Financial Proceeds and Trust Account - The company completed its IPO on February 12, 2026, raising gross proceeds of $350 million from the sale of 35 million units at $10.00 per unit[18]. - An additional $9 million was generated from the sale of 6 million private placement warrants at $1.50 each, with the Sponsor acquiring 3,666,667 warrants[19]. - The company has placed $350 million from the IPO proceeds into a Trust Account, which can only be released under specific conditions related to the completion of a Business Combination[21]. - The company plans to structure its initial Business Combination to acquire at least 80% of the fair market value of the assets held in the Trust Account[30]. - The Company anticipates that the aggregate cash in the Trust Account will be sufficient to cover the redemption price for Public Shares[53]. - The company has approximately $1,250,000 available from proceeds outside the Trust Account to cover liquidation expenses, which are estimated to be no more than $100,000[72]. - If the Trust Account proceeds are reduced below $10.00 per share due to creditor claims, the actual redemption amount for shareholders may be less than expected[77]. - In the event of bankruptcy, the proceeds in the Trust Account may be subject to claims from creditors, which could affect the ability to return $10.00 per share to public shareholders[79]. - Claims against the company could reduce the proceeds in the Trust Account, leading to a per-share redemption amount of less than $10.00[130]. - The company does not plan to actively manage the assets in the Trust Account for investment returns, focusing instead on completing a Business Combination[145]. - The company intends to hold proceeds in the Trust Account as cash or in U.S. government securities with a maturity of 185 days or less[146]. Business Combination Strategy - The company intends to focus on acquiring businesses in the AI software sector, particularly those with enterprise values exceeding $1 billion[26]. - The strategy includes prioritizing companies that provide AI applications and enabling platforms, aiming to support their growth through capital market access[28]. - The target businesses will be evaluated based on criteria such as demonstrated traction, sustainable revenue generation, and proven leadership in AI[33]. - The company may need additional financing to complete its initial Business Combination if the transaction requires more cash than available in the Trust Account[25]. - The company may raise additional funds through equity-linked securities or loans to meet cash requirements for the initial Business Combination[56]. - The company has not selected a specific Business Combination target but intends to target businesses with enterprise values greater than the net proceeds from the IPO and Private Placement Warrants[198]. Shareholder Rights and Redemption - Public Shareholders will have the opportunity to redeem their shares at a price of $10.00 per Public Share, based on the amount in the Trust Account as of two business days prior to the initial Business Combination[53]. - The Company will conduct redemptions either through a general meeting or a tender offer, allowing shareholders to redeem irrespective of their voting decisions[44]. - If the cash consideration required for redemptions exceeds the available cash, the Company will not complete the initial Business Combination or redeem any shares[56]. - The redemption rights will include a requirement for beneficial owners to identify themselves to validly redeem their shares[53]. - The company has established a restriction that public shareholders cannot seek redemption rights for more than 15% of the public shares without prior consent, aimed at discouraging large block accumulations[65]. - If the initial business combination is not completed within the Completion Window, the company will redeem public shares at a price based on the aggregate amount in the Trust Account, which is expected to be approximately $10.00 per share[73]. - The company will not complete the initial Business Combination if the aggregate cash required for redemptions exceeds the cash available[56]. - Shareholder approval for the initial Business Combination requires a majority vote, with a quorum established by one-third of the issued shares[47]. - The ability of Public Shareholders to redeem shares for cash may make the financial condition unattractive to potential Business Combination targets[97]. - The company may face challenges in completing a desirable Business Combination due to the potential for a high number of redemption requests[99]. - There is no specified maximum redemption threshold, allowing the company to complete a Business Combination even if a substantial majority of shareholders disagree[191]. Management and Governance - The management team and independent directors own Founder Shares and Private Placement Warrants, which may create potential conflicts of interest in selecting acquisition targets[39]. - Initial shareholders own 20% of the issued and outstanding ordinary shares, which may influence the approval of the initial Business Combination[95]. - The company’s initial shareholders will appoint all directors prior to the Business Combination, limiting the influence of Public Shareholders on governance matters[199]. - The company may need to amend its governing instruments to facilitate the completion of its initial Business Combination, which could be done with a two-thirds majority vote[192]. - The company may face regulatory review and approval requirements for its initial Business Combination, particularly from CFIUS, which could limit the pool of potential target companies[200]. Risks and Challenges - The company may face competition from other entities with similar business objectives, which could limit its ability to acquire larger target businesses due to financial resource constraints[83]. - The company’s ability to complete its