Customer Base and Market Presence - nCino ended fiscal 2026 with over 2,700 customers, including approximately 1,500 depository financial institutions, with 620 generating more than $100,000 in subscription revenues[37] - nCino's customer base includes major financial institutions such as Wells Fargo, Bank of America, and Barclays, showcasing its diverse clientele across various asset classes[34] - The company has made significant investments to expand its presence in EMEA and APAC, promoting sales in over 25 countries[38] - Sales to customers outside the U.S. accounted for 18.7%, 21.5%, and 22.1% of total revenues for the fiscal years ended January 31, 2024, 2025, and 2026[144] Financial Performance - The company reported a net income of $5.2 million for the fiscal year ended January 31, 2026, following losses of $42.3 million and $37.9 million in the previous two fiscal years[86] - Revenue increased from $476.5 million in fiscal 2024 to $594.8 million in fiscal 2026, indicating a declining growth rate year over year[89] - Revenue increased from $476.5 million for fiscal 2024 to $540.7 million for fiscal 2025, and to $594.8 million for fiscal 2026, representing a growth of 13.0% and 10.0% respectively[141] - The company has an accumulated deficit of $375.8 million as of January 31, 2026[86] Research and Development - The company invested 21.4% of its revenues back into research and development in fiscal 2026, with plans to continue this investment in fiscal 2027 to enhance the nCino Platform[38] - Research and development expenditure was $127.5 million, representing 21.4% of total revenues in fiscal 2026[52] - A significant portion of investment focuses on AI and machine learning capabilities, including the Digital Partners intelligent agent framework and Operations Analytics platform[49] - The nCino Research Institute provides insights based on aggregated performance metrics from the global customer network, enhancing visibility into banking trends[51] Technology and Innovation - The nCino Platform integrates AI capabilities to enhance operational efficiency and mitigate risk, with features like automated document processing and real-time risk assessment[30] - The company has strategically acquired technology firms like DocFox and Sandbox Banking to enhance its platform capabilities and drive innovation[21][39] - The company’s technology development approach includes continuous integration and deployment practices to enhance existing solutions and develop new functionalities[48] - The nCino Platform is designed to optimize financial institutions' operations by embedding banking intelligence into existing tools, enhancing efficiency and decision-making[215] Competitive Landscape - The competitive landscape includes point solution vendors and AI-focused fintech startups, with the company emphasizing its comprehensive platform and deep banking expertise[53] - Competition in the cloud-based financial services market is intensifying, with new entrants and established players increasing their focus on AI/ML technologies[79] Risks and Challenges - The company faces significant risks from evolving cybersecurity threats, which could adversely affect its reputation and operational results[74] - Revenue growth is increasingly dependent on the adoption of AI capabilities; failure to achieve widespread adoption could negatively impact customer acquisition and retention[75] - The introduction of new technologies, particularly AI/ML, is critical for maintaining competitive positioning; failure to innovate could lead to reduced demand for the company's solutions[88] - The company may face challenges in maintaining consistent revenue growth due to factors such as increasing competition and economic conditions[90] - The evolving regulatory environment may impose constraints on the company’s operations and increase costs, potentially affecting customer relationships[131] Regulatory Compliance - Regulatory changes regarding AI in the EU and U.S. may require the company to adapt its policies and practices, potentially incurring significant costs[77] - The California Consumer Privacy Act (CCPA) became effective on January 1, 2020, expanding rights for California residents regarding their personal information[107] - The California Privacy Rights Act (CPRA), effective January 1, 2023, further expands privacy rights and compliance requirements, including new audit requirements for higher risk data[107] - The General Data Protection Regulation (GDPR) imposes strict obligations on data controllers, including accountability, transparency, and data protection rights for data subjects[112] Operational Strategy - The company aims to selectively pursue strategic transactions to accelerate innovation and expand its global reach[38] - The company plans to continue expanding its direct sales force both domestically and internationally to increase its customer base[149] - The company has experienced rapid growth, increasing its employee headcount from 436 as of January 31, 2018, to 1,684 as of January 31, 2026[141] Intellectual Property - The company has 12 issued patents related to the nCino Platform in the U.S. as of January 31, 2026[56] - The company relies on a combination of patent, trademark, copyright, and trade secret laws to protect its intellectual property, which may not provide sufficient protection[154] - The company may be subject to claims of intellectual property infringement, which could result in significant costs and distract management from business operations[160] Financial Management - The company has a revolving Credit Facility of up to $250.0 million, with $213.5 million outstanding as of January 31, 2026[188] - The company amended its revolving credit facility in March 2024, increasing borrowing availability from $50.0 million to $100.0 million[163] - The company does not intend to pay dividends in the foreseeable future, relying on stock price appreciation for investor returns[171] Cybersecurity Measures - The company has implemented a comprehensive cybersecurity risk management strategy, including annual risk assessments aligned with ISO 27001 and NIST standards[190][191] - The company maintains cybersecurity insurance to mitigate the impact of potential incidents, with a documented incident response plan regularly reviewed by the information security team[194]

