Financial Results - Tesla, Inc. published its press release on April 2, 2026, detailing its financial results for the period[4] Company Information - The company is listed on The Nasdaq Global Select Market under the trading symbol TSLA[2] - Tesla is classified as an emerging growth company, indicating it may have certain reporting exemptions[3]

Financial Performance - Net sales for the thirteen weeks ended February 22, 2026, were $2,787.8 million, a decrease of 1.9% compared to $2,841.0 million for the same period in 2025[8]. - Gross profit for the thirty-nine weeks ended February 22, 2026, was $1,994.3 million, down 13.2% from $2,296.3 million in the prior year[8]. - Operating profit for the thirteen weeks ended February 22, 2026, increased to $280.1 million, up 17.0% from $239.4 million in the same period last year[8]. - Net income attributable to Conagra Brands, Inc. for the thirteen weeks ended February 22, 2026, was $199.8 million, compared to $145.1 million for the same period in 2025, representing a 37.7% increase[8]. - Earnings per share (diluted) for the thirteen weeks ended February 22, 2026, was $0.42, an increase from $0.30 in the prior year[8]. - Net income for the thirty-nine weeks ended February 22, 2026, was a loss of $299.3 million, compared to a net income of $896.5 million for the same period in the previous year[16]. - The company reported a loss before income taxes of $136.6 million for the thirty-nine weeks ended February 22, 2026, primarily due to goodwill impairment charges of $771.3 million[119]. - Diluted earnings per share increased to $0.42 in Q3 fiscal 2026 from $0.30 in Q3 fiscal 2025, reflecting higher net income[132]. Assets and Liabilities - Total current assets decreased to $2,890.8 million as of February 22, 2026, from $3,071.0 million as of May 25, 2025[13]. - Total liabilities decreased to $11,048.2 million as of February 22, 2026, from $12,001.2 million as of May 25, 2025[13]. - Cash and cash equivalents were $55.1 million as of February 22, 2026, down from $68.0 million as of May 25, 2025[13]. - The carrying amount of goodwill decreased to $9,730.7 million as of February 22, 2026, primarily due to an impairment of $771.3 million in the Refrigerated & Frozen segment[52]. - Total liabilities as of February 22, 2026, were $82.2 million, with derivative liabilities at $4.4 million and deferred compensation liabilities at $77.8 million[106]. - The carrying amount of long-term debt was $7.23 billion as of February 22, 2026, with a fair value estimated at $7.16 billion[112][113]. Cash Flow - Cash flows from operating activities totaled $895.6 million, a decrease from $1,346.2 million in the prior year[16]. - The company reported a net cash flow from investing activities of $371.1 million, compared to a net outflow of $457.2 million in the previous year[16]. - Cash generated from operating activities totaled $895.6 million in the first three quarters of fiscal 2026, down from $1.35 billion in 2025, primarily due to lower operating profits[181]. - Cash generated from investing activities was $371.1 million in the first three quarters of fiscal 2026, compared to cash used of $457.2 million in the same period of fiscal 2025[182]. Impairment Charges - The company reported a goodwill impairment charge of $771.3 million for the thirty-nine weeks ended February 22, 2026[8]. - The company recognized non-cash goodwill impairment charges of $771.3 million in the Refrigerated & Frozen reporting unit, primarily due to a 150-basis point increase in the discount rate and lower projected sales and profit margins[56]. - Impairment charges of $180.0 million were recognized for the Birds Eye® brand name and $17.0 million for spreads businesses, driven by increased discount rates and lower than expected profit margins[57]. Restructuring and Costs - Conagra has approved a restructuring plan with expected costs of $357.6 million, including $113.4 million in cash charges and $244.2 million in non-cash charges, to improve SG&A expense effectiveness and optimize the supply chain by the end of fiscal 2026[37]. - In the first three quarters of fiscal 2026, Conagra recognized $10.7 million in charges related to the restructuring plan, compared to $90.7 million in the same period of fiscal 2025[37]. - The company anticipates approximately $34 million in restructuring charges related to supply chain optimization initiatives for frozen fried chicken products, with $12 million expected to be cash charges[40]. Stockholders' Equity - Stockholders' equity at February 22, 2026, totaled $8,164.1 million, a decrease from $8,915.8 million at August 24, 2025[98]. - The balance of retained earnings decreased to $5,955.6 million as of February 22, 2026, from $6,755.9 million at August 24, 2025[98]. - Dividends declared on common stock were $0.35 per share, totaling $167.7 million for the period ending February 22, 2026[98]. Segment Performance - Net sales for the thirteen weeks ended February 22, 2026, totaled $2,787.8 million, with Grocery & Snacks contributing $1,167.1 million and Refrigerated & Frozen contributing $1,133.2 million[118]. - Segment operating profit for the same period was $379.2 million, with Grocery & Snacks at $216.7 million and Refrigerated & Frozen at $104.8 million[118]. - Segment SG&A expenses for the thirteen weeks ended February 22, 2026, totaled $280.3 million, with the highest expenses in Grocery & Snacks at $113.0 million[118]. - The Grocery & Snacks segment saw a 6.3% decline in net sales to $1.17 billion, while the Refrigerated & Frozen segment increased by 1.6% to $1.13 billion[146]. Tax and Litigation - The effective tax rate for the third quarter of fiscal 2026 was 13.0%, down from 23.3% in the same quarter of fiscal 2025[76]. - The Company has settled litigation matters for a total of $141.1 million in fiscal 2026 and $25 million in fiscal 2025, with an additional $44.3 million expected to be paid in fiscal 2026 and Q1 fiscal 2027[82]. - As of February 22, 2026, the accrual for all litigation matters was $47.8 million[87]. Future Outlook - The company anticipates ongoing challenges related to supply chain disruptions and inflation impacting future performance[127]. - Conagra Brands anticipates continued volatility in costs of goods sold due to inflation and trade policy changes in fiscal 2026[134].

