IPO and Financial Proceeds - The company completed its IPO on March 3, 2025, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit [237]. - The company incurred total fees of $15,557,879 related to the IPO, including a cash underwriting fee of $4,000,000 and a deferred underwriting fee of $10,950,000 [244]. - The company has a loan agreement with the Sponsor for up to $300,000 under the IPO Promissory Note, of which $222,141 was repaid upon IPO completion [251]. Financial Performance - For the year ended December 31, 2025, the company reported a net income of $4,130,222, primarily from interest income on marketable securities held in the Trust Account [243]. - As of December 31, 2025, the Trust Account held approximately $237,854,908 in marketable securities, including $7,854,908 of interest income [247]. - The company has a working capital deficit of $2,410,655 as of December 31, 2025, with cash of $543,258 available for operations [249]. - The company has not generated any operating revenues to date and will not do so until after completing its initial business combination [242]. Business Combination and Operations - The company plans to use substantially all funds in the Trust Account to complete its business combination and may use remaining proceeds for working capital [247]. - The company is subject to a Combination Deadline and may cease operations if it fails to complete a business combination by that date [240]. Governance and Management Changes - Gary Cookhorn resigned from the board of directors on March 17, 2026, without any disagreement with the company [265]. - Donald H. Putnam was appointed as a director on March 20, 2026, effective immediately [266]. Accounting and Reporting - The company prepares financial statements in accordance with GAAP, requiring estimates and assumptions that may materially affect reported amounts of assets and liabilities [261]. - Class A Ordinary Shares subject to possible redemption are classified as temporary equity, presented at redemption value outside of shareholders' equity [262]. - Net income (loss) per Ordinary Share is calculated using the two-class method, allocating net income (loss) pro rata to different classes of shares [263]. - The company does not anticipate that any recently issued accounting standards will have a material effect on its financial statements [264]. - The company is classified as a smaller reporting company and is not required to provide additional market risk information [267]. Advisory and Fees - The company has engaged an advisor for capital markets services, agreeing to pay a fee of 5.0% of gross proceeds from financing transactions, with a minimum fee of $3,000,000 [259].

Exhibit 10.1 INCREMENTAL FACILITY AMENDMENT dated as of March 30, 2026 by and among NCINO OPCO, INC., as the Borrower, THE LENDERS PARTY HERETO, and BANK OF AMERICA, N.A., as Administrative Agent WELLS FARGO SECURITIES, LLC, TRUIST SECURITIES INC., and U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunners INCREMENTAL FACILITY AMENDMENT THIS INCREMENTAL FACILITY AMENDMENT (this "Amendment") dated as of March 30, 2026 to the Credit Agreement referenced below is by and among NCINO OPCO ...

Revenue Projections and Growth - Revenue for 2025 is projected to reach $186.5 million, with a CAGR of 27.6% from 2018 to 2025[33] - Organic revenue growth is expected to be 6.2% in 2025, following a trend of fluctuating growth rates over the previous years[33] - The company achieved a revenue growth of 27.6% CAGR from 2018 to 2025, with organic revenue growth at 15.0% CAGR during the same period[47] - Total revenue for the year ended December 31, 2025, was $186.5 million, with the finance sector contributing $21.8 million, business services $17.9 million, and technology $15.3 million[99] Client Base and Retention - The top 10 clients accounted for 9.2% of total revenue in 2025, down from 25.9% in 2018, indicating a diversification of the client base[33] - The company has a client retention rate of 86% from 2020 to 2025, with 613 client relationships generating revenues of $100,000 or more in 2025[41] - The top 10 clients represented 9.2% of total revenue for the year ended December 31, 2025, an increase from 8.7% in 2024 and a decrease from 10.8% in 2023[98] Market Overview - The US federal lobbying market is estimated at over $5.0 billion, with the company capturing approximately 1.5% of this market in 2025[43] - The US state lobbying market is valued at over $2.2 billion, presenting further growth opportunities for the company[44] - Global public affairs spending was approximately $5.6 billion in 2025, while global corporate communications spending reached around $8.4 billion[45][46] - The US federal lobbying market is projected to exceed $5 billion in total spending for 2025, with a compound annual growth rate (CAGR) of 4.8% since 1998[73] - The top 25 lobbying firms in the US captured 18.3% of the total federal lobbying market in 2025, with the leading firm, Ballard Partners, reporting total income of $88.1 million[76] Strategic Acquisitions and Expansion - The acquisition strategy focuses on enhancing capabilities and expanding into new geographies, with a significant emphasis on maintaining ethical standards and operational efficiencies[50] - The company plans to continue expanding its geographic reach and service capabilities through strategic acquisitions, targeting at least 50 potential acquisition targets at various stages