initial business combination may be impacted by the need to pay cash to public shareholders exercising redemption rights, potentially reducing available resources[83]. - The company may face significant competition from other entities with similar business objectives, which could hinder its ability to complete the initial Business Combination[124]. - The company has limited financial resources compared to competitors, which may restrict its ability to acquire sizable target businesses[124]. - The ongoing geopolitical conflicts, including the Russia-Ukraine conflict, have created market volatility that could adversely affect the company's ability to identify and consummate an initial Business Combination[154]. - Economic downturns and negative public perceptions of SPAC mergers could further limit the availability of attractive deals[204]. - Increased competition among special purpose acquisition companies (SPACs) may result in fewer attractive targets and higher costs for initial Business Combinations[202]. - The number of SPACs has surged, leading to a scarcity of potential targets for initial Business Combinations[203]. - The company may not be able to find a suitable target business, which has led to liquidations of other SPACs in recent years[108]. - The company may face lengthy government reviews for its initial Business Combination, which could lead to liquidation if approvals are not obtained in time[201]. Financial Reporting and Compliance - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including reduced disclosure obligations[86]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares exceeds $700 million[88]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain thresholds are met[90]. - The company is subject to new SEC rules requiring additional disclosures related to SPAC Business Combination transactions, which may increase costs and time needed to complete such transactions[140][143]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an initial Business Combination[208]. - The company is exempt from certain SEC rules protecting investors in blank check companies, which may affect investor protections[117]. Potential Outcomes of Business Combination - If the initial Business Combination is structured as a statutory merger, it will require the approval of at least two-thirds of the votes cast[95]. - If the company cannot complete its initial Business Combination due to insufficient funds, it may be forced to liquidate the Trust Account, potentially resulting in a redemption amount of approximately $10.00 per share or less[129]. - If the initial Business Combination is not completed, public shareholders may only receive their pro rata portion of the funds in the Trust Account, and warrants will expire worthless[178]. - Post-Business Combination, the company may need to take write-downs or incur charges that could negatively affect financial results and security prices[210]. - Due diligence may not uncover all material issues in target businesses, potentially leading to write-downs or operational challenges post-combination[211]. - Key personnel from acquisition candidates may resign after the Business Combination, negatively impacting operations and profitability[212]. - The company may not maintain control of the target business post-transaction, which could affect management effectiveness and shareholder value[213].

Drug Development and Clinical Trials - HCW Biologics is developing novel fusion immunotherapeutics aimed at treating diseases related to chronic inflammation, including autoimmune disorders and cancer[15]. - The company has two proprietary commercial-ready compounds, HCW9201 and HCW9206, which are designed for use in immunotherapeutic treatments and have shown potential to improve CAR-T cell therapy manufacturing[18]. - HCW9302, a clinical-stage compound, is currently in a multi-center first-in-human clinical trial for alopecia areata, with the first patient dosed on November 17, 2025[39]. - The company has developed over 50 molecules using its proprietary drug discovery platforms, which can be administered via subcutaneous injection and are suitable for adoptive cell therapy[29]. - HCW11-006, a preclinical molecule, will be developed in partnership with Trimmune, with Phase 1 clinical trials expected to begin in mid-2027 in China[23]. - The company plans to submit IND applications for HCW11-018b and HCW11-040 in 2027, focusing on solid tumors and bronchopulmonary dysplasia, respectively[39]. - The company is evaluating HCW9302 in a Phase 1 clinical trial for alopecia areata, having received FDA clearance on January 28, 2025[55]. - Preclinical studies indicate HCW9302 can reduce pathogenic immune cell populations and promote Treg cell dominance, suggesting potential for altering alopecia areata progression[55]. - The company plans to progress HCW9302's clinical development for other autoimmune diseases and inflammatory conditions if Phase 1 objectives are met[59]. - HCW11-018b, a tetra-valent T-Cell engager, has shown robust tumor killing and T-cell activation in preclinical studies, with IND-enabling studies expected to complete in the first half of 2027[67]. - HCW9302 is currently in a Phase 1 clinical trial for alopecia areata, with no dose-limiting toxicities reported as of March 16, 2026[100]. - The Company has initiated a Phase 1 clinical study using HCW9302 for alopecia areata, with plans to expand testing to transplant models and atopic dermatitis[147]. - Clinical trials typically involve three phases, with Phase 1 focusing on safety and dosage, Phase 2 on effectiveness, and Phase 3 on confirming efficacy in a larger population[160][161]. Market Potential and Financials - Approximately 1 in 1,000 people are affected by alopecia areata globally, with a lifetime incidence of 2%, equating to around 160 million individuals[57]. - In 2025, there were 46,632 organ transplants performed in the U.S., highlighting the potential market for