Financial Performance - Total revenue for the fiscal year ended January 31, 2026, was $4.7 billion, representing a year-over-year growth of 29% from $3.6 billion in 2025[31] - The number of total customers increased to 13,328 as of January 31, 2026, up from 10,996 in 2025, with 790 of these being from the Forbes Global 2000, contributing approximately 43% of total revenue[30] - The net revenue retention rate was 125% as of January 31, 2026, indicating significant expansion in usage among existing customers[30] - The number of customers generating over $1 million in trailing 12-month product revenue rose from 576 in 2025 to 733 in 2026[30] - The company has historically seen higher order volumes in the fourth fiscal quarter, impacting cash flow and performance obligations positively during this period[59] Research and Development - The company plans to continue investing in research and development to enhance its platform, with new capabilities like Snowflake Intelligence and Snowpark Connect for Apache Spark becoming generally available[37] - As of January 31, 2026, the research and development organization employed 2,424 individuals, with ongoing investments planned to expand platform capabilities[55] Global Expansion and Strategy - The company aims to expand its global footprint, particularly in EMEA, APJ, and Latin America, to capitalize on increasing public cloud adoption[37] - The company is focused on driving customer growth by replacing legacy solutions and enhancing collaboration capabilities through strategic partnerships[37] - The company’s partnership strategy focuses on enhancing functionality and performance through collaborations with system integrators and technology partners[53] Platform Capabilities - The platform supports a multi-cloud strategy across 53 regional deployments, allowing organizations to optimize cloud costs and meet regulatory requirements[38] - The AI Data Cloud is designed to eliminate data silos, enabling organizations to share and access data seamlessly across various sources[33] - The platform's architecture is built on a multi-cluster, shared data model, ensuring high availability and scalability across public clouds[42] - The platform supports full ACID compliant transactional integrity, ensuring data consistency even with concurrent usage by multiple users[47] - The platform enables data replication across regions or public clouds while maintaining transactional integrity, enhancing business continuity[50] - The platform supports semi-structured and unstructured data, enabling ingestion and querying with performance comparable to structured data[47] - The platform's compute clusters can be instantiated in seconds, allowing for high concurrency and optimized performance for various workloads[47] Financial Position and Investments - As of January 31, 2026, the company held approximately $4.8 billion in cash, cash equivalents, and short-term and long-term investments[371] - The company issued an aggregate principal amount of $2.3 billion in Notes in September 2024, which do not bear regular interest[373] - As of January 31, 2026, the company's strategic investments totaled approximately $380.6 million, an increase from $301.2 million as of January 31, 2025[379] - A hypothetical 100 basis point increase or decrease in interest rates would have resulted in a decrease of $11.7 million or an increase of $11.4 million in the market value of cash equivalents and investments as of January 31, 2026[371] - A hypothetical 10% increase or decrease in foreign currency exchange rates would have resulted in a theoretical increase or decrease in operating loss of approximately $50 million for the fiscal year ended January 31, 2026[376] Compliance and Intellectual Property - The company has more than 1,050 issued U.S. patents and over 320 U.S. patent applications pending as of January 31, 2026[66] - The company has more than 800 registered or protected trademarks in foreign jurisdictions as of January 31, 2026[66] - Compliance with existing or future governmental regulations could have a material impact on the company's business in future periods[69] - The company utilizes foreign currency forward contracts to hedge against foreign currency exchange risks, which mature within 12 months[375] - The company plans to continue strategic investments as part of its corporate development program, anticipating additional volatility in its consolidated statements of operations[380]

Market Conditions and Risks - The tanker industry is cyclical and volatile, which may adversely affect Scorpio Tankers' earnings and available cash flow [28]. - As of March 19, 2026, 72 vessels were employed in the spot market or spot market-oriented tanker pools, exposing the company to fluctuations in spot market charter rates [35]. - The newbuilding orderbook as of February 13, 2026, equaled approximately 18% of the existing world tanker fleet, indicating potential oversupply risks [38]. - A decline in oil and natural gas prices for an extended period could negatively affect future growth in the tanker sector, impacting demand for services [34]. - The company is dependent on spot-oriented pools and spot charters, and any decrease in spot charter rates may adversely affect earnings [35]. - The ability to renew expiring charters or obtain new charters will depend on prevailing market conditions, which could affect revenues and profitability [36]. - Increased tanker capacity due to new deliveries without corresponding demand could lead to a decline in charter rates, adversely impacting financial results [38]. - The company faces risks related to geopolitical events, which may disrupt energy production and trade patterns, affecting tanker rates [28]. - Fluctuations in charter rates and vessel values are influenced by external factors, including supply and demand for oil and petroleum products [28]. - The company may incur impairment charges due to declines in charter rates and other market deterioration [29]. - Volatility in global economic conditions historically correlates with demand for vessels, with declines in economic activity leading to reduced demand and profitability [47]. Regulatory and Compliance Risks - Compliance with complex environmental regulations may increase operational costs and liabilities, affecting financial condition and cash flows [53]. - Non-compliance with international safety regulations