of review[59] - The company is actively identifying acquisition targets in digital communications and advanced data analytics to meet the evolving needs of clients[62] - The company expects to finance future acquisitions through a combination of newly issued equity and cash, with a focus on contingent payments based on post-closing performance[63] Compliance and Ethical Standards - The company is committed to maintaining high ethical and compliance standards, ensuring that any acquisition targets align with its existing ethical framework[55] - The company has adopted an Anti-Bribery and Anti-Corruption Compliance Policy to monitor business dealings with foreign policy officials[111] Employee Growth and Structure - As of December 31, 2025, the company had 450 employees, an increase from an average of 349 FTEs in 2024, driven by acquisitions of Pagefield and Lucas Public Affairs in 2024, and TrailRunner and Pine Cove in 2025[101] - The company operates through 12 member companies across three reportable segments: Government Relations Consulting, Corporate Communications and Public Affairs Consulting, and Compliance and Insights Services[89] - The company’s member companies utilize shared back-office systems for finance, accounting, payroll, and benefits, enhancing operational efficiencies[88] ESG and Compliance Initiatives - The company has adopted an ESG implementation plan focusing on engagement, education, and communication regarding its ESG strategy[125] - The company is establishing a disclosure tracker to support its ESG reporting strategy in the next phase of its ESG Implementation Plan[129] Digital and Data Capabilities - The company aims to enhance its digital and data capabilities, including the development of cloud-based compliance tools and custom solutions for monitoring and stakeholder management[64] - The company is exploring opportunities to develop new, non-services-based products based on its intellectual property, including subscription-based news and legislative monitoring services[65] Competition and Market Challenges - The company faces competition from large lobbying firms and smaller boutique firms in both federal and state-level lobbying markets[95][96] Financial Obligations - The interest rate under the 2023 Bank Credit Facilities is set at the Secured Overnight Financing Rate (SOFR) plus 2.25% per annum, while the 2024 and 2025 Facilities are at SOFR plus 2.60% per annum[363] - A 100 basis-point increase in Bank Credit Facilities debt balances outstanding as of December 31, 2025 would increase the annual interest expense by $0.5 million[363] Regulatory Compliance - Pagefield is currently registered as a lobbying firm by the Office of the Registrar of Consultant Lobbyists as of April 24, 2025[115] - Pagefield is a member of the PRCA and submits declarations under the Public Affairs Code to the Register on a quarterly basis[120] - The UK Foreign Influence Registration Scheme (FIRS) was established in July 2025, requiring registration for individuals and organizations engaged in political influence activities on behalf of foreign powers[121] - The Political Influence Tier of FIRS requires registration within 28 calendar days for activities directed by foreign powers[122] - The Enhanced Tier of FIRS requires registration within 10 calendar days for relevant activities directed by specified foreign powers[123] - Pagefield supports the ongoing review of the PRCA's Public Affairs Code and will decide on its membership based on the review's outcome[120]

Market Overview - In fiscal year 2026, the platform facilitated approximately 180 million patient visits, representing about one in six ambulatory patient visits in the United States[24]. - The total addressable market is estimated at approximately $24 billion, including $6.3 billion from subscription services, $9.1 billion from payment processing fees, and $8.2 billion from Network solutions revenue[34]. - The company anticipates continued growth driven by trends such as increased adoption of digital solutions and the transition to value-based care models[34]. Revenue Streams - Revenue is generated through three streams: subscription services, payment solutions, and Network Solutions, with a focus on recurring revenue from subscription fees[26]. - The business model provides visibility into future revenue, primarily derived from recurring subscription and payment processing fees[27]. Acquisitions and Growth - The company completed the AccessOne Acquisition, expanding its addressable market for healthcare payments and enhancing cash flow for healthcare providers[25]. Competition and Market Position - The company faces competition from both established vendors and new entrants incorporating AI into healthcare technology solutions[42]. Employee and Organizational Structure - As of January 31, 2026, the company had 1,789 full-time employees, with 756 in the United States and 1,033 internationally[66]. - The company has 502 employees in sales and marketing, 542 in research and development, 551 in services and support, and 194 in general and administrative roles[66]. - The company has not experienced any work stoppages and considers its relationship with employees to be good[66]. - The company emphasizes an inclusive workplace, supporting gender equality and professional development for employees of all backgrounds[67]. - The company has operated as a fully remote organization since 2020, enhancing access to