IPO and Financial Proceeds - The company completed its initial public offering (IPO) on January 22, 2026, generating gross proceeds of $200 million from the sale of 20 million units, each consisting of one Class A ordinary share and one-half of one redeemable warrant [19]. - An additional 2.5 million units were sold under the over-allotment option on January 26, 2026, generating gross proceeds of $25 million [21]. - The total net proceeds from the IPO and private placements amounted to $225 million, which has been placed in a trust account for the benefit of public shareholders [23]. - The company completed its Initial Public Offering (IPO) on January 22, 2026, raising gross proceeds of $200,000,000 from the sale of 20,000,000 Units at $10.00 per Unit [59]. - An additional 2,500,000 Units were sold under the underwriters' over-allotment option on January 26, 2026, generating gross proceeds of $25,000,000 [61]. - The total amount placed in the trust account following the IPO and over-allotment was $225,000,000, which will be used for future business combinations [62]. - Total transaction costs amounted to $9,571,416, including $3,375,000 in cash underwriting fees and $5,625,000 in deferred underwriting fees [192]. - The Company has placed $225,000,000 in a Trust Account, which is intended for the completion of a Business Combination [194]. Business Strategy and Focus - The company intends to focus on identifying businesses within the financial services industry, including traditional financial institutions and technology-driven platforms [26]. - The company aims to partner with businesses that exhibit strong fundamentals and scalable business models, prioritizing those with recurring revenue streams and potential for margin expansion [29]. - The initial business combination must have an aggregate fair market value of at least 80% of the assets held in the trust account at the time of the agreement [36]. - The company has not selected any specific Business Combination target and has not engaged in substantive discussions regarding a Business Combination [188]. Financial Condition and Performance - As of December 31, 2025, the company reported a net loss of $69,205, primarily due to formation and administrative costs [71]. - The company had a working capital deficit of $280,425 as of December 31, 2025, with no cash available prior to the IPO [72]. - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination [70]. - The company reported a net loss of $69,205 for the period from July 31, 2025, through December 31, 2025, resulting in a basic and diluted net loss per Class B ordinary share of $0.01 [180]. - The total shareholder's deficit was recorded at $44,205, with accumulated deficit amounting to $69,205 [177]. - As of December 31, 2025, the Company had no cash and a working capital deficit of $280,425 [203]. - The Company had no cash or cash equivalents as of December 31, 2025 [210]. Management and Governance - The management team has over a century of collective experience in financial institutions, providing a robust network and understanding of market dynamics [30]. - The board of directors consists of seven members, divided into three classes, with each class serving a three-year term [106]. - The audit committee is composed of three independent members: David H. Lui, Jeffrey H. von Gillern, and Nicholas H. Smith [109]. - The compensation committee includes William N. Goetzman, Jeffrey H. von Gillern, and Nicholas H. Smith, all of whom are independent [112]. - The company has adopted a clawback policy compliant with Nasdaq listing rules as required by the Dodd-Frank Act [120]. - The company has not entered into any employment agreements with its executive officers [126]. - All compensation to be paid to executive officers will be determined by a compensation committee constituted solely by independent directors [130]. Shareholder Information - As of March 23, 2026, the company has a total of 28,125,000 ordinary shares outstanding, comprising 22,250,000 Class A ordinary shares and 5,625,000 Class B ordinary shares [132]. - X3 Acquisition Management LLC holds 5,625,000 ordinary shares, representing 20.00% of the total outstanding shares [133]. - Linden Capital L.P. owns 1,400,000 ordinary shares, accounting for 4.98% of the total [133]. - Meteora Capital, LLC holds 2,000,000 ordinary shares, which is 7.11% of the total [133]. - The company issued 5,750,000 Class B ordinary shares to its sponsor for a total purchase price of $25,000, approximately $0.004 per share [139]. Compliance and Reporting - The financial statements were audited and presented fairly in all material respects, conforming to generally accepted accounting principles in the United States [170]. - The company’s audit was conducted in accordance with PCAOB standards, ensuring independence and compliance with U.S. federal securities laws [171]. - The Company is classified as an "emerging growth company" and is exempt from certain reporting requirements under the JOBS Act [206]. - The Company has not opted out of the extended transition period for new or revised financial accounting standards, allowing it to adopt standards at the same time as private companies [207]. - The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2025 [91]. - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter [93].