HCW9302 in organ transplant rejection[60]. - The healthcare costs for dementia in the U.S. are projected to reach $384 billion in 2025, indicating a significant market for treatments targeting neurodegenerative diseases[62]. - The global botulinum toxin market, relevant to aesthetic treatments, was valued at $6.4 billion in 2022 and is expected to grow at a CAGR of 11.50% to reach $15.2 billion by 2030[82]. - The company has recognized $16.2 million in revenues from the exclusive worldwide license agreement with Wugen, including upfront fees and payments for clinical trial materials[103]. - The Trimmune License includes a $3.5 million upfront payment, with additional milestone payments and royalties on future product sales[107]. Regulatory and Compliance - The FDA requires a 30-day waiting period after the submission of an IND before clinical testing in humans can commence[157]. - The FDA aims to review most standard BLAs within ten months and priority reviews within six months of filing[166][175]. - Fast track designation allows for more frequent interactions with the FDA and rolling review of sections of a BLA[173][174]. - Breakthrough therapy designation provides intensive FDA interaction and guidance starting as early as Phase 1[176]. - Accelerated approval may be granted based on surrogate endpoints that predict clinical benefit, particularly for serious conditions[177]. - The FDA may withdraw product approvals if compliance with regulatory standards is not maintained post-marketing[170]. - Sponsors must disclose clinical trial information on www.clinicaltrials.gov, including results after trial completion[172]. - The FDA requires post-approval studies to be conducted within a specified time frame, with progress reports due every 180 days until completion[178]. - The Regenerative Medicine Advanced Therapy (RMAT) designation allows for expedited development and approval of regenerative medicine products, facilitating closer collaboration with the FDA[179]. - Under the Pediatric Research Equity Act (PREA), BLAs must include data on safety and effectiveness for pediatric populations, with potential waivers or deferrals granted by the FDA[180]. - The Best Pharmaceuticals for Children Act (BPCA) can extend non-patent exclusivity for biologics by six months if pediatric studies are conducted as requested by the FDA[181]. - Biologics are subject to official lot release by the FDA, requiring manufacturers to submit samples and test results for each lot before distribution[183]. - Post-approval marketing of biologics is closely regulated, including standards for direct-to-consumer advertising and off-label promotion[184]. - Adverse event reporting and periodic reports are mandatory after BLA approval, with the FDA able to impose post-marketing testing and surveillance[185]. Intellectual Property - As of December 31, 2025, the company has been granted fifteen patents by the USPTO, including patents for lead product candidate HCW9302 and molecule HCW9206, which is licensed to Wugen[117]. - The company has 67 pending patent applications worldwide, including 10 pending U.S. utility patent applications[117]. - The earliest predicted expiration date for patents in the single-chain chimeric polypeptides family is 2039, while for multi-chain chimeric polypeptides, it is also 2039[120][121]. - The company has filed three U.S. provisional patent applications and two U.S. utility patent applications related to a new chimeric polypeptide platform as of December 31, 2025[132]. - The company relies on trade secrets and confidentiality agreements to protect its technology and processes[134]. Partnerships and Collaborations - The company is focused on building relationships with leading clinical research centers to enhance patient recruitment and enrollment for clinical trials[39]. - The company has established a GMP master cell bank and manufacturing process for HCW9201, also positioned as a commercial-ready product for CIML NK cell manufacturing[96]. - The company has a long-standing relationship with EirGenix for cGMP manufacturing, ensuring adequate clinical material for trials[112]. - The Company entered into an exclusive worldwide license agreement with Wugen in December 2020, granting limited rights to develop and commercialize cell-based therapy treatments for cancer based on HCW9201 and HCW9206[136]. - On May 29, 2025, the Company agreed to suspend the Wugen License for one year, allowing the Company to seek alternate licensees and terminate the agreement if necessary[137]. - The Company and Beijing Trimmune Biotech Co., Ltd. entered into an Amended and Restated License Agreement on November 17, 2025, which includes an exclusive license for HCW11-006 for in vivo applications[138]. - Trimmune is financially responsible for all costs associated with research and development, manufacturing, clinical development, regulatory approval, and commercialization for HCW11-006[139]. Competitive Landscape - The Company faces intense competition from major pharmaceutical and biotechnology companies, which have greater financial resources and expertise in drug development[142]. - The Company is aware of several marketed and investigational products in its leading disease areas, indicating a competitive landscape for its product candidates[143]. - The market for effective T-cell engagers is substantial, with significant unmet needs in oncology, and the Company aims to validate safety and anti-tumor activity in early-phase studies[151]. Manufacturing and Facilities - The company purchased a 36,000 square foot building in Miramar, Florida, intended for small-scale drug manufacturing, with an uncertain completion date[113]. - The company intends to continue manufacturing clinical-grade material using third-party manufacturers until its new facility is operational[113]. - HCW9206 and HCW9201 are designed to streamline production and potentially lower manufacturing costs for CAR-T and NK cell therapies[92].

