IPO and Financing - 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 a price of $10.00 per Unit[22]. - An additional $7,220,000 was generated from the sale of 7,220,000 Private Placement Warrants at a purchase price of $1.00 per warrant[23]. - A total of $300,150,000, including $292,930,000 from the IPO and $7,220,000 from the Private Placement, was placed in a Trust Account[24]. - The company has not secured third-party financing and there is no assurance it will be available[56]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds the amount available from the Trust Account[57]. - The company may issue additional securities or incur debt if additional financing is required for the initial Business Combination[57]. - The company has access to approximately $553,972 from the Initial Public Offering proceeds to cover potential claims, with liquidation costs estimated at no more than $100,000[101]. - The company has 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]. Business Combination Requirements - The company must complete its initial Business Combination by May 19, 2027, or face termination and distribution of Trust Account funds[25]. - The company is subject to Nasdaq rules requiring SPACs to complete their initial Business Combination within 36 months to avoid delisting[26]. - The Nasdaq Rules require that 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[42]. - The company aims to complete its initial Business Combination using cash from its Initial Public Offering and other financing methods, potentially involving financially unstable or early-stage businesses[39]. - Public Shareholders will have the opportunity to redeem their shares upon the completion of the initial Business Combination, either through a general meeting or a tender offer[40]. - If the initial Business Combination is not completed within the Combination Period, the company will redeem 100% of the Public Shares at an estimated price of approximately $10.25 per share as of December 31, 2025[41]. - The company intends to target businesses with enterprise values greater than the net proceeds of its Initial Public Offering and Private Placement[57]. Management and Team Experience - The management team has extensive experience in the fintech and digital asset sectors, which will aid in identifying and acquiring a suitable business[27]. - The management team and advisors have participated in multiple SPAC transactions, with varying levels of success and redemption rates[31][32]. - 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, focusing on risk and compliance in financial services[192]. - Jurgen van de Vyver, the CFO, has been involved in raising $230 million for multiple blank check companies, including Launch One Acquisition Corp. and Launch Two Acquisition Corp., focusing on healthcare and technology sectors[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]. Risks and Challenges - The company may face increased competition for attractive Business Combination targets as the number of SPACs rises, which could lead to higher costs or an inability to find suitable targets[116]. - The lack of diversification may pose risks as the company's success 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[120]. - The share price of the post-Business Combination company may be lower than the Redemption Price of Public Shares, affecting shareholder value[120]. - The company may encounter complex tax obligations as a result of the Business Combination, which could be burdensome for shareholders[123]. - Geopolitical conditions, such as the Russia-Ukraine conflict and tensions in the Middle East, could adversely affect the company's ability to find a target business for the initial Business Combination[129]. - Ongoing global conflicts and sanctions may lead to market disruptions, affecting the company's search for a suitable Business Combination[132]. Shareholder Rights and Redemption - Shareholders may not have the ability to approve the initial Business Combination, as redemptions can occur without a shareholder vote under certain conditions[62]. - The company requires Public Shareholders to redeem their Public Shares at a price no higher than the price offered through the redemption process[75]. - Public Shareholders are 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 process will remain open for at least 20 business days following the public announcement of the initial Business Combination[81]. - If the initial Business Combination is not approved, any Public Shares delivered for redemption will be returned to the shareholders[90]. Financial Performance - 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]. - As of December 31, 2025, the company had approximately $307,783,710 in cash and marketable securities in the Trust Account, including about $7,633,710 of interest income[163]. - 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 low leverage position[170]. Governance and Compliance - The Board of Directors consists of five members, with a three-year term 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 is responsible for overseeing executive compensation and ensuring compliance with legal and regulatory requirements[211]. - The company has adopted a Code of Ethics, which will be disclosed if any amendments are made[217]. - There are no material legal proceedings involving any director or executive officer in the last ten years[205].

Company Overview - The company was incorporated on October 18, 2024, as a blank check company and has not generated any revenues to date [349]. Initial Public Offering - A total of 17,499,550 units were sold in the Initial Public Offering at an offering price of $10.00 per unit, raising $174,995,500 [351]. - The company incurred $3,195,665 in transaction costs related to the Initial Public Offering, including a cash underwriting fee of $750,000 [359]. - The fair value of the warrants and rights issued in the Initial Public Offering were identified as critical accounting estimates [372]. Financial Position - As of December 31, 2025, the company had approximately $551,127 in cash and an accumulated deficit of $520,068 [355]. - As of December 31, 2025, cash held in the trust account amounted to $178,380,953, intended for the initial business combination [362]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025 [368][369]. Income and Expenses - For the year ended December 31, 2025, the company reported a net income of $2,882,536, primarily from interest income of $3,385,453 [357]. - The company plans to use funds held outside the trust account for identifying and evaluating target businesses and related expenses [363]. - An Administrative Services Agreement with the sponsor requires the company to pay $15,000 per month for office space and administrative services [371].