Financial Condition and Risks - The company expects to incur significant costs in pursuit of its acquisition plans and may not have sufficient funds outside of the trust account to operate for the duration of the completion window [188]. - If the initial business combination is not completed, public shareholders may receive approximately $10.00 per share or less upon liquidation of the trust account [189]. - The company may face write-downs or impairments post-business combination, negatively impacting financial condition and share price [190]. - Claims by third parties could reduce the proceeds in the trust account, potentially leading to a per-share redemption amount of less than $10.00 [192]. - Cohen Circle Sponsor II, LLC is liable for claims that reduce trust account funds below $10.00 per public share, but may not have sufficient assets to cover these obligations [194]. - The company may engage third parties that refuse to execute waivers, which could expose the trust account to claims and reduce available funds for public shareholders [193]. - Adverse developments in the financial services industry could impair the value of assets in the trust account, affecting liquidity and financial condition [198]. - The company may pursue acquisition opportunities outside of management's areas of expertise, which could lead to inadequate risk assessment and potential reduction in share value [200]. - If the trust account proceeds are distributed before a bankruptcy filing, shareholders may face claims for recovery of those proceeds [196]. - The company has not verified the financial capability of Cohen Circle Sponsor II, LLC to satisfy indemnity obligations, raising concerns about trust account fund availability [195]. Acquisition and Business Combination Challenges - The company is not required to obtain an independent valuation opinion for the target business, which may lead to reliance on the board's judgment for fair market value assessments [201]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly if the target company is not compliant with internal control requirements [203]. - The company may face limitations in acquiring target businesses due to the requirement of furnishing financial statements that comply with U.S. GAAP or IFRS, potentially reducing the pool of available targets [202]. - There is no specified maximum redemption threshold, allowing the company to complete a business combination even if a majority of shareholders disagree [207]. - Investors may not have sufficient time to comply with redemption requirements due to the short notice period for general meetings, potentially forcing them to retain shares [208]. - The company may need to seek additional financing if the net proceeds from the initial public offering are insufficient to complete the business combination, which could lead to restructuring or abandonment of the deal [214]. - The company may issue debt to complete a business combination, which could adversely affect its leverage and financial condition, impacting shareholder value [217]. - The departure of key personnel from a target business upon completion of the acquisition could negatively impact operations and profitability [211]. - The company may amend its governing documents to facilitate business combinations that some shareholders may not support, increasing the likelihood of completing such transactions [212]. - The management's ability to assess the target business's management may be limited, potentially leading to a mismatch in skills necessary for operating a public company [210]. - The company may only complete one business combination with the proceeds from the initial public offering, leading to a lack of diversification that could negatively impact operations and profitability [222]. - There are risks associated with combining with early-stage or financially unstable businesses, including volatile revenues and difficulties in retaining key personnel [221]. - The company may face challenges in completing simultaneous business combinations, which could increase costs and operational risks [224]. - The departure of key personnel from the target business post-combination could adversely affect the operations and profitability of the combined entity [230]. - The company is dependent on a small group of officers and directors, and their departure could negatively impact operations [228]. - Conflicts of interest may arise as officers and directors allocate their time between the company and other business endeavors, potentially hindering the completion of the initial business combination [232]. - The company may pursue business combinations with private companies, which often have limited public information, increasing the risk of underperformance [225]. - The company may partner with holders of founder shares in business combinations, which could lead to conflicts of interest that may not be advantageous to public shareholders [226]. - The company is not permitted to effectuate its initial business combination with another blank check company or similar entity with nominal operations, limiting its options for potential targets [220]. Shareholder and Market Considerations - Initial shareholders collectively own 26.3% of the issued and outstanding shares, which will be worthless if the initial business combination is not completed [246]. - The nominal purchase price of $0.003 per founder share may lead to significant dilution of public shares upon the initial business combination, with an implied value decrease from $9.57 to $6.98 per public share [251][252]. - The total funds in trust available for the initial business combination, after deferred underwriting commissions, amount to $242,220,000 [252]. - The initial implied value per public share is defined as the funds available for the initial business combination divided by the public shares issued, totaling 25,300,000 [252]. - The founder shares may have significant value post-business combination, even if public shares trade below the initial public offering price [248]. - Conflicts of interest may arise due to the financial interests of the sponsor, directors, and officers in selecting a target business combination [249]. - The company may engage affiliates of the sponsor for additional services, which could lead to potential conflicts of interest [237]. - The management team and board of directors have significant experience, but their involvement in other companies may lead to litigation or investigations that could impede the business combination [242]. - The sponsor's total investment in the company amounts to $4,475,000, which includes $25,000 for founder shares and $4,450,000 for placement units [253]. - Assuming a trading price of $10.00 per share, the value of the 8,673,333 founder shares and 445,000 placement shares held by the sponsor would be approximately $91,183,330 [253]. - If the trading price drops to $0.49 per share, the value of the founder and placement shares would still equal the sponsor's initial investment, indicating a potential for profit despite public share value loss [253]. - The company may face regulatory challenges from CFIUS regarding initial business combinations with U.S. target companies, which could limit potential targets and delay transactions [255]. - If the initial business combination is not completed within the designated timeframe, the company may be required to liquidate, leading to potential losses for shareholders [256]. - The company may issue shares in private placement transactions at $10.00 per share or at a price approximating the trust account amounts, which could dilute existing shareholders [259]. - Shareholders may not have rights to funds from the trust account except under specific circumstances, potentially forcing them to sell shares at a loss [261]. - If the company cannot complete the initial business combination, it may seek to amend its articles of association to extend the completion period, requiring a two-thirds majority vote from shareholders [263]. - Shareholders could be liable for claims against the company if distributions are made while the company is unable to pay its debts, exposing directors to potential legal issues [264]. Regulatory and Compliance Issues - The company has committed to filing a registration statement for shares issuable upon warrant exercise within 20 business days post-business combination, aiming for