Financial Performance - Total revenue for 2025 was $2.4 million, an increase of $1.6 million or 209.8% compared to $0.8 million in 2024[220]. - Revenue in 2025 included $1.5 million from ETH staking rewards, $0.5 million from merchant banking advisory fees, and $0.4 million from rental income[220]. - Loss from operations increased to $64.0 million in 2025 from $11.7 million in 2024, driven by a $38.3 million unrealized mark to market adjustment on ETH digital assets[221]. - Stock-based compensation expense rose to $7.8 million in 2025, a 379.6% increase from $1.6 million in 2024[220]. - Net cash used in operating activities from continuing operations was approximately $6.7 million in 2025, compared to $3.9 million in 2024[230]. - Net cash used in investing activities from continuing operations was approximately $128.1 million in 2025, primarily due to $138.0 million of net ETH purchases[231]. - Net cash provided by financing activities was approximately $136.0 million in 2025, compared to net cash used of $6.9 million in 2024[232]. - The company recorded a net loss from continuing operations of $67.6 million in 2025, up from $24.2 million in 2024, largely due to unrealized mark to market adjustments[224]. - General and administrative expenses increased by $5.1 million in 2025, primarily due to higher compensation costs and professional fees related to new ETH treasury operations[221]. Asset Management - As of March 23, 2026, FG Nexus's digital asset portfolio included approximately 40,093 ETH with an estimated fair value of $64.6 million[162]. - As of December 31, 2025, the company held $119.4 million in ETH digital assets, which are valued at fair market value[201]. - The company commenced ETH staking activities in August 2025, utilizing proceeds from capital raising to acquire and deploy ETH[202]. - Staking rewards are recognized as revenue, but are constrained under ASC 606 until validation activities are completed[203]. - The company’s equity holdings in privately held companies are valued using Monte-Carlo simulation and option pricing models, which involve significant estimation uncertainty[205]. Corporate Actions - The company completed a reverse stock split at a ratio of 1-for-5, resulting in 6,555,124 shares of common stock outstanding post-split[171]. - FG Nexus signed a non-binding letter of intent to sell its Quebec property for approximately $11.0 million USD, expected to generate net pretax proceeds of $8.0-$9.0 million USD[173]. - The company repurchased approximately 2.2 million shares of its common stock at a total cost of approximately $34.9 million, representing about 25.8% of its outstanding shares prior to the program[184]. - FG Nexus initiated a preferred share repurchase program, acquiring approximately 202 thousand shares of Series A Preferred Stock at a total cost of approximately $5.0 million, representing about 22.6% of its outstanding preferred shares prior to the program[185]. - The company entered into a Sales Agreement allowing the sale of up to $5 billion of Common Stock, generating approximately $15.5 million in gross proceeds from the sale of 0.4 million shares by December 31, 2025[186]. - In July 2025, the company completed a Private Placement Offering, raising approximately $176.0 million in gross cash proceeds and $24.0 million in cryptocurrency, with 6.8 million Pre-Funded Warrants converting into Common Stock[188]. - The company increased its authorized shares of Common Stock from 0.8 million to 200.0 million and preferred stock from 100.0 million to 500.0 million as part of the September Charter Amendment[190]. - A subsequent amendment increased the authorized shares of Common Stock to 180.0 billion and preferred stock to 100.0 billion, including 10.0 billion shares designated as Series A Preferred Stock[192]. - The company transferred legacy assets to a CVR Trust in August 2025, creating contingent value rights for stockholders[194]. Business Operations - The company sold a portion of its reinsurance business in the first half of 2025 and completed the sale of the remaining portion in early 2026[166]. - FG Nexus's treasury strategy focuses on the tokenization of real-world assets, including affordable housing and real estate[162]. - The company has utilized third-party custodians and treasury management services to facilitate its treasury strategies[163]. - FG Nexus's merchant banking division has launched several new companies, including FG Communities, Inc. and Craveworthy LLC[165]. - The company entered into a master digital currency loan agreement, with a notable loan of $10.0 million at a fee of 7.9%, which was repaid in December 2025[182]. - The company sold its Digital Ignition technology incubator for gross proceeds of $6.5 million, recording a non-cash impairment charge of approximately $1.4 million[198].