could lead to increased liability and potential denial of access to certain ports, adversely affecting operations [57]. - Cybersecurity regulations require companies to implement additional procedures and may incur extra expenses, impacting operational costs [59]. - The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships will enter into force in June 2025, requiring ships to carry an inventory of hazardous materials, potentially increasing compliance costs [61]. - Regulatory requirements may lead to cost escalation by shipyards and recycling yards, decreasing the residual recycling value of vessels, which could adversely affect future performance and cash flows [63]. - Increased inspection procedures could result in cargo seizures, delays, and additional customs duties, negatively impacting operational efficiency and financial condition [67][68]. - Compliance with sanctions and embargo laws is critical, as violations could lead to monetary fines and reputational damage, impacting the market for the company's securities [81]. - The company must comply with complex laws and regulations, including environmental regulations, which could adversely affect operations and financial condition [117]. Geopolitical and Economic Factors - The military conflict between Russia and Ukraine has led to sanctions affecting the trade of refined petroleum products, which may adversely impact financial condition and results of operations [70]. - Recent drone and missile attacks on commercial vessels in the Red Sea could disrupt trade routes and significantly impact the global oil markets [71]. - Trade protectionism may increase shipping costs and risks, adversely affecting charterers' ability to make timely payments and renew contracts [72]. - The potential for additional tariffs or restrictions on trade due to changing U.S. trade policies could have an adverse effect on business operations and financial results [73]. - Acts of piracy continue to pose risks to ocean-going vessels, particularly in vulnerable regions, which could adversely affect business operations [78]. - The ongoing conflict in Ukraine and sanctions against Russia may restrict the company's operations and cargo, negatively affecting business performance [84]. - The recent military conflict in Iran has disrupted major trading routes, significantly impacting crude oil and petroleum product prices, which may adversely affect the company's financial condition [183]. - The ongoing US-Israel conflict has created significant volatility in oil tanker demand, with potential disruptions in the Strait of Hormuz affecting trading patterns and freight volatility [206]. - Russian oil exports have declined due to escalating sanctions and operational challenges, with significant impacts expected on total output due to prolonged underinvestment [213]. Financial Performance and Projections - The company reported a revenue of $9.9 billion for the quarter, reflecting a year-over-year growth of 9% [185]. - The company provided a future outlook, projecting a revenue growth of 10% for the next quarter, driven by new product launches and market expansion strategies [185]. - The gross margin for the quarter was reported at 68%, indicating strong operational efficiency [185]. - The company aims to reduce operational costs by 5% through improved supply chain management [185]. - The company declared a quarterly cash dividend of $0.45 per common share on February 11, 2026, payable on March 20, 2026 [177]. - The company may face volatility in cash available for dividends due to operational expenses and liabilities, impacting distribution capabilities [132]. Fleet Management and Operations - The company operates a fleet of 90 wholly owned tankers, including 34 LR2, 42 MR, and 14 Handymax vessels, with a weighted average age of approximately 10.1 years [173]. - The company has 17 vessels on long-term time charter-out agreements, with 72 out of 90 owned vessels employed through Scorpio Pools as of March 19, 2026 [109]. - The company employs a chartering strategy that includes commercial pools, time charters, and spot market exposure to optimize vessel utilization and revenue [187]. - The commercial pools enhance vessel utilization rates by securing backhaul voyages and contracts of affreightment, leading to higher effective TCE revenues [188]. - The company operates in the Scorpio Pools, which provides a collaborative platform for securing employment for vessels, enhancing revenue stability [190][194]. - The company has entered into time charters for various vessels, with rates ranging from $21,000 to $40,000 per day, ensuring stable cash flow over the contract periods [4][5][10][16][17][21]. Strategic Initiatives and Investments - Investment in new technology development was highlighted, with a budget allocation of $1.4 billion for R&D in the upcoming fiscal year [185]. - A strategic acquisition was announced, with the company acquiring a competitor for $500 million to enhance its product offerings [185]. - The company introduced two new products, which are expected to contribute an additional $300 million in revenue over the next year [185]. - The company plans to opportunistically enter more vessels into time charter contracts, potentially including profit-sharing agreements to benefit from rising spot market rates [191]. - Newbuilding vessels are under construction, with deliveries expected in 2026 and 2027, which will expand the fleet and enhance operational capacity [23][24][25]. Environmental, Social, and Governance (ESG) Factors - Increasing scrutiny on Environmental, Social, and Governance (ESG) practices may impose additional costs and affect access to capital, potentially harming the company's reputation [100]. - The company may face pressures to implement stringent ESG standards to retain investor interest, particularly in the crude oil transportation sector [102]. - The company may face limitations in accessing equity and debt capital markets due to ESG factors, which could adversely affect growth plans and financial condition [103]. - The company has established sustainability goals related to shipping decarbonization, but achieving these goals may involve uncertainties and potential negative publicity if not met [104]. - Unfavorable ESG ratings and activism against fossil fuel-related assets could lead to negative investor sentiment and impact access to capital [105].