effectiveness within 60 days [266]. - The sponsor holds approximately 26.3% of the issued and outstanding ordinary shares, influencing the appointment of all directors prior to the initial business combination [269]. - The board of directors, appointed by co-sponsors, generally serves a three-year term, with no annual general meeting to appoint new directors before the initial business combination [271]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act, potentially hindering the completion of the initial business combination [273]. - The trust account funds are held in U.S. government treasury obligations or money market funds, with a strategy to avoid being classified as an investment company [277]. - The company may issue additional Class A ordinary shares, which could dilute existing shareholders' interests [289]. - There are 467,475,000 authorized but unissued Class A ordinary shares available for issuance, taking into account shares reserved for outstanding warrants [290]. - Nasdaq listing requires maintaining certain financial and share price levels, including a minimum share price of $4.00 and at least 400 public holders [285]. - If delisted from Nasdaq, the company could face reduced liquidity and increased regulatory scrutiny in various states [286]. - The company may liquidate trust account securities to mitigate the risk of being deemed an investment company, which would reduce the amount available for public shareholders upon liquidation [280]. - Shareholders holding over 15% of Class A ordinary shares may lose the ability to redeem excess shares if the company seeks shareholder approval for the initial business combination [284]. - The company may issue a substantial number of additional ordinary shares and preference shares to complete its initial business combination or under an employee incentive plan [291]. - The registration rights granted to initial holders may adversely affect the market price of Class A ordinary shares and complicate the completion of the initial business combination [292]. - Issuing additional ordinary shares could significantly dilute the equity interest of investors and may adversely affect the market prices for the company's units and shares [293]. - The company has issued warrants to purchase 6,325,000 Class A ordinary shares at a price of $11.50 per share, which may complicate the initial business combination [303]. - The company may redeem outstanding warrants at a price of $0.01 per warrant if the Class A ordinary shares' price exceeds $18.00 for a specified period, potentially disadvantaging warrant holders [301]. - The company may require holders of warrants to exercise on a cashless basis, resulting in fewer Class A ordinary shares received upon exercise [302]. - Provisions in the company's amended and restated memorandum may inhibit takeovers, potentially limiting the price investors are willing to pay for Class A ordinary shares [306]. - The company is subject to anti-takeover provisions under Cayman Islands law, which could delay or prevent a change of control [307]. - The company may amend the terms of the warrants with the approval of a majority of the holders, which could adversely affect the interests of warrant holders [297]. - The company may face increased costs and difficulties in concluding its initial business combination due to the existence of registration rights and the potential dilution of shares [292]. Market Environment and Economic Factors - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve business objectives [316]. - There is increased competition for attractive acquisition targets, which may raise costs and complicate the ability to complete initial business combinations [318][319]. - Recent increases in inflation and interest rates could lead to price volatility and economic disruptions, making it harder to consummate initial business combinations [325]. - Changes in international trade policies and tariffs may adversely affect the search for acquisition targets and the performance of post-combination companies [328][330]. - The ongoing geopolitical conflicts, such as the Russia-Ukraine conflict and the Israel-Hamas conflict, could disrupt markets and adversely affect the search for business combinations [326][327]. - The company may face challenges in managing cross-border operations, including currency fluctuations and complex tax regulations [312][314]. - New SEC rules regarding SPACs may increase costs and time needed to complete initial business combinations [324]. - The potential for directors and officers liability insurance to become more expensive and less available could complicate negotiations for business combinations [320][321]. Corporate Governance and Shareholder Engagement - The company may not hold an annual general meeting until after the initial business combination, limiting shareholder engagement prior to that point [332]. - The unfamiliarity of new management with U.S. securities laws could lead to regulatory issues that adversely affect operations [313]. - The company is classified as an "emerging growth company" and a "smaller reporting company," which allows it to take advantage of certain exemptions from disclosure requirements, potentially making its securities less attractive to investors [333]. - The company may remain a smaller reporting company until the market value of its ordinary shares held by non-affiliates exceeds $250 million or annual revenues exceed $100 million [335]. - Compliance with public company requirements may strain resources and divert management's attention, increasing legal and financial compliance costs [336]. - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases, which could decrease the value of the company's securities and hinder its ability to consummate an initial business combination [340]. - The company may reincorporate in another jurisdiction in connection with its initial business combination, which could result in tax implications for shareholders [346]. - Certain agreements related to the initial public offering may be amended without shareholder approval, potentially affecting the value of investments in the company's securities [347]. - The company may be classified as a passive foreign investment company (PFIC), which could lead to adverse U.S. federal income tax consequences for U.S. investors [339]. - The company has elected not to opt out of the extended transition period for new financial accounting standards, which may complicate comparisons with other public companies [334]. - The company faces uncertainties regarding compliance with evolving laws and regulations, which may increase general and administrative expenses [337]. - The company is incorporated under the laws of the Cayman Islands, which may limit investors' ability to protect their rights through U.S. Federal courts [348]. - The initial public offering (IPO) units were sold at an offering price of $10.00, with $253,000,000 placed in the trust account [353]. - Shareholders can expect a pro rata redemption price of approximately $10.00 per Class A ordinary share upon redemption, although this may vary under certain circumstances [353]. - There is no assurance that shareholders will be able to sell their shares for at least $10.00 per share after the initial business combination, as the target business may face material risks [354]. - The company may be considered a "controlled company" under Nasdaq rules, which could exempt it from certain corporate governance requirements [355]. - The board includes a majority of independent directors and has a compensation committee comprised entirely of independent directors [356]. - Business combinations with financial technology businesses may involve special considerations and risks that could adversely impact operations [357]. - Economic, political, and legal conditions in the operating country could significantly affect business prospects and demand in certain industries [352]. - Public shareholders may face challenges in protecting their interests compared to shareholders of U.S. companies due to the legal framework in the Cayman Islands [351]. - The share price of the combined company may decline below the initial value of the units sold in the IPO after the business combination [353]. - The company has not yet identified a target business for the initial business combination, leading to unknown risks associated with that target [354].

