Technology and Product Development - Co-Diagnostics, Inc. has developed a proprietary PCR test design technology called Co-Primers®, which significantly reduces false positives in PCR amplification [20]. - The Co-Dx PCR Pro instrument and associated mobile application are designed for point-of-care and at-home testing, providing results in approximately 30 minutes [27]. - The company has designed tests for genetic traits in plant and animal genomes, demonstrating the versatility of its Co-Primers technology beyond infectious disease detection [25]. - The molecular diagnostics market is rapidly growing, with PCR tests offering higher specificity and sensitivity compared to other diagnostic methods, positioning the company favorably in this segment [44]. - The company has a competitive advantage through affordability, flexibility, speed, and accuracy of its tests, which are designed for various diagnostic testing machines [50]. - The company’s proprietary Co-Primers technology is protected by multiple patents, with recent patents granted in Australia and Japan for its Co-Dx PCR platform [51]. - The company has established a joint venture with CoSara Diagnostics in India to expand its manufacturing and development capabilities for PCR tests [31]. - The company has established a joint venture, CoMira Diagnostics, in Saudi Arabia to develop and commercialize Co-Dx technologies across 18 countries in the MENA region, aligning with Saudi Vision 2030 [40]. Regulatory Approvals and Compliance - Co-Diagnostics has obtained regulatory clearance for PCR diagnostic tests for various diseases, including COVID-19, influenza, and tuberculosis, in multiple countries, including the U.S., U.K., and India [24]. - The company has received EUA clearance for its Logix Smart COVID-19 test, allowing sales to qualified labs in the U.S. and facilitating international registrations [41]. - The company has received CE markings for six tests, including COVID-19 and tuberculosis, and is actively pursuing compliance under the new In Vitro Diagnostic Regulation (IVDR) with a grace period until 2029 for Class B devices [38]. - The company operates under an ISO 13485:2016 certified quality management system, facilitating regulatory clearance applications [56]. - The FDA's 510(k) clearance process typically takes one to six months, but the premarket approval (PMA) process can take two to three years, significantly delaying commercialization [80]. - The company must comply with numerous healthcare laws and regulations, which could expose it to civil penalties and reputational harm if found in violation [83]. Financial Performance - For the year ended December 31, 2025, total revenue decreased by 84% to $622,489 compared to $3,915,160 in 2024, primarily due to a significant drop in grant revenue [158]. - Product revenue fell by 46% to $418,205 in 2025 from $770,048 in 2024, reflecting lower demand and grant revenue recognition [158]. - Gross profit decreased by 86% to $400,112 in 2025, down from $2,916,036 in 2024, attributed to lower revenue levels [158]. - The company reported a net loss of $46,895,936 for the year ended December 31, 2025, a 25% increase from the net loss of $37,639,008 in 2024 [158]. - Total operating expenses increased by 18% to $50,565,464 in 2025, compared to $42,997,346 in 2024, mainly due to an impairment charge of $18.9 million related to in-process research and development [158]. - Cash and cash equivalents were reported at $11.9 million as of December 31, 2025 [72]. - The accumulated deficit of the company was $80.4 million as of December 31, 2025, compared to $33.5 million in 2024 [61]. Funding and Capital Structure - The company entered into a new Equity Distribution Agreement allowing for an aggregate offering price of up to $10.0 million [73]. - The company sold 151,675 shares under the previous ATM Agreement, resulting in net proceeds of approximately $1.66 million [72]. - The company completed a registered direct offering of 320,634 shares at $12.00 per share in September 2025, generating gross proceeds of approximately $3.8 million [174]. - A second registered direct offering in October 2025 raised approximately $7.0 million from the sale of 400,076 shares at $16.50 per share [177]. - Future financing efforts may lead to dilution of existing stockholders' interests and could restrict operations or require relinquishing proprietary rights [76]. Legal and Compliance Risks - The company is currently involved in two securities class action claims and three derivative actions, which may negatively impact its reputation and financial condition [101]. - The company has received a notice from NASDAQ indicating that its common stock bid price has closed below the minimum $1.00 per share required for continued listing, with an initial 180-day period to regain compliance [112]. - A reverse stock split of 1-for-30 was executed to regain compliance with the $1.00 minimum bid price requirement, reducing the number of outstanding shares from approximately 62.9 million to approximately 2.1 million [114]. - The company faces significant competition from larger firms with established customer bases and greater financial resources [63]. - The company faces risks related to intellectual property litigation, which could result in substantial costs and harm its financial resources and reputation [99]. Operational Challenges - The company relies on a limited number of third-party suppliers for key raw materials, which poses risks to production [65]. - The company must expand its product lines to include new diagnostic products to achieve future success [66]. - The company has not entered into employment agreements with its senior management team, which could impact business strategy execution [69]. - The company incurs significant costs as a public company, which may divert management's attention from product development and commercialization activities [110]. - The company has implemented cybersecurity processes based on NIST frameworks to manage risks associated with cybersecurity threats [118]. - There have been no material internal or external cybersecurity incidents reported to date, and no known risks are expected to materially affect the business strategy or financial condition [122]. Market Position and Future Outlook - The company anticipates leveraging its established distribution network built over the past six years for future sales of diagnostic tests and its forthcoming PCR diagnostic platform [43]. - The company focuses on developing and marketing advanced diagnostics technologies, particularly for nucleic acid detection and analysis [214]. - The company faces substantial doubt about its ability to continue as a going concern due to recurring losses from operations, which may require liquidation of assets [75]. - The company is classified as a "smaller reporting company," which may make its common stock less attractive to some investors due to reduced disclosure requirements [107]. - The market price of the company's common stock may fluctuate substantially due to various factors, including regulatory approvals and competition [102].