Financial Performance - Net income for the quarter ended February 28, 2026 increased by $66.1 million to $62.5 million, compared to a net loss of $3.6 million in the prior fiscal year quarter [129]. - Revenues for the nine months ended February 28, 2026 increased by $12.2 million to $687.9 million, compared to $675.7 million in the prior fiscal year period [135]. - Revenues for the quarter ended February 28, 2026 decreased by $1.1 million to $56.1 million, a decline of 1.9% compared to the prior fiscal year quarter [141]. - Revenues for the nine months ended February 28, 2026 decreased by $25.7 million to $158.4 million, a decline of 14.0% compared to the prior fiscal year period [142]. - Segment operating loss for the quarter ended February 28, 2026 improved by $1.7 million to $5.2 million compared to the prior fiscal year quarter [147]. - For the nine months ended February 28, 2026, segment operating income improved to $3.5 million from an operating loss of $4.7 million in the prior fiscal year period, reflecting an $8.2 million improvement driven by increased revenues in the U.K, Australia, and Asia [170]. Costs and Expenses - Cost of goods sold for the quarter ended February 28, 2026 was $150.3 million, or 45.7% of revenues, a decrease from $154.6 million, or 46.1% in the prior fiscal year quarter [119]. - Selling, general and administrative expenses for the quarter ended February 28, 2026 increased to $192.8 million, compared to $187.5 million in the prior fiscal year quarter [120]. - Cost of goods sold for the nine months ended February 28, 2026 was $499.4 million, or 45.2% of revenues, compared to $511.5 million, or 45.8% in the prior fiscal year period [119]. - Cost of goods sold for the quarter ended February 28, 2026 was $23.2 million, or 41.4% of revenues, compared to 40.2% in the prior fiscal year quarter [143]. - Other operating expenses for the quarter ended February 28, 2026 decreased by $3.0 million to $38.1 million, a decline of 7.3% compared to the prior fiscal year quarter [145]. - Other operating expenses for the nine months ended February 28, 2026 decreased by $4.0 million to $85.5 million, a decline of 4.5% compared to the prior fiscal year period [167]. Cash Flow and Liquidity - Cash used in operating activities was $39.1 million for the nine months ended February 28, 2026, compared to cash provided by operating activities of $17.3 million in the prior fiscal year period, representing an increase in cash used of $56.4 million [174]. - Cash provided by investing activities was $406.0 million for the nine months ended February 28, 2026, compared to cash used of $232.0 million in the prior fiscal year period, resulting in an increase of $638.0 million primarily from sale and leaseback transactions [175]. - Cash used in financing activities was $386.9 million for the nine months ended February 28, 2026, compared to cash provided of $197.6 million in the prior fiscal year period, indicating an increase in cash used of $584.5 million due to net repayments on borrowings [176]. - The company's cash and cash equivalents totaled $104.6 million at February 28, 2026, down from $124.0 million at May 31, 2025, and up from $94.7 million at February 28, 2025 [177]. - The company expects to maintain sufficient liquidity for ongoing operations, including working capital requirements and planned capital expenditures, with primary sources of liquidity being cash and cash equivalents of $104.6 million [179]. Share Repurchases - The company repurchased $127.2 million of common stock in the nine months ended February 28, 2026, compared to $40.0 million in the prior fiscal year period, reflecting a significant increase in share repurchases [176]. - The company has authorized an increase of $297.0 million for common stock repurchases, resulting in a total authorization of $300.0 million as of February 28, 2026 [178]. - Scholastic Corporation repurchased a total of 3,939,577 shares of Common Stock during the three months ended February 28, 2026, with an average price of $33.66 per share [188]. - The company has a remaining authorization of $19.5 million for further share repurchases as of February 28, 2026, following a previous authorization of $132.4 million [188]. Debt and Interest - As of February 28, 2026, the company reported total debt obligations of $17.4 million, with an average interest rate of 5.1% for film-related obligations [184]. - The average interest rate for lines of credit and current portion of long-term debt is 9.0% as of February 28, 2026 [184]. - The company's market risks primarily arise from changes in interest rates affecting its variable-rate borrowings [184]. Tax and Impairments - Interest expense for the nine months ended February 28, 2026 was $12.5 million, a decrease from $13.4 million in the prior fiscal year period [125]. - The interim effective tax rate for the nine months ended February 28, 2026 was 33.1%, compared to 65.5% for the prior fiscal year periods [128]. - Asset impairments for the nine months ended February 