Financial Performance - Bookings for software subscriptions and services were $993,000 for the year ended December 31, 2025, compared to $3,078,000 in 2024, indicating a significant decline [252]. - Net revenues decreased by $636,000, or 19.9%, from $3,189,000 in 2024 to $2,553,000 in 2025, primarily due to a significant drop in advertising revenue [276]. - Software subscriptions and services revenue increased by $364,000, or 19.1%, from $1,907,000 in 2024 to $2,271,000 in 2025, driven by an increase in development services revenue [276]. - Advertising revenue decreased by $1,000,000, or 78.0%, from $1,282,000 in 2024 to $282,000 in 2025, attributed to reduced advertising campaigns due to softening market demand [277]. - Gross profit for the year ended December 31, 2025, was $1,291,000, with a gross margin of 50.6%, compared to a gross profit of $1,454,000 and a margin of 45.6% in 2024 [259]. - Adjusted gross profit for 2025 was $1,353,000, with an adjusted gross margin of 53.0%, up from $1,633,000 and 51.2% in 2024 [259]. - The net loss for 2025 was $11,401,000, compared to a net loss of $10,316,000 in 2024 [259]. - Adjusted EBITDA for 2025 was $(16,147,000), worsening from $(10,317,000) in 2024 [259]. Operating Expenses - Total operating expenses increased by $6,467,000, or 42.1%, from $15,343,000 in 2024 to $21,810,000 in 2025, with significant increases in sales and marketing, general and administrative, and research and development expenses [280]. - General and administrative expenses rose by $4,822,000, or 46.0%, primarily due to increased professional and consulting fees related to legal matters [282]. - Research and development expenses increased by $898,000, or 39.6%, reflecting higher consulting expenditures in engineering and technical teams [283]. Cash Flow and Financial Position - Total cash as of December 31, 2025, was $100.6 million, with expectations of continued operating losses and negative cash flows in the foreseeable future [286]. - The company utilized $12,467,000 in cash from operating activities during 2025, resulting from a net loss of $11,400,000 [292]. - The company anticipates future capital requirements will depend on growth pace, subscription renewals, and potential acquisitions, which may necessitate additional financing [288]. - Other income for 2025 was recorded at $9,099,000, primarily from $4,268,000 in interest income and $4,863,000 related to litigation settlements [284]. Strategic Initiatives - The company plans to invest in AI technologies, including generative and agentic AI, to enhance mobile app development and reduce costs [244][248]. - The AI Concierge feature is currently being pilot tested with existing customers to improve user engagement [246]. - The Guest Services Agent feature is in development, aimed at enhancing customer interactions in the hospitality sector [247]. - The company does not expect to be profitable in the near future as it continues to invest in growth and product development [249]. Revenue Recognition - Revenue is primarily derived from vertical solution and SDK subscription fees, including access to the platform and application development support [302]. - Revenue recognition follows ASC No. 606, with revenue recognized when control of products or services is transferred to customers [302]. - The revenue recognition process involves a five-step framework, requiring significant judgment to determine distinct performance obligations [304]. - Recent accounting standards applicable to the business are detailed in the "Recently Adopted Accounting Policies" section of the financial statements [305]. - The company is classified as a "smaller reporting company" and is not required to provide certain market risk disclosures [306].

Financial Performance - SpringBig's revenue for the year ended December 31, 2025, was $22.834 million, a decrease from $24.649 million in 2024, representing a decline of approximately 7%[253] - The net loss for 2025 was $3.247 million, compared to a net loss of $1.876 million in 2024, indicating an increase in losses of approximately 73%[253] - Adjusted EBITDA for 2025 was $874,000, down from $1.368 million in 2024, reflecting a decrease of about 36%[253] - Revenue for the year ended December 31, 2025, decreased by $1.8 million, or 7%, to $22.8 million compared to $24.6 million in 2024[281] - Subscription revenue declined by 12% year-on-year, from $21.1 million in 2024 to $17.8 million in 2025[281] - Gross profit decreased by $2.0 million, or 11%, to $16.0 million for the year ended December 31, 2025, with a gross profit margin reduction from 73% to 70%[283] - The net revenue retention rate fell to 79% in 2025 from 88% in 2024, indicating a decrease in revenue retention[253] - The net revenue retention rate was 79% for the twelve months ended December 31, 2025, down from 88% in 2024[282] - The accumulated deficit expanded to $41,688,000 as of December 31, 2025, from $38,441,000 in 2024, highlighting ongoing operational losses[344] - The net loss for 2025 was $3,247,000, compared to a net loss of $1,876,000 in 2024, indicating a worsening financial performance[346] Client and Market Dynamics - The number of retail clients decreased to 775 in 2025 from 915 in 2024, a decline of approximately 15%[253] - SpringBig serves approximately 775 brand and retailer clients across more than 2,400 distinct retail locations in North America[252] - SpringBig anticipates intensified competition as the regulatory environment for cannabis stabilizes, potentially attracting new market participants[269] - SpringBig's clients sent approximately 624 million messages in 2025, an increase from 595 million messages in 2024, representing a growth of about 5%[253] Cash Flow and Liquidity - As of December 31, 2025, cash and cash equivalents increased to $1,500,000 from $1,179,000 in 2024, while accounts receivable decreased to $2,003,000 from $2,213,000[302] - For the year ended December 31, 2025, the net loss was $3.2 million, with cash provided by operating activities amounting to $361,000, a significant improvement from a cash used of $953,000 in 2024[305] - The company reported a total cash flow of $321,000 for 2025, compared