Expansion and Growth Strategy - In 2025, GEN Inc. expanded its footprint with partnerships with grocery stores, offering ready-to-cook meals at over 800 locations, with plans to expand to 1,500 to 2,500 locations in 2026[21]. - As of December 31, 2025, GEN Inc. operated 57 company-owned restaurants across various states and South Korea, with plans to open 18 new locations by the end of 2026[21][26]. - The company opened 15 new restaurants in 2025 and six new restaurants in 2024, indicating a focus on expansion[58]. - As of December 31, 2025, the company operated restaurants in eleven states, including California, Arizona, and Texas, and plans to increase the number of restaurants in the coming years[62]. - The average AUV for new restaurant units is targeted to range from $4.0 million to $5.0 million, contributing to the goal of a Payback Period of less than three years[28]. Financial Performance and Costs - The average Payback Period for new restaurants opened in 2022 was approximately 1.9 years, resulting in an average ROI of over 50%, while restaurants opened in 2023 and 2024 had a Payback Period of approximately 2.2 years and an ROI of about 45%[22]. - The average Net Build-Out Costs for new restaurants opened in 2023 and 2024 were approximately $2.1 million and $2.2 million, respectively, with a target of less than $3.0 million going forward[28]. - In 2024 and 2025, food costs as a percentage of sales increased from 33.0% to 34.6%, while payroll and benefits costs as a percentage of sales decreased from 30.9% to 30.4%[57]. - Sysco accounted for approximately 57.4% of food costs, while two third-party vendors accounted for 32.5% of total food costs[35]. - The company initiated a modest price increase in late 2024 and again in February 2026, with no discernible change in guest behavior, indicating potential for further price increases without impacting customer traffic[29]. Workforce and Employment - GEN Inc. employs approximately 2,700 individuals, with 375 in full-time positions, and has a workforce that is 37% female and 63% male[41]. - The company may face challenges in hiring and retaining qualified employees in new markets, which could impact operational success[63]. - Labor costs are a primary component of operating expenses, and increases in minimum wage, particularly in California, could adversely affect the company's financial condition and results of operations[131]. - Labor shortages and increased competition for employees could lead to higher labor costs, adversely affecting the company's growth and operating results[124]. Risks and Challenges - The company may face challenges in opening new restaurants within budget or on time due to various uncertainties, which could adversely affect financial performance[58]. - Inflationary pressures on food, labor, and utilities are expected to continue impacting the business through 2026, potentially affecting revenues and results of operations[57]. - The company has identified risks related to competition, consumer preferences, and spending patterns in new markets, which may affect profitability[63]. - The company faces significant risks related to supply chain disruptions, which could lead to increased costs and shortages of food items[89]. - Economic conditions, including unemployment and consumer confidence, significantly influence consumer discretionary spending, impacting restaurant traffic[69]. Legal and Compliance Issues - The company is currently involved in class action lawsuits regarding workplace and employment conditions, which may result in substantial damages[146]. - The company faces risks related to compliance with federal and state laws, which could lead to civil or criminal penalties and damage its reputation[143]. - Adverse publicity from litigation or noncompliance could materially affect GEN Inc.'s business and financial results[148]. - The company is subject to various employment-related claims, which could materially affect its ability to compete and its financial condition[130]. Tax and Financial Obligations - GEN Inc. anticipates future payments under the Tax Receivable Agreement to total approximately $99.6 million based on an assumed Class A common stock price of $12.00 per share[155]. - Payments under the Tax Receivable Agreement will be based on tax savings realized from increases in tax basis and are expected to be substantial, potentially affecting liquidity[154]. - The company may need to incur debt to finance payments under the Tax Receivable Agreement if distributions from GEN LLC are insufficient[155]. - Future changes in tax laws could materially affect the company's financial position and overall tax rates, reducing post-tax returns to stockholders[164]. Operational Risks - The company has experienced material weaknesses in internal control over financial reporting, which have been remediated as of December 31, 2024[59]. - The company faces potential increased occupancy costs due to long-term non-cancelable leases, which could materially impact its business if restaurants are not profitable[119]. - The company may experience difficulties in obtaining necessary licenses and permits, which could delay new restaurant openings and adversely affect existing operations[136]. - Mechanical failures of restaurant equipment could disrupt operations and lead to significant unplanned capital investments[107]. Market and Competitive Landscape - The restaurant industry is highly competitive, with significant competition from national and regional chains, as well as local establishments, impacting the company's financial condition and operations[93]. - The presence of "all you can eat" Asian restaurants near the company's locations could negatively affect