top talent and flexibility for employees[68]. Compliance and Regulatory Environment - The company is subject to various federal and state laws regarding privacy and data protection, including the California Consumer Privacy Act (CCPA) and the Health Insurance Portability and Accountability Act (HIPAA)[50][52]. - The company must comply with extensive consumer protection and fair lending laws through its subsidiary, AccessOne MedCard, which offers medical financing products[61]. - The company is subject to the Federal Acquisition Regulation (FAR) as a federal government contractor, which includes compliance and reporting requirements[56]. - The company faces potential penalties for violations of healthcare regulations, including the Anti-Kickback Statute and the False Claims Act[57][58]. - The company must adhere to financial services laws, including the U.S. Bank Secrecy Act and anti-money laundering regulations[60]. - The company regularly reviews its privacy program in light of Federal Trade Commission (FTC) guidance and enforcement actions[48]. - The company is exposed to evolving state and federal privacy laws, which may increase compliance complexity and costs[52]. Financial Overview - As of January 31, 2026, the company had a principal balance of $90.0 million outstanding on the Bridge Loan, with an interest rate of three-month SOFR plus a margin of 4.0% per annum[414]. - The company completed refinancing on March 13, 2026, repaying all outstanding obligations under the Bridge Loan using a new 5-year $275.0 million senior secured revolving credit facility[414]. - For the fiscal year ended January 31, 2026, approximately 84% of the company's expenses were denominated in U.S. Dollars[417]. - Foreign currency gains and losses for the fiscal year ended January 31, 2026, included gains of $0.2 million and losses of $0.4 million for the years ended January 31, 2026 and 2025, respectively[418]. - The company entered into foreign currency forward contracts to hedge a portion of its Canadian Dollar denominated payroll payments, with 90% designated as a cash flow hedge[419]. - A 1% increase or decrease in foreign exchange rates between the Canadian Dollar, Indian Rupee, and U.S. Dollar is not expected to have a material effect on the company's results of operations or financial condition[420]. Technology and Innovation - The company integrates artificial intelligence into its solutions to enhance automation, personalization, and operational efficiency[36]. - Privacy and security are prioritized, with comprehensive measures in place to safeguard client data and compliance with industry standards[37]. Recognition and Awards - The company was recognized in multiple awards, including being named to the 2025 Deloitte Technology Fast 500 and TIME's 2025 World's Top HealthTech Companies list[67]. Investment Strategy - The company maintains a commitment to preserving principal while maximizing income through its investment activities, focusing on cash equivalents with short maturities[413].

Regulatory Approvals and Compliance - The CompuFlo Epidural System received FDA 510(k) clearance in 2017 for lumbar epidural injections, with expanded clearance in 2023 for the thoracic region [30]. - The CompuFlo Epidural System has been assigned a Category III CPT code (0777T) by the American Medical Association, effective January 1, 2023, to facilitate reimbursement [30]. - The company must obtain MDR certification for its Class IIa and Class IIb devices by December 31, 2028, to continue marketing in the EU [65]. - The FDA's new Quality Management System Regulation (QMSR) will become effective on February 2, 2026, aligning U.S. requirements with ISO 13485 [59]. - The FDA typically responds to 510(k) Pre-market Notification submissions within 180 days, but there is no specific time limit for their response [55]. Financial Performance and Challenges - The company has incurred significant operating losses of $5.7 million and $6.8 million for the years ended December 31, 2025, and 2024, respectively [73]. - Net cash used in operating activities was approximately $2.9 million for the years ended December 31, 2025, and 2024 [76]. - The company has substantial doubt about its ability to continue as a going concern without raising additional capital due to recurring losses and an accumulated deficit [81]. - The company reported total assets of approximately $7.8 million and working capital of approximately $3.3 million as of December 31, 2025 [149]. - The company has stockholders' equity of approximately $3.3 million, which does not meet the NYSE American listing requirements of $4 million or more [151]. Market and Sales Dynamics - In 2025, export sales outside the United States represented approximately 45% of total sales, with products sold in about 37 countries and U.S. territories [84]. - The company relies heavily on its E-Commerce platform for sales, which was launched in January 2023, and any failure to maintain or expand this platform could negatively impact sales [82][83]. - The CompuFlo Epidural System is expected to generate substantially all medical product revenues in the near term, and its market acceptance is critical for revenue generation [85]. - Domestic product sales in the US amounted to $4,969,215 in 2025, compared to $5,254,331 in 2024, indicating a decline of about 5.4% [206]. - International sales (Rest of World) increased to $3,694,767 in 2025 from $3,375,597 in 2024, reflecting