Company Overview - The company was incorporated on October 18, 2024, as a blank check company and has not generated any revenues to date [349]. Initial Public Offering - A total of 17,499,550 units were sold in the Initial Public Offering at an offering price of $10.00 per unit, raising $174,995,500 [351]. - The company incurred transaction costs of $3,195,665 related to the Initial Public Offering, including a cash underwriting fee of $750,000 [359]. Financial Position - As of December 31, 2025, the company had approximately $551,127 in cash and an accumulated deficit of $520,068 [355]. - As of December 31, 2025, cash held in the trust account amounted to $178,380,953, intended for the initial business combination [362]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025 [368][369]. Income and Expenses - For the year ended December 31, 2025, the company reported net income of $2,882,536, primarily from interest income of $3,385,453 [357]. - An Administrative Services Agreement with the sponsor requires the company to pay $15,000 per month for office space and administrative services [371]. - The company expects to incur significant costs in pursuing acquisition and financing plans, with potential needs for additional financing [366]. Use of Funds - The company plans to use funds held outside the trust account for identifying and evaluating target businesses and related expenses [363].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on December 18, 2025, raising gross proceeds of $414 million from the sale of 41,400,000 Public Units at $10.00 per unit[21]. - An additional $5 million was generated from the private sale of 500,000 Private Placement Units at the same price of $10.00 per unit[22]. - A total of $414 million, including $411 million from the IPO and $3 million from the Private Placement, has been placed in a Trust Account[23]. - The company incurred total fees of $19,618,232 related to the IPO, including a cash underwriting fee of $3,000,000 and a Deferred Fee of $15,990,000[188]. - The Underwriter was paid a cash underwriting discount of $3,000,000 and is entitled to a Deferred Fee of $15,990,000 upon the completion of the initial Business Combination[200]. - The Underwriter fully exercised its Over-Allotment Option for an additional 5,400,000 Option Units[199]. Business Combination Requirements - The company must complete its initial Business Combination by December 18, 2027, or face termination and distribution of Trust Account funds[24]. - 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[51]. - The company anticipates structuring its initial Business Combination to acquire 100% of the equity interests or assets of the target business[54]. - The company has not selected any Business Combination target and has not engaged any agents to identify potential acquisition candidates[61]. - 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[67]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for the applicable pro rata share of the Trust Account[101]. - The company may not complete its initial Business Combination within the Combination Period, which could result in liquidation and redemption of Public Shares[134]. Management and Target Selection - The Management Team aims to identify high-quality target companies with strong growth prospects and operational improvement opportunities[27]. - The company seeks to leverage its Management Team's extensive network and experience to source and evaluate potential Business Combination targets[34]. - The investment criteria include targeting businesses with stable free cash flow and potential for growth through acquisitions[38]. - The due diligence process for evaluating target businesses includes meetings with management, document reviews, and financial information analysis[40]. - The Management Team's financial interests may create potential conflicts in selecting acquisition targets[42]. - The company intends to focus its search for an initial Business Combination in a single industry, which may limit diversification and increase risk[72]. Shareholder and Redemption Policies - The company will provide Public Shareholders with the opportunity to redeem their shares either through a general meeting or a tender offer, depending on the circumstances[87]. - If redemptions are conducted via tender offer, the offer will remain open for at least 20 business days, and the company will not complete the initial Business Combination until the expiration of this period[93]. - Public Shareholders will be restricted from redeeming more than 15% of the Public Shares without prior consent if the company seeks shareholder approval for the initial Business Combination[95]. - The company does not currently intend to seek shareholder approval to extend the time for completing its initial Business Combination beyond 36 months from the IPO closing[52]. - If the company seeks shareholder approval for the initial Business Combination, it will require at least 13,550,001 (32.7%) of the 41,400,000 Public Shares sold in the Initial Public Offering to be voted in favor for approval[91]. Financial Position and Risks - The company reported a net income of $382,098 for the period from June 4, 2025, to December 31, 2025, primarily from interest income on cash held in the Trust Account[187]. - As of December 31, 