28, 2026 were $9.4 million, compared to $0.4 million in the prior fiscal year period [124]. Operational Highlights - Gain on sale and leaseback transactions for the three months ended February 28, 2026 was $119.8 million [127]. - Depreciation and amortization expense for the quarter ended February 28, 2026 decreased by $4.0 million to $12.9 million [122]. - Segment operating loss for the quarter ended February 28, 2026, was $4.7 million, compared to an operating loss of $2.1 million in the prior fiscal year quarter, indicating a $2.6 million increase in operating loss primarily due to lower revenues in Canada and New Zealand [169]. - Revenues for the quarter ended February 28, 2026 in the Entertainment segment increased by $3.2 million to $16.0 million, a growth of 25.0% compared to the prior fiscal year quarter [152]. - Revenues for the quarter ended February 28, 2026 in the International segment decreased by $0.6 million to $58.7 million, a decline of 1.0% compared to the prior fiscal year quarter [162]. Compliance and Governance - The Chief Executive Officer and Chief Financial Officer confirmed the effectiveness of the company's disclosure controls and procedures as of February 28, 2026 [186]. - Certifications of the Chief Executive Officer and Chief Financial Officer have been filed pursuant to the Sarbanes-Oxley Act of 2002 [192]. - The report is signed by Peter Warwick, President and Chief Executive Officer, and Haji L. Glover, Executive Vice President and Chief Financial Officer [198]. - The financial statements for the quarter ended February 28, 2026, are formatted in Inline Extensible Business Reporting Language, including comprehensive income and cash flow statements [193].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on January 28, 2026, raising gross proceeds of $360 million from the sale of 36 million Public Units at $10.00 each[23]. - An additional $9.8 million was raised through the private sale of 980,000 Private Placement Units at $10.00 each, bringing total gross proceeds to $369.8 million[24]. - The funds from the IPO and Private Placement are held in a Trust Account maintained by Continental, acting as trustee[25]. - The company has $360,000,000 available for a Business Combination following the Initial Public Offering, assuming no redemptions and before payment of the Deferred Fee[47]. - The company has approximately $1,878,537 of proceeds held outside the Trust Account to cover costs associated with the plan of dissolution[97]. - The company has placed $360 million in its Trust Account from the Initial Public Offering and Private Placement[133]. Business Combination Strategy - The company must complete its initial Business Combination by January 28, 2028, or face termination and distribution of Trust Account funds[26]. - The Management Team has extensive experience in mergers and acquisitions, with a focus on identifying businesses with sustainable competitive advantages[28]. - The company targets businesses with stable free cash flow and prudent debt management, aiming for a leverage ratio that supports growth post-acquisition[34]. - The acquisition strategy includes seeking businesses that can benefit from the unique capabilities of the Management Team and Board[34]. - The company may pursue acquisition opportunities in any industry or geographic location, with no specific target selected as of now[30]. - The company anticipates acquiring 100% of the equity interests or assets of the target business, but may acquire less than 100% if it meets certain objectives[42]. - The company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account[41]. - The company may pursue a Business Combination with an affiliated company, provided an independent valuation opinion is obtained to ensure fairness[43]. Shareholder Rights and Approvals - The initial Business Combination will provide Public Shareholders with the opportunity to redeem their shares at a price of $10.00 per Public Share, based on the aggregate amount in the Trust Account[72]. - Shareholder approval will be required if the company issues Ordinary Shares equal to or exceeding 20% of the outstanding shares, which may impact the Business Combination[61]. - The company requires 11,938,001 Public Shares, or 33.29% of the 36,000,000 Public Shares sold in the Initial Public Offering, to be voted in favor of the initial Business Combination for approval[78]. - The redemption rights for Public Shareholders will apply regardless of their voting stance on the initial Business Combination[72]. - The company may seek to recruit additional managers post-Business Combination, but there is no assurance that suitable candidates will be available[59]. - The company may conduct redemptions without a shareholder vote under certain conditions, but will seek approval if required by law or stock exchange rules[60]. Financial Performance and Risks - The company reported a net loss of $82,211 for the period from October 16, 2025, to December 31, 2025, primarily due to formation and administrative