to $848,000 in 2024, with no financing activities in 2025[303][308] - The company experienced a $760,000 increase in working capital in 2025, primarily due to a $1.9 million increase in accounts payable and other liabilities[305] - The Company has low capital investment requirements, with cash used in investing activities remaining consistent at $100,000 for both 2025 and 2024[307] - The Company may need to raise additional funds through equity or debt financing due to insufficient cash from operations to fund future activities[302] Expenses and Cost Management - Operating expenses decreased by $882 thousand, or 5%, for the year ended December 31, 2025, compared to 2024[284] - Selling, servicing, and marketing expenses decreased by $849 thousand, or 18%, due to reduced compensation expenses from lower employee headcount[285] - Technology and software development expenses decreased by $1.1 million, or 19%, attributed to reduced employee headcount and refined software spending[285] - General and administrative expenses increased by $1.1 million, or 14%, due to increased advisory fees and one-time fees associated with the prior office lease[286] - Interest expense decreased by $884 thousand, or 40%, from $2.2 million in 2024 to $1.3 million in 2025[287] - SpringBig's operating expenses totaled $17,712,000 in 2025, a slight decrease from $18,594,000 in 2024, showing efforts to manage costs[346] Assets and Liabilities - Total current assets increased to $4,177,000 in 2025 from $3,864,000 in 2024, primarily driven by an increase in cash and cash equivalents[344] - Current liabilities rose significantly to $7,710,000 in 2025, compared to $5,670,000 in 2024, indicating increased financial obligations[344] - The company reported total liabilities of $17,117,000 in 2025, up from $16,596,000 in 2024, indicating a growing debt burden[344] - As of December 31, 2025, the total outstanding long-term debt was $9,237,000, an increase from $8,364,000 in 2024, reflecting a year-over-year growth of approximately 10.4%[427] Accounting and Financial Reporting - The Company considers its accounting estimates related to income taxes, equity-based compensation, and allowance for credit losses to have the greatest potential impact on its consolidated financial statements[312] - The Company has not recognized any uncertain tax positions as of December 31, 2025, indicating a stable tax position[405] - The Company is evaluating the impact of several recent accounting pronouncements, including ASU No. 2024-03, which requires additional disclosures about specific expense categories effective after December 15, 2026[407] - The Company accounts for intangible assets at fair value and amortizes them over a useful life of 3 years[382] Acquisitions and Investments - The Company completed the acquisition of VICE CRM on July 31, 2025, for approximately $49,000, which included $32,000 allocated to software and $17,000 to goodwill[418][419] - Stock-based compensation related to the acquisition of VICE CRM will be recognized over the requisite service period, impacting general and administrative expenses[420] Revenue Recognition - The Company recognizes revenue upon transfer of control of promised services to customers, with revenue earned monthly based on a fixed fee and messaging credits[385][387] - The cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks[395]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42624 REPUBLIC DIGITAL ACQUISITION COMPANY (Exact name of registrant as specified in its charter) FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or Registrant's telephone number, inc ...

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on May 1, 2025, raising gross proceeds of $300,000,000 from the sale of 30,000,000 Units at a price of $10.00 per Unit[21]. - A total of 7,280,000 Private Placement Warrants were sold at $1.00 each, generating additional gross proceeds of $7,280,000[22]. - The Trust Account initially held $300,000,000, with fees incurred amounting to $18,629,500, including $5,280,000 in initial underwriting fees[23]. - As of December 31, 2025, the company has $308,063,800 available for a Business Combination, before redemptions and taxes[68]. - The company generated a net income of $7,718,712 for the period from January 23, 2025, to December 31, 2025, primarily from interest income on investments held in the Trust Account[180]. - As of December 31, 2025, the company had marketable securities in the Trust Account totaling $308,053,817, which includes $8,053,817 of interest income[183]. - The company incurred total fees of $18,629,500 related to the IPO, including $5,280,000 in cash underwriting fees and $12,720,000 in deferred underwriting fees[181]. Business Combination and Strategy - The company has until May 1, 2027, to complete its initial Business Combination, which is a 24-month period from the closing of the IPO[24]. - The company aims to pursue businesses in fintech, software, and cryptocurrency, focusing on those with above-industry-average growth and substantial free cash flow generation[29]. - The company intends to structure its initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may also acquire less than 100% under certain conditions[42]. - The company may seek to extend the Combination Period with shareholder approval, allowing for potential redemptions that could affect the Trust Account balance[25]. - The company may seek shareholder approval for its initial Business Combination, but it can also conduct redemptions without a vote under certain conditions[74]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business[183]. Shareholder Rights and Redemption - Public Shareholders may incur immediate and substantial dilution upon the closing of the Initial Public Offering due to the nominal price at which the Founder Shares were acquired[51]. - The pro rata Redemption Price was $10.26 per Public Share as of December 31, 2025, but future distributions may be affected by creditor claims[39]. - Public Shareholders can redeem up to 15% of the Public Shares sold in the Initial Public Offering without prior consent, to discourage accumulation of large blocks of