IPO and Financing - The company completed its Initial Public Offering on February 6, 2026, issuing 11,500,000 Class A ordinary shares at a price of $10.00 per share, generating gross proceeds of $115,000,000[26]. - An additional $3,000,000 was raised through the sale of Private Placement Shares at the same price of $10.00 per share[27]. - The net proceeds of $115,000,000 from the IPO and Private Placement were placed in a Trust Account, which may only be invested in U.S. government securities or held as cash until the completion of the Business Combination[28]. - The company has up to $110,675,000 available for the Business Combination after payment of the Marketing Fee, which can be used to create liquidity events, provide capital for growth, or strengthen the balance sheet[66]. - The company intends to complete the Business Combination using cash from the Trust Account, net proceeds from securities sales, shares issued to target owners, or debt proceeds[67]. - The Sponsor has committed to loan up to $1,750,000 to finance transaction costs related to the Business Combination, with no amounts drawn as of December 31, 2025[152]. - The Sponsor has committed up to $1,750,000 in the Sponsor Loan to fund transaction costs related to the Business Combination[159]. Business Combination Strategy - The company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[36]. - The acquisition strategy focuses on industries such as financial services, digital assets, healthcare, real estate services, technology, and software[33]. - The company anticipates that additional financing may be required to complete the Business Combination if the cash portion of the purchase price exceeds the available amount from the Trust Account[40]. - The company may pursue Business Combination opportunities with financially unstable or early-stage companies, which presents inherent risks[67]. - The company is not prohibited from pursuing a Business Combination with an affiliated business, provided an independent valuation opinion is obtained to ensure fairness to shareholders[45]. - Target businesses are identified through various sources, including contacts from officers and directors, and may include those previously considered by other SPACs sponsored by Cantor[70]. - The company will focus on a single industry for the Business Combination, which may expose it to risks associated with lack of diversification[75]. Competition and Market Risks - The company expects intense competition from other SPACs and private investors seeking similar business combinations, which may complicate the acquisition process[44]. - The company faces competition from well-established entities with greater resources in identifying suitable target businesses for the Business Combination[110]. - The company may face increased competition for attractive acquisition targets due to the rise in SPACs, which could raise costs and hinder the Business Combination[116]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem shares at a price equal to the amount in the Trust Account prior to the Business Combination, initially set at $10.00 per share[85]. - The company may conduct redemptions either through a general meeting or a tender offer, with the decision based on various factors including timing and legal requirements[87]. - The company will conduct redemptions without a shareholder vote unless required by law or stock exchange rules[88]. - If shareholder approval is needed, the company will distribute proxy materials and provide redemption rights upon completion of the Business Combination[90]. - A quorum for the shareholder meeting requires a majority of the issued and outstanding Ordinary Shares, with only 36.2% of Public Shares needed for approval[92]. - If the Business Combination is not completed by the end of the Combination Period, the company will redeem Public Shares at a price equal to the amount in the Trust Account divided by the number of outstanding Public Shares[99]. - Public Shareholders can redeem up to 15% of Public Shares without prior consent, limiting the ability of large shareholders to block the Business Combination[94]. - The company may require Public Shareholders to tender their certificates or deliver shares electronically to exercise redemption rights[95]. - If the Business Combination is not approved, shareholders who elected to redeem will not receive their pro rata share of the Trust Account[98]. - The Trust Account may be reduced below $10.00 per Public Share due to claims from creditors, and shareholders cannot be assured of receiving this amount upon liquidation[106]. - Public Shareholders can only receive funds from the Trust Account upon the completion of the Business Combination or specific redemption events[109]. Corporate Governance and Management - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its Public Shares[61]. - The company is also a "smaller reporting company," enabling it to provide reduced disclosure obligations, including only two years of audited financial statements[64]. - The company has received a tax exemption undertaking from the Cayman Islands government for a period of 20 years, exempting it from certain taxes on profits and income[60]. - The company’s management team is not obligated to devote a specific number of hours to its affairs, which may vary based on the Business Combination process[54]. - The company has three directors, and only holders of Class B ordinary shares will vote on certain corporate matters prior to the Business Combination[185]. - The company has agreed to pay independent directors an annual cash fee of $50,000, payable quarterly[202]. - The company has engaged CF&Co. as an advisor for the Business Combination, with fees payable upon consummation[203]. - The company has not established specific minimum qualifications for directors but considers various factors such as integrity and professional reputation[196]. - The company does not intend to take action to ensure management team members maintain their positions post-Business Combination[205]. - The company relies on the "controlled company" exemption from certain Nasdaq corporate governance requirements[188]. Financial Performance and Reporting - As of December 31, 2025, the company reported a net loss of approximately $64,000, primarily due to general and administrative expenses[154]. - The company has a working capital deficit of approximately $201,000 as of December 31, 2025[150]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of the Business Combination[130]. - The company is required to file periodic reports with the SEC, including audited financial statements for the target business as part of the Business Combination process[112]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, or issues over $1.0 billion in non-convertible debt[115]. - Net loss per Ordinary Share is calculated by dividing net loss applicable to shareholders by the weighted average number of Ordinary Shares outstanding[163]. - As of December 31, 2025, there were no off-balance sheet arrangements or contractual obligations[165]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[166]. - The management evaluated the effectiveness of disclosure controls and procedures, concluding they were effective as of the end of the reporting period[170]. Legal and Compliance - There are currently no material litigations pending against the company or its officers[124]. - There are no material legal proceedings involving any director or executive officer in the last ten years[184]. - The company has not paid any cash compensation to officers or directors for services rendered prior to the Business Combination[202]. - The company has adopted an Executive Compensation Clawback Policy effective February 4, 2026, to comply with regulatory requirements[206]. - The company aims to mitigate the risk of indemnification claims against the Trust Account by securing waivers from vendors and service providers[107]. - In the event of bankruptcy, the Trust Account proceeds could be subject to claims from third parties, potentially reducing the amount returned to Public Shareholders[108]. - Cybersecurity risks exist due to reliance on third-party digital technologies, with no internal processes in place to address these threats[121].