Revenue Performance - Revenues for Q4 2025 were $27,010, a significant decrease from $394,804 in Q4 2024, and annual revenues dropped from $2.6 million in 2024 to $54,232 in 2025[11] - Revenues for the three months ended December 31, 2024, were $394.8 million, a significant increase compared to $27.0 million for the same period in 2025[23] - Net revenues for the year ended December 31, 2024, reached $959.4 million, up from $10.8 million in 2025, indicating strong growth[23] Expenses - R&D expenses increased by 27% in Q4 2025 to $1.3 million compared to $1.0 million in Q4 2024, while annual R&D expenses decreased by 15% from $6.4 million in 2024 to $5.4 million in 2025[12] - G&A expenses for Q4 2025 were $1.5 million, down 26% from $2.0 million in Q4 2024, but increased by 13% for the year from $6.8 million in 2024 to $7.7 million in 2025[13] - Total operating expenses for the three months ended December 31, 2024, were $3.24 billion, compared to $4.47 billion in 2025, reflecting a decrease in expenses[23] Net Income/Loss - The net gain for Q4 2025 was $2.2 million, a turnaround from a net loss of $3.4 million in Q4 2024; however, the annual net loss decreased from $30.0 million in 2024 to $6.5 million in 2025[15] - The net loss for the three months ended December 31, 2024, was $3.37 billion, compared to a net profit of $719.2 million in 2025[23] - The company reported a net loss per share of $3.19 for the three months ended December 31, 2024, compared to a loss of $1.02 in 2025[23] Financial Position - Cash and cash equivalents as of December 31, 2024, were $4.67 million, down from $1.95 million in 2025, indicating a decrease in liquidity[25] - Total assets decreased from $30.24 million in 2024 to $24.52 million in 2025, showing a decline in overall asset value[25] - Total liabilities increased significantly from $37.01 million in 2024 to $21.76 million in 2025, indicating a shift in financial obligations[25] - The accumulated deficit grew from $100.56 million in 2024 to $108.52 million in 2025, reflecting ongoing financial challenges[25] Business Development - The company received a $3.5 million upfront licensing fee for HCW11-006, with $2.9 million net after taxes, and is eligible for additional milestone payments and royalties[7] - HCW9302, the lead product candidate, is currently in a Phase 1 clinical trial for alopecia areata, with preliminary human data expected in the first half of 2026[5] - The company launched two proprietary fusion protein molecules as commercial-ready reagents to support the production of cell-based immunotherapeutics during 2025[9] - HCW Biologics is focusing on business development programs and has entered into two licensing agreements for its proprietary molecules[19] Compliance and Concerns - The Nasdaq Hearings Panel confirmed the company regained compliance with listing rules, but it faces ongoing scrutiny regarding its stock price following a reverse stock split[17] - The company has substantial doubt about its ability to continue as a going concern for at least 12 months without additional funding[16] Shareholder Impact - The weighted average shares outstanding increased from 1,057,542 in 2024 to 3,384,062 in 2025, indicating potential dilution of shares[23]

Revenue Performance - The Company reported Gamma Knife revenue of $9,185,000 for the year ended December 31, 2025, representing 32.7% of total revenue, down from $9,716,000 and 34.3% in 2024[41]. - Total revenue for the year ended December 31, 2025, was $28,082,000, a decrease of 0.9% compared to $28,340,000 in 2024[212]. - Revenue from the leasing segment decreased by $3,076,000 in 2025 due to a decrease in PBRT volumes and the expiration of three Gamma Knife contracts[212]. - Direct patient service segment revenue increased by $2,973,000 in 2025, driven by the single-unit facility in Puebla, Mexico, and three recently acquired facilities in Rhode Island[212]. - Revenue from LINAC business for 2025 was $11,528,000, representing a 35.4% increase from $8,517,000 in 2024, with the number of LINAC sessions rising to 28,147[213]. - PBRT revenue for 2025 was $7,369,000, a decrease of 26.0% from $9,952,000 in 2024, with the number of PBRT fractions performed dropping to 4,056[214]. - Revenue sharing arrangements accounted for approximately 36% of total revenue in 2025, down from 47% in 2024[197]. - The Company recognized direct patient service revenues of approximately $15,529,000 in 2025, up from $12,556,000 in 2024[200]. Acquisitions and Expansions - The Company acquired a 60% interest in the RI Companies for $2,850,000, which operate three radiation therapy cancer centers in Rhode Island, enhancing its direct patient service business model[24]. - The Company began treating patients at its stand-alone radiation therapy facility in Puebla, Mexico, in July 2024, following the acquisition of the RI Companies[31]. - The Company signed a Joint Venture Agreement to establish Instituto Gamma Knife San Javier Mexico S.A.P.I. de C.V. in Guadalajara, Mexico, with a 70% ownership interest, expected to begin treating patients in mid to late 2026[26]. - The Company completed the RI Acquisition on May 7, 2024, acquiring 60% of the equity interests of the RI Companies, which operate three radiation therapy facilities[169]. Financial Obligations and Compliance - The Company entered into a five-year $22,000,000 credit agreement with Fifth Third Bank, which includes a $9,500,000 term loan and a $7,000,000 revolving line of credit[50]. - As of September 30, 2025, the Company was not in compliance with the minimum unrestricted domestic cash requirement of $5,000,000[55]. - The Company received a limited waiver from Fifth Third regarding its failure to comply with the maximum funded debt-to-EBITDA ratio covenant as of June 30, 