sales and profitability[94]. - Comparable restaurant sales change, representing year-over-year sales for restaurants open for at least 18 months, is critical for sales growth[75]. - The company may experience sales cannibalization as new restaurants open in proximity to existing locations[71]. Technology and Data Compliance - The company relies on various information technology systems for operations, and any inadequacy or failure of these systems could disrupt business and result in transaction errors[215]. - Compliance with privacy and data protection laws is complex and varies by jurisdiction, posing risks to the company's operations[218]. - The California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) may require substantial compliance costs and could lead to increased litigation risks[219]. - Implementation of new information technology systems in 2025 may involve risks such as data loss and disruption of normal business operations[216].

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: 001-43139 ClearThink 1 Acquisition Corp. (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- ...

IPO and Fundraising - The company completed its initial public offering (IPO) on January 16, 2025, raising total gross proceeds of $50,000,000 by selling 5,000,000 units at an offering price of $10.00 per unit[22]. - A total of $50,000,000 from the IPO and private placement was placed in a U.S.-based trust account for the benefit of public shareholders[24]. - The company has approximately $50,000,000 available for a business combination, which can be used for liquidity events, growth capital, or debt reduction[64]. - The company intends to use substantially all net proceeds from the IPO and private placement for its initial business combination and related expenses[151]. - The company may seek additional funds through private offerings of debt or equity securities to complete the initial business combination[67]. Business Combination Plans - The company entered into a Business Combination Agreement with DRC Medicine Inc., DRC Medicine Ltd., and DRC Merger Inc. on June 30, 2025, and is focused on completing this proposed business combination[18]. - The company has 12 months from the closing of the offering to consummate an initial business combination, with the possibility of seeking shareholder approval for an extension[46]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the balance in the trust account at the time of signing a definitive agreement[44]. - The company anticipates structuring the initial business combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[47]. - If the company cannot complete the proposed business combination, it may continue to evaluate alternative business combination opportunities[48]. Financial Performance and Position - The company reported a net income of $690,218 for the year ended December 31, 2025, with operating expenses of $1,258,096 and income from marketable securities of $1,948,314[149]. - As of December 31, 2025, the company had $11,497 in cash and a working capital deficit of $556,173[152]. - The company has not generated any revenue to date and has incurred losses since inception due to formation and operating costs[147]. - The company has not paid any cash dividends and does not intend to do so prior to completing its initial business combination[133]. - The company has incurred approximately $14.9 million in redemptions from the trust account, reducing available funds for business combinations to about $10.40 per share[155]. Management and Governance - The management team has extensive experience in cross-border mergers and acquisitions, capital raising, and investment, which is expected to aid in identifying attractive acquisition targets[28]. - The management team believes that their ability to assess potential target companies will enhance the likelihood of successful public listings[31]. - The company has adopted a Code of Ethics applicable to its directors, officers, and employees, which will be available for review in public filings[204]. - The audit committee includes independent directors who are financially literate, with Mr. Chris Constable qualifying as an "audit committee financial expert"[195][198]. - The corporate governance and nominating committee oversees the selection of nominees for the board of directors, considering qualifications such as management experience and integrity[199][200]. Regulatory and Compliance Issues - The company does not currently hold any equity interest in any PRC company or operate any business in China, thus believes no permission is required from PRC governmental authorities for its operations or offerings[43]. - Any uncertainties regarding regulatory approvals from PRC authorities could materially affect the trading price of the company's securities[43]. - The company will comply with Regulation M and other federal securities laws for any private purchases made by its affiliates[86]. - The company will not complete the business combination if the cash required for redemptions exceeds the available cash in the trust account[97]. - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or meets other criteria[62]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their shares at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[88]. - If shareholder approval is required, a public shareholder can only seek redemption rights for a maximum of 15% of the shares sold in the offering, referred to as "Excess Shares"[98]. - The tender offer for redemptions will remain open for at least 20 business days, and the company cannot complete the initial business combination until the tender offer period expires[91]. - Shareholders must exercise their