Financial Performance - For the year ending December 31, 2025, the company reported net revenue of $204,120, with a gross margin loss of $413,325 [202]. - The company incurred a net loss of $282,502,126 for the year ended December 31, 2025, compared to a net loss of $9,296,201 in 2024 [202]. - The net loss from continuing operations for 2025 was $270,335,436, significantly higher than the $5,225,266 loss in 2024 [223]. Revenue and Expenses - The company recognized net staking revenue of $6,805,009 for the year ended December 31, 2025, with approximately 95% of its SOL holdings staked [205]. - The total operating expenses for the year were $276,127,058, a significant increase from $5,567,599 in 2024, primarily due to stock compensation and consulting fees [202]. - Net interest expense decreased to $416,660 in 2025 from $1,664,712 in 2024 due to higher average cash balances and debt repayment [214]. - Stock-based compensation in 2025 totaled $107,468,174, a substantial increase from $520,830 in 2024 [229]. Asset Management - Unrealized losses on digital assets amounted to $152,952,163, with realized losses of $1,286,284 during the same period [208]. - The company recorded an inventory reserve of $418,869 to adjust the carrying value of its inventory [204]. - The company held over 2.0 million SOL as part of its digital asset treasury strategy as of December 31, 2025 [188]. - The company recorded FMV gain adjustments of approximately $4.8 million in 2025 compared to $3 million in 2024 [214]. Cash Flow - As of December 31, 2025, the company had a cash balance of $10,382,744, up from $754,802 in 2024, resulting in an increase in working capital of $16,199,163 [217]. - Net cash used in operating activities increased to $10,990,651 in 2025 from $4,401,392 in 2024, primarily due to transaction fees and higher G&A expenses [222]. - Cash used in investing activities rose to $187,522,741 in 2025, mainly due to the purchase of digital assets totaling $170,519,290 [224]. - Cash provided by financing activities increased to $215,509,777 in 2025 from $5,907,407 in 2024, driven by the August offering and ATM Sales Agreement [225]. Strategic Focus - The company plans to focus on marketing and distribution of syringe products and will no longer engage in research and development activities [189]. - Research and development expenses decreased to $198,762 in 2025 from $531,233 in 2024, as the company curtailed its medical device activities [209]. - The board approved a share repurchase program allowing for the repurchase of up to $100,000,000 of the company's outstanding shares [191]. Offerings and Financing - The company completed offerings in August 2025 that generated gross proceeds of $411 million, with net proceeds of $403 million after expenses [220].

Financial Performance - Total revenue for the year ended December 31, 2025, was $18,204,000, an increase of 3.3% from $17,622,000 in 2024[19] - Net loss attributable to Seritage common shareholders for 2025 was $73,115,000, compared to a net loss of $158,436,000 in 2024, representing a 53.8% improvement[19] - The net loss attributable to common shareholders was $6.3 million, or $0.11 per share for Q4 2025, and $73.1 million, or $1.30 per share for the full year[7] - Rental income increased to $17,597,000 in 2025, up from $17,055,000 in 2024, reflecting a growth of 3.2%[19] - Property operating expenses decreased to $13,984,000 in 2025 from $16,339,000 in 2024, a decline of 14.4%[19] - The company reported a gain on the sale of real estate of $20,342,000 in 2025, compared to $10,678,000 in 2024, an increase of 90.5%[19] Asset Management - In 2025, Seritage Growth Properties generated total gross proceeds of $230.7 million from asset sales and repaid $190.0 million of debt, leaving a balance of $50.0 million on its term loan facility[2] - For Q4 2025, the company generated $10.5 million from the sale of a vacant asset, $28.5 million from an income-producing asset at a 7.4% capitalization rate, and $131.0 million from a non-stabilized premier income-producing property[4] - The company has one asset under contract to sell for anticipated gross proceeds of $11.0 million, subject to customary due diligence[4] - The company sold properties totaling 1,000,000 square feet in 2025, with significant sales occurring in Clearwater, Aventura, and Panama City[20] Financial Position - As of December 31, 2025, Seritage had cash on hand of $62.3 million, including $14.2 million of restricted cash, which decreased to $59.1 million by March 31, 2026[4] - Total assets decreased to $393,779,000 as of December 31, 2025, down from $677,774,000 in 2024, a decline of 41.9%[17] - Total liabilities decreased significantly to $60,979,000 in 2025 from $271,971,000 in 2024, a reduction of 77.6%[17] - Total shareholders' equity decreased to $332,800,000 in 2025 from $405,803,000 in 2024, a decline of 17.9%[17] - The accumulated deficit increased to $1,031,893,000 in 2025 from $958,778,000 in 2024, indicating a rise of 7.6%[17] Strategic Focus - The company is focused on monetizing remaining assets and exploring financing alternatives for its term loan facility maturity in July 2026[2] - The strategic review process is ongoing, with the company open to pursuing value-maximizing alternatives, including a potential sale[11] - Market conditions remain challenging, with elevated interest rates impacting the availability of debt and equity capital, which may affect asset pricing[12] Impairment and Valuation - The company recognized impairment charges of $18.8 million on consolidated properties for the year ended December 31, 2025, and an additional $8.5 million on an unconsolidated entity[4] - As of December 31, 2025, the portfolio consisted of interests in 10 properties with approximately 0.8 million square feet of gross leasable area and 156 acres of land[14]