2025, the company had $736,204 in cash in its operating account and a working capital of $932,087[189]. - The Trust Account held marketable securities valued at $414,549,783, including approximately $549,783 of interest income[190]. - The company has not generated any operating revenues to date and expects to incur significant costs related to being a public company[186]. - The company has sufficient funds for its working capital needs until at least one year from the date of the financial statements[196]. - The company does not expect to need additional funds to meet operating expenditures but may require financing for a Business Combination[197]. Regulatory and Compliance Issues - The company is subject to SEC reporting obligations, including filing annual, quarterly, and current reports[124]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[128]. - The company may remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or a market value of Class A Ordinary Shares held by non-affiliates equals or exceeds $700 million[131]. - The company may face regulatory review and approval requirements for its initial Business Combination, which could delay or prevent completion[141]. - The company is subject to changing laws and regulations that could increase costs and the risk of non-compliance[143]. Conflicts of Interest - The company is not prohibited from pursuing Business Combinations with affiliates of its Sponsor, provided an independent valuation opinion is obtained[41]. - M. Klein and Company, an affiliate of the company's Sponsor, may present conflicts of interest as it has a fiduciary duty to its clients[115]. - Acquisition opportunities may be precluded if clients of M. Klein and Company pursue similar opportunities in the same industries[116]. - The company may engage affiliates to provide additional services, which could create potential conflicts of interest[119]. - The company may engage in Business Combinations with targets that have relationships with its Sponsor or management, raising potential conflicts of interest[138]. Market and Geopolitical Risks - The company may face intense competition from other entities with similar business objectives, which could limit its ability to acquire larger target businesses[114]. - The company may face challenges in completing its initial Business Combination due to potential market disruptions from geopolitical tensions[155]. - Geopolitical conditions, including the Russia-Ukraine conflict and tensions in the Middle East, could adversely impact the search for an initial Business Combination[148]. - Military conflicts may lead to increased volatility in publicly traded securities, complicating the identification of suitable Business Combination targets[156]. - The ability to raise equity or debt financing may be impacted by increased market volatility and decreased availability of third-party financing[155]. Operational and Cybersecurity Risks - Cyber incidents or attacks could lead to information theft and operational disruptions, affecting the company's ability to complete its initial Business Combination[136]. - Cybersecurity risks exist, as the company relies on third-party technologies, which may expose it to potential financial losses[158]. - The company pays $30,000 per month for office space and administrative support, which is deemed adequate for current operations[159]. - There is no material litigation currently pending against the company or its officers[160]. Miscellaneous - The company has no operating history and no revenues, limiting shareholders' ability to evaluate its business objectives[134]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial Business Combination[165]. - The company has identified critical accounting estimates, primarily related to the fair value of Public Warrants, as of December 31, 2025[205].

Financial Performance - The company reported a net loss of $55,482 for the period from July 22, 2025, to December 31, 2025, primarily due to general and administrative costs[74]. - As of December 31, 2025, the company had a working capital deficit of $150,896 and no cash available[76]. - The company does not expect to generate operating revenues until after completing its initial business combination[73]. Initial Public Offering - On February 13, 2026, the company completed its Initial Public Offering of 13,000,000 Units, generating gross proceeds of $130,000,000[77]. - The company also sold 292,500 Private Units to the Sponsor at a price of $10.00 per unit, generating total proceeds of $2,925,000[77]. - The company incurred a cash underwriting discount of 0.75% of the gross proceeds from the Initial Public Offering, totaling $975,000[85]. Use of Funds - The company intends to use substantially all funds in the Trust Account to complete its business combination, with remaining proceeds allocated for working capital[79]. - The company has invested the net proceeds from the Initial Public Offering in U.S. government treasury obligations or money market funds, minimizing exposure to interest rate risk[90]. Financing Needs - The company may need additional financing to complete its business combination or due to significant redemptions of Public Shares[82]. - The company has no off-balance sheet financing arrangements or long-term liabilities as of December 31, 2025[83].