costs[171]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[170]. - The company has a liquidity strategy that includes using funds from the Trust Account primarily for completing a Business Combination and financing operations of target businesses[175]. - The company has no long-term debt or capital lease obligations as of December 31, 2025, apart from advances from a related party totaling $29,911[182]. - The company does not anticipate needing to raise additional funds for operating expenditures, but may require financing for a Business Combination or to redeem Public Shares[181]. - The company faces significant competition from other entities in identifying and acquiring target businesses, which may affect acquisition terms[106]. - Increased competition among SPACs for attractive targets may raise costs and complicate the completion of Business Combinations[119]. Management and Governance - The Management Team has prior experience with SPACs, including MLAC, which raised $210 million, and SLAC, which raised approximately $345 million[32]. - The management team and independent directors own Founder Shares and may have conflicts of interest in determining appropriate acquisition targets[44]. - The company is classified as a "controlled company" under Nasdaq corporate governance standards, with more than 50% of voting power held by Class B Ordinary Shares[117]. - The Board of Directors consists of five members, divided into three classes, with each class serving a three-year term[5]. - The Audit Committee is composed of independent directors Jeffrey Lager, Michael Marquez, and Jamie Vieser, ensuring compliance with Nasdaq and SEC rules[6]. - The company has adopted an Audit Committee charter detailing the principal functions of the committee, including pre-approving audit and non-audit services[8]. Regulatory and Compliance Issues - The company is required to file periodic reports with the SEC, including audited financial statements[108]. - The company intends to take advantage of the extended transition period for complying with new accounting standards as an emerging growth company[113]. - The company is subject to regulatory review and approval requirements that may impact the completion of its initial Business Combination[126]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an initial Business Combination[123]. Potential Conflicts and Challenges - The company may face challenges in obtaining additional financing for its initial Business Combination or funding operations of a target business[119]. - The company may face conflicts of interest due to fiduciary obligations of its officers and directors to other entities[129]. - The loss of key personnel could negatively impact the operations and profitability of the post-combination business[130]. - Cybersecurity incidents could have material adverse consequences on the company's business and lead to financial loss[138].

IPO and Financing - The company completed its initial public offering on October 1, 2025, raising gross proceeds of $460 million from the sale of 46 million units at $10.00 per unit, including an over-allotment option[31]. - The company also sold 900,000 private placement units at $10.00 per unit, generating an additional $9 million in gross proceeds[31]. - The company may need additional financing to complete its initial business combination, which could involve issuing additional securities or incurring debt[41]. - The company has access to approximately $1,300,000 from the initial public offering proceeds to cover potential claims, with estimated liquidation costs of around $100,000[94]. - The company has approximately $1,300,000 available outside the trust account to fund working capital requirements after the initial public offering[139]. - The company may need to seek additional financing if the net proceeds from its initial public offering and private placement units are insufficient for its business combination, which could lead to restructuring or abandonment of the deal[217]. Management and Strategy - Bain Capital, the sponsor, manages over $185 billion in assets as of December 31, 2025, and has a multi-strategy investment platform with deep sector expertise[23]. - The BCSS platform, affiliated with Bain Capital, has over $22 billion in assets under management and focuses on delivering bespoke capital solutions[24]. - The company intends to target strong businesses positioned for long-term growth and capable of benefiting from its capital and insights[28]. - The management team is expected to drive ongoing value creation post-business combination, leveraging their experience from prior investments[29]. - The company plans to leverage Bain's industry experience and network to identify acquisition targets, enhancing its deal sourcing capabilities[42]. Business Combination and Risks - The company has not yet selected a specific business combination target and has not initiated substantive discussions with any potential targets[40]. - The company may face risks due