redemption rights to receive funds from the trust account in connection with the initial business combination[116]. - The expected per-share redemption amount upon dissolution is approximately $10.00, subject to potential increases of up to $0.10 if the sponsor extends the business combination period[111]. Risks and Challenges - The company may face intense competition from other entities with similar business objectives, including blank check companies and private equity groups[49]. - There is a risk that the company may depend on the performance of a single business post-combination, limiting diversification[75]. - Management has raised substantial doubt about the Company's ability to continue as a going concern due to significant professional and transaction costs[154]. - The company’s board may face conflicts of interest in determining appropriate business combination targets due to affiliations with its Sponsor and directors[209]. - The company’s officers and directors owe fiduciary duties to the entities they are affiliated with, which may affect their obligations to the company[213].

IPO and Fundraising - The company completed its initial public offering (IPO) on January 16, 2025, raising total gross proceeds of $50 million by selling 5,000,000 units at an offering price of $10.00 per unit[22]. - A total of $50 million from the IPO and private placement was placed in a U.S.-based trust account for the benefit of the company's public shareholders[24]. - The company has approximately $50,000,000 available for a business combination, which can be used for liquidity events, growth capital, or debt reduction[64]. - The company generated gross proceeds of $50,000,000 from its IPO by selling 5,000,000 units at $10.00 per unit[136]. - A total of $50,000,000 from the IPO and private placement was placed in a trust account, which will be invested in U.S. government treasury bills or money market funds[150]. - The company intends to use substantially all net proceeds from the IPO and private placement for its initial business combination and related expenses[151]. Business Combination Plans - The company entered into a Business Combination Agreement with DRC Medicine Inc., DRC Medicine Ltd., and DRC Merger Inc. on June 30, 2025, and is currently focused on completing this proposed business combination[18]. - The company plans to focus on acquiring private companies with strong growth prospects and clear paths to positive operating cash flow[34]. - The company has 12 months from the closing of the offering to consummate an initial business combination, with the possibility of seeking shareholder approval for an extension[46]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the balance in the trust account at the time of signing a definitive agreement[44]. - If the proposed business combination is not completed, the company may continue to evaluate alternative business combination opportunities[48]. - The company anticipates that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[47]. - The company may seek additional funds through private offerings of debt or equity securities to complete the initial business combination[67]. - If the initial business combination is funded with assets other than trust account assets, shareholder approval may be required depending on the financing terms[68]. - The company intends to conduct thorough due diligence on prospective target businesses, including financial and operational reviews[73]. Financial Performance and Condition - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans to fund operations[26]. - The company had a net income of $690,218 for the year ended December 31, 2025, consisting of operating expenses of $1,258,096 and income from marketable securities of $1,948,314[149]. - As of December 31, 2025, the company had $11,497 in cash and a working capital deficit of $556,173[152]. - The company has not generated any revenue to date and has incurred losses since inception due to organizational and operating costs[147]. - The company has not paid any cash dividends and does not intend to do so prior to completing its initial business combination[133]. - Management has raised substantial doubt about the Company's ability to continue as a going concern due to significant professional and transaction costs[154]. Governance and Management - The management team has extensive experience in cross-border mergers and acquisitions, capital raising, and investment, which is expected to aid in identifying attractive acquisition targets[28]. - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or meets other criteria[62]. - The company is also a "smaller reporting company," allowing it to provide reduced disclosure obligations until certain market value and revenue thresholds are met[63]. - The company has adopted a Code of Ethics applicable to directors, officers, and employees, which will be disclosed in public filings[204]. - The corporate governance and nominating committee oversees the selection of nominees for the board, considering qualifications such as management experience and integrity[199][200]. - The audit committee includes independent directors who are financially literate, with Mr. Chris Constable qualifying as an "audit committee financial expert" as per SEC rules[195][198]. - The compensation committee is responsible for reviewing and approving the compensation of the Chief Executive Officer and other officers, ensuring alignment with corporate goals[203][206]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their shares at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[88]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, ensuring compliance with SEC regulations[97]. - If