Financial Performance - Revenue for Q4 2025 was $104.0 million, a decrease of $163.3 million, or 61.1%, compared to Q4 2024 revenue of $267.3 million[6] - Gross loss for Q4 2025 was $193.4 million, compared to a gross profit of $7.7 million in Q4 2024, resulting in a gross margin decrease from 2.9% to (186.0)%[13] - Net loss attributable to stockholders for Q4 2025 was $216.4 million, or $(4.00) per share, compared to a net loss of $4.2 million, or $(0.09) per share in Q4 2024[6] - Full year 2025 revenue was $772.2 million, a decrease of $208.0 million, or 21.2%, compared to $980.2 million in 2024[17] - Full year 2025 gross loss was $155.3 million, compared to a gross loss of $63.0 million in 2024, with gross margin decreasing from (6.4)% to (20.1)%[18] - Total revenue for the three months ended December 31, 2025, was $103,957, a decrease of 61.0% compared to $267,250 for the same period in 2024[21] - The net loss attributable to Southland Stockholders for the year ended December 31, 2025, was $(306,540), compared to a net loss of $(105,365) for 2024[23] Backlog and Project Commitments - The company has a backlog of $2.03 billion, indicating ongoing project commitments[6] - The backlog as of December 31, 2025, was $2,031,080, down from $2,572,912 at the end of 2024, after accounting for new contracts and revenue recognized[24] Funding and Financial Flexibility - A $135.8 million unfavorable adjustment was recorded due to an adverse ruling related to the Washington State Convention Center project, impacting both revenue and costs[7] - The company secured approximately $116 million in funding from sureties to support ongoing projects, enhancing financial flexibility[9] Expenses and Liabilities - Selling, general, and administrative expenses for Q4 2025 were $17.0 million, an increase of $1.3 million, or 8.2%, compared to Q4 2024[14] - Current liabilities increased to $654,985 as of December 31, 2025, compared to $621,142 as of December 31, 2024[27] - The company reported a significant increase in accounts payable, which rose to $224,915 as of December 31, 2025, from $191,670 as of December 31, 2024[27] Cash Flow and Assets - Cash and cash equivalents decreased to $52,713 as of December 31, 2025, from $72,185 as of December 31, 2024[27] - Net cash provided by operating activities for the year ended December 31, 2025, was $16,581, compared to $1,927 for the same period in 2024[30] - Total assets decreased to $989,280 as of December 31, 2025, from $1,203,649 as of December 31, 2024[27] Interest and Tax Payments - Southland reported cash paid for income taxes of $1.163 billion, an increase from $1.561 million in the previous period[31] - Cash paid for interest was $35.281 million, compared to $28.047 million previously, indicating a rise in interest expenses[31] Company Overview and Future Outlook - The company is a leading provider of specialized infrastructure construction services, with a history dating back to 1900[33] - Southland emphasizes the importance of non-GAAP financial measures for understanding financial trends, including EBITDA and backlog[35] - Forward-looking statements indicate that actual results may differ materially from projections due to inherent uncertainties and risks[37] - Southland's conference call is scheduled for March 27, 2026, at 10:00 a.m. Eastern Time[32]

Financial Performance - Revenue for Q4 2025 was $104.0 million, a decrease of $163.3 million, or 61.1%, compared to Q4 2024 revenue of $267.3 million[6] - Gross loss for Q4 2025 was $193.4 million, compared to a gross profit of $7.7 million in Q4 2024, resulting in a gross margin decrease from 2.9% to (186.0)%[13] - Net loss attributable to stockholders for Q4 2025 was $216.4 million, or $(4.00) per share, compared to a net loss of $4.2 million, or $(0.09) per share in Q4 2024[6] - Full year 2025 revenue was $772.2 million, a decrease of $208.0 million, or 21.2%, compared to $980.2 million in 2024[17] - Full year 2025 gross loss was $155.3 million, compared to a gross loss of $63.0 million in 2024, with a gross margin decrease from (6.4)% to (20.1)%[18] - The company reported an EBITDA of $(202.2) million for Q4 2025, compared to $(2.7) million for Q4 2024[6] - The net loss attributable to Southland Stockholders for the year ended December 31, 2025, was $(306,540), compared to a net loss of $(105,365) for 2024[23] Backlog and Funding - The company reported an EBITDA of $(202.2) million for Q4 2025, compared to $(2.7) million for Q4 2024[6] - The company has a backlog of $2.03 billion, indicating ongoing project commitments[6] - The company secured approximately $116 million in funding from sureties to support ongoing bonded construction projects[9] - Recent project awards totaled $118 million, including a $48 million contract for critical utility infrastructure at a Southwest data center[9] - The backlog as of December 31, 2025, was $2,031,080, down from $2,572,912 at the end of 2024, after accounting for new contracts and revenue recognized[24] Assets and Liabilities - Total assets decreased to $989,280 as of December 31, 2025, from $1,203,649 as of December 31, 2024[27] - Current liabilities increased to $654,985 as of December 31, 2025, compared to $621,142 as of December 31, 2024[27] - Cash and cash equivalents decreased to $52,713 as of December 31, 2025, from $72,185 as of December 31, 2024[27] - The total stockholders' equity (deficit) as of December 31, 2025, was $(140,934), a decline from $163,658 as of December 31, 2024[27] Cash Flow and Expenses - The company reported net cash provided by operating activities of $16,581 for the year ended December 31, 2025, compared to $1,927 for the previous year[30] - Southland reported cash paid for income taxes of $1.163 billion, an increase from $1.561 million in the previous period[31] - Cash paid for interest was $35.281 million, compared to $28.047 million previously, indicating a rise in interest expenses[31] - Assets obtained in exchange for new leases amounted to $12.088 million, down from $18.718 million[31] - The company reported assets obtained in exchange for notes payable of $6.723 million, a decrease from $27.365 million[31] Strategic Plans and Future Outlook - The strategic plan includes a comprehensive restructuring of the senior credit facility, reducing debt service requirements by approximately $27 million over the next twelve months[9] - Southland's non-GAAP financial measures, including EBITDA, provide insights into financial trends and are not directly comparable to GAAP measures[35] - The company emphasizes that forward-looking statements are subject to uncertainties and risks that could materially affect actual results[37] - The company has no obligation to update forward-looking statements unless new information or developments arise[38] Company Background - The company has a long history dating back to 1900 and is a leading provider of specialized infrastructure construction services in North America[33] - Southland's financial results and trends are influenced by various economic conditions and future plans[37] Conference Call - Southland's conference call is scheduled for March 27, 2026, at 10:00 a.m. Eastern Time, with a replay available on its website[32]

Financial Performance and Revenue - Southland's contract backlog as of December 31, 2023, was $2,834,966,000, with new contracts and adjustments totaling $718,125,000[46]. - The company recognized contract revenue of $980,179,000 in 2024, reducing the backlog to $2,572,912,000[46]. - A significant portion of the company's revenue comes from government contracts, which are subject to various risks and regulations[82][83]. - The company’s backlog consists of projects with executed contracts, but is subject to unexpected adjustments and cancellations, impacting revenue projections[81]. - A long-term accrued liability of $89.1 million was recorded, resulting in a decrease in revenue of $46.7 million and an increase of $89.1 million in cost of construction for the year ended December 31, 2025[124]. - The company may experience delays and defaults in customer payments, adversely affecting liquidity and financial results[126]. - The company may invest significant working capital in projects to cover cost overruns pending resolution of claims, which could materially affect financial results[125]. Operational Strategy and Market Position - Southland's strategy includes selective bidding on projects that meet profitability objectives and expanding market share in existing specialties[35]. - The company emphasizes self-performance in its operations, managing costs effectively by minimizing reliance on third-party service providers[35]. - The company maintains a strong balance sheet and bonding capacity to target various sizes of contract work, limiting competition[35]. - The company’s competitive advantages include equipment ownership and the ability to self-perform across numerous disciplines[202][203]. - The company operates in the Civil and Transportation segments, focusing on infrastructure construction, including water pipelines, bridges, and marine facilities[197][200]. - The company expects increased demand for specialty construction projects due to federal, state, and local infrastructure spending initiatives, including the Infrastructure Investment and Jobs Act[205]. Workforce and Employment - As of December 31, 2025, the company employed approximately 1,800 employees, with 500 salaried and 1,300 hourly[65]. - Approximately 300 employees, or 17%, were represented by a union as of December 31, 2025[66]. - The company has a diverse workforce and emphasizes a culture of inclusion, treating all employees fairly regardless of their background[64][68]. - The company is committed to maintaining competitive compensation and benefits, including a 401(k) match plan and healthcare benefits[71][72]. - The company is focused on professional development through training programs to sustain a skilled labor advantage[69]. - The company faces challenges in attracting and retaining qualified personnel, which may lead to increased operating costs and hinder productivity and profitability[107]. Risks and Challenges - Supply chain disruptions have led to increased costs for materials and labor, impacting project costs and scheduling[48]. - The construction industry faces ongoing challenges from inflation and labor shortages, impacting profitability and project costs[50]. - Economic conditions, including recessions and volatile oil prices, may adversely affect customer budgets and project approvals, leading to reduced demand for services[89]. - The company is vulnerable to cyclical market conditions, which can lead to fluctuations in financial results and impact demand for services[90]. - The company is subject to various procurement regulations, including the Davis-Bacon Act and the Walsh-Healy Act, which