Financial Performance - The company had a net loss of $58,073 for the period from August 5, 2025, through December 31, 2025, primarily due to formation, general, and administrative costs [70]. - The company has not engaged in any operations or generated any operating revenues to date, focusing solely on organizational activities and preparing for the IPO [69]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $287,500,000 from the sale of 28,750,000 Units at $10.00 per Unit, including the full exercise of the underwriters' over-allotment option [72]. - A total of $287,500,000 was placed in the trust account following the IPO, with total transaction costs amounting to $16,395,917 [73]. - The underwriters received a cash underwriting discount of $5,750,000 and a deferred underwriting discount of $10,062,500, payable upon the consummation of an initial Business Combination [82]. Business Combination Plans - The company expects to incur significant costs in pursuing acquisition plans and does not anticipate generating operating revenues until after completing its initial Business Combination [68][69]. - The company intends to use substantially all funds in the trust account to complete its Business Combination and any remaining proceeds for working capital to finance operations of the target business [75]. - The company agreed to pay the sponsor up to $20,000 per month for general and administrative services during the 24-month period to complete a Business Combination [80]. - The company does not believe it will need to raise additional funds to meet operating expenditures but may require additional financing for the Business Combination [78]. Financial Position - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025 [79].

Bankruptcy and Financial Condition - TPI Composites, Inc. filed for Chapter 11 bankruptcy on August 11, 2025, and continues to operate as a debtor-in-possession under the Bankruptcy Court's jurisdiction[28]. - The company is currently undergoing Chapter 11 bankruptcy proceedings, which have materially affected its business, financial condition, and cash flows[79]. - The company has incurred significant costs related to the Chapter 11 cases, which may impact its financial performance[79]. - The company anticipates that its financial results will remain volatile during the Chapter 11 process due to restructuring activities and related expenses[81]. - The management's focus on the Chapter 11 cases may adversely affect the company's business operations and employee retention[82]. - The company is facing substantial doubt about its ability to continue as a going concern due to the ongoing bankruptcy proceedings[80]. - As of December 31, 2025, the company had outstanding senior secured indebtedness of $476.9 million under the Credit Agreement with Oaktree[95]. - The company reported a net cash (debt) position of negative $441.6 million as of December 31, 2025, compared to negative $303.0 million in 2024[212]. - Total debt as of December 31, 2025, was $456.1 million, down from $501.0 million in 2024[212]. Sales and Revenue - For the year ended December 31, 2025, net sales were $918.5 million, an increase from $890.0 million in 2024 and $863.9 million in 2023[212]. - GE Vernova and Vestas accounted for 56.4% and 41.9% of total net sales for the year ended December 31, 2025, highlighting a heavy reliance on a small number of customers[110]. - The company does not have long-term contractual volume commitments from customers beyond 2025, which poses a risk to future revenue stability[111]. - The wind blade average selling price (ASP) decreased to $177 thousand in 2025 from $197 thousand in 2024, but increased from $170 thousand in 2023, showing pricing volatility[223]. Production and Operations - Wind blade manufacturing accounted for approximately 95% of total net sales in 2025, 97% in 2024, and 96% in 2023[35]. - The company has manufactured over 103,000 wind blades since 2001, demonstrating a strong long-term field performance record[38]. - The company employs over 9,600 full-time associates, with approximately 800 in the U.S., 7,800 in Mexico, 900 in India, and 100 in other countries[67]. - The number of wind blade sets produced in 2025 was 1,615, up from 1,406 in 2024 but down from 1,568 in 2023, showing fluctuations in production output[223]. - Utilization rate improved to 76% in 2025 from 73% in 2024, but slightly decreased from 75% in 2023, indicating better efficiency in production[223]. - The company has implemented BladeAssureTM, integrating advanced technologies to ensure high-quality wind blade production and operational efficiency[44]. Market and Competitive Environment - The wind blade market is highly competitive, with significant pressure from Chinese manufacturers expanding into Europe and other regions, impacting the company's competitive environment[56]. - The company faces intense competition from other wind blade manufacturers and in-house production by wind turbine OEMs, which may limit its ability to secure supply agreements[132]. - The U.S. wind energy market is heavily dependent on governmental support, including tax incentives, which may not be extended or could be phased out, potentially harming demand for wind blades[135]. Supply Chain and Costs - The company continues to work on minimizing the impact of inflation on material and production costs, strengthening customer relationships[49]. - The company has faced disruptions in its supply chain due to U.S. Customs and Border Protection reviews related to the Uyghur Forced Labor Prevention Act, affecting the importation of wind blades manufactured in Mexico[65]. - Ongoing inflationary pressures have caused increases in material, labor, and other costs, adversely impacting the company's results of operations[124]. - Minimum wages in Mexico increased by approximately 20%, 12%, and 13% in 2024, 2025, and 2026 respectively, which could adversely affect the company's competitive position[124]. Strategic Initiatives - TPI Composites expects to focus its core