shareholder approval is required, a public shareholder can only seek redemption rights for a maximum of 15% of the shares sold in the offering, referred to as "Excess Shares"[98]. - The tender offer for redemptions will remain open for at least 20 business days, and the company cannot complete the business combination until the tender offer period expires[91]. - The expected per-share redemption amount upon dissolution is approximately $10.00, subject to potential increases of up to $0.10 if the sponsor extends the business combination period[111]. - Shareholders must exercise their redemption rights to receive funds from the trust account, which will only occur upon completion of the business combination or other specified events[116]. Risks and Uncertainties - The company may face intense competition from other entities with similar business objectives in identifying and completing a business combination[49]. - Any uncertainties regarding regulatory approvals from PRC authorities could materially affect the trading price of the company's securities[43]. - There is a risk that the company may depend on the performance of a single business post-combination, limiting diversification[75]. - The company’s board may face conflicts of interest in determining appropriate business combination targets due to affiliations with its Sponsor and directors[209]. - The company’s officers and directors owe fiduciary duties to the entities they are affiliated with, which may affect their obligations to the company[213]. Internal Controls and Compliance - Management assessed the effectiveness of internal controls and found material weaknesses due to inadequate segregation of duties and insufficient policies[171]. - The audit committee is tasked with reviewing and approving all audit services and related-party transactions, ensuring compliance with applicable laws[196][201]. - The company has not identified any critical accounting policies or estimates that could materially differ from actual results[159]. - There were no changes in internal control over financial reporting that materially affected the Company during the most recent fiscal quarter[173].

IPO and Fundraising - The company completed an initial public offering on January 28, 2026, selling 25,300,000 units at $10.00 per unit, generating gross proceeds of $253 million[16]. - The private placement involved the sale of 107,500 units at a price of $9.7374 per unit, totaling approximately $1.05 million[17]. - GigCapital5, Inc. completed its IPO in September 2021, selling 23,000,000 units at $10.00 per unit, generating $230 million in proceeds[28]. - GigInternational1, Inc. raised $209 million through its IPO in May 2021 but opted for liquidation in November 2022 instead of pursuing a business combination[28]. - GigCapital7 Corp. raised $200 million in its IPO in August 2024, selling 20,000,000 units at $10.00 per unit, and is pursuing a business combination with Hadron Energy, Inc.[28]. - GigCapital8 Corp. completed its IPO in October 2025, generating $253 million by selling 25,300,000 units at $10.00 per unit, and is currently seeking acquisition targets[28]. - A total of $253,000,000 has been placed into the trust account following the consummation of the Offering[76]. Acquisition Strategy - The company aims to focus on acquisition targets in the aerospace and defense (A&D) and technology, media, and telecommunications (TMT) industries, particularly in cybersecurity and AI sectors[18]. - The management team has over 30 years of experience in public markets and has successfully completed five business combinations out of nine SPACs affiliated with GigCapital Global[24]. - The company plans to leverage its management's extensive network to identify and evaluate suitable acquisition targets, aiming for significant market growth in the A&D and TMT sectors[22]. - The global A&D and TMT economy is experiencing increased demand for unmanned aerial vehicles (UAV) and drone technologies due to rising geopolitical tensions and commercial applications[23]. - The management team has developed a pipeline of high-potential acquisition targets through extensive screening with previous GigCapital platforms[27]. - The company emphasizes a careful and strategic approach to acquisitions, considering market size, growth potential, and regulatory factors[22]. - The management team emphasizes the importance of strong management in potential target businesses to drive growth post-acquisition[32]. Business Combination and Redemption - The target business acquired must have a fair market value equal to at least 80% of the trust account balance at the time of the business combination[35]. - The company anticipates structuring a business combination involving 100% of the equity interests or assets of the target business[36]. - The company has $253 million available for business combinations, assuming no redemptions, providing flexibility in structuring deals[40]. - The company acknowledges the risks associated with a lack of business diversification following the initial business combination[41]. - The company will seek shareholder approval for its initial business combination if required by applicable law or stock exchange listing requirements[45]. - Shareholders may redeem their shares for their pro rata share of the trust account, which is subject to taxes payable, regardless of their vote on the proposed business combination[50]. - The company must have net tangible assets of at least $5,000,001 upon consummation of the initial business combination[49]. - If the initial business combination is not completed within 24 months from the closing of the Offering, the company will redeem 100% of the outstanding public