to a lack of business diversification, relying on the performance of a single business for an indefinite period after the initial business combination[51]. - There is uncertainty regarding the future management team of the target business, as the skills and qualifications of the management may not be adequate for operating a public company[53]. - The company may face challenges in completing a business combination due to potential leverage from target businesses and limited time for due diligence[113]. - The company may face increased competition for attractive business combination targets due to the rising number of special purpose acquisition companies[136]. - The company may face challenges in obtaining acquisition financing due to the current economic environment, impacting its ability to complete a business combination[217]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their Class A ordinary shares either through a shareholder meeting or a tender offer[68]. - The company anticipates an initial trust account amount of $10.00 per public share for redemptions upon completion of the initial business combination[67]. - Public shareholders may redeem their shares irrespective of their voting decision, with a limit of 15% on redemptions without prior consent[76]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not be entitled to any redemption[83]. - The per-share redemption amount upon dissolution is expected to be $10.00, but actual amounts may vary due to creditor claims[89]. - The company will conduct redemptions in accordance with SEC tender offer rules, remaining open for at least 20 business days[73]. - Shareholders must tender their shares to exercise redemption rights, with a nominal cost associated with the tendering process[79]. - The company will complete its initial business combination only if a majority of ordinary shares voted in favor at a shareholder meeting[71]. - The company does not have a specified maximum redemption threshold, which may allow it to complete a business combination even if a substantial majority of shareholders do not agree[149]. Financial Condition and Compliance - The company had cash of approximately $785,000 and a working capital deficit of $15,199,198 as of December 31, 2025, raising substantial doubt about its ability to continue as a going concern[114]. - The company may incur substantial debt to complete a business combination, adversely affecting its financial condition[181]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing a business combination[178]. - The company may face additional compliance burdens if deemed an investment company under the Investment Company Act, which could restrict its activities[197]. - The company is subject to various laws and regulations that may change, potentially impacting its ability to complete business combinations[207]. Market and Economic Factors - The ongoing military conflict between Russia and Ukraine may adversely affect the company's search for business combinations and the financial condition of potential target businesses[209]. - The potential for additional sanctions against Russia and other regions could adversely affect the global economy and the company's business combination efforts[210]. - The company faces macro-economic turbulence and instability due to global conflicts, which may adversely affect its business operations and ability to complete a business combination[212]. - Heightened scrutiny of foreign direct investment may constrain the opportunities for business combinations, particularly those involving sensitive technologies[193]. Shareholder Influence and Governance - The board of directors may not seek shareholder approval for business combinations unless required by law or stock exchange rules, limiting shareholder influence[103]. - The company may not hold an annual meeting of shareholders until after the initial business combination, limiting public shareholders' ability to elect directors[145]. - The sponsor controls approximately 20.0% of the issued and outstanding ordinary shares, potentially influencing shareholder votes in a manner that public shareholders may not support[151]. - After the initial business combination, a majority of directors and officers may reside outside the United States, complicating the enforcement of legal rights for U.S. investors[154]. Miscellaneous - The company may seek business combination opportunities with complex companies that require significant operational improvements, which could delay desired results[141]. - The company may amend its governing instruments to facilitate the completion of its initial business combination, potentially without shareholder support[150]. - The company may face challenges in assessing the management of prospective target businesses, which could negatively impact the value of shareholders' investments[179]. - The company may not adequately assess all significant risk factors associated with a target business, leading to potential losses for shareholders[157].