wind blade business on supporting operations with GE Vernova, one of the world's largest wind turbine manufacturers[47]. - The company has initiated various funded projects with universities and government laboratories, focusing on advanced manufacturing and sustainability, including the development of AI-powered inspection technologies[50]. - The company is expanding its intellectual property portfolio through internal research and development, leveraging expertise in machine learning and data analysis to enhance manufacturing processes[51]. Financial Performance Metrics - The net loss from continuing operations for 2025 was $324.4 million, compared to $222.8 million in 2024 and $189.3 million in 2023[212]. - Adjusted EBITDA for 2025 was a loss of $112.3 million, compared to a loss of $85.0 million in 2024 and a loss of $121.0 million in 2023[212]. - Free cash flow for 2025 was a negative $140.9 million, compared to a negative $13.7 million in 2024 and a negative $117.1 million in 2023[212]. Corporate Governance and Compliance - The company has provisions in its charter that could delay or prevent acquisitions, including a classified board of directors and limitations on the removal of directors[139]. - The affirmative vote of at least 75% of capital stock holders is required to amend provisions in the company's charter, making it difficult to change management or control[140]. - The company is subject to Delaware law provisions that limit business combinations with stockholders owning 15% or more of voting stock without board approval[141]. - The company has implemented a comprehensive cybersecurity risk management strategy, including policies for assessing and managing cybersecurity threats[144].

Financial Performance - 2025 revenue was $37.1 million, a 4% increase from $35.6 million in 2024, with a gross margin of 71%[5] - Operating loss improved by 10% to $14.7 million in 2025 compared to $16.5 million in 2024, while net loss decreased to $8.2 million or $0.13 per share from $20.7 million or $0.38 per share in 2024[6] - Adjusted EBITDA loss improved to $10.5 million in 2025 from $11.5 million in 2024[6] - Revenue for the three months ended December 31, 2025, was $9,234 million, a 0.9% increase from $9,150 million in the same period of 2024[47] - Gross profit for the year ended December 31, 2025, reached $26,491 million, up from $24,887 million in 2024, reflecting an 6.4% increase[47] - The net loss for the year ended December 31, 2025, was $8,198 million, a significant improvement compared to a net loss of $20,719 million in 2024[47] - Basic net loss per common share improved to $(0.13) for the year ended December 31, 2025, compared to $(0.38) in 2024[50] - Adjusted EBITDA for the year ended December 31, 2025, was $(10,537) million, compared to $(11,456) million in 2024, indicating a narrowing loss[50] Sales and Market Performance - Direct sales outside of Germany increased by 13% to $8.6 million, while distributor sales rose by 11.4% to $16.5 million, together accounting for approximately 68% of total sales[8] - By the end of 2025, over 300,000 cumulative CytoSorb® treatments were delivered globally, marking a more than 50% increase over the past few years[9] - The company reported a current U.S. market share of approximately 50% for ticagrelor, expected to increase significantly due to the availability of lower-cost generics[25] - CytoSorb has been used in over 300,000 devices cumulatively across more than 70 countries[37] Research and Development - The FDA confirmed no safety concerns regarding DrugSorb-ATR but upheld its denial for the initial De Novo application, citing the need for additional information[20] - A new De Novo application for DrugSorb-ATR is being prepared, incorporating real-world data from the STAR Registry to support a favorable benefit-to-risk profile[20] - The company is focused on advancing FDA De Novo authorization for DrugSorb-ATR to establish a second engine of revenue growth[32] - The company has received two FDA Breakthrough Device Designations for DrugSorb-ATR, targeting the removal of blood thinners during urgent cardiothoracic surgery[38] Cash and Assets - Total cash, cash equivalents, and restricted cash amounted to $7.8 million as of December 31, 2025, down from $9.1 million on September 30, 2025[10] - The company ended 2025 with a positive cash balance of $7.8 million, supported by a rights warrant offering and a credit facility amendment providing an additional $2.5 million in liquidity[27] - The company anticipates achieving cash flow breakeven in the second half of 2026 while maintaining adequate cash balances[30] - The company ended 2025 with total current assets of $20.634 million, a decrease from $21.604 million in 2024[44] - Total liabilities increased to $38.279 million in 2025 from $36.265 million in 2024[44] - The company reported an accumulated deficit of $312.207 million at the end of 2025, compared to $304.009 million in 2024[44] Operational Adjustments - In the fourth quarter of 2025, the company implemented a strategic workforce and cost reduction program, reducing headcount by 10%[29] - The company incurred restructuring costs of $510 million for the year ended December 31, 2025, reflecting ongoing strategic adjustments[47] - Research and development expenses decreased to $5,085 million for the year ended December 31, 2025, from $7,607 million in 2024, a reduction of 33.2%[47] Clinical Impact - CytoSorb therapy demonstrated significant clinical benefits, including improved hemodynamics and reduced mortality rates in various critical conditions[16] - The company plans to leverage clinical evidence to enhance user education and support sustained growth across all sales channels in 2026[18]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☐ 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 001-41013 GCT Semiconductor Holding, Inc. (Exact name of Registrant as specified in its Charter) | Delaware | 86-2171699 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 2290 North 1s ...