Financial Performance - NIKE, Inc. revenues for Q3 fiscal 2026 were $11.3 billion, flat on a reported basis and down 3% on a currency-neutral basis[91]. - Net income for Q3 fiscal 2026 was $520 million, a decrease of 35% compared to $794 million in Q3 fiscal 2025[101]. - Total NIKE, Inc. EBIT decreased by 23% to $635 million for the three months ended February 28, 2026, compared to $826 million in the same period of 2025[123]. - Total revenues for NIKE, Inc. were $11,279 million for the three months ended February 28, 2026, a slight increase of 0% compared to $11,269 million in the same period of 2025[123]. - Total revenues for the nine months ended February 28, 2026, decreased by 11% to $4,550 million compared to $5,110 million in the same period of 2025[132]. Revenue Breakdown - NIKE Brand wholesale revenues increased to $6.5 billion in Q3 fiscal 2026, up from $6.2 billion in Q3 fiscal 2025, driven by higher revenues in North America and Asia Pacific & Latin America[91]. - NIKE Direct revenues decreased to $4.5 billion in Q3 fiscal 2026 from $4.7 billion in Q3 fiscal 2025, primarily due to a decrease in traffic[91]. - NIKE Brand revenues for the first nine months of FY2026 were $35.4 billion, up 1% on a reported basis, with a currency-neutral decrease of 1%[106]. - NIKE Brand wholesale revenues for the first nine months of FY2026 were $20.8 billion, up 7% on a reported basis and up 5% on a currency-neutral basis[106]. Cost and Margin Analysis - Gross margin for Q3 fiscal 2026 decreased by 130 basis points to 40.2%, mainly due to higher tariffs in North America[91]. - Gross profit for Q3 FY2026 was $4.53 billion, a 3% decrease from $4.68 billion in Q3 FY2025, resulting in a gross margin of 40.2%, down 130 basis points year-over-year[107][108]. - Gross margin contracted by 350 basis points to 39.6% due to higher tariffs, partially offset by higher ASP and lower inventory obsolescence reserves[127]. - Gross margin for Converse contracted by approximately 970 basis points, primarily due to brand reset costs and higher inventory obsolescence reserves[148]. Tax and Expenses - The effective tax rate for Q3 fiscal 2026 was 20.0%, compared to 5.9% in Q3 fiscal 2025[101]. - Total selling and administrative expenses for Q3 FY2026 were $3.98 billion, up 2% from $3.89 billion in Q3 FY2025, representing 35.3% of revenues[108]. - Demand creation expense increased by 4% to $416 million, attributed to higher sports marketing expenses[127]. - Demand creation expense increased by 11%, primarily due to unfavorable foreign currency exchange rates and higher sports marketing expenses[131]. Shareholder Returns and Capital Management - NIKE returned approximately $609 million to shareholders through dividends in Q3 fiscal 2026[91]. - The company repurchased a total of 1.8 million shares for $122.4 million under the $18 billion share repurchase program, with 124.4 million shares repurchased at a cost of approximately $12.1 billion as of February 28, 2026[163]. - Cash provided by operations was $1,231 million, a decrease from $3,235 million in the same period of 2025[159]. - Cash used by financing activities for the nine months ended February 28, 2026, was $1,778 million, primarily driven by dividend payments, compared to $4,176 million in 2025[162]. Market and Geographic Performance - North America revenues increased by 3% on a currency-neutral basis, with wholesale revenues up 11%, while NIKE Direct revenues decreased by 5%[127]. - EMEA revenues decreased by 7% on a currency-neutral basis, with NIKE Direct revenues down 13% due to a 6% decline in digital sales and a 20% decline in store sales[131]. - Greater China revenues decreased by 10% on a currency-neutral basis, with wholesale revenues down 13% and NIKE Direct revenues down 5%[135]. - APLA revenues decreased 2% on a currency-neutral basis, with NIKE Direct revenues down 8% due to a 12% decline in digital sales and a 3% decline in store sales[140]. Operational Challenges - The company recognized pre-tax charges of $230 million for the three months ended February 28, 2026, primarily related to employee severance costs[94]. - The U.S. Supreme Court ruled that tariffs imposed under the IEEPA were unauthorized, with total tariffs paid amounting to approximately $1.0 billion[95]. - Other (income) expense, net for Q3 FY2026 was $82 million, an increase from $38 million in Q3 FY2025, mainly due to settlements of legal matters[115][116]. - Corporate expenses decreased by 13% to $411 million for the three months ended February 28, 2026, compared to $470 million in the same period of 2025[123].