Customer Base and Revenue - Veeva serves 1,552 customers as of January 31, 2026, including major pharmaceutical companies like Bayer AG and Merck Sharp & Dohme Corp[34]. - The company's top 10 customers accounted for 28% of total revenues in fiscal years ended January 31, 2026, 2025, and 2024[76]. - Approximately 40% of total revenues in fiscal year ended January 31, 2026, came from customers outside North America[78]. - A significant portion of revenues is derived from the renewal of existing subscription orders, which typically have a one-year term[128]. - The company faces potential revenue declines if customers do not renew subscriptions or negotiate less favorable terms upon renewal[130]. - For the fiscal year ended January 31, 2026, Veeva Systems Inc. reported total revenues of $3,195 million, representing a year-over-year growth of 16%[208]. - Subscription revenues for the same period were $2,684 million, reflecting a year-over-year growth of 17%[208]. - Approximately 84% of total revenues in fiscal year 2026 were derived from subscription revenues, while professional services and other revenues accounted for 16%[211]. Employee and Organizational Structure - The company had 7,928 employees worldwide as of January 31, 2026, an increase of 637 from the previous year[36]. - The company expects to expand its facilities capacity in certain field locations during the fiscal year ending January 31, 2027, as its employee base grows[188]. - Competition for highly skilled employees is intense, affecting the company's ability to attract and retain talent[84]. - The company has adopted a "Work Anywhere" policy, which may challenge long-term employee productivity and collaboration[87]. Product and Service Offerings - Veeva's product categories include Veeva Development Cloud, Veeva Quality Cloud, Veeva Commercial Cloud, and Veeva Data Cloud, addressing critical needs in R&D and commercial operations[23]. - The Veeva Commercial Cloud includes solutions for sales, marketing, and medical affairs, designed to improve product commercialization efficiency[28]. - Veeva Quality Cloud unifies quality applications and processes, helping customers in life sciences and consumer products to enhance product development and manufacturing efficiency[27]. - Veeva's R&D and Quality Solutions are expected to increase as a percentage of both subscription revenues and total revenues in the future[207]. - Veeva's Commercial Solutions and R&D and Quality Solutions accounted for approximately 47% and 53% of subscription revenues, respectively, in fiscal year 2026[207]. Technology and Innovation - Veeva AI integrates artificial intelligence into the Veeva Vault platform, enhancing applications with direct access to data and workflows[25]. - The company has issued 111 U.S. patents and 11 international patents, with 164 pending patent applications as of January 31, 2026, covering technology within its product families[54]. - The company plans to continue expanding its patent portfolio to maintain its technology leadership position in the life sciences industry[54]. - The company has begun to implement AI across its applications, which may introduce new risks related to privacy and regulatory scrutiny[115]. Compliance and Regulatory Risks - The company maintains a quality management system certified to ISO9001, ensuring compliance with industry standards for cloud software offerings[43]. - The company has a Chief Privacy Officer overseeing compliance with data privacy laws such as GDPR and CCPA[45]. - Compliance with complex regulations is essential; failure to meet these requirements could lessen demand for the company's solutions and expose it to significant claims[100][101]. - Non-compliance with privacy and data protection regulations could impose significant liabilities on the company, affecting demand for its solutions[105]. - The introduction of new regulations, such as the EU AI Act, is creating a complex regulatory environment that may require significant changes to the company's operations[111]. Financial Performance and Market Conditions - The company expects revenue growth rates to fluctuate and may decline in the future, impacting profitability and stock value[125]. - The sales cycle for new customers can span 12 months or longer, impacting operating results and growth[77]. - Economic conditions and funding environments in the life sciences sector can impact customer purchasing decisions, potentially leading to reduced sales and financial results[98]. - The trading price of the company's common stock has been volatile, influenced by macroeconomic factors and market conditions, and is expected to continue experiencing fluctuations[163]. Risks and Challenges - The company faces intense competition in the cloud-based solutions market, particularly from Salesforce, which has developed a life sciences-specific CRM application[68]. - The company competes with various providers in the life sciences industry, including IQVIA, OpenText, and Oracle, as well as smaller data analytics firms[68]. - The company relies on third-party providers for computing infrastructure and any disruptions in their services could adversely affect business operations[61]. - The company faces significant risks related to the integration of acquired technologies and services, which may lead to impairment assessments and negatively impact operating results[92][93]. - Changes in senior management could disrupt the execution of the company's business strategy, potentially harming financial performance and creating uncertainty among stakeholders[94]. Intellectual Property and Shareholder Matters - The company may face significant expenses and potential damages from intellectual property claims, which could divert management's attention from business operations[149]. - The board of directors authorized a share repurchase program of up to $2 billion of outstanding shares of common stock, with a term of two years[165]. - The company does not intend to pay dividends on its capital stock for the foreseeable future, limiting returns to changes in stock value[168]. - The company has never declared or paid any cash dividends and plans to retain future earnings for business development and expansion[170].

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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-42747 SOLARIUS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other j ...