shares[60]. - The redemption price for public shares will be equal to the aggregate amount in the trust account, less up to $100,000 for dissolution expenses, divided by the number of outstanding public shares[60]. - Non-managing investors are not required to hold public shares or vote in favor of the initial business combination, but they have agreed to vote their private investor shares in favor[62]. - The company anticipates that the liquidation of assets will take no more than ten business days after the decision to liquidate[65]. - The company will file tender offer documents with the SEC, containing financial information about the initial business combination as required under SEC's proxy rules[49]. - Shareholders may withdraw their redemption requests at any time up to the vote on the proposed business combination[57]. - The company will limit claims against the trust account by requiring third parties to waive any claims to the funds held in the trust account[63]. - The initial per-share redemption price would be $10.00 if the company fails to complete a business combination within the required time period[66]. - The company is obligated to redeem all outstanding public shares if the initial business combination is not consummated within 24 months from the closing of the Offering[76]. Financial Performance and Risks - The company has not engaged in any operations or generated any revenues as of December 31, 2025[82]. - The net proceeds from the Offering are entirely comprised of money market funds investing solely in United States treasuries, minimizing exposure to interest rate risk[82]. - Insiders and non-managing investors will not participate in any redemption distribution from the trust account regarding their shares[68]. - The company may face intense competition from well-established entities in identifying and effecting business combinations[73]. - Shareholders will receive audited financial statements of the prospective target business as part of any proxy solicitation materials or tender offer documents[80]. - The company is not required to assess internal control procedures until the fiscal year ending December 31, 2027, as per the Sarbanes-Oxley Act[81]. - Any bankruptcy claims could deplete the trust account, affecting the amount returned to public shareholders[69].

Quantum Computing Development - The company has achieved 12 logical qubits as of December 31, 2025, with a target of reaching 30 logical qubits by 2026[55] - The quantum computing system, Sqale, has demonstrated a high fidelity of 99.73% on the controlled-Z gate, positioning the company at the forefront of fault-tolerant quantum computing[52] - The company is targeting a near-term milestone of over 100 logical qubits, recognized as essential for achieving quantum advantage in commercially valuable applications[55] - The Sqale system features large qubit arrays, high gate fidelities, dynamic qubit reconfiguration, and all-to-all connectivity, enhancing its computational capabilities[67] - The company aims to achieve 100 logical qubits by 2028 and demonstrate MegaQuOp scale, measuring one million sequential logical operations in the same year[86] - The company’s neutral atom architecture in quantum computing offers advantages in qubit layout flexibility and scalability without requiring cryogenics, positioning it against competitors like IonQ and IBM[110] Quantum Sensing - The company’s quantum sensors are outperforming classical alternatives in key metrics of sensitivity, stability, and environmental robustness, establishing quantum sensing as a near-term driver of the quantum economy[63] - The company is pioneering the development of next-generation quantum inertial and gravimetric sensors for GPS-denied environments, including space and underwater applications[46] - The company’s quantum sensing portfolio includes products like Tiqker, Sqywire, and Exaqt, which compete against traditional sensing equipment and quantum sensor startups[109] Revenue Generation and Market Opportunities - Revenue is generated through multiple channels, including direct product sales, quantum computing as a service, government-funded R&D contracts, and software licensing[64] - The quantum computing market is projected to reach approximately $130 billion by 2040, driven by demand in various sectors including financial services and cybersecurity[74] - The global quantum sensing market is expected to reach around $30 billion by 2040, with applications in precision timing and navigation[74] - Sales to the U.S. government represented approximately 60% of the company's revenue for the fiscal year ended December 31, 2025[192] - Revenue related to contracts with the UK government accounted for approximately 12% of total revenue for the fiscal year ended December 31, 2025[192] Strategic Partnerships and Collaborations - The company collaborates with strategic partners such as the U.S. Department of Defense, DARPA, and NASA, enhancing its market reach and technical validation[47] - The company maintains strategic partnerships with defense contractors and government agencies, enhancing its market access and product development[94] Financial Performance and Projections - The company reported net losses of $31.8 million and $53.8 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $231.1 million as of December 31, 2025[146] - The company anticipates that the rate of losses will significantly increase in future periods due to ongoing investments in product design, development, and manufacturing[147] - The company believes its cash, cash equivalents, and marketable securities as of December 31, 2025, should be sufficient to meet anticipated operating cash needs for at least the next 12 