Financial Performance - Net sales for the three months ended February 28, 2026, increased to $1,873.9 million, up 16.7% from $1,605.5 million in the same period of 2025[11] - Gross profit rose to $708.9 million, representing a 17.4% increase compared to $604.0 million in the prior year[11] - Net income attributable to McCormick & Company surged to $1,016.2 million, a significant increase from $162.3 million in the same quarter of 2025[11] - Earnings per share (EPS) on a diluted basis reached $3.77, compared to $0.60 in the previous year, reflecting a substantial growth[11] - The company reported a total comprehensive income of $1,270.3 million for the three months ended February 28, 2026, compared to $129.8 million in the same period of 2025[12] - Operating income excluding special charges for the Consumer segment was $179.6 million, while the Flavor Solutions segment reported $88.0 million, totaling $267.6 million[91] - The Consumer segment's net sales were $1,145.0 million, while the Flavor Solutions segment's net sales were $728.9 million for the three months ended February 28, 2026[91] - The company reported a decrease in accumulated other comprehensive loss attributable to McCormick from $363.1 million to $148.9 million, primarily due to a $196.4 million reduction in foreign currency translation adjustments[86] Assets and Liabilities - Total assets increased to $16,346.3 million as of February 28, 2026, up from $13,200.4 million at the end of November 2025[15] - The company’s total liabilities increased to $8,790.2 million from $7,432.3 million in the previous quarter[15] - Cash and cash equivalents at the end of the period were $177.7 million, compared to $95.9 million at the beginning of the period[17] - The carrying amount of long-term debt as of February 28, 2026, was $3,613.5 million, with a total fair value of $3,535.5 million[76] Acquisition and Investments - The acquisition of an additional 25% ownership interest in McCormick de Mexico was completed for a purchase price of $750 million, increasing total ownership to 75%[34] - The total consideration for the acquisition of McCormick de Mexico was $1,751.3 million, which includes cash paid, fair value of previously held equity interest, and effective settlement of preexisting amounts[37] - The acquisition resulted in a pre-tax and after-tax gain of $866.8 million recognized in income from unconsolidated operations due to the remeasurement of the previously held 50% ownership interest[36] - Goodwill recognized from the acquisition of McCormick de Mexico was $942.0 million, reflecting expected synergies and future growth opportunities[39] - The fair value of intangible assets acquired in the McCormick de Mexico acquisition includes a reacquired right valued at $1,470.0 million and customer relationships valued at $130.0 million[39] Cash Flow and Financing - Cash flow provided by operating activities was $50.9 million, a decrease from $115.5 million in the same quarter of 2025[17] - The company entered into a 364-day $500 million revolving credit facility in January 2026, with a pricing of Term SOFR plus 1.125%[55] - In February 2026, the company issued $500 million of 4.150% unsecured senior notes due 2029, with net proceeds of $497.1 million used to repay a portion of existing notes[56] - The company plans to finance the merger with a 364-day senior unsecured bridge term loan credit facility of up to $15.7 billion[98] - The company has entered into a Bridge Commitment Letter for a senior unsecured 364-day bridge term loan credit facility of up to $15.7 billion to fund the proposed transaction under the Merger Agreement[99] Special Charges and Expenses - The company incurred special charges of $25.1 million during the quarter, which were not present in the same quarter of the previous year[11] - Special charges for the three months ended February 28, 2026, totaled $40.1 million, including $25.1 million in transaction and integration expenses[49] - The company recorded $16.2 million in employee severance and related benefit costs during the three months ended February 28, 2026, as part of global selling, general and administrative streamlining actions[52] - Transaction and integration expenses amounted to $22.9 million for the three months ended February 28, 2026, related to the acquisition of McCormick de Mexico, including $15.0 million for acquired inventory and $7.9 million in transaction costs[54] Foreign Currency and Risk Management - The total notional amount of outstanding foreign currency exchange contracts was $1,121.5 million, an increase from $1,018.2 million as of November 30, 2025[59] - The company recorded a net loss of $2.7 million from foreign exchange contracts not designated as hedging instruments, recognized in cost of goods sold for the three months ended February 28, 2026[59] - The company is exposed to foreign currency fluctuations affecting net investments and may enter into forward contracts and currency swaps to mitigate risks[58] Stock and Compensation - Stock-based compensation expense for the three months ended February 28, 2026, was $20.7 million, an increase from $20.0 million in 2025[80] - The intrinsic value of all options outstanding as of February 28, 2026, was $22.8 million, with $4.6 million in intrinsic value for options exercised during the same period[81] - The number of outstanding stock options decreased from 6.1 million in 2025 to 5.5 million in 2026, with an average exercise price increasing from $72.25 to $73.92[81] - The number of Restricted Stock Units (RSUs) outstanding at the end of the period increased to 1,199,000 in 2026 from 1,049,000 in 2025, with a decrease in average grant-date fair value from $74.19 to $68.09[82] Merger Agreement - A merger agreement was signed with Unilever PLC on March 31, 2026, which will result in Unilever shareholders owning approximately 55.1% of the combined company[94] - The merger is expected to involve a one-time cash payment of $15.7 billion to Unilever, subject to adjustments[95] - The proposed merger is subject to customary closing conditions, including shareholder approval and regulatory approvals[96] - The bridge facility will be available to fund the acquisition and related expenses if permanent financing is not secured prior to closing[101]

Financial Performance - Net sales for the three months ended February 28, 2026, increased to $1,873.9 million, up 16.7% from $1,605.5 million in the same period of 2025[11] - Gross profit rose to $708.9 million, representing a 17.3% increase compared to $604.0 million in the prior year[11] - Net income attributable to McCormick & Company surged to $1,016.2 million, a significant increase from $162.3 million in the same quarter of 2025[11] - Earnings per share (EPS) on a diluted basis reached $3.77, compared to $0.60 in the previous year, reflecting a substantial growth[11] - The company reported a total comprehensive income of $1,270.3 million for the three months ended February 28, 2026, compared to $129.8 million in the same period of 2025[12] - Operating income excluding special charges for the same period was $267.6 million, compared to $225.2 million in the prior year, reflecting an increase of 18.8%[91] - The Consumer segment generated net sales of $1,145.0 million, while the Flavor Solutions segment contributed $728.9 million, indicating strong performance across both segments[91] Assets and Liabilities - Total assets increased to $16,346.3 million as of February 28, 2026, up from $13,200.4 million at the end of November 2025[15] - The company’s total liabilities