shares[98]. - The company will not complete the initial Business Combination if the cash consideration required exceeds the available cash[84]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not receive any funds from the Trust Account[103]. - Public Shareholders will only receive funds from the Trust Account under specific conditions, including failure to complete the initial Business Combination within the Combination Period[116]. Management and Conflicts of Interest - The Management Team has significant experience in digital assets and traditional finance, which will be leveraged in identifying and evaluating potential acquisition targets[28]. - The management team collectively holds an indirect interest in an aggregate of 4,254,371 Founder Shares, representing approximately 56.7% of the outstanding Founder Shares[50]. - Conflicts of interest may arise due to the management team's obligations to other entities, potentially affecting the ability to complete the initial Business Combination[58]. - The management team may face conflicts of interest in determining appropriate Business Combination opportunities due to their ownership of Founder Shares and Private Placement Warrants[57]. - The company may face conflicts of interest due to its affiliation with FPAM, which may pursue similar acquisition opportunities[61]. - The management team has developed a broad network of contacts that provides a substantial number of potential initial Business Combination targets[54]. Regulatory and Compliance Issues - The company is subject to the rules and regulations under the Securities Exchange Act of 1934, and has no current intention of suspending its reporting obligations[63]. - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements until it meets specific revenue or market value thresholds[125]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until it meets certain market value or revenue criteria[126]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2025, as mandated by the Sarbanes-Oxley Act[122]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[206]. Risks and Challenges - The company may face challenges in retaining key personnel from the target business post-acquisition, which could impact management effectiveness[70]. - The lack of business diversification may pose risks, as the company's success may depend entirely on the performance of a single business post-acquisition[69]. - The company may face risks related to its search for a Business Combination, including potential difficulties in obtaining financing and competition for attractive targets[129]. - The requirement to complete the initial Business Combination within a specified period may limit the time available for due diligence and negotiation, potentially undermining shareholder value[130]. - The company may face regulatory review and approval requirements for its initial Business Combination, which could delay or prohibit the transaction[137]. - The company may be subject to changing laws and regulations that increase costs and the risk of non-compliance, impacting its operations[137]. Key Personnel - Andrew Durgee has been appointed as President of Republic since 2023 and co-CEO since January 2025[219]. - From 2017 to 2023, Andrew Durgee led business and engineering strategy as Head of Republic Crypto[219]. - Durgee has extensive experience in blockchain technologies, having pioneered an industry-first multi-signature wallet repository[219]. - He has served as Chairman of the Board at Everyrealm since January 2021, focusing on Metaverse development[219]. - Durgee has been a Director at Upside, a tokenization development company, since 2021[219]. - He has been a Director at 3thix, a blockchain adtech company, since April 2023[219]. - Durgee has been the CEO of Durgee Consulting since November 2016, providing technology consulting services[219]. - He studied Management Engineering at Worcester Polytechnic Institute, enhancing his technical expertise[219].

IPO and Financing - The company completed its Initial Public Offering (IPO) on September 18, 2025, raising gross proceeds of $172.5 million from the sale of 17,250,000 Units at $10.00 per Unit[23]. - An additional $5.3 million was generated from the private sale of 5,300,000 Private Placement Warrants at $1.00 per warrant[24]. - The total amount of $172.5 million from the IPO and Private Placement has been placed in a Trust Account[25]. - The company has $166,462,500 available for a Business Combination as of December 31, 2025, before redemptions and taxes[50]. - The company may need additional financing to complete its initial Business Combination if the cash required exceeds the available funds in the Trust Account[51]. - The company may seek Working Capital Loans up to $1,500,000, which can be converted into units of the post-Business Combination entity at a price of $1.00 per unit[183]. - The Underwriters are entitled to a Deferred Fee of up to $0.35 per Unit, totaling up to $6,037,500, payable upon the consummation of an initial Business Combination[187]. Business Combination and Strategy - The company must complete its initial Business Combination by September 22, 2027, or face liquidation and distribution of the Trust Account funds[26]. - The company is focused on target businesses in sectors such as energy, fintech, real estate, and technology[22]. - The company aims to acquire 100% of the equity interests or assets of target businesses, but may acquire less than 100% if it meets specific objectives[45]. - The company intends to utilize cash from the IPO and Private Placement for its initial Business Combination, which may involve financially unstable or early-stage companies[40]. - The company may seek to extend the Combination Period with shareholder approval, which could affect the Trust Account and capitalization[27]. - The company may continue to seek a Business Combination with a different target if the initial one is not completed within the Combination Period[100]. - The company may incur losses if costs associated with identifying and evaluating target businesses do not lead to a completed Business Combination[64]. - The company may face increased