2025[54]. - The Company faces substantial doubt about its ability to continue as a going concern due to potential defaults under its credit agreements[64]. - As of December 31, 2025, the Company was not in compliance with the minimum fixed-charge coverage ratio, the maximum funded debt-to-EBITDA ratio, and the Minimum Cash Covenant required by the Credit Agreement[115]. - The Company received notice from Fifth Third on December 10, 2025, asserting that an event of default had occurred under the Credit Agreement due to the failure to satisfy the Minimum Cash Covenant for the fiscal quarter ended September 30, 2025[114]. - The Company is currently in discussions with Fifth Third regarding a waiver and an amendment to the Credit Agreement, but there are no assurances regarding the outcome of such discussions[116]. Operational Challenges - The Company reported a decrease in Gamma Knife leasing volume by 19.2% from 624 procedures in 2024 to 504 in 2025, and a decrease in PBRT procedures by 21.1% from 5,139 to 4,056[186]. - The number of Gamma Knife procedures performed in 2025 decreased by 147, totaling 937 procedures, a decline of 13.6% compared to 1,084 in 2024[216]. - The decline in direct patient service volumes was attributed to downtime for upgrading the Gamma Knife in Peru[216]. - The Company has historically relied on Gamma Knife unit placement and PBRT systems for revenue, but plans to diversify its product mix to include other types of stereotactic radiosurgery equipment[123]. Market and Competitive Landscape - The Company operates a proton therapy system at Orlando Health, competing primarily with conventional LINAC-based radiation therapy, which remains the most common treatment method[68]. - There are currently fewer than 50 proton beam radiation therapy centers in the United States, with no direct competitors in the immediate Orlando area[68]. - The Company faces competition from alternative radiosurgery devices and conventional neurosurgery, which may impact its ability to secure future Gamma Knife procedures and profitability[138]. - The competitive market for the Company's services includes other companies providing alternative financing for Gamma Knife units, which may impact sales[137]. Regulatory and Compliance Issues - The Company believes it is in compliance with federal anti-kickback statutes and other regulations affecting its operations[84]. - The Company faces potential adverse effects from changes in government health care funding policies, which could impact reimbursement rates and service coverage[81]. - The Company has expanded its accounting staff to address material weaknesses in internal controls over financial reporting, but there is no assurance of successful remediation[130]. - The Company believes it is in substantial compliance with the various rules and regulations affecting its businesses[94]. Cybersecurity and Risk Management - Cybersecurity risks are a significant concern, with the Company implementing various policies to safeguard its IT infrastructure and data[157]. - The Company's IT Manager is responsible for managing cybersecurity risks and ensuring compliance with security policies and regulations[162]. - The Company has identified cybersecurity risks and is committed to investing in and strengthening its cybersecurity infrastructure[166]. Employee and Governance Information - The Company had a workforce of 44 full-time employees in the United States and 38 full-time employees across its facilities in Peru, Ecuador, and Mexico as of December 31, 2025[97]. - Officers and directors collectively own approximately 23.8% of the Company's outstanding common stock, which may influence corporate governance and strategic decisions[152]. - The Company does not anticipate paying dividends in the foreseeable future, relying on market price appreciation for shareholder returns[155].

Revenue Performance - Revenue for Q4 2025 was $19.4 million, down 10.9% from $21.8 million in Q4 2024[7] - Full year 2025 revenue decreased to $69.3 million, a decline of 14.5% compared to $81.1 million in 2024[7] Profitability - Gross profit for Q4 2025 was $3.9 million, compared to $4.3 million in Q4 2024, with a gross margin of 20.3%[7] - The company reported a net loss of $0.8 million for the full year 2025, compared to a net income of $3.3 million in 2024[7] - Adjusted EBITDA for the full year 2025 was $1.0 million, significantly lower than $7.8 million in 2024, with an adjusted EBITDA of $5.5 million excluding the A-10 Program impact[7][23] - The gross margin for the full year 2025 was 15.2%, with a notable 21.1% when excluding the A-10 Program impact[7] Debt and Financing - Debt as of December 31, 2025, increased to $18.4 million from $17.4 million in 2024[7] - The company refinanced its debt in December 2025, extending maturity to December 2030 and lowering interest rates[6] Future Outlook - The company ended 2025 with a strong backlog of $505 million, indicating future revenue potential[6] - Significant contract wins were reported from major clients including Raytheon and Lockheed Martin, aligning with the Aerospace & Defense Programs strategy[5]