to 18 months[165] - The company has U.S. federal and state net operating loss carryforwards of approximately $117.4 million and $104.0 million as of December 31, 2025 and 2024, respectively[170] - The company may require substantial additional capital to pursue its business objectives and respond to unforeseen circumstances[165] Regulatory and Compliance Challenges - The company is subject to U.S. and international regulations regarding export controls and data protection, impacting its operational practices[101][102] - The company is subject to U.S. Department of Defense Cybersecurity Maturity Model Certification (CMMC) requirements, which could impact its ability to bid on contracts if certification is not achieved[217] - The company must comply with National Institute of Standards and Technology Special Publication 800-171 (NIST-SP 800-171) for safeguarding Controlled Unclassified Information (CUI), with potential adverse effects on revenue if compliance is not maintained[223] Operational Risks and Challenges - The company faces significant challenges in developing quantum products to meet commercial use-case requirements, including scalability and fidelity of qubits[143] - The company may not be able to scale its business quickly enough to meet customer and market demand, which could adversely affect its financial condition[155] - The company has not yet developed partnerships for manufacturing or validated a manufacturing process necessary for high-volume production of quantum products[144] - The company has experienced challenges in attracting and retaining key employees with specialized knowledge, which is critical for its success in the competitive quantum technology market[189] Cybersecurity and Data Protection - Cybersecurity risks are heightened due to reliance on third-party service providers and potential supply-chain attacks[214] - The company has experienced phishing attacks in the past and anticipates continued attempts in the future[216] - Non-compliance with privacy and security obligations could lead to costly disclosures and adverse consequences, including government enforcement actions and reputational harm[221] Internal Controls and Governance - The company identified material weaknesses in internal control over financial reporting, which could impair the accuracy of financial statements[200] - Remediation of identified material weaknesses may extend into 2027, with no assurance of effectiveness[201] Product Development and Innovation - The company is developing utility-scale quantum computing systems, an ultra-broadband quantum radio frequency aperture/receiver system prototype, and an optical atomic clock utilizing quantum sensing technology[173] - The company’s Superstaq platform differentiates itself in the quantum software layer through tight integration with hardware and cross-platform compatibility[113] - The software product CML has shown over 10x memory savings compared to traditional Transformer technology by utilizing quantum data carriers[89] Market Competition - The quantum technology industry is highly competitive, with major competitors including Amazon, Google, IBM, and various countries investing in quantum research[180] - Adverse events in the quantum computing industry, such as project delays and supply chain disruptions, could significantly affect the company's financial performance and future prospects[232]

Quantum Computing Development - The company has achieved 12 logical qubits as of December 31, 2025, with a target of reaching 30 logical qubits by 2026[55] - The company is targeting a near-term milestone of over 100 logical qubits, recognized as essential for achieving quantum advantage in commercially valuable applications[55] - The Sqale quantum computing system currently supports arrays of up to 1,600 trapped atoms and has demonstrated 12 logical qubits with a 99.73% two-qubit CZ gate fidelity[85] - The company aims to achieve 100 logical qubits by 2028 and demonstrate MegaQuOp scale, measuring one million sequential logical operations in a system[86] - The company’s neutral atom architecture in quantum computing offers advantages in qubit layout flexibility and scalability without requiring cryogenics[110] Quantum Sensing Technology - The company’s quantum sensors are outperforming classical alternatives in key metrics of sensitivity, stability, and environmental robustness, establishing quantum sensing as a near-term driver of the quantum economy[63] - The company’s quantum sensing portfolio includes Tiqker, Sqywire, and Exaqt, which compete with traditional sensing equipment and quantum sensor startups[109] - The company is developing utility-scale quantum computing systems, an ultra-broadband quantum radio frequency aperture/receiver system prototype, and an optical atomic clock utilizing quantum sensing technology[173] Revenue Generation and Market Position - Revenue is generated through a diversified model including direct product sales, quantum computing as a service, software licensing, and government contracts[64] - The global quantum sensing market is projected to reach approximately $30 billion by 2040, driven by applications in precision timing, navigation, and RF field detection[74] - The global quantum computing market is expected to reach approximately $130 billion by 2040, with growth fueled by adoption across various sectors including financial services and pharmaceuticals[74] - Sales to the U.S. government represented approximately 60% of total revenue for the fiscal year ended December 31, 2025[192] - Revenue related to contracts with the UK government accounted for approximately 12% of total revenue for the fiscal year ended December 31, 2025[192] Strategic Partnerships