Market Influence and Operations - The Coca-Cola Company significantly influences the company's operations, with 28% and 29% of net sales generated in Brazil for 2024 and 2025, respectively, and 25% and 22% in Argentina[52]. - Operations in Chile represented 42.4% of the company's assets and 38.6% of net sales for 2024, indicating significant reliance on the Chilean economy[99]. - Operations in Brazil accounted for 29.0% of assets and 28.2% of net sales for 2024, highlighting the importance of Brazilian economic conditions[110]. - The company’s operations in Argentina represented 24.8% and 22.2% of net sales for 2024 and 2025, respectively[139]. Economic and Currency Risks - A devaluation of local currencies against the Chilean peso could negatively impact the company's financial results, as a significant portion of revenues is generated in foreign currencies[52]. - The Brazilian real appreciated 8% in 2023, depreciated 22% in 2024, and appreciated 13% in 2025 against the U.S. dollar[136]. - In Argentina, the peso depreciated 78% in 2023, 22% in 2024, and 29% in 2025 against the U.S. dollar[146]. - Inflation in Chile could increase operational costs and reduce demand for products, as many supply contracts are indexed to the consumer price index[109]. - Inflationary pressures in Brazil may increase costs and reduce profit margins, affecting overall financial performance[135]. - Argentina is classified as a hyperinflationary economy under IAS 29 due to a cumulative three-year inflation rate exceeding 100%[150]. - The application of IAS 29 has resulted in the need to restate non-monetary assets and liabilities, impacting reported results and net earnings[150]. Regulatory and Compliance Challenges - The company faces increasing environmental regulations that may raise operating costs and affect consumer demand, particularly regarding plastic packaging[47]. - The company must navigate complex local regulations across its operating territories, which could increase compliance costs and affect financial performance[45]. - The company is subject to additional labeling and warning requirements that may inhibit product sales and affect overall financial results[58]. - The company is subject to legal proceedings related to monopolistic practices, which could lead to significant liabilities and operational changes[90]. Competitive Landscape - The beverage business is highly competitive, with local and regional brands posing significant price competition, which could adversely affect net profits and margins[51]. - Increased public health concerns regarding sugar-sweetened beverages may lead to reduced demand and additional regulatory pressures[50]. Supply Chain and Operational Risks - Raw material costs, including concentrate, sweeteners, and packaging materials, are subject to market volatility and currency exchange risks, which may affect profitability[53]. - Water scarcity and poor water quality are significant concerns, as they may lead to increased production costs and capacity constraints, potentially affecting profitability[59]. - The company faces risks from instability in the supply of utility services and fluctuations in oil prices, which could materially impact operational costs and financial performance[56]. - The company is exposed to risks from pandemics, which could limit business activities and disrupt raw material supply chains, potentially affecting financial performance[75]. Strategic and Expansion Challenges - The company may face challenges in successfully implementing expansion strategies and achieving expected operational efficiencies from acquisitions, which could adversely affect financial results[71]. - Labor unrest and the inability to renew collective bargaining agreements on satisfactory terms could lead to work stoppages, impacting operations and net revenues[87]. - The company may struggle to recruit or retain key personnel, which could disrupt business operations and negatively impact financial performance[96]. Tax and Financial Liabilities - RJR is involved in tax proceedings with Brazilian federal tax authorities, with claims totaling approximately R$3,625 million related to value-added tax on industrialized products[127]. - The aggregate amount involved in various judicial proceedings for RJR currently amounts to approximately R$7,900 million[127]. - RJR is currently awaiting formal notification of tax debts cancellation, expected during 2026, which involves R$445 million related to the years 2017 and 2018[129]. - The Brazilian government approved a tax reform in late 2023 aimed at simplifying consumption taxes, which may impact the company's tax burden and profitability[115]. - The new tax regime in Brazil will transition from January 2026 to December 2032, reorganizing existing consumption taxes into new categories[117]. Environmental, Social, and Governance (ESG) Concerns - Increased scrutiny from stakeholders regarding environmental, social, and governance (ESG) matters could impact the company's reputation and ability to sell products if ESG goals are not met[64]. - Climate change poses risks to agricultural productivity, which could increase the costs of key ingredients like sugarcane and corn, adversely impacting the company's operations[63]. Recent Developments and Acquisitions - The merger with Embotelladoras Coca-Cola Polar S.A. in 2012 granted former shareholders of Polar a 19.68% ownership interest in the merged entity, enhancing Coca-Cola Andina's market position in South America[193]. - In 2018, Coca-Cola Andina completed the acquisition of 100% of the shares of Comercializadora