increased to $8,790.2 million from $7,432.3 million in the previous quarter[15] - Cash and cash equivalents at the end of the period were $177.7 million, an increase from $95.9 million at the beginning of the period[17] - As of February 28, 2026, amounts due to suppliers participating in the Supply Chain Financing program were approximately $484.3 million, up from $332.1 million as of November 30, 2025[27] Acquisitions and Investments - The acquisition of an additional 25% ownership interest in McCormick de Mexico was completed for a purchase price of $750 million, increasing total ownership to 75%[34] - The total consideration for the acquisition of McCormick de Mexico was $1,751.3 million, which includes cash paid, fair value of previously held equity interest, and effective settlement of preexisting amounts[37] - The acquisition resulted in a pre-tax and after-tax gain of $866.8 million recognized in income from unconsolidated operations due to the remeasurement of the previously held 50% ownership interest[36] - The fair value of intangible assets acquired in the McCormick de Mexico acquisition includes a reacquired right valued at $1,470.0 million and customer relationships valued at $130.0 million[39] - Goodwill from the McCormick de Mexico acquisition, representing expected synergies and future growth opportunities, is valued at $942 million and is not deductible for tax purposes[40] Special Charges and Expenses - The company incurred special charges of $25.1 million during the quarter, which were not present in the same quarter of the previous year[11] - Special charges for the three months ended February 28, 2026, totaled $40.1 million, including $25.1 million in special charges and $15.0 million related to inventory step-up recognized in cost of goods sold[49] - The company recorded $16.2 million in employee severance and related benefit costs during the three months ended February 28, 2026, as part of global selling, general and administrative streamlining actions[52] - Transaction and integration expenses amounted to $22.9 million for the three months ended February 28, 2026, related to the acquisition of McCormick de Mexico, including $15.0 million for acquired inventory and $7.9 million in transaction costs[54] Financing Activities - The company issued $500 million in unsecured senior notes with a 4.150% interest rate due in 2029, with net proceeds of $497.1 million used to repay a portion of existing notes[56] - The company entered into a 364-day $500 million revolving credit facility in January 2026, with a current pricing of Term SOFR plus 1.125%[55] - The company entered into a Bridge Commitment Letter for a senior unsecured 364-day bridge term loan credit facility of up to $15.7 billion to fund the proposed transaction under the Merger Agreement[99] - The company plans to seek permanent financing in the form of senior unsecured notes and/or term loans prior to the closing of the Merger[101] Foreign Currency and Risk Management - The total notional amount of outstanding foreign currency exchange contracts was $1,121.5 million, up from $1,018.2 million as of November 30, 2025[59] - The company is exposed to foreign currency fluctuations and may enter into forward contracts and currency swaps to mitigate risks[58] - The company utilizes commodity contracts to manage price risk for soybean oil, hedging a portion of anticipated consumption for periods of up to 24 months[64] - The company recorded a net loss of $2.7 million from foreign exchange contracts not designated as hedging instruments for the three months ended February 28, 2026[59] Shareholder Information - The company paid cash dividends of $0.48 per share, up from $0.45 per share in the same quarter of the previous year[11] - As of February 28, 2026, $403 million remains available under the $600 million share repurchase program authorized in November 2019[9] - The number of outstanding stock options at the end of the period was 5.3 million, with a weighted average exercise price of $75.03, compared to 5.9 million options at a price of $72.65 in 2025[81] - The company granted 608,000 RSUs with a grant-date fair value of $63.62 during the three months ended February 28, 2026, compared to 523,000 RSUs at $74.74 in 2025[82] Merger Agreement - A merger agreement with Unilever Foods was entered into on March 31, 2026, which is expected to create a global flavor leader in high-growth categories[94] - Under the merger agreement, Unilever shareholders are expected to own approximately 55.1% of the combined company, while McCormick's current shareholders will own about 35.0%[95] - The proposed transaction includes a one-time cash payment of $15.7 billion to Unilever, subject to adjustments[95] - The proposed merger is subject to customary closing conditions, including shareholder approval and antitrust approvals[96]

Business Operations and Strategy - The company has not commenced any operations as of December 31, 2025, and will not generate operating revenues until after completing a business combination[22]. - The company intends to focus on identifying target businesses primarily in North America and Europe with strong growth potential and formidable barriers to entry[27]. - The management team is positioned to identify attractive business combination opportunities with compelling industry dynamics and transformational growth potential[41]. - The company aims to enhance value through operational improvements, capital structure optimization, and technology adoption[30]. - The company aims to complete its initial business combination with a target business that has a fair market value equal to at least 80% of the net assets held in the trust account[52]. - The acquisition criteria include targeting companies with a track record of creating and growing multi-billion dollar platforms in public markets[45]. - The company seeks to acquire businesses that exhibit unrecognized value and have a need for capital to achieve their growth strategy[45]. - The management team has extensive experience in mergers and acquisitions, enhancing management teams transitioning from private to public markets[45]. - The company may pursue business combinations with affiliated entities, provided an independent opinion confirms the fairness of the transaction[58]. Financial Position and Funding - As of December 31, 2025, the company has $1,061,576 available for a business combination, providing options for liquidity events, capital for growth, or debt reduction[66]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available or if significant public shares are redeemed[69]. - The company has not secured third-party financing and there is no assurance that it