Operations and Equipment - Dawson Geophysical Company operates 130 vibrator energy source units and approximately 280,000 recording channels as of December 31, 2025[29]. - The company has entered into an Equipment Purchase Agreement to acquire new single point node channels for an aggregate purchase price of approximately $24.2 million, with $4.8 million paid upon execution[17]. - The company has invested in additional recording channels to meet the increasing demand for higher resolution seismic data, enhancing operational efficiencies and revenue potential[27]. - The company has incorporated artificial intelligence into its operations to enhance productivity, but this presents potential legal and regulatory risks[91]. - The company aims to provide technologically advanced 3-D data acquisition services and maintains equipment in anticipation of increased future demand[178]. Financial Performance - During the twelve months ended December 31, 2025, sales to one client represented approximately 51% of total revenues, up from 29% in 2024[32]. - U.S. fee revenues for the year ended December 31, 2025, were $46.3 million, an increase from $40.7 million in 2024, driven by increased demand for services[159]. - Canadian fee revenues for the year ended December 31, 2025, were $15.5 million, up from $12.7 million in 2024, also due to increased demand[160]. - Total revenues for the year ended December 31, 2025, reached $75.6 million, compared to $74.2 million in 2024[160]. - The company incurred net losses of $1.9 million for the year ended December 31, 2025, and $4.1 million for the year ended December 31, 2024[69]. - Adjusted EBITDA for 2025 was $4.682 million, up from $1.961 million in 2024[170]. Capital Expenditures and Budget - The capital expenditure budget approved by the Board of Directors for 2025 was $6 million, with actual expenditures amounting to $6.8 million[30]. - The Board of Directors has approved a capital expenditure budget of $3 million for 2026, including the final payment under the Equipment Purchase Agreement[30]. - The company entered into an equipment purchase agreement for new single point node channels for approximately $24.2 million, with $20.9 million of equipment delivered by December 31, 2025[150]. Client and Revenue Concentration - The largest client accounted for approximately 51% of the company's revenues for the twelve months ended December 31, 2025, while sales to two clients represented about 43% of revenues for the twelve months ended December 31, 2024[65]. - The company reported a concentration of credit risk, with its largest client accounting for approximately 51% of revenue during the twelve months ended December 31, 2025[198]. Market Conditions and Risks - The company derives substantially all revenues from providers of multi-client data libraries and companies in the oil and natural gas exploration and development industry, which is historically cyclical and significantly affected by oil and natural gas prices[48]. - Current macroeconomic conditions, including inflation and geopolitical conflicts, are expected to continue impacting oil and gas commodity prices, which could materially affect the company's business and cash flows[45]. - Significant fluctuations in oil and natural gas prices and exploration activities could adversely impact the company's revenues, cash flows, and profitability[49]. - Clients can delay, reduce, or cancel service contracts on short notice, which may lead to lower than expected demand and revenues[66]. - The company is monitoring geopolitical events that may lead to further sanctions and supply chain disruptions, affecting global macroeconomic conditions and oil and natural gas prices[46]. Internal Controls and Compliance - The company identified a material weakness in its internal control over financial reporting, which remains unremediated as of March 31, 2026[71]. - Management is implementing remediation steps to address the material weakness, including a review control for uncompleted customer contracts[205]. - The effective tax rate differs from the statutory federal rate of 21% due to state and local taxes, valuation allowances, and non-deductible expenses[204]. - The company is subject to various federal, state, and local regulations, which may require financial and managerial resources to comply, potentially affecting future operations[110]. Competition and Market Position - The seismic data acquisition industry is competitive, with primary competitors including SAExploration Holdings, Inc., Echo Seismic Ltd., and Paragon Geophysical Services, Inc.[40]. - The company faces competition in the seismic data acquisition industry, which could lead to downward pricing pressure and loss of market share[84]. Financial Position and Liquidity - As of December 31, 2025, the company had no balance outstanding on its credit facility, with a borrowing base of $4.9 million, but the borrowing base reduces by $139,862 monthly[78]. - The company has a revolving credit note with Equify Financial, with certain accounts receivable and seismic equipment pledged as collateral, which may limit borrowing capacity if accounts receivable decrease[56]. - As of December 31, 2025, the company had $4.9 million in cash and a negative working capital balance of $5.0 million[180]. - Net cash provided by operating activities was $14.0 million for the year ended December 31, 2025, compared to a net cash used of $1.9 million in 2024[175]. Cybersecurity and Risk Management - The company has implemented a cybersecurity program to manage risks from cybersecurity threats, which could have material adverse effects on its operations[126]. - The Vice President of Corporate Strategy and Planning oversees the cybersecurity program, reporting directly to the CEO and attending Board meetings to discuss risk management developments[127]. - The company regularly conducts vulnerability testing and security audits to identify and mitigate cybersecurity risks[130]. Future Outlook - The company anticipates an increase in utilization and revenue in the first quarter of 2026, following high crew utilization in the fourth quarter of 2025[149]. - The company has observed significant demand for new equipment from customers during 2025 and into the first half of 2026[150].

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 001-40017 CROWN PROPTECH ACQUISITIONS (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (S ...