Novaverde S.A., a company focused on the production and distribution of juices and ice cream[196]. - In September 2021, Andina Brazil acquired 50% of the Therezópolis beer brands for R$35 million, expanding its beverage portfolio in Brazil[214]. - In April 2022, the Coca-Cola Brazil System signed a Master Agreement with Campari for the exclusive distribution of Campari-branded beverages throughout Brazil, with an expiration date of December 31, 2026[215]. - In August 2023, Andina Brazil signed a Distribution Agreement with Perfetti Van Melle for the distribution of its branded portfolio throughout Brazil, authorized by a Master Agreement signed in July 2022[216]. - The restructuring of the juice and mate herb business in Brazil resulted in Andina Brazil holding a 10.87% ownership interest in Leão Alimentos y Bebidas Ltda.[207].

Competition and Market Dynamics - The company faces significant competition in the provision of educational services, which may adversely affect market share and profitability [44]. - Increased competition in the graduate program landscape may result in pricing pressure and longer sales cycles, negatively impacting revenue [49]. - Changes in government investment strategies in education could increase competition, particularly if public institutions expand and enhance their offerings [64]. - The company’s revenues are highly concentrated in tuition fees for medical courses, making it vulnerable to adverse economic or regulatory factors affecting demand [44]. - The evolving regulatory framework for medical education in Brazil remains uncertain, affecting the authorization of new medical programs and student seats [50]. Economic and Regulatory Environment - Economic uncertainty and political instability in Brazil could harm the company's business and the price of its Class A common shares [47]. - The Brazilian government has significant influence over the economy, and changes in policies or regulations could impact the company's operations [43]. - Recent regulatory changes may create competitive disparities, allowing certain institutions to expand more rapidly or at lower costs than those subject to federal oversight [54]. - Proposed tax reforms, including the introduction of the Goods and Services Tax (IBS) and the Social Contribution on Goods and Services (CBS), may significantly impact the company's tax burden and financial performance [70][72]. - The company is subject to supervision by the Ministry of Education (MEC), which may impose sanctions for non-compliance with regulatory requirements [106]. Financial Performance and Risks - The company may require additional funds to support its expansion strategy, and failure to secure financing could adversely affect growth plans [44]. - The allowance for expected credit losses as a percentage of revenue was 2.6% for the year ended December 31, 2023, indicating potential risks in cash flow due to payment delinquencies [176]. - The company’s ability to collect accounts receivable may be impacted by economic conditions, leading to increased payment defaults and affecting overall financial health [176]. - The company is dependent on the performance of its subsidiaries for dividend distributions, which may be adversely affected if those subsidiaries do not perform positively [186]. - The company approved the distribution of accumulated profit reserves from Brazilian subsidiaries, with payments expected through 2028, to mitigate potential tax burdens from new legislation [188]. Operational Challenges - The company operates a large number of campuses and facilities across multiple regions in Brazil, which presents ongoing operational challenges related to maintenance and safety [88]. - The company is experiencing significant operational expansion, facing challenges in talent acquisition and retention, cash flow management, and internal controls, which could adversely affect financial performance [145]. - The integration of acquired companies poses operational risks that could adversely affect the company’s strategic objectives and financial results [172]. - Ongoing construction and renovation projects require additional licenses, and failure to obtain these could result in delays and increased costs, adversely affecting financial performance [140]. - The company faces risks related to occupational health and safety, which could lead to regulatory consequences and financial liabilities [215]. Compliance and Legal Risks - The company is subject to anti-corruption, anti-bribery, and anti-money laundering laws, which impose significant compliance obligations and risks of liability for violations [94]. - The company is subject to strict consumer protection laws, which could result in penalties and legal proceedings that may harm its reputation and financial condition [132]. - Non-compliance with health and safety standards can result in serious consequences, including potential death or physical injury to individuals on the premises [87]. - The company is required to comply with the Economic Substance Act in the Cayman Islands, which may create significant additional costs and operational impacts [100]. - Regulatory compliance risks related to healthcare and digital health regulations could limit product offerings and increase operational costs [171]. Technology and Innovation - The company must continually update its educational content and digital products to remain competitive, particularly in response to rapid technological changes like artificial