competition from other SPACs for attractive target businesses, potentially impacting acquisition terms[65]. - The company may face significant competition for Business Combination opportunities, which could hinder the completion of the initial Business Combination[126]. - The company may engage in a Business Combination with target businesses that have relationships with affiliates, raising potential conflicts of interest[129]. Shareholder Rights and Redemption - The pro rata Redemption Price for Public Shares was approximately $10.10 as of December 31, 2025, but actual distribution may be affected by creditor claims[43]. - Shareholder approval is required for the initial Business Combination if the issuance of Ordinary Shares exceeds 20% of the outstanding shares or if a director or substantial shareholder has a 5% or greater interest in the target business[74]. - The company will provide Public Shareholders with the opportunity to redeem their shares upon completion of the initial Business Combination, regardless of their voting stance[80]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent, which aims to prevent a small group from blocking the Business Combination[94]. - 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[99]. - The company will not restrict Public Shareholders' ability to vote all of their Public Shares for or against the initial Business Combination[95]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer Public Shares to exercise redemption rights, with specific deadlines outlined in proxy materials[96]. Management and Governance - The Management Team includes experienced members such as Daniel Freifeld (Chairman), Craig Perry (CEO), and Powers Spencer (CFO)[26]. - The management team has developed a broad network of contacts that provides a substantial number of potential initial Business Combination targets[52]. - The company may seek to recruit additional managers post-Business Combination, but there is no assurance that suitable candidates can be found[70]. - The decision to seek shareholder approval for the Business Combination will be made at the company's discretion based on various factors, including timing and costs[72]. - The Board consists of four members divided into three classes, with each class serving a three-year term[219]. - Officers are appointed by the Board and serve at its discretion, rather than for specific terms[220]. - There are no material legal proceedings involving any director or executive officer in the last ten years[218]. - No family relationships exist between any directors or executive officers[217]. Financial Performance and Reporting - For the period from June 20, 2025, to December 31, 2025, the company reported a net income of $1,534,988, primarily from interest income on marketable securities[175]. - Cash used in operating activities during the same period was $365,659, influenced by formation costs and general administrative expenses[177]. - The company incurred total costs of $10,060,403 related to the IPO, which included a cash underwriting fee of $3,450,000 and a Deferred Fee of $6,037,500[176]. - The company has no long-term debt or capital lease obligations, with only administrative service fees incurred amounting to $34,000 from inception through December 31, 2025[185]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[115]. - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[118]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[120]. - The company is also classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements[121]. - The company does not expect any recently issued accounting standards to materially affect its financial statements[195]. Risks and Challenges - The company may not be able to complete its initial Business Combination within the Combination Period, which could lead to liquidation and redemption of Public Shares[124]. - Recent fluctuations in inflation and interest rates could complicate the consummation of an initial Business Combination[125]. - The requirement to complete the initial Business Combination within the Combination Period may limit the time available for due diligence on potential targets[126]. - Public Shareholders' ability to redeem shares for cash may deter potential Business Combination targets, affecting the company's financial condition[126]. - The company may face competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[113]. - The ongoing geopolitical conflicts, including the Russia-Ukraine conflict, may adversely affect the Company’s ability to find a target business for the initial Business Combination[140]. - The Company may face increased market volatility and disruptions due to geopolitical tensions, impacting its search for a Business Combination[141]. - Cybersecurity incidents could pose risks to the investments in the Trust Account and the Company’s operations, with potential material adverse consequences[150]. Shareholder Value and Dilution - Approximately 57.2% of the Founder Shares are owned by the company's officers and directors, leading to potential dilution for Public Shareholders[34]. - The nominal purchase price for the Founder Shares may lead to significant dilution of the implied value of Public Shares upon the consummation of the initial Business Combination[137]. - The share price of the post-Business Combination company may be less than the Redemption Price of Public Shares, impacting shareholder value[129]. - The company cannot assure Public Shareholders that the actual value of the per-share redemption price will not be less than $10.00 per Public Share due to potential claims from creditors[111]. - The Sponsor has agreed to be liable if third-party claims reduce the Trust Account funds below $10.00 per Public Share, but there is no assurance that the Sponsor can satisfy these obligations[108]. - The Company may liquidate investments in the Trust Account to mitigate risks related to the Investment Company Act, potentially resulting in lower interest income for Public Shareholders[135]. - The Company’s securities may be delisted from Nasdaq, limiting shareholders' ability to trade and subjecting them to additional restrictions[135].