TAEUS Platform Development - The company is developing the TAEUS platform, focusing on liver fat assessment, a key biomarker for metabolic diseases like MASLD and MASH[16] - The TAEUS platform aims to provide a scalable, non-invasive, point-of-care solution for metabolic disease management, with a subscription-based business model for recurring revenue[17][18] - The TAEUS technology utilizes RF energy to differentiate lean and fatty tissues, providing high-contrast imaging and potentially enhancing conventional ultrasound capabilities[39][41] - The company plans to implement a subscription-based business model with monthly recurring revenue, pricing the initial liver TAEUS system competitively based on clinical value and customer ROI[63] - The company is exploring additional applications of TAEUS technology, including thermal ablation monitoring and vascular imaging, which remain under development[76] Market Opportunity and Competition - The company identified a significant market opportunity, with over 2 billion people affected by steatotic liver disease globally, highlighting the need for reliable, affordable diagnostic tools[26] - Current diagnostic methods for liver fat, such as MRI and liver biopsy, are expensive and invasive, creating a demand for non-invasive, cost-effective alternatives like TAEUS[30][34] - Target markets for the TAEUS liver device include pharmaceutical companies, high-end primary care networks, bariatric clinics, and primary/internal medicine practices[45] - The company faces competition from larger corporations in the ultrasound and MRI systems market, as well as emerging low-end handheld ultrasound competitors[72] - The company faces significant competition in the medical imaging market, requiring the development of TAEUS applications that offer substantial advantages over existing products[128] Financial Performance and Capital Needs - The Company has an accumulated deficit of $110.4 million as of December 31, 2025, indicating a history of operating losses and the need for significant additional capital to continue operations[98] - The Company is exploring additional sources of liquidity, including public or private equity offerings, debt financings, and corporate collaborations, to meet its capital needs[99] - The company's quarterly and annual results may fluctuate significantly, affecting cash position and potentially requiring additional capital raises on unfavorable terms[193] - Future sales and issuances of common stock could result in substantial dilution for existing stockholders, impacting the price of the company's securities[207] Regulatory and Compliance Challenges - The company submitted a De Novo request to the FDA in Q3 2023, which was closed on April 24, 2024, due to the need for additional clinical data and resources[60] - Regulatory compliance is critical, as failure to obtain necessary clearances or approvals could harm commercial operations and lead to significant delays[162] - The European Union's Medical Device Regulation (MDR) requires stricter clinical evidence and pre-market assessments, impacting the company's product certifications[158] - The company must comply with various regulatory requirements, including timely reporting of device-related incidents, to avoid sanctions and protect its market position[165] - The company may face challenges in obtaining regulatory approvals, which could result in increased scrutiny and potential sanctions from the FDA and other regulatory bodies[167] Strategic Alternatives and Shareholder Value - The company is evaluating strategic alternatives to maximize shareholder value, including potential mergers or collaborations, with no set timetable for completion[24] - The company is exploring various strategic alternatives to maximize stockholder value, including mergers and asset sales, but execution may be costly and time-consuming[105] - There is a risk that failure to complete a strategic alternative could negatively impact investor perceptions and the market price of the company's common stock[106] Operational and Management Risks - The company has limited operating history and may lack the necessary resources and expertise to successfully execute its TAEUS business model on a global scale[107] - Attracting and retaining qualified personnel is critical for executing the company's growth plan, with intense competition for skilled engineers and sales executives[137] - The company has material weaknesses in its internal control over financial reporting, which may lead to undetected errors and materially misstated financial statements[201] - The company is constrained in improving internal controls due to limited resources, which may hinder effective financial reporting[201] Legal and Intellectual Property Risks - The company relies on patent, copyright, and trade secret laws to protect its proprietary technology, but challenges to its intellectual property could harm its business[145] - The medical device industry is characterized by extensive litigation regarding intellectual property rights, which could interfere with the company's ability to sell its TAEUS applications[151] - If the company is found to infringe third-party patents or trademarks, it could face treble damages and significant costs associated with licensing arrangements[152] Digital Asset Strategy - In 2025, the company expanded its strategy to include a Digital Asset Treasury initiative to optimize capital preservation and generate non-dilutive returns through DeFi investments[19] - The Company has entered into an Amended and Restated Investment Management Agreement with Arca to manage funds allocated to its DAT strategy, focusing on decentralized finance[83] - The Company holds its DAT assets in custody accounts at Anchorage Digital Bank, which provides storage and support services for its digital assets[84] - The Company may face significant risks related to the volatility of digital asset prices, which could impact its financial condition and the reported value of its assets[94] - The Company is subject to regulatory risks that could affect its ability to hold, trade, or utilize digital assets as part of its treasury strategy[100] Market Acceptance and Commercialization - The company may not achieve adequate market acceptance for its TAEUS platform applications, which are critical for its success[89] - Market acceptance of TAEUS applications by physicians and third-party payors is uncertain, which could adversely affect revenue generation[108] - The company has limited data on the efficacy of its TAEUS platform applications, which may hinder successful commercialization[115] External Factors and Industry Trends - Changes in the healthcare industry, such as managed care and cost containment, may reduce market size or require price reductions, negatively impacting financial performance[132] - Public health crises, such as pandemics, can adversely impact clinical trials and regulatory approval processes, as seen during the COVID-19 pandemic[144] - Legislative and regulatory changes in the healthcare system could hinder the commercial success of the company's planned products[179] - The emergence of alternative digital assets and central bank digital currencies (CBDCs) could negatively impact the market price of cryptocurrencies held by the company[210]

Financial Performance - For the year ended December 31, 2025, the company incurred a net loss of $79,071,276, compared to a net loss of $34,515,754 for 2024, resulting in an accumulated deficit of $200,479,831 as of December 31, 2025[252]. - The company generated total revenue of nil for the year ended December 31, 2025, down from $152,127 in 2024[252]. - The company reported a net loss of $79,071,276 in 2025, an increase of $44,555,522 from the net loss of $34,515,754 in 2024[309]. - Loss from operations was $18,376,593 in 2025, compared to a loss of $13,150,890 in 2024, indicating a worsening operational performance[309]. - The net cash used in operating activities increased to $16,090,302 in 2025 from $6,616,941 in 2024, primarily due to a net loss increase of $44,555,522[346]. - The company anticipates continuing to incur net losses for the foreseeable future and is pursuing a Transformation Plan to improve its financial condition[340]. Cost Management - The company has initiated cost-reduction measures, including employee furloughs, due to insufficient funding, which led to the resignation of several key employees[253]. - Cost of revenue decreased by $2,024,103 in 2025, attributed to a reduction in direct labor and overhead costs due to decreased production[310]. - Research and development expenses decreased by $1,647,257 in 2025, mainly due to personnel cost reductions and furloughs of R&D employees[311]. - General and administrative expenses rose to $13,348,686 in 2025, an increase of $4,541,035 from 2024, driven by scaling headcount and compliance costs[287]. - Selling and marketing expenses increased significantly to $4,671,975 in 2025, up from $468,074 in 2024, reflecting expansion efforts[309]. Financing Activities - The company plans to finance its operations through the issuance and sale of debt or equity securities, including a Standby Equity Purchase Agreement allowing for the sale of up to $100,000,000 of Common Stock[265]. - On December 17, 2025, the company completed a $25,000,000 financing transaction, resulting in gross cash proceeds of $23,250,000 after a 7.0% original issue discount[262]. - The company generated $58,133,746 from financing activities in 2025, a substantial increase from $4,677,578 in 2024, primarily from debt instruments and the SEPA[349][350]. - Gross cash proceeds of $30,406,708 were received from certain debt instruments issued during 2025[338]. Compliance and Regulatory Issues - The company received a Notice of Noncompliance from NYSE Regulation on April 29, 2025, due to not maintaining stockholders' equity of $2,000,000 or more[276]. - A 1-for-4.99 reverse stock split was executed on February 27, 2026, to comply with NYSE American's Minimum Trading Price requirement[251][273]. Asset Management - The company wrote down its inventory and property to a net realizable value of zero during the first quarter of 2025 due to lease defaults[275]. - The company has recorded a full valuation allowance against its deferred tax assets due to historical net losses, which may change based on future operating results[368]. Future Outlook - The company has not yet achieved commercialization and expects to incur significant expenses and operating losses for the foreseeable future[254]. - Future liquidity may be provided from agreements executed after December 31, 2025, as detailed in the financial statements[338]. - The company has yet to generate meaningful revenue from operations and relies on debt and equity financing for capital expenditures and working capital[338].

Financial Performance - Nomadar reported revenue of $921,940 for FY2025, a significant increase from $8,025 in FY2024, reflecting the activation of its operating model[4] - The company achieved a gross profit of $477,082 in FY2025, resulting in a gross margin of 51.8%[5][6] - Nomadar incurred a net loss of $2,767,318 in FY2025, primarily due to non-recurring expenses related to its public listing[8] - As of December 31, 2025, stockholders' equity increased to $7,118,188, up from a negative equity of $(1,361,698) in FY2024[9] - Operating expenses for FY2025 were $3,168,587, reflecting the costs associated with transitioning to a public company[7] Future Revenue Prospects - The company secured approximately $2 million in contracted revenue for Q1 2026, which would more than double its total revenue for FY2025[14] International Expansion - Nomadar is expanding its international presence, having entered markets in Ecuador, Mexico, and India[14] Digital Strategy - The company is advancing its digital strategy, including the launch of an e-commerce vertical and a membership-based platform for football education[15][17] Project Development - Nomadar is progressing on the JP Financial Arena project, a multi-purpose venue expected to begin construction in early 2027[16][20] Investment Commitments - Sport City Cadiz committed to securing $10 million in investments within 18 months post-listing, with $7.3 million already secured from new investors[11][13]