Sales Performance - The company experienced a decline in parallel-import vehicle sales by 30.5% in 2023 and 95.7% in 2024, with sales dropping to 14 units in 2024 from 303 units in 2023[148]. - Revenue from Edward decreased by 32.2% to $214,810 in 2025, down from $316,852 in 2024, due to reduced customer demand amid ongoing trade tensions[162]. - Revenue from TWEW reached $1,073,726 in 2025, a substantial increase of 672.7% compared to $138,953 in 2024[163]. Financial Performance - Total revenue from continuing operations increased to $1,288,536 in 2025, reflecting a growth of 182.7% compared to $455,805 in 2024[159]. - The company recorded a net loss of $3,649,703 in 2025, an improvement of 29.7% compared to a net loss of $5,188,852 in 2024[159]. - The company reported a net loss of $3.6 million from continuing operations for the year ended December 31, 2025, compared to a net loss of $3.2 million for the same period in 2024[179]. Expenses - The cost of revenues surged to $1,121,761 in 2025, marking an increase of 304.5% from $277,293 in 2024, primarily due to contributions from TWEW[165]. - General and administrative expenses slightly decreased by 0.4% to $3,627,426 in 2025 from $3,641,713 in 2024[168]. - Share-based compensation expenses increased by $110,273, or 39.8%, totaling $387,618 for the year ended December 31, 2025[172]. Impairment and Losses - The company incurred an impairment loss expense of $731,307 in 2025, reflecting the challenges faced during the business transition[159]. - Total impairment loss expenses amounted to $731,307 for the year ended December 31, 2025, with goodwill impairment of $568,532 being the largest component[171]. - The Company recognized impairment to intangible assets of $162,775 for the year ended December 31, 2025, compared to nil for 2024[227]. Cash Flow - Net cash used in operating activities from continuing operations was $2.5 million for the year ended December 31, 2025, primarily due to a net loss of $3.6 million[190]. - Net cash used in investing activities from continuing operations was approximately $1.3 million for the year ended December 31, 2025, including $3.4 million in short-term loans lent to third parties[193]. - Net cash used in financing activities from continuing operations was $73,854 for the year ended December 31, 2025, consisting of net repayments of premium finance[196]. Assets and Liabilities - As of December 31, 2025, current assets totaled $9.1 million, with cash and cash equivalents of $0.2 million and loan receivable of $7.4 million[188]. - As of December 31, 2025, the Company had cash and cash equivalents of approximately $0.2 million and a working capital balance of $7.7 million, with loan receivable from third parties of approximately $7.4 million[199]. Strategic Focus - The company has shifted its focus to logistics and warehousing services following the acquisition of Edward and TWEW, with a strategic relocation to Irvine, California[150]. - The Company transitioned back to a single reportable segment focused exclusively on logistics and warehousing services as of December 31, 2025[222]. Accounting Policies - The Company applies level 3 inputs to obtain the fair value of intangible assets and goodwill[234]. - The Company follows ASC No. 842 for leases, recognizing lease liabilities and right-of-use assets at the commencement date[232]. - The Company adopted ASU 2023-07 for segment reporting, effective for fiscal years beginning after December 15, 2023, with no material impact on financial statements[239]. Tax Positions - The Company has not recorded any uncertain tax positions as of December 31, 2025 and 2024[215].

Financial Results - Mesa Royalty Trust announced its royalty income and income distribution for January 2026[5] - The press release detailing the financial results is attached as Exhibit 99.1[8] - The report was filed on January 20, 2026, under the Securities Exchange Act of 1934[2] - The financial statements and exhibits are not deemed incorporated by reference in any filing under the Securities Act of 1933[6] Company Information - The company is listed on the New York Stock Exchange under the trading symbol MTR[8] - The report was signed by Elaina Rodgers, Vice President of The Bank of New York Mellon Trust Company, N.A.[11] - The company is not classified as an emerging growth company[4] Market and Product Developments - The report does not indicate any new product developments or market expansions[6] - There is no mention of future guidance or performance outlook in the provided documents[6] - The company has not disclosed any merger or acquisition activities in this report[6]

Exhibit 99.1 XPENG Reports Fourth Quarter and Fiscal Year 2025 Unaudited Financial Results GUANGZHOU, China, March 20, 2026 — XPeng Inc. ("XPENG" or the "Company," NYSE: XPEV and HKEX: 9868), a leading global AI mobility technology company, today announced its unaudited financial results for the three months and fiscal year ended December 31, 2025. Operational and Financial Highlights for the Three Months Ended December 31, 2025 | | 2025Q4 | 2025Q3 | 2025Q2 | 2025Q1 | 2024Q4 | 2024Q3 | | --- | --- | --- | - ...