Autonomous Vehicle Technology - Cyngn Inc. has deployed DriveMod software on over ten different vehicle types, including tow tractors and electric forklifts, demonstrating the extensibility of its autonomous vehicle technology [24]. - The DriveMod Stockchaser, with a towing capacity of 6,000 lbs, became commercially available in early 2023, and the DriveMod MT160 Tugger, with a 12,000 lbs towing capacity, was released in 2024 [25]. - The Enterprise Autonomy Suite (EAS) is designed to provide level-4 "high automation" capabilities, enabling fully autonomous driving without human intervention [48]. - Cyngn's EAS combines autonomous vehicle technology with data analytics, creating a new asset from data collected during vehicle operation [53]. - DriveMod's modular software is compatible with various sensor and hardware components, allowing for retrofitting existing vehicles or integration into new manufacturing [64]. - The company targets manufacturing and distribution material handling vehicles, with deployments in facilities as large as 4 million square feet [75]. - The autonomous vehicle solutions market is rapidly growing, with competition from traditional manufacturers and robotics providers [94]. - The company believes its modular software-centric approach and technical expertise can capture a significant share of the industrial autonomy market [95]. Market Trends and Opportunities - The material handling equipment market was valued at $213.4 billion in 2021, with a projected CAGR of 5.7% from 2022 to 2030, driven by increased safety awareness and Industry 4.0 adoption [38]. - Approximately 76% of supply chain operations are currently impacted by labor shortages, with the manufacturing sector facing millions of unfilled positions over the next decade [40]. - 70% of large-scale warehouses are expected to adopt AI-driven solutions by 2024 for inventory management and route planning [39]. - The company aims to secure additional license agreements with companies reliant on material handling vehicles to address labor shortages and improve safety [30]. - The company plans to expand its commercial deployments of autonomous vehicles on a nationwide basis in the United States and internationally [131]. Financial Performance and Projections - The company incurred net losses of $23.5 million and $33.3 million for the years ended December 31, 2025, and 2024, respectively, with an accumulated deficit of $216.8 million as of December 31, 2025 [128]. - Research and development costs were $12.5 million and $11.3 million for the years ended December 31, 2025, and 2024, respectively, and are expected to grow in the future [129]. - As of December 31, 2025, the company's cash and cash equivalents balance was approximately $1.0 million, with short-term investments of $33.7 million [137]. - The company anticipates fluctuations in financial results due to various factors, including changes in revenue mix and customer demand [133]. - The company may need to raise additional capital to fund commercialization activities, with potential dilution for existing shareholders if equity is issued [135]. Intellectual Property and Regulatory Challenges - Cyngn's patent portfolio expanded with 16 new U.S. patent grants in 2023, 3 in 2024, and 2 in 2025, bringing the total to 24 [27]. - Regulatory compliance is crucial, with the company focusing on private property operations to mitigate deployment risks [96]. - The regulatory environment for autonomous industrial vehicles is still evolving, with the company preparing to comply with various standards [97]. - Changes in U.S. patent law could impair the company's ability to protect its technology and enforce intellectual property rights, affecting competitive advantage [161]. - The company cannot guarantee that its patent applications will be issued or that issued patents will provide adequate protection against competitors [166]. Operational and Strategic Risks - The company faces significant challenges in establishing its business model and achieving market acceptance for its products [116]. - The competitive landscape includes traditional vehicle operators and new entrants, with the company needing to stay ahead in technology and innovation [120]. - The company faces risks related to competition in the autonomous industrial vehicle market, with established players having greater resources [124]. - The company relies on strategic partnerships to enhance technology and drive market acceptance, but these collaborations are subject to risks [125]. - The company may pursue future acquisitions, which could divert resources and impact operations [139]. Data Privacy and Cybersecurity - The company is subject to various U.S. and foreign laws regarding data privacy, which could adversely affect its financial condition and operating results [182]. - The GDPR imposes strict obligations on the company, including potential fines of up to 4% of global annual revenue or €20 million for violations [184]. - The company faces risks from significant data breaches and regulatory scrutiny, which could negatively impact its reputation and financial results [188]. - Cyber-attacks and security incidents could lead to data breaches and significant liability, adversely affecting the company's reputation and financial condition [176]. Corporate Structure and Governance - The company has 62 full-time employees, primarily based in Silicon Valley, California [103]. - The corporate headquarters is located in Mountain View, California, covering approximately 39,600 square feet, which is deemed adequate for current needs [214]. - As of December 31, 2025, the company had 55 shareholders of record [219]. - The company is classified as an "emerging growth company" and has elected to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its common stock to investors [198].