5G Technology and Market Growth - GCT Semiconductor has launched its first 5G product, with commercial shipments expected in Q4 2025, and anticipates average sales prices for 5G chipsets to be approximately four times that of 4G chipsets[27][28]. - The company expects continued demand for its existing 4G LTE product lineup, as 4G products are projected to coexist with 5G products at lower price points for the foreseeable future[28]. - Fixed Wireless Access (FWA) services based on 4G and 5G are projected to reach 185 million subscriptions by the end of 2025, growing at an annual rate of approximately 11.5% from 2025 to 2030[40]. - 5G-based FWA subscriptions are expected to grow at a CAGR of over 31% from 2025 to 2030, potentially equaling 4G subscriptions by 2027 and constituting 90% of total FWA services by 2031[40]. - By the end of 2025, total 5G subscriptions are expected to reach nearly 2.8 billion worldwide, with an anticipated increase to 6.4 billion globally by the end of 2031[36]. - GCT Semiconductor's 5G technology is expected to support ultra-fast wireless communication, ultra-low latency, and massive machine-type communication, essential for the Fourth Industrial Revolution[35][48]. - The company has developed competitive 5G chipsets in collaboration with a leading global wireless operator, with a Joint Development Agreement (JDA) that includes milestone payments upon achieving specific development goals[51]. - The company plans to offer three different 5G chipset solutions tailored to market demands, with initial commercial shipments already commenced[53]. - The company aims to expand its product lineup to support future applications such as vehicle-to-everything (C-V2X) and 5G-based satellite communication, creating additional market opportunities[56]. Financial Performance and Challenges - For the years ended December 31, 2025 and 2024, the company reported a net loss of $43.4 million and $12.4 million, respectively, with cash used in operating activities of $30.7 million and $31.0 million[136]. - As of December 31, 2025, the company had short-term debt of $56.6 million and an accumulated deficit of $605.4 million[136]. - The company expects significant capital outlays and operating expenditures to increase over the next several years as it expands operations and product development activities[140]. - The company has borrowings totaling $62.6 million, with $56.6 million due within 12 months from the reporting date[141]. - The company has incurred significant operating losses since its inception in 1998, making it difficult to achieve or sustain profitability[136]. - The report from the independent registered accounting firm expresses substantial doubt about the company's ability to continue as a going concern[139]. - A large portion of operating expenses has been dedicated to the development of 5G products, which are not expected to generate significant revenues before the second half of 2026[115]. - The company may need to seek additional funding through equity or debt securities, which may not be accessible on favorable terms[137]. - The company anticipates revenue from milestone payments and follow-on sales as products using its chipsets ramp in volume[96]. Product Development and Innovation - The company has commercialized wireless communication chipset technology, achieving significant performance improvements in speed, coverage, and interference reduction, recognized by top global carriers[49]. - The company has released a 5G NR chipset and has additional 5G NR solutions expected to be available by 2026, indicating ongoing innovation in its product offerings[61]. - The company provides highly integrated 4G/5G system-on-chips (SoCs), which can save costs by eliminating the need for additional network processors in the platform[64]. - The company has established a portfolio of 4G semiconductor solutions, including high-performance 4.75G and low-power IoT solutions, with comprehensive software support for manufacturers[60]. - The company employs a dual-pronged market approach focusing on both operators and OEM/ODM customers to facilitate design wins[108]. Market Risks and Competition - The company faces increasing competition from established semiconductor companies, which may impact its ability to maintain revenue and market share[109]. - The company’s ability to compete depends on anticipating market trends and successfully developing products that meet market needs[111]. - The company relies on a limited number of customers, and any loss or reduction in orders could significantly impact revenue[120]. - There is a risk of product shortages or excess inventory due to inaccurate demand forecasting, which could harm business operations[121]. - The wireless communications industry has experienced pronounced downturns, and a future decline in global economic conditions could negatively impact demand for the company's products[171]. - The company may experience a decrease in market demand due to uncertain economic conditions in the U.S. and international markets, exacerbated by terrorism and political instability[175]. Intellectual Property and Legal Matters - The company holds approximately 86 patent rights related to 5G/4G and next-generation wireless communication semiconductor technology as of December 31, 2025[79]. - The patent portfolio includes 58 modem design-related technologies (68%), 20 RF transceiver technologies (23%), and 8 frequency synthesis technologies (9%) as of December 31, 2025[79]. - The company holds 34 US patents and 34 Korean patents, among others, but faces challenges in protecting its intellectual property effectively[145]. - The company may face claims of infringement or misappropriation of third-party intellectual property rights, which could result in costly litigation and impact operations[150]. - The company is not currently involved in any material legal proceedings, but litigation could have a material adverse effect due to associated costs and resource diversion[222]. Operational and Strategic Considerations - The company employs a fabless semiconductor business model, utilizing third-party foundries such as Samsung Foundry and UMC for manufacturing, assembly, and testing[83]. - The company maintains close relationships with wireless carriers and OEMs/ODMs, focusing on securing design wins for wireless broadband devices[72]. - The company’s sales cycles typically take 12 months or more, with solutions incorporated into customer products at the design stage[76]. - The company emphasizes the importance of attracting and retaining key personnel, as the loss of key employees could significantly harm business operations[205]. - The company plans to recruit design and application engineers with expertise in wireless communications technologies to support anticipated growth[206]. Economic and Regulatory Environment - Changes in laws regulating wireless networks and radio frequency emissions could impede the sale of the company's products and harm its business[173]. - The significant capital required to obtain radio frequency licenses and expand wireless networks could slow industry growth and adversely affect the company's business[174]. - Changes in trade policies, including tariffs and export restrictions, could limit the company's ability to sell products and adversely affect sales and operations[177]. - The imposition of tariffs has resulted in higher duties on products imported from China, impacting costs[178]. - Legislative initiatives related to climate change could increase compliance costs and operational adjustments[182].