will be available[66]. - The company intends to effectuate its initial business combination using cash from the initial public offering proceeds, equity, debt, or a combination thereof[67]. - The company has cash of $60,829 held outside the trust account to cover potential claims, with estimated liquidation costs not exceeding $100,000[114]. - The company may incur substantial debt to complete a business combination, which could negatively impact its leverage and financial condition[178]. - The net proceeds from the initial public offering and the sale of private placement warrants provided the company with up to $998,775,000 for completing its initial business combination[179]. Shareholder Rights and Redemption - The company will provide public shareholders with the opportunity to redeem their Class A ordinary shares at a per-share price equal to the aggregate amount in the trust account, including interest, divided by the number of outstanding public shares[89]. - If the cash consideration required for redemptions exceeds the available cash, the company will not complete the business combination or redeem any shares[90]. - Shareholders are restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent, which aims to prevent large shareholders from blocking business combinations[98]. - The company anticipates that any redemptions will be conducted either in conjunction with a general meeting or by means of a tender offer, based on various factors including timing and legal requirements[91]. - If a tender offer is conducted, it will remain open for at least 20 business days, and the company will not complete the business combination until the expiration of this period[96]. - The company’s sponsor and management team have agreed to waive their redemption rights concerning any founder shares and public shares held by them in connection with the initial business combination[89]. - The company may seek shareholder approval for the business combination, which requires an affirmative vote from a majority of shareholders present at the meeting[94]. - The company will not proceed with redemptions if the business combination does not close, even if a public shareholder has elected to redeem their shares[89]. - Public shareholders must tender their shares or deliver them electronically to exercise redemption rights, with a deadline of two business days prior to the scheduled vote on the business combination[100]. Regulatory and Compliance Issues - The company is required to evaluate internal control procedures for the fiscal year ending December 31, 2025, as mandated by the Sarbanes-Oxley Act[122]. - The company has registered its units, Class A ordinary shares, and warrants under the Exchange Act, with obligations to file periodic reports[120]. - The company has taken steps to avoid being deemed an investment company under the Investment Company Act, which would impose additional regulatory burdens[186]. - The company is incorporated under the laws of the Cayman Islands, which may complicate the enforcement of U.S. judgments against its directors or officers[213]. - The company may face difficulties in protecting shareholder interests due to its governance structure and the legal framework of the Cayman Islands[217]. Market Conditions and Competition - The number of blank check companies seeking business combinations has increased, intensifying competition for target businesses[117]. - The company faces intense competition from other entities seeking business combination opportunities, which may limit its ability to find suitable targets[144]. - The number of SPACs evaluating targets has increased, making attractive targets scarcer and potentially increasing costs for initial business combinations[140]. - The ability of public shareholders to redeem shares for cash may deter potential business combination targets, complicating acquisition efforts[130]. Risks and Uncertainties - The time and costs associated with identifying and evaluating target businesses are currently uncertain, which may lead to losses if a combination is not completed[57]. - The company may face significant write-downs or charges post-business combination, potentially impacting financial condition and share value[148]. - Trust account funds may be reduced due to third-party claims, leading to a per-share redemption amount of less than $10.00[149]. - The company has not verified the sponsor's ability to satisfy indemnification obligations, risking a reduction in trust account funds below $10.00 per share[151]. - Changes in the market for directors and officers liability insurance have made it more difficult and expensive to negotiate initial business combinations[154]. - If bankruptcy occurs after distributing trust account proceeds, shareholders may face recovery claims, impacting their received amounts[155]. Business Combination Structure - The company may structure its business combination to acquire less than 100% of the target business, ensuring it maintains a controlling interest[54]. - The company may enter into negotiations with target businesses that have leverage due to the impending Termination Date[134]. - The company may enter into an initial business combination with a target that does not meet its established criteria and guidelines, potentially affecting the success of the combination[162]. - The company is not required to obtain an independent opinion on the fairness of the price paid for the target business, relying instead on the judgment of its board of directors[163]. - The company may incur substantial costs in investigating and negotiating with target businesses, which may not be recoverable if a business combination is not completed[166]. Share Structure and Dilution - The company has authorized the issuance of up to 600,000,000 Class A ordinary shares and 60,000,000 Class B ordinary shares, with 574,410,520 Class A and 59,625,000 Class B shares available for issuance as of the report date[194]. - The founder shares will convert into Class A ordinary shares at a ratio ensuring they equal 20% of the total number of ordinary shares issued and outstanding upon completion of the initial public offering[197]. - The company may issue additional Class A ordinary shares or preference shares to complete its initial business combination, which could dilute existing shareholders' interests[193]. - The potential issuance of a substantial number of additional Class A ordinary shares upon warrant exercise could make the company a less attractive acquisition vehicle[209]. - The company may amend the terms of the warrants with the approval of at least 50% of the then-outstanding public warrants, which could adversely affect holders[201].