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on October 9, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at a price of $10.00 per Unit[22]. - An additional $7,075,000 was generated from the private sale of 7,075,000 Private Placement Warrants at a purchase price of $1.00 per warrant[23]. - The total amount placed in the Trust Account, including IPO and Private Placement proceeds, is $231,150,000[24]. - The company incurred total fees of $15.62 million related to the IPO, which included a cash underwriting fee of $4 million and a deferred fee of $10.95 million[162]. - The Underwriters were paid a cash underwriting discount of $4,000,000, which is 2.0% of the gross proceeds from the Initial Public Offering[173]. Business Combination Timeline and Requirements - The company must complete its initial Business Combination by October 9, 2026, or face termination and distribution of Trust Account amounts[25]. - The company has until October 9, 2026, to complete its initial Business Combination, with a potential extension subject to shareholder approval[42]. - The company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[44]. - The company may not complete the initial Business Combination if the cash consideration required exceeds the available cash[84]. - The company may continue to seek a Business Combination with a different target until the end of the Combination Period[91]. Acquisition Strategy and Criteria - The company aims to identify and acquire a technology business in financial services, real estate, or asset management sectors, leveraging the team's industry expertise[29]. - The acquisition criteria include the ability to sustain and grow free cash flow, proven management, and defensible competitive advantages driven by technology[33][35]. - The company is currently in the process of identifying potential acquisition targets through a disciplined review of promising leads[30]. - Target business candidates are sourced from various unaffiliated sources, including investment bankers and private investment funds[50]. - The acquisition process involves due diligence, including meetings with management, document reviews, and financial assessments of target businesses[38]. Financial Position and Risks - As of December 31, 2025, the funds available for a Business Combination amount to $243,358,236, before payment of the Deferred Fee[56]. - The company has a working capital deficit of $909,063 as of December 31, 2025[163]. - The company has not generated any operating revenues to date and has only incurred expenses related to organizational activities and the IPO[161]. - Management has determined that the company currently lacks the liquidity to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern[170]. - The company may incur losses if the initial Business Combination is not completed, affecting the funds available for future transactions[39]. Shareholder Rights and Redemption - Public Shareholders can redeem their shares irrespective of their voting decision on the proposed transaction[78]. - The company will provide Public Shareholders with the opportunity to redeem their shares either through a general meeting or a tender offer upon completion of the initial Business Combination[75]. - A Public Shareholder is restricted from seeking redemption rights for more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[85]. - The redemption price upon dissolution is approximately $10.58 per share as of December 31, 2025[96]. - 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[90]. Management and Governance - The Management Team has extensive experience in technology and financial services, led by CEO Jay McEntee and CFO Jurgen van de Vyver[27]. - The management team of the target business may not possess the necessary skills or experience to manage a public company, which could impact future performance[59]. - The company has no full-time employees prior to the completion of its initial Business Combination, relying on two officers for management[105]. - The board of directors includes individuals with diverse backgrounds in finance, technology, and strategic advisory roles, enhancing the company's governance[199]. - The Audit Committee is composed of three independent members: Ms. Eisenhart, Mr. Pierce, and Mr. Shanahan[209]. Market and Competitive Environment - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[104]. - Increased competition among SPACs for attractive targets may raise costs and hinder the ability to find suitable Business Combination opportunities[115]. - The company may face challenges in acquiring target businesses that cannot provide financial statements in accordance with federal proxy rules[107]. - The ongoing conflicts and resulting sanctions could lead to market disruptions, including volatility in commodity prices and interruptions in supply chains, adversely affecting the company's operations[131]. - The company may be deemed a passive foreign investment company, which could result in adverse U.S. federal income tax consequences for U.S. shareholders[129]. Compliance and Regulatory Considerations - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[110]. - The company may face substantial compliance obligations under the Sarbanes-Oxley Act, increasing costs and complexity in completing the initial Business Combination[121]. - The company has adopted a Code of Ethics, with amendments disclosed on its website[218]. - An Insider Trading Policy was adopted on October 7, 2024, to promote compliance with insider trading laws[220]. - The company is considered a "controlled company" under Nasdaq standards, which may allow it to opt out of certain corporate governance requirements[114].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_________ to ___________ Commission file number: 001-42306 Launch Two Acquisition Corp. (Exact name of registrant as specified in its charter) | Cayman Islands | 98 ...