may impose additional costs on operations[62]. - The company faces risks related to contract cancellations and delays, which could lead to unpredictable fluctuations in revenue and cash flows[87]. - The company is exposed to commodity price fluctuations, which can adversely affect financial results and cash flows[100]. - Climate change-related events pose risks that could disrupt operations and lead to financial losses, affecting the company's overall business[104]. - The company operates in high-risk locations, and failure to maintain safety could result in significant losses, increased project costs, and potential legal liabilities[109]. - The company is subject to extensive health and safety regulations, and any serious accidents could lead to substantial penalties and negatively impact financial condition and operations[110]. Compliance and Governance - The company has a Code of Business Conduct and Ethics that guides employee behavior and compliance with laws, including anti-corruption policies[73]. - Misconduct or non-compliance with laws could impair the company's ability to compete for contracts, leading to fines and loss of business opportunities[115]. - Changes in laws and regulations may adversely affect business operations and investments, potentially resulting in fines or loss of licenses[116]. - Violations of anti-bribery laws could lead to significant penalties and damage to reputation, impacting business operations[117]. - The company may face material lawsuits or claims that could divert management attention and adversely affect cash flows and reputation[118]. Financial Instruments and Securities - The company may issue additional equity securities in the future, which could dilute earnings per share and stockholders' percentage ownership[180]. - The exercise price of the Warrants is set at $11.50 per share, and if the market price remains below this level, the Warrants may expire worthless[172]. - The company has anti-takeover provisions that may limit the ability of stockholders to obtain a premium for their shares[149]. - If the company's securities are delisted from NYSE American, it may face significant adverse consequences, including reduced liquidity[158]. - The company has determined not to take advantage of exemptions available to controlled companies under NYSE American rules, ensuring compliance with corporate governance requirements[171]. International Operations - The company faces risks related to international operations, including project disruptions and increased costs due to foreign economic and political uncertainties[141]. - Foreign currency risks could adversely impact revenue and earnings, as contracts may be denominated in different currencies[143]. - Net assets of foreign operations for the year ended December 31, 2025 are $107.1 million, compared to negative total net assets of $37.0 million[142]. - Foreign operations' net assets for the year ended December 31, 2024, were approximately 62% of total net assets[142].

Financial Performance and Revenue - Southland's contract backlog as of December 31, 2023, was $2,834,966,000, with new contracts and adjustments totaling $718,125,000[46]. - The company recognized contract revenue of $980,179,000 in 2024, reducing the backlog to $2,572,912,000 by December 31, 2024[46]. - A significant portion of revenue comes from a few key customers, including government entities, which poses risks if contracts are reduced or terminated[82]. - Revenue is significantly dependent on project-based work awarded through competitive bidding, making it difficult to predict project timing and geographic distribution[87]. - Many contracts can be canceled on short notice, impacting revenue and net income, with no guarantee of replacement contracts[88]. - A substantial portion of revenue is generated from construction projects, which are subject to delays and cancellations due to economic conditions[90]. - The company may experience delays and defaults in customer payments, which could materially affect business and financial performance[126]. Operational Risks and Challenges - Southland's operations are subject to quarterly variations due to weather, which can significantly impact revenue and profitability[33]. - The construction industry has faced supply chain disruptions, impacting material costs and project scheduling, particularly due to inflation and geopolitical events[50]. - Supply chain disruptions may negatively impact the ability to complete projects, affecting overall operations[101]. - The company is exposed to significant price fluctuations in commodity products, which could adversely affect financial results[100]. - Weather conditions can significantly impact revenue and profitability, causing project delays and additional costs[103]. - Climate change-related events pose risks that could disrupt operations and lead to financial losses[104]. - The company faces challenges in attracting and retaining qualified personnel, which may lead to increased operating costs and hinder productivity and profitability[107]. - There is a dependency on key personnel, and losing any of them could adversely affect the company's ability to operate and grow effectively[108]. - Reliance on third-party suppliers and subcontractors poses risks; failure to secure qualified partners could impair project completion and profitability[113]. - Joint ventures expose the company to liabilities if partners