intelligence [57]. - The company must continuously update its technology and systems to remain competitive, which is time-intensive and may lead to higher future costs [150]. - Compliance with evolving AI regulations in Brazil may lead to higher operational costs and delays in innovation [229]. - The company’s success in distance learning depends on affordable internet access and the ability to adapt to rapidly changing technologies [221]. - Cybersecurity threats pose significant risks, and a breach could lead to reputational damage and financial losses [154]. Strategic Initiatives and Goals - The company aims to expand operations by acquiring medical higher education institutions and health tech companies, but faces challenges in identifying and integrating suitable acquisitions [44]. - The company is focused on acquiring medical higher education institutions and health tech companies, but faces risks in identifying suitable targets and integrating them effectively [151]. - The integration of acquired companies is ongoing, with all but one (Medical Harbour) fully integrated, and successful integration is crucial for realizing anticipated benefits [153]. - The company aims to achieve gender equity by having women occupy half of managerial positions by 2030 and plans to deliver an additional five million free healthcare consultations by 2030 [148]. - The company’s organic growth strategy includes opening new campuses, which requires substantial investments and poses challenges in maintaining quality standards [178].

Operations and Capacity - The company operates a manufacturing facility of 13,500 square feet, currently at approximately 15% to 20% capacity, with the potential to produce approximately 1.4 billion square inches of product annually at full capacity[19]. - The company maintains a combined corporate office and manufacturing facility in Langhorne, Pennsylvania, leasing approximately 16,500 square feet, with the lease expiring on January 31, 2031[49]. - The company has expanded its business model to include branded consumer products and custom gel opportunities since 2020[174]. Joint Ventures and Partnerships - In May 2023, the company formed a joint venture with CG Laboratories, Inc., owning a 50% interest in CG Converting and Packaging, LLC, to enhance its ability to deliver finished goods[16]. - The company has a joint venture with CG Laboratories, Inc., called CG Converting and Packaging, LLC, which allows it to expand its ability to deliver finished goods to its growing customer base[121]. - The company aims to pursue strategic partnerships to expand its business, but may face challenges in identifying and completing favorable partnerships[80]. Product Development and Innovation - The company has successfully utilized over 200 active ingredient combinations in its hydrogels, which are marketed for various applications including drug delivery and wound care[19]. - The company is developing new products targeting the OTC pharmaceutical drug delivery market, pain management, and cosmetics, among others[22]. - The NEXDrape device, designed for patients with impaired skin, is currently undergoing proof of concept studies and aims to provide a gentler alternative to traditional adhesive surgical drapes[25][26]. - The company plans to file a 510(k) premarket submission with the FDA for both NEXDrape and NEXDerm, an adhesive tape for securing medical devices[26][27]. - Research and development expenses are focused on new product development, with costs expensed as incurred[194]. Financial Performance - Revenues for the year ended December 31, 2025, were $11,421 thousand, an increase of $2,733 thousand or 31.5% compared to $8,688 thousand in 2024[130]. - Gross profit for 2025 was $4,509 thousand, up $1,761 thousand from $2,748 thousand in 2024, with a gross profit margin of approximately 39.5% compared to 31.6% in 2024[132]. - Selling, general and administrative expenses rose by $1,635 thousand or 26.3% to $7,859 thousand in 2025, driven by increases in compensation, advertising, and professional fees[133]. - Net loss attributable to NexGel stockholders improved to $3,000,000 in 2025 from $3,281,000 in 2024, a reduction of 8.6%[167]. - The company expects to continue incurring losses in the near term, raising concerns about its ability to operate as a going concern without additional capital[144]. Market and Competition - The company faces competition from established players like Johnson & Johnson and Procter & Gamble, necessitating strategic partnerships for success in the medical device sector[32]. - The company faces intense competition in the hydrogel manufacturing industry, with no assurance of developing products that achieve greater market acceptance than competitors[63]. - The company’s future success depends on market acceptance of its existing and future products by the medical community and end-users[55]. Regulatory and Compliance - The company is currently registered as a device manufacturer and distributor with the FDA and intends to register as a drug facility when required[42]. - The company is subject to extensive governmental regulations, which can lead to fines, product recalls, and delays in new product approvals[70]. - The company is subject to various environmental regulations and has made significant investments to comply, but future costs are unpredictable[43]. Employee and Corporate Governance - The company recognizes the importance of its employees as a key asset in achieving strategic goals