and Collaborations - The company collaborates with strategic partners such as the U.S. Department of Defense, NASA, and Lockheed Martin to co-develop solutions and accelerate product adoption[47] - The company maintains strategic partnerships with major defense contractors and government agencies, enhancing market access and product development[94] Internal Operations and Manufacturing - The company operates a vertically integrated, full-stack platform that accelerates innovation and ensures system performance[59] - The company has a vertically integrated manufacturing capability, managing production across its Boulder, Colorado, and Oxford, United Kingdom facilities[134] - The company is focused on scaling sensor manufacturing and expanding the distribution of its software offerings within enterprise and national security domains[78] - The company has not yet developed partnerships for manufacturing or validated a manufacturing process necessary for high-volume production of quantum products[144] Financial Performance and Projections - The company reported net losses of $31.8 million and $53.8 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $231.1 million as of December 31, 2025[146] - The company anticipates that the rate of losses will significantly increase in future periods due to ongoing investments in product design, development, and manufacturing[147] - The company believes its cash, cash equivalents, and marketable securities as of December 31, 2025, should be sufficient to meet anticipated operating cash needs for at least the next 12 to 18 months[165] - The company has U.S. federal and state net operating loss carryforwards of approximately $117.4 million and $104.0 million as of December 31, 2025 and 2024, respectively[170] Risks and Challenges - The company faces significant challenges in developing quantum products to meet commercial use-case requirements, including scalability and fidelity of qubits[143] - The company may not be able to scale its business quickly enough to meet customer and market demand, which could adversely affect its financial condition[155] - The company faces risks related to changes in government programs, budget processes, and political support for security and defense programs[195] - Adverse economic conditions, including inflation and geopolitical tensions, could negatively affect business growth and customer demand for quantum software products[229] Cybersecurity and Compliance - Cybersecurity threats, including ransomware attacks, pose significant risks to the company's operations and sensitive information[209] - The company is subject to U.S. Department of Defense Cybersecurity Maturity Model Certification (CMMC) requirements, which may impact its ability to bid on contracts if certification is not achieved[217] - Non-compliance with privacy and security obligations could result in costly disclosures and adverse consequences, including government enforcement actions and reputational harm[221] Internal Controls and Governance - The company identified material weaknesses in its internal control over financial reporting, which could impair the accuracy of financial statements[200] - Remediation of identified material weaknesses may extend into 2027, with no assurance of effectiveness[201] - The company has taken steps to enhance internal controls, including hiring additional accounting resources and implementing a risk assessment process[204]

Financial Performance - Net loss for Q4 2025 was $7.3 million, an improvement from a net loss of $12.7 million in Q4 2024, and for the full year 2025, the net loss was $18.2 million compared to $29.4 million in 2024[8] - Basic and diluted net loss per share for Q4 2025 was $(0.78), significantly improved from $(4.94) in Q4 2024, and for the full year 2025, it was $(2.46) compared to $(11.42) in 2024[9] Expenses - Research and development expenses for Q4 2025 were $5.5 million, down from $8.6 million in Q4 2024, and for the full year 2025, they were $18.0 million compared to $23.7 million in 2024[6] - General and administrative expenses for Q4 2025 were $2.1 million, slightly down from $2.2 million in Q4 2024, while for the full year 2025, they increased to $8.7 million from $4.5 million in 2024[7] Cash Position - Cash, cash equivalents, and short-term investments as of December 31, 2025, were $30.8 million, slightly down from $31.6 million as of December 31, 2024, with a cash runway expected to fund operations into Q4 2026[10] - Total current assets as of December 31, 2025, were $31.5 million, slightly down from $31.7 million in 2024[17] Clinical Trials - The ongoing Phase 2 trial of TTI-101 in hepatocellular carcinoma is expected to report topline data in H2 2026[3] - A 9.4% baseline-weighted reduction in fibrosis score was observed in the Phase 2 IPF trial of TTI-101, compared to 2.4% for placebo, along with a 4.5-fold greater decline in IL-6 levels[4] - The healthy volunteer study of TTI-109 is ongoing, with topline data anticipated in Q2 2026[4] - The company plans to enhance the REVERT LIVER CANCER trial by adding up to 15 participants to explore once-a-day dosing, with topline results expected in the second half of 2026[4]

EX-99.1 2 tomz_ex991.htm PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE · Sales, net was $5,636,000 compared to $7,739,000 for the years ended December 31, 2025 and 2024, respectively. This was primarily driven by customers deferring capital expenditure projects due to the uncertain economic environment with the impact of tariffs and the Middle East crisis. This impact is expected to be temporary, and the customers' operations and related service activity are expected to resume on a normal schedule. · Ser ...