fail to meet obligations, which could harm reputation and financial performance[114]. Compliance and Regulatory Environment - The company is subject to various procurement regulations, including the Davis-Bacon Act and the Walsh-Healy Act, which may impose additional costs on operations[62]. - The company’s operations are heavily influenced by government regulations, particularly in environmental compliance and safety standards[54]. - The company faces risks related to compliance with regulations, which could lead to termination of government contracts and adversely affect financial position and cash flows[86]. - The company is subject to extensive health and safety regulations, and any violations could lead to substantial penalties and negatively impact financial condition and operations[110]. - Changes in laws and regulations may adversely affect business operations and investments, leading to compliance costs and potential penalties[116]. - Violations of anti-bribery laws could result in significant penalties and damage to reputation, impacting business operations[117]. Employee and Organizational Structure - As of December 31, 2025, the company had approximately 1,800 employees, with 500 salaried and 1,300 hourly[65]. - Approximately 300 employees, or 17%, were represented by a union as of December 31, 2025[66]. - The company has a culture of diversity and inclusion, ensuring equal access to opportunities regardless of gender, race, or other protected classes[64]. - The company is committed to maintaining market-competitive compensation and benefits, including a 401(k) match plan and healthcare benefits[71][72]. - The company has invested in professional development programs to sustain a skilled labor advantage[69]. Financial Position and Future Outlook - The company aims to maintain a strong balance sheet and bonding capacity to target various sizes of contract work, limiting competition[35]. - The company may incur higher costs due to equipment leasing and maintenance challenges, impacting project margins[97]. - The company is classified as an "emerging growth company" and is only required to provide two years of audited financial statements, which may affect the attractiveness of its Common Stock to investors[150]. - The company will remain an emerging growth company until it exceeds total annual gross revenue of $1.235 billion or other specified conditions are met[151]. - The company does not intend to pay dividends for the foreseeable future, relying on appreciation in the value of its securities for returns to investors[170]. - The company may issue additional equity securities in the future, which could dilute earnings per share and stockholders' percentage ownership[180]. Legal and Tax Liabilities - The company may face material lawsuits or claims that could divert management attention and adversely affect cash flows and reputation[118]. - The company is subject to extensive tax liabilities across multiple jurisdictions, and changes in tax laws could materially impact earnings and cash flow[145]. - The company may incur liabilities related to acquisitions or divestitures that could have a material adverse effect on financial condition and results of operations[128]. Cybersecurity and Risk Management - The company has a diverse leadership structure, with a cybersecurity team that includes both internal personnel and external service providers[184]. - The company maintains cybersecurity risk insurance and conducts regular vulnerability audits to manage and mitigate risks[185][188]. Market Conditions and Competitive Landscape - The company is well-positioned to compete on new infrastructure projects in both public and private sectors, despite existing risks and uncertainties[201]. - The company expects further spending on infrastructure due to economic stimulus initiatives, including the Infrastructure Investment and Jobs Act passed in 2021[205]. - The trading price of the company's securities may be volatile due to various factors, including market conditions and operational performance[159].

Financial Performance - For the year ended December 31, 2025, operating income totaled $5.6 million, an increase from $4.2 million in 2024[12] - Net loss for 2025 was $147.0 million, compared to $113.9 million in 2024, with a net loss per share of $1.05[16] - Cash and cash equivalents as of December 31, 2025, were $194 million, significantly up from $32.5 million in 2024[19] - Total net cash flows from financing activities in 2025 were $276.2 million, compared to $0.6 million in 2024[19] Research and Development - Research and development expenses rose by $27.3 million in 2025, driven by the anticipated BLA submission for children aged 4-7 years in the first half of 2026[13] - The company plans to submit a BLA for 1-3 year olds in the second half of 2026 under an Accelerated Approval Pathway[13] - A supplemental safety study, COMFORT Toddlers, was initiated for peanut-allergic toddlers aged 1 to 3 years[8] Product Development and Commercialization - The company announced a private placement financing of up to $306.9 million to support the VIASKIN® Peanut Patch development and potential U.S. launch[7] - Positive topline results were reported from the Phase 3 VITESSE trial for the VIASKIN® Peanut Patch in children aged 4 to 7 years[5] - The company is preparing for the commercialization of the VIASKIN® Peanut Patch, focusing on children aged 1-7 years[2]