a growth of approximately 9.4% [206]. Research and Development - The company has delayed all research and development on its next-generation Single Tooth Anesthesia System due to cash management concerns, which may hinder its ability to compete effectively [88]. - The company plans to transition from a research-and-development-focused organization to a commercially oriented medical device company following FDA clearance of its products [205]. - The company is delaying research and development activities related to the next-generation Single Tooth Anesthesia System instrument to manage costs [214]. Intellectual Property and Competition - The company holds approximately 305 issued U.S. and foreign patents, covering various proprietary technologies related to drug delivery [29]. - The proprietary DPS technology differentiates the company's products by providing continuous real-time pressure feedback during injections [49]. - The company may face challenges in protecting its intellectual property rights, which could adversely affect its ability to prevent competition in the anesthetic delivery systems market [104]. - The company faces risks related to intellectual property, including potential infringement claims that could require costly negotiations for licenses or redesigns [171]. Operational Risks and Management - The company relies on third-party manufacturers for production, which exposes it to risks related to supply disruptions and quality issues [38]. - The company has limited internal experience in manufacturing operations and lacks the resources to produce its products independently [107]. - The company has been supplied by its current manufacturers since 1998 and 2003, but the informal purchase order arrangements do not guarantee price protection or supply commitments [108]. - Quality management is critical for the company's success, and any quality or safety issues could lead to regulatory actions and loss of customer confidence [114]. - The company may encounter difficulties in establishing new manufacturing relationships, which could involve significant expenses and delays [117]. Cybersecurity and IT Risks - The company relies heavily on IT systems and cloud-based platforms, making it vulnerable to cybersecurity incidents that could materially impact its business [176]. - The company maintains a cybersecurity program that includes periodic risk assessments and employee training [187]. - The company has not identified any cybersecurity incidents that have materially affected its business strategy or financial condition [189]. Leadership and Governance - The company has appointed Eric Hines as President and CEO, replacing Arjan Haverhals, who retired at the end of 2024 [105]. - The company is required to develop and implement effective internal controls over financial reporting as mandated by the Sarbanes-Oxley Act, with any failure potentially harming investor confidence [157]. Future Outlook and Funding - The company anticipates needing additional funding for operations, which may affect its ability to continue research and development programs [76]. - The company may need additional financing to execute its business plan, which may not be available on reasonable terms [148]. - Management's assessment of the company's ability to continue as a going concern is based on estimates regarding future revenues and access to additional capital [212].

Revenue Concentration - For the year ended December 31, 2025, two customers accounted for 79% of consolidated revenue, all related to the Drone segment[205]. Financial Performance - The company incurred net losses of $4.1 million and $38.7 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $210.6 million as of December 31, 2025[199]. - The company may need to raise additional capital to support R&D and commercialization efforts, which could impact operations if financing is not obtained[203]. - The company’s estimates of the total addressable market for its products may be overly optimistic, potentially impairing sales growth and financial performance[251]. - The company may incur significant costs related to compliance with data privacy and security obligations, which could lead to financial losses and reputational harm[245]. - The company does not intend to pay dividends in the foreseeable future, limiting returns to stockholders to stock price appreciation[339]. Operating Expenses and Growth - The company expects to continue incurring significant operating expenses due to expansion of headcount and acceleration of product development[201]. - The company faces challenges in hiring skilled personnel, which may affect operational capabilities and growth plans[228]. - The company may struggle to maintain historical revenue and operating efficiency due to integration difficulties[216]. Supply Chain and Production Risks - The company relies on a limited number of suppliers in Canada and Europe for critical components, which poses risks to production[195]. - Supply chain issues, including inflation and supplier reliability, are expected to negatively impact operations through 2026[231]. - The company faces risks related to supply shortages of component parts, which could delay product development and delivery, potentially harming financial results[233]. - The company relies on third-party components, which may impact the success of future products if not procured timely[221]. Regulatory and Compliance Challenges - The