and is focused on developing a high-performance culture[48]. - The company’s principal stockholders, officers, and directors own approximately 16.3% of its stock, potentially influencing decisions that may not align with other shareholders' interests[87]. Risks and Challenges - The company has identified material weaknesses in its internal control over financial reporting, which could lead to errors in financial statements[88]. - The company may face significant product liability claims, which could incur substantial expenses and harm its reputation[75]. - The company has limited sales, marketing, and distribution capabilities, which may adversely affect its financial condition if not addressed[74]. - The company is reliant on two manufacturers for key ingredients in its hydrogels, which poses risks of supply interruptions and increased costs[76]. Shareholder Information - The company has over 983 shareholders of record and 8,163,458 shares of common stock outstanding as of March 31, 2026[114]. - The company has issued 907,111 shares of common stock upon the exercise of outstanding stock options at a weighted average exercise price of $2.94 per share, and 5,142,940 shares upon the exercise of warrants at a weighted average exercise price of approximately $5.11 per share[97]. Revenue Recognition and Accounting - The company recognizes revenue primarily from contract manufacturing, custom and white label finished goods, and branded consumer products, with revenue recognized upon shipment to customers[212]. - The company continues to monitor marketplace changes to adjust return estimates appropriately, indicating proactive risk management[214].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41378 CARTESIAN GROWTH CORPORATION II Indicate by check mark whether the registrant has submitted electronically e ...

Acquisition Plans and Financial Risks - The company expects to incur significant costs in pursuit of its acquisition plans and may depend on loans from affiliates to fund operations if IPO proceeds are insufficient [81]. - The target business must have a fair market value equal to at least 80% of the funds in the trust account at the time of the definitive agreement execution, which may limit potential acquisition targets [91]. - The company is not required to obtain an independent valuation of the target business, relying instead on the judgment of its board of directors to determine fair market value [92]. - The company may seek acquisition opportunities with early-stage or financially unstable businesses, which could expose it to volatile revenues and operational risks [90]. - The company has not yet selected a specific target business, making it difficult to evaluate the merits or risks associated with potential acquisitions [86]. - The company may incur substantial debt to complete the initial business combination, which could adversely affect its leverage and financial condition [102]. - The lack of diversification from completing a single business combination may expose the company to significant economic, competitive, and regulatory risks [103]. - The company may face increased costs and risks if attempting to complete multiple business combinations simultaneously [104]. - Pursuing a business combination with a private company may result in limited information, potentially leading to an acquisition that is less profitable than expected [105]. - If the initial business combination involves a foreign entity, the company may face additional risks related to legal enforcement and jurisdiction [113]. - The company may face challenges in managing cross-border operations, which could negatively impact financial and operational performance due to higher costs and complexities [115]. - Economic and political uncertainties, including tariffs and regulatory changes, could materially affect the ability to identify potential targets and the financial performance of those targets [123]. - The company may face challenges in obtaining additional financing for its initial business combination, which could lead to restructuring or abandonment of the transaction [139]. Shareholder Redemption and Liquidation - If the initial business combination is not completed by the Extended Date, public shareholders may receive approximately $10.30 per share or less upon liquidation of the trust account [82]. - If the company cannot complete the initial business combination, it may be forced to liquidate, and shareholders could receive less than $10.30 per share [89]. - The company anticipates that if the initial business combination is not completed, public shareholders may receive approximately $10.30 per share upon liquidation of the trust account [94]. - The company’s public shareholders may face delays in redemption if the initial business combination is not consummated by the Extended Date [85]. - If the initial business combination is not consummated, the founder shares will be worthless, while public shareholders will receive a pro rata distribution from the trust account [101]. - Claims against the company could reduce the per-share redemption amount received by shareholders, potentially below $10.30 per share [182]. - If the trust account funds are reduced due to claims, the amount available for public shareholders could be less than initially expected [184]. - Public shareholders may only receive funds from the trust account under specific circumstances, potentially leading to losses if they need to liquidate their investment [181]. Corporate Governance and Control - The company has a provision allowing amendments to its memorandum and articles of association with a two-thirds majority vote, which is a lower threshold than many blank check companies that require 90%-100% approval [134]. - Initial shareholders collectively own 20% of the total founder shares and Class A ordinary shares, which may facilitate amendments to the company's governing documents [135]. - The absence of a specified maximum redemption threshold may allow the company to complete business combinations that a majority of shareholders do not support [129]. - Provisions in the company's amended articles may inhibit takeovers, potentially limiting share prices and entrenching management [130]. - The company may not maintain control of a target business post-combination, potentially leading to challenges in management and operations [124]. Financial Instruments and Market Conditions - The company has issued 8,900,000 private placement warrants, each exercisable for one Class A ordinary share at $11.50 per share [98]. - The company issued 7,666,666 warrants as part of its IPO and an additional 8,900,000 private placement warrants, which could affect the attractiveness of the company as an acquisition vehicle [142]. - Changes in the fair value of warrants, now classified as liabilities, may lead to material fluctuations in financial results and affect the market price of Class A ordinary shares [143]. - The company may have difficulties completing an initial business combination if it needs to issue additional shares at a price below $9.20, which would adjust the exercise price of the warrants [145]. - The company may issue additional Class A ordinary shares, potentially diluting existing shareholders' interests and affecting market prices [169]. - The grant of registration rights to sponsors may complicate the completion of the initial business combination and adversely affect the market price of Class A ordinary shares [170]. Legal and Regulatory Risks - The company is incorporated in the Cayman Islands, which may limit shareholders' ability to protect their rights through U.S. federal courts [151]. - The rights of shareholders and fiduciary responsibilities of directors are governed by Cayman Islands law, which differs from U.S. laws and may affect shareholder actions [152]. - The company may face challenges in protecting public shareholders' interests compared to U.S. companies due to legal limitations in the Cayman Islands [156]. - Changes in laws or regulations could adversely affect the company's business operations and its ability to complete a business combination [193]. - If deemed an investment company under the Investment Company Act, the company would face burdensome compliance requirements and may abandon efforts to complete a business combination [194]. - The company has instructed the trustee to liquidate securities in the Trust Account to mitigate the risk of being classified as an investment company, which may reduce the amount available to shareholders upon liquidation [196]. - The company may be classified as a passive foreign investment company (PFIC), which could lead to adverse U.S. federal income tax consequences for U.S. investors [198]. Management and Operational Risks - The management team's past performance is not indicative of future success in identifying suitable business combinations [171]. - The company's operations depend on a small group of executives, and their departure could adversely affect operations [172]. - The company's ability to successfully complete its initial business combination depends on the efforts of key personnel, whose loss could negatively impact operations and profitability [173]. - Key personnel may negotiate employment agreements that could create conflicts of interest in selecting target businesses [174]. - Executive officers and directors are not required to commit full time to the company's affairs, which may limit their ability to complete the initial business combination [175]. - Conflicts of interest may arise as executive officers and directors could be affiliated with other entities engaged in similar business activities [176]. - The personal and financial interests of directors and officers may influence their motivation in identifying and selecting target businesses [180]. Cybersecurity and Operational Concerns - Cyber incidents or attacks could lead to information theft, operational disruption, and financial loss, as the company may not have sufficient resources to protect against such vulnerabilities [200]. - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a "going concern" due to liquidity concerns and the potential for mandatory liquidation [199]. Emerging Growth Company Status - The company is classified as an emerging growth company, which may make its securities less attractive to investors [189]. - The company is classified as an "emerging growth company" and may take advantage of certain exemptions from reporting requirements, which could affect the attractiveness of its securities to investors [190]. - The company has not opted out of the extended transition period under the JOBS Act, allowing it to adopt new or revised financial accounting standards at the same time as private companies [191]. - As a "smaller reporting company," the company can provide only two years of audited financial statements and will maintain this status until certain market value or revenue thresholds are exceeded [192].

Financial Performance - For the year ended December 31, 2025, the Company reported revenues of $0, a decrease from $40 in 2024, primarily due to a lack of significant commercial activity [391]. - The Company recorded a net loss attributable to common stockholders of $462.8 million for 2025, compared to a net loss of $10.5 million in 2024, driven by a non-cash loss of $389.7 million from the change in fair value of a derivative liability [402]. - Other income (expense), net for 2025 totaled $(392.9) million, a decrease of $395.4 million from $2.5 million in 2024, mainly due to a non-cash loss from the change in fair value of a derivative liability [399]. Expenses - Research and development expenses for 2025 were $31, a decrease of $801 or 96% from $832 in 2024, reflecting a focus on strategic transaction and integration activities [392]. - General and administrative expenses increased to $67.5 million in 2025, up $55.9 million or 481% from $11.6 million in 2024, largely due to non-cash stock-based compensation of approximately $57.1 million [393]. - Depreciation and amortization expense for 2025 totaled $3.5 million, an increase of $3.3 million or 1780% from $188 in 2024, primarily due to the acquisition of Streamex Exchange [398]. Strategic Activities - The Company completed the acquisition of Streamex Exchange Corporation on May 28, 2025, expanding its focus to tokenized finance and the digitization of real-world assets [383]. - The Company continues to evaluate strategic alternatives for its legacy subsidiaries, with ViralClear's business currently dormant and BioSig AI's operations on hold [385]. - The company expects to continue incurring operating losses and negative cash flows until the Streamex Exchange and PURE EP™ Platform achieve sustained commercial success [404]. Capital and Funding - The company completed an underwritten public offering in January 2026, generating net proceeds of approximately $37.2 million, and eliminated its outstanding secured debt [405]. - The company sold marketable securities for approximately $10.1 million and restricted gold assets for approximately $26.4 million [405]. - The company issued an aggregate principal amount of $50.0 million in secured convertible debentures during 2025 [409]. - The company completed a public offering of 3,852,149 shares at a price of $3.90 per share in August 2025, generating gross proceeds of approximately $15.0 million [416]. - The company closed an underwritten public offering of 11,666,667 shares at $3.00 per share in January 2026, with aggregate gross proceeds of $40.25 million [418]. - The company repurchased warrants for cash during the fourth quarter of 2025, totaling approximately $8.0 million, which reduced liquidity [414]. - The company anticipates future capital requirements will depend on several factors, including the timing of Streamex Exchange's development and commercialization activities [419]. Asset Management - As of December 31, 2025, the Company had working capital of approximately $29.1 million and cash of $20.3 million [403]. - The purchase price allocation for the Streamex Exchange acquisition remains preliminary, with significant judgment involved in valuing intangible assets and goodwill [421]. Development and Future Plans - The Streamex Exchange platform, which supports the tokenization of real-world assets, had not generated revenue as of December 31, 2025, but launched the GLDY token in 2026 [387]. - The company has increased spending to accelerate the development of the Streamex Exchange platform, which will increase near-term cash requirements [406].

Financial Performance - The company reported a significant increase in revenue, with a year-over-year growth of 25% to $500 million in Q4 2023[1] - The company anticipates a revenue growth of 20% for the next fiscal year, projecting revenues to reach $600 million[3] - The gross margin improved to 60%, up from 55% in the previous quarter, reflecting better cost management[8] User Growth - User data showed a 15% increase in active users, reaching 2 million by the end of the quarter[2] Research and Development - Investment in research and development increased by 30%, totaling $50 million, focusing on new product innovations[4] Market Expansion - The company plans to expand its market presence in Asia, targeting a 10% market share by 2025[5] Strategic Acquisitions - A strategic acquisition of a smaller competitor was completed for $100 million, expected to enhance product offerings[6] Product Development - The company introduced two new products, which are projected to generate an additional $20 million in revenue in the next quarter[7] Cost Management - The company aims to reduce operational costs by 15% through efficiency improvements in the supply chain[9] Customer Retention - Future guidance includes maintaining a strong focus on customer retention strategies, aiming for a 90% retention rate[10]