Employment and Ownership - As of December 31, 2025, the Company had 80 full-time employees and 10 consultants or full-time contractors, with 52 employees based in Singapore[309]. - The total beneficial ownership of common shares by Directors and Officers as of March 20, 2026, is 128,715 shares, with MM Asset Management Inc. SPC holding 1,526,205 shares[312][315]. Compensation and Policies - The Company adopted a Compensation Recovery Policy in 2024 to comply with Nasdaq listing standards, with no outstanding balance of erroneously awarded compensation as of December 31, 2025[318][319]. Market and Financial Risks - The Company is exposed to market risk due to fluctuations in market prices affecting the value of financial instruments, but manages this risk through a conservative investment policy[395]. - Interest rate risk is present for short-term investments, which bear interest at fixed rates, but the Company does not rely on interest income to fund operations[396]. - The company is exposed to foreign currency risk, with a 10% change in foreign currencies potentially impacting other comprehensive loss by $2,000,000[397]. Exchange Rates - The exchange rate from SGD to USD averaged 0.7875 in February 2026, with a high of 0.7933 and a low of 0.7839[398]. - The exchange rate from CNY to USD averaged 0.1440 in February 2026, with a high of 0.1449 and a low of 0.1429[398]. - The exchange rate from MYR to USD averaged 0.2238 in February 2026, with a high of 0.2253 and a low of 0.2218[398]. - The average exchange rate from SGD to USD over the past six months was 0.7791[398]. - The average exchange rate from CNY to USD over the past six months was 0.1422[398]. - The average exchange rate from MYR to USD over the past six months was 0.2210[398]. Currency Management - The company does not engage in hedging activities for foreign currency transactions[397]. - The functional currency for most entities is the local currency, except for the Canadian entity which uses the U.S. Dollar[397]. - The company holds current assets or liabilities in currencies other than its functional currency, increasing exposure to exchange rate fluctuations[397].

Technology and Innovation - Aqua Metals has developed its proprietary AquaRefining process for metals recycling, initially focusing on lead-acid batteries and expanding to lithium-ion battery recycling since 2021[18]. - The company demonstrated recovery of lithium, nickel, cobalt, copper, and manganese from lithium-ion battery black mass during 2022 and 2023, utilizing an electricity-based process[19]. - Aqua Metals' AquaRefining process aims to produce higher yields of higher purity metals compared to primary smelters, enhancing the value of recovered materials[53]. - The company is focused on advancing its technology to recover lithium hydroxide or lithium carbonate, copper, nickel, and cobalt for sale into battery supply chains or commodities markets[59]. - Aqua Metals is evaluating additional feedstocks and applications for its technology, including polymetallic nodules and other critical minerals, to assess technical and economic feasibility[22]. - The company has operated its Li AquaRefining pilot plant since 2023, demonstrating recovery of key battery minerals and advancing product quality and commercial readiness[60]. - The company aims to recover copper, lithium hydroxide, nickel, and cobalt from lithium-ion battery 'black mass' at its Innovation Center[158]. - Aqua Metals has established an Innovation Center focused on lithium-ion battery recycling research and development[157]. - The company has filed a provisional patent for recovering high-value metals from recycled lithium-ion batteries to complement existing patents for AquaRefining[94]. - The company currently holds 4 US patents and 1 international patent for recycling various battery chemistries, with 24 US and foreign patent applications pending[67]. Market and Industry Trends - The global demand for lithium-ion batteries is projected to grow from approximately 2 terawatt-hours (TWh) in 2025 to around 4.2 TWh by 2030, with electric vehicles expected to represent about 85% of this demand by 2035[34]. - The global battery energy storage systems (BESS) market is expected to grow at an annual rate of approximately 50% through 2030, potentially reaching between 500 and 700 gigawatt-hours (GWh) by that time[37]. - The company’s lithium-ion battery recycling market is considered a nascent industry, with no predominant technology currently displacing its Li AquaRefining process[65]. - The market price of battery metals is volatile and influenced by global economic conditions, impacting demand for recyclable batteries[108]. - The company is pursuing growth opportunities in international markets, which will require significant management attention and financial resources[113]. Financial Performance and Projections - The company generated a total of $11.7 million in revenue from inception through December 31, 2025, primarily from lead compounds and plastics, with approximately $310,000 derived after January 1, 2020[82]. - The company has a working capital of $8,977,000 and total cash of $10,810,000 as of December 31, 2025[84]. - Total operating expenses for the year ended December 31, 2025, were $23,331,000, a decrease of 2% compared to $23,847,000 in 2024[169]. - Plant operations costs decreased by approximately $4,806,000 or 67% in 2025, primarily due to a reduction in payroll and related fees[170]. - Research and development costs decreased by approximately $262,000 or 17% in 2025, reflecting a focus on improving proprietary technology for battery recycling[171]. - Interest expense increased to $667,000 in 2025 from $574,000 in 2024, partly due to charges associated with a bridge loan[177]. - Interest and other income rose to $913,000 in 2025, an increase of 143% from $376,000 in 2024, primarily due to a payroll tax employee retention credit[178]. - As of December 31, 2025, total assets were $19,706,000, with working capital of $8,977,000[180]. - Net cash used in operating activities was $10,253,000 in 2025, a decrease from $13,632,000 in 2024[181]. - The company anticipates requiring additional capital to fund ongoing costs and advance its business strategy, with substantial doubt about its ability to continue as a going concern[186][187]. Strategic Partnerships and Acquisitions - The company has entered into a non-binding term sheet to acquire Lion Energy, LLC, with total consideration not exceeding $94.9 million, including $4.1 million in cash and approximately $25.8 million in common stock[86]. - The company aims to expand its participation in energy storage systems and battery cell production through the proposed acquisition of Lion Energy[62]. - The company entered into an MOU with Impossible Metals Inc. to explore a domestic supply chain for critical minerals from deep-sea nodules[162]. - The company is in discussions to acquire Lion Energy, LLC, to expand its participation in energy storage systems[166]. Risks and Challenges - The company faces substantial doubt about its ability to continue as a going concern within one year after the issuance of its financial statements[85]. - The company is subject to a claim that could have a material adverse effect on its financial condition, with potential litigation costs amounting to approximately $3.5 million[91]. - The company faces risks related to the potential misappropriation of its intellectual property and the adequacy of its protections against such risks[102]. - The company faces increased security risks related to cloud-based information systems, necessitating additional resources for protection[107]. - Geopolitical tensions and macroeconomic factors, including inflation and supply chain disruptions, could adversely affect the company's financial condition and operations[108]. - The company has not yet entered into a commercial license for its AquaRefining technology or developed a commercial scale lithium-ion recycling facility[87]. - The company has produced limited quantities of AquaRefined metals and has not yet achieved significant commercial production[97]. - The company intends to develop a commercial scale lithium-ion battery recycling facility, contingent upon obtaining the necessary capital[92]. - The company has no existing licensing arrangements or joint ventures in place as of the report date, which could adversely affect its business strategy[95]. - Future sales of substantial amounts of common stock could negatively impact the market price of the company's shares[128]. - The company's bylaws may inhibit favorable takeover transactions, potentially reducing the price of its common stock[130]. Stock and Shareholder Information - The market price of the company's common stock has fluctuated between $3.46 and $29.62 from January 1, 2025, to March 24, 2026[122]. - The company may face increased risks of securities class action litigation, particularly following stock price declines[126]. - The company has never declared or paid cash dividends, intending to retain earnings for business expansion[146]. - The Company has established a sequencing policy for issuing shares under its stock incentive plan, prioritizing grants with the earliest inception date[201].

Financial Performance - The Company reported total revenues of $27,023,651 for the year ended December 31, 2025, representing a 271% increase from $7,280,885 in 2024[179]. - The gross margin for 2025 was $7,877,709, compared to $469,215 in 2024, indicating significant improvement in profitability[179]. - Revenues for the year ended December 31, 2025, were $27,023,651, a 271% increase from $7,280,885 in 2024[188]. - Gross margin improved to $7,877,709 in 2025, a 1,579% increase from $469,215 in 2024, primarily due to revenue recognized from the AMA with New APR[188]. - Total operating expenses increased to $17,640,587 in 2025, a 54% rise from $11,452,741 in 2024, driven by a 100% increase in general and administration costs[189]. - The net loss decreased to $9,835,031 in 2025 from $10,764,457 in 2024, with net loss per share improving to $0.64 from $1.39[193]. Revenue Sources - Revenue from services and consulting related parties surged by 2,326% to $22,356,843 in 2025, driven by the Asset Management Agreement with New APR[180]. - The Company began recognizing $56,000 in revenue from its first Edge Data Center, which became operational in the second quarter of 2025[181]. - The Company expects services revenue from hosting and technology solutions to increase throughout 2026, driven by additional Edge Data Center deployments[182]. Cost and Expenses - The cost of revenues increased by 181% to $19,145,942 in 2025, primarily due to the implementation of new systems and support for the Asset Management Agreement[183]. - Cash used in operating activities was $13,748,223 in 2025, compared to $3,488,687 in 2024, reflecting increased accounts receivable[195]. - Total operating expenses increased to $17,640,587 in 2025, a 54% rise from $11,452,741 in 2024, driven by a 100% increase in general and administration costs[189]. Financing and Cash Flow - Net cash provided by financing activities was $46,688,761 in 2025, significantly up from $9,154,439 in 2024, primarily due to a public offering of common stock[197]. - The company raised approximately $37.1 million from a public offering of common stock in August 2025, enhancing its financial position for strategic initiatives[200]. - The company had a cash balance of $15,472,229 and accounts receivable of $6,034,442 as of December 31, 2025[194]. - The accumulated deficit as of December 31, 2025, was $84,203,040, with a working capital surplus of $11,986,673[199]. - The company continues to focus on revenue diversification and expects to maintain sufficient working capital to meet obligations over the next twelve months[201]. Investments and Assets - The Company holds a 5% interest in Sawgrass Parent, classified as an Equity Method Investment due to significant influence, but does not consolidate it as the primary beneficiary[209]. - The initial carrying value of the investment in Sawgrass Parent was recorded at $7.2 million, with deferred revenue of the same amount for future services under the AMA[210]. - The Company recorded an intangible asset valued at $11,161,428 in May 2024, representing non-monetary consideration under a 5-year customer contract for maintenance services[215]. - During the year ended December 31, 2025, the Company recognized an impairment loss of $8,130,461 on the CN Digital Image License, reducing its carrying amount to zero due to negligible future cash flows[223]. - The Company applies the HLBV method to reflect its claim on net assets in Sawgrass Parent, which indicates no earnings allocation until the MOIC Threshold is met[212]. - The Company recorded $199,008 of deferred revenue related to a completed pilot program, with the remaining deferred revenue recognized over the 5-year contract term[217]. Stock-Based Compensation - Stock-based compensation is measured based on estimated fair values and amortized over the requisite service periods, following ASC 718-10 guidelines[224]. - The Company assesses its equity method investment for impairment whenever events indicate that the carrying amount may not be recoverable, with no impairment losses recognized during the year ended December 31, 2025[214]. - The fair value of the intangible asset was determined based on the standalone selling price of services to be provided, as the fair value of the data rights could not be reasonably estimated[216]. - The Company estimates volatility for stock options based on historical stock prices and uses the simplified method for expected terms for employees and directors[226]. Strategic Initiatives - The Company plans to scale its Edge Data Center deployments to meet increasing demand for distributed computing and AI workloads, targeting enterprise customers and public sector organizations[169]. - The Company is transitioning to recurring revenue models, expanding hosting services and software-based offerings to enhance revenue stability[165]. - The Company continues to invest in proprietary AI technologies, including machine learning and predictive analytics, to improve system performance and automation[164]. - The Company anticipates that localized computing infrastructure will play a crucial role in supporting next-generation applications, although growth may be impacted by adoption rates and competitive factors[170].