company is subject to extensive government regulation, and failure to comply may result in significant financial liabilities[196]. - The company is subject to extensive U.S. government regulations, and non-compliance could lead to significant financial liabilities, penalties, and loss of contracts, adversely affecting business operations and financial condition[277]. - Compliance with local, state, federal, and international regulations is costly and could affect the ability to sell and manufacture products, impacting overall financial performance[294]. - The company is subject to stringent U.S. and foreign data privacy and security laws, with potential consequences for non-compliance including fines and reputational harm[301]. Market and Competitive Landscape - The defense and aerospace industry is highly competitive, with significant competition from companies with greater resources[217]. - The market for eVTOL aircraft is still emerging, and the company has not yet obtained FAA certification for its eVTOL aircraft under development[196]. - The electric air mobility market is still emerging and may not achieve expected growth, posing risks to the company's financial condition and operational results[252]. - Consumer adoption of eVTOL aircraft is uncertain, and reluctance to pay projected prices could harm the company's financial condition and operating results[255]. Acquisitions and Integration - The anticipated purchase price for two potential acquisitions in the Training segment is expected to range from $5.1 million to $7.7 million[210]. - The company has made acquisitions and may face challenges in integrating acquired businesses and realizing anticipated synergies[210]. - Integration of acquired companies may face challenges, potentially leading to unanticipated costs and failure to realize expected synergies[214]. - Acquired companies may have undiscovered liabilities, which could adversely impact financial performance[215]. Technological Development and Risks - The company is developing generative AI technologies, including AIRO Drone's DaaS and AIRO-NET, but faces regulatory and operational risks associated with these technologies[237]. - Technological advancements are critical, and failure to keep pace may adversely affect revenues and profitability[219]. - The company relies on third-party partners for emerging technologies, and there is no assurance that these technologies will be commercially viable or meet production requirements[267]. International Operations - A majority of total net sales in 2024 and 2025 were from international customers, highlighting the significance of international operations[297]. - International sales face substantial competition from both U.S. and foreign manufacturers, with risks including political and economic factors, currency fluctuations, and regulatory requirements[297]. - Direct commercial sales (DCS) transactions present higher risks due to less familiarity with international parties and differing local laws[299]. Internal Controls and Governance - The company has identified material weaknesses in internal control over financial reporting, which could affect the accuracy of financial reporting[205]. - The company has initiated measures to remediate material weaknesses, including hiring experienced accounting personnel and engaging an independent internal auditor[324]. - The independent registered public accounting firm will not formally attest to the effectiveness of internal controls until the company is no longer classified as an "emerging growth company" under SEC rules[332]. Risks from External Factors - Adverse weather and natural disasters can significantly disrupt operations, potentially affecting the company's financial results more than competitors[250]. - The company faces risks from geopolitical events and economic disruptions that could adversely affect market conditions and operations[300]. - The company may experience adverse consequences from cybersecurity threats, including data breaches and operational disruptions, which could impact revenue and reputation[239]. Stockholder and Management Dynamics - Significant stockholders and management hold a large percentage of voting stock, allowing them to influence major corporate decisions[340]. - The management team has limited experience managing a public company, which may affect operational efficiency and compliance with regulatory requirements[341]. - Future issuances of debt or equity securities may dilute existing stockholders and adversely affect the market price of common stock[342].

Revenue Performance - Total revenue for the year ended November 30, 2025, was HK$18,481,149 (US$2,373,334), a decrease of approximately 4% from HK$20,286,590 in 2024[293] - Financial PR services revenue represented 57% of total revenues in 2025, down from 75% in 2023, indicating a significant shift in revenue sources[295] - Financial PR services revenue decreased by HK$4,995,701, or approximately 32%, from HK$15,427,899 in 2023 to HK$10,432,198 in 2024[296] - Project-based Financial PR services revenue increased by HK$4,883,105, or approximately 187%, from HK$2,607,555 in 2023 to HK$7,490,660 in 2024[299] Expenses and Costs - Direct cost of revenues decreased by HK$1,282,038, or 16.08%, from HK$7,970,194 in 2024 to HK$6,688,155 (US$858,887) in 2025[306] - Selling expenses for the year ended November 30, 2025, amounted to HK$1,590,959 (US$204,310), a significant decrease from