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on May 19, 2025, raising gross proceeds of $300,150,000 from the sale of 30,015,000 Units at $10.00 per Unit[22]. - An additional $7,220,000 was generated from the sale of 7,220,000 Private Placement Warrants at $1.00 each, bringing total gross proceeds to $307,370,000[23]. - The total amount of $300,150,000 from the IPO and Private Placement was placed in a Trust Account maintained by Continental[24]. - The company incurred transaction costs of $20,196,742 related to the IPO, which included a cash underwriting fee of $5,220,000 and a Deferred Fee of $14,289,750[161]. - The Underwriters exercised the Over-Allotment Option to purchase an additional 3,000,000 Option Units at a price of $10.00 per unit[171]. - The Underwriters are entitled to a cash underwriting discount of $4,000,000, which is 2.0% of the gross proceeds from the IPO[172]. - As of December 31, 2025, the Trust Account held approximately $307,783,710, including $7,633,710 of interest income, which is primarily invested in money market funds and Treasury securities[163]. - The company generated a net income of $6,877,026 for the period from January 13, 2025, through December 31, 2025, primarily from interest earned on cash and marketable securities held in the Trust Account[160]. Business Combination Strategy - The company is focused on pursuing Business Combinations primarily in the fintech sector, particularly those enabling digital assets through blockchain integration[21]. - The company aims to complete its initial Business Combination using cash from its Initial Public Offering and Private Placement, along with other financing methods[39]. - The company anticipates structuring its initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[43]. - The company is open to pursuing Business Combinations outside of the fintech and digital asset sectors, although its expertise may not directly apply[27]. - The evaluation process for potential targets includes due diligence reviews, meetings with management, and financial assessments to ensure alignment with acquisition criteria[36]. - The company is focusing its search for target businesses on infrastructure companies in the financial technology sector that enable digital assets[153]. - The company is actively seeking business combination targets in healthcare, technology, and blockchain sectors through its SPAC initiatives[193][199]. Management and Team Experience - The Management Team, led by CEO Julian M. Sevillano and CFO Jurgen van de Vyver, has extensive experience in fintech and digital assets, which is crucial for identifying potential acquisition targets[25]. - Julian M. Sevillano has extensive experience in digital assets, having served as CEO and Chairman since inception, and previously held leadership roles at Visa and IBM Promontory[192]. - Jurgen van de Vyver, the CFO, has been with the company since inception and has overseen multiple SPACs, including Launch One Acquisition Corp. and Launch Two Acquisition Corp., both raising $230 million in their IPOs[193]. - The leadership team has a strong background in fintech, digital assets, and venture capital, positioning the company for strategic growth and market expansion[192][198]. - Advisors assist in sourcing and negotiating business combination targets but have no fiduciary obligations to the company[203]. Shareholder and Redemption Rights - The company must complete its initial Business Combination by May 19, 2027, or face termination and distribution of Trust Account funds[25]. - If the initial Business Combination is not completed within the Combination Period, the company will redeem 100% of the Public Shares at approximately $10.25 per share, based on the Trust Account balance as of December 31, 2025[41]. - The redemption price for Public Shareholders upon completion of the initial Business Combination is set at $10.25 per Public Share, calculated based on the aggregate amount in the Trust Account[72]. - The company requires Public Shareholders to redeem their Public Shares at a price no higher than the price offered through the redemption process[75]. - A quorum for the shareholder meeting requires at least one-third of the 30,150,000 Public Shares to be represented, which is 11,255,626 shares or 37.33%[78]. - The company has a limitation that a Public Shareholder can only seek redemption rights for a maximum of 15% of the Public Shares sold in the Initial Public Offering without prior consent[85]. - The company intends to require Public Shareholders to submit a written request for redemption two business days prior to the scheduled vote on the initial Business Combination[83]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[90]. Risks and Challenges - The company may face increased competition for attractive Business Combination targets, which could raise costs and hinder its ability to find suitable opportunities[116]. - The lack of business diversification may pose risks to the company's success, as it may depend entirely on the performance of a single business post-Business Combination[58]. - There is substantial doubt about the company's ability to continue as a "going concern," which could impact its financial stability post-Business Combination[120]. - The company may face challenges in maintaining control of a target business after the initial Business Combination, which could impact operational profitability[123]. - Geopolitical conditions, including the Russia-Ukraine conflict and tensions in the Middle East, could materially affect the company's ability to find a target business[129]. - Ongoing conflicts and sanctions may lead to market disruptions, affecting commodity prices and overall economic stability, which could impact the company's operations[130]. - The company may need to liquidate investments in the Trust Account to avoid being deemed an investment company, which could result in lower interest earnings for Public Shareholders[125]. Corporate Governance and Compliance - The Board of Directors consists of five members, with terms of three years for each class of directors[206]. - The Audit Committee is composed of independent members, ensuring compliance with Nasdaq and SEC rules[208]. - The Compensation Committee oversees executive compensation and compliance with legal and regulatory requirements[211]. - The company has adopted a Code of Ethics, with amendments disclosed on its website[217]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions under the JOBS Act[111]. - The company is considered a "controlled company" under Nasdaq rules, which may exempt it from certain corporate governance requirements[115]. Financial Position and Future Outlook - The company has no operating history or revenues, which limits shareholders' ability to evaluate its business objectives, specifically the completion of an initial Business Combination[116]. - The company has not generated any operating revenues to date and expects to incur increased expenses as a result of being a public company[159]. - The company has no long-term debt or capital lease obligations, indicating a strong balance sheet position[170]. - Management has determined that the company currently lacks the liquidity to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern[169]. - The company has access to approximately $100,000 to cover costs and expenses related to its liquidation, which may not be sufficient if claims exceed this amount[101]. - The company has not secured third-party financing and cannot assure that it will be available for the initial Business Combination[56].