Market Growth and Trends - The U.S. carbonated soft drink market grew approximately 2% to $46 billion in 2025, while the ginger ale market grew approximately 6% to $2.9 billion[15]. - The U.S. market shows growing consumer recognition of ginger as a functional wellness ingredient, with trends favoring clean label and natural ingredients[17]. - Sales of non-alcohol beverages are moderately seasonal, with higher volumes in warmer months[61]. - The company is positioned to leverage trends in premiumization and variety in the ready-to-drink cocktail market[55]. Product Development and Innovation - In 2025, the company launched a new multi-functional soda line containing only 5 grams of sugar and 30 to 45 calories per serving, featuring flavors like Lemongrass Ginger and Berry Bubbly[30]. - The company’s new Ready to Drink (RTD) products include the Zero Sugar Classic Mule with 7% ABV and the Zero Sugar Hard Ginger Ale with 5% ABV, currently sold in 14 states[28][29]. - The company aims to transition packaging to aluminum cans to lower unit costs and improve gross margin potential[49]. Business Model and Operations - The company operates an asset-light business model, relying on independent co-packers and distributors, which allows for efficient scaling and innovation without significant capital expenditures[13]. - The company has 50 products sold throughout the U.S. and Asia-Pacific, produced through a network of seven independent manufacturers[14]. - The company established Reed's (Asia) Limited in 2025, with subsidiaries in Hong Kong, Japan, China, and Singapore, to enhance its presence in the Asia-Pacific region[47]. - The company plans to expand its distribution and market penetration across mass, club, convenience, and liquor channels, and to enhance its national direct-store-delivery network[49]. Financial Performance - The company incurred net losses of $15.842 million and $13.152 million for the fiscal years ended December 31, 2025 and 2024, respectively[81]. - Gross billing decreased by 8% to $40,847 in 2025 from $44,316 in 2024, driven by a 3% decline in Reed's volume and an 18% decline in Virgil's volume[198]. - Net sales fell by 10% to $34,065 in 2025 compared to $37,954 in 2024, attributed to lower volumes with recurring national customers and higher promotional allowances[199]. - Cost of goods sold increased to 80% of net sales in 2025, up from 70% in 2024, primarily due to inventory write-offs of $2,013 related to product portfolio optimization[200]. - Gross margin was 20% in 2025, down from 30% in 2024, reflecting a significant decrease in gross profit[202]. - Total operating expenses rose by 13% to $22,110 in 2025 from $19,492 in 2024, driven by increased general and administrative expenses[206]. - The loss from operations increased to $15,148 in 2025, compared to a loss of $8,116 in 2024, due to lower gross profit and higher operating expenses[206]. - EBITDA for 2025 was $(14,612), compared to $(7,267) in 2024, indicating a worsening operational performance[210]. Supply Chain and Cost Management - The company sources raw materials from multiple domestic and foreign suppliers to mitigate supply risks[57]. - A significant portion of product costs is attributed to aluminum cans and glass bottles, which are sourced based on cost and availability[59]. - Supply chain constraints have adversely impacted the company's ability to respond to increases in product demand, affecting operations and financial performance[101]. - The average cost of shipping and handling was $2.75 per case for the years ended December 31, 2025, and 2024, reflecting ongoing supply chain challenges[101]. Risks and Challenges - The company faces risks from fluctuating consumer demand and spending, which can vary significantly from period to period[87]. - Demand for products may decline due to health concerns and legislative initiatives against sweetened beverages, impacting sales and market positioning[98]. - Periodic and unpredictable industry-wide shortages of raw materials, including aluminum cans and organic ingredients, could disrupt production and adversely affect financial performance[102]. - The company is subject to various federal, state, and local regulations governing food safety, alcohol distribution, and environmental compliance[66][71]. - The company faces significant competition from larger beverage companies with more financial resources, which could impact sales and profitability[106]. - Increased consolidation among retailers may lead to demands for lower prices, negatively impacting profit margins[107]. - Legal risks related to marketing claims, particularly regarding the term "natural," could result in lawsuits and regulatory actions, affecting brand reputation and sales[123]. - Environmental regulations may impose additional costs and operational restrictions, impacting financial performance and production capabilities[134]. Corporate Governance and Structure - Approximately 57% of the company's common stock is owned by D&D and its affiliates, allowing them significant control over shareholder decisions[141]. - The company does not intend to pay dividends in the foreseeable future, relying on stock price appreciation for shareholder returns[145]. - The company is classified as a "smaller reporting company," with a market value of stock held by non-affiliates below $700 million and annual revenue under $100 million[159]. - The company is subject to potential legal and regulatory changes related to climate change, which could increase operational costs[137]. Cybersecurity and Compliance - Cybersecurity risks are increasing, and a potential breach could have a material adverse effect on the company[117]. - The company has implemented cybersecurity controls with a third-party vendor to mitigate risks and protect against threats[164]. - Compliance with evolving personal data protection laws poses significant challenges and potential costs for the company[119]. - Compliance with numerous laws and regulations is essential; failure to do so could lead to significant penalties and operational disruptions[130].

Financial Performance - Tivic Health Systems, Inc. reported financial results for the year ended December 31, 2025, with a focus on growth and operational performance[8]. - Specific financial metrics and performance indicators were not disclosed in the provided documents, but a press release was issued detailing these results[8]. - The financial results and strategic outlook will be further detailed in the attached press release, which is considered a key document for stakeholders[9]. Company Classification and Compliance - The company is classified as an emerging growth company under the Securities Act of 1933[6]. - The report was signed by Lisa Wolf, Chief Financial Officer, indicating the company's commitment to transparency and regulatory compliance[16]. Future Growth and Strategy - The company anticipates future growth and operational improvements, although specific projections were not included in the current report[10]. - Tivic Health Systems is actively engaged in research and development of new products and technologies, aiming to enhance its market position[10]. - The company is exploring market expansion opportunities, although no specific regions or strategies were mentioned in the current report[10]. - There are ongoing discussions regarding potential mergers and acquisitions to bolster growth, but details were not provided[10]. - The company emphasizes the importance of forward-looking statements, acknowledging risks and uncertainties that may impact future performance[11].

Financial Performance - GAAP revenue for Q4 2025 was $10.8 million, a decrease of 9.2% from $11.9 million in Q4 2024; total GAAP revenue for 2025 was $45.4 million, down from $48.1 million in 2024[6]. - Net loss for Q4 2025 was $2.3 million, or $(0.05) per diluted share, compared to a net loss of $1.9 million, or $(0.04) per diluted share in Q4 2024; total net loss for 2025 was $5.2 million, or $(0.12) per diluted share, compared to a net loss of $4.9 million, or $(0.11) per diluted share in 2024[6]. - Adjusted EBITDA for Q4 2025 was a loss of $1.2 million, compared to a loss of $0.4 million in Q4 2024; excluding reorganization costs, Adjusted EBITDA would have been a gain of $0.4 million[6]. - Revenue for Q4 2025 was $10,848 million, a decrease of 9.0% from $11,923 million in Q4 2024[29]. - Total operating expenses for Q4 2025 were $13,228 million, slightly down from $13,509 million in Q4 2024[29]. - Net loss applicable to common stockholders for Q4 2025 was $2,318 million, compared to a loss of $1,910 million in Q4 2024, representing a 21.4% increase in losses[29]. - Adjusted EBITDA for Q4 2025 was $(1,227) million, worsening from $(386) million in Q4 2024[33]. - Basic and diluted net loss per share applicable to common stockholders for Q4 2025 was $(0.05), compared to $(0.04) in Q4 2024[35]. Cash and Assets - Cash and cash equivalents decreased to $9,942 million in 2025 from $12,767 million in 2024, a decline of 22.1%[31]. - Total assets decreased to $39,680 million in 2025 from $43,200 million in 2024, a reduction of 8.5%[31]. - Total liabilities decreased to $9,595 million in 2025 from $10,567 million in 2024, a decline of 9.2%[31]. - Stock-based compensation for the year ended December 31, 2025, was $2,387 million, up from $1,707 million in 2024[33]. - The company reported an increase in accounts payable to $3,198 million in 2025 from $1,349 million in 2024, a rise of 137.3%[31]. Future Outlook - Marchex anticipates Q1 2026 revenue to be in line with Q4 2025 levels, with Adjusted EBITDA expected to be $500,000 or more[4]. - The company expects revenue growth in 2026 to be in the range of 10% from 2025 year-end levels, with Adjusted EBITDA margins potentially reaching 10% or more[9]. - Marchex estimates that the combined revenue run rate with Archenia could be approximately $15 million quarterly, or $60 million annualized, with potential growth of 15-20% in 2026[19]. - Archenia's estimated revenue for 2025 was over $17 million, with positive Adjusted EBITDA[15]. - The proposed acquisition of Archenia is expected to enhance Marchex's market reach and create a vertically focused, AI-driven customer acquisition platform[16]. - Marchex has migrated approximately 1,000 customers to a new technology platform, which is expected to leverage new AI capabilities for revenue growth[3]. - The company has launched a new unified user interface and various new products, aiming for sequential quarterly revenue increases during 2026[9].