HK$3,276,562 in 2023[308] - Entertainment expenses increased by HK$570,923, or approximately 73%, from HK$785,555 in 2024 to HK$1,356,478 (US$174,198) in 2025[309] - Staff costs for the years ended November 30, 2025, 2024, and 2023 were HK$3,387,808 (US$435,060), HK$5,767,541, and HK$3,160,163, respectively[290] - Total administrative expenses increased significantly by HK$16,232,233, or approximately 117%, from HK$13,875,156 for the year ended November 30, 2024 to HK$30,198,088 (US$3,878,013) for the year ended November 30, 2025[315] - Share-based compensation expense amounted to HK$18,706,734 (US$2,402,303) for the year ended November 30, 2025, with no expenses recognized for the years ended November 30, 2024 and 2023[317] Financial Position - Current assets increased to HK$93,757,282 (US$12,040,231) as of November 30, 2025, compared to HK$69,688,174 in 2024[340] - Accounts receivable balance increased by HK$12,275, or approximately 0.52%, from HK$2,358,162 as of November 30, 2024 to HK$2,370,437 (US$304,410) as of November 30, 2025[342] - Provisions for doubtful accounts amounted to HK$1,200,187 for the year ended November 30, 2025, down from HK$4,872,854 in 2024[343] - Prepayments and other receivables increased by HK$807,427 to HK$2,653,771 (US$340,795) as of November 30, 2025, primarily due to additional prepaid building renovation expenses[344] - Amounts due from related parties rose significantly to HK$21,264,851 (US$2,730,814) as of November 30, 2025, from HK$1,556,765 in 2024[347] - Accruals and other payables decreased by HK$376,476 to HK$899,753 (US$115,546) as of November 30, 2025, mainly due to the settlement of outstanding professional fees[348] - Contract liabilities decreased from HK$128,400 in 2024 to nil in 2025, as advance payments were recognized as revenue[349] - Operating lease liabilities increased by HK$205,505 to HK$499,296 (US$64,119) as of November 30, 2025, due to changes in lease payment schedules[350] Cash Flow - Net cash used in operating activities for the year ended November 30, 2025, was HK$178,028 (US$22,862), primarily due to a net loss of HK$18,175,575[356] - Net cash used in investing activities for the year ended November 30, 2025, was HK$20,548,102 (US$2,638,770), mainly due to amounts due from a director[359] - Net cash provided by financing activities for the year ended November 30, 2025, was HK$24,653,005 (US$3,165,918), primarily from proceeds of ordinary shares[361] - Capital expenditures for the year ended November 30, 2025, were HK$840,016, with no significant capital expenditure anticipated in the next 12 months[365] Allowance for Doubtful Accounts - For the year ended November 30, 2025, HK$1,200,187 was provided as allowance for doubtful debts due to lower recovery possibility, with HK$5,642,032 of accounts receivable written off[376] - HK$3,890,793 was provided as allowance for doubtful debts in the year ended November 30, 2024, with HK$982,061 written off[376] - HK$2,154,945 was provided as allowance for doubtful debts in the year ended November 30, 2023, indicating a trend in increasing provisions[376] - The Group regularly reviews the adequacy of the allowance for doubtful accounts based on specific evidence such as aging of receivables and clients' payment history[375] Market Conditions and Risks - Ongoing economic uncertainties, including interest rate fluctuations, may continue to impact capital market activities in Hong Kong and demand for Financial PR services[287] - The number of companies listed on The Stock Exchange of Hong Kong Limited remained stable as of December 31, 2025, despite market sentiment affecting new listings[286] - The Group's credit policies aim to minimize exposure to credit risk, with receivables being very short term in nature and associated risks being minimal[537] - The Hong Kong Deposit Protection Board insures deposits up to HK$800,000 (approximately US$102,821), providing additional security for cash held[536] - The Group does not expect significant changes in interest rates affecting cash at bank, indicating minimal exposure to cash flow interest rate risk[539] - Foreign currency risk is primarily associated with service income or expenses in currencies other than the functional currency, with minimal exposure due to HK$ being pegged to US$[540] - The Group maintains sufficient liquidity to meet financial obligations, ensuring cash on demand for expected operational expenses for 180 days[542]

Cryptocurrency Custody and Regulation - The company holds its bitcoin in cold-storage and trading wallets with Coinbase, ensuring reasonable protections for safekeeping, but acknowledges potential risks related to evolving legal treatments of digital assets[56]. - The company has not experienced any loss or access issues with its bitcoin custodied with Coinbase, indicating a stable custodial relationship[57]. - The company is subject to evolving regulations regarding cryptocurrency and digital assets, which may impact its operations in the future[80]. - The SEC's interpretation indicates that transactions involving crypto assets may be treated as securities under certain conditions, impacting the digital asset ecosystem[82]. - The GENIUS Act establishes a federal regulatory framework for payment stablecoins, affecting the broader digital asset market, although the company does not issue stablecoins[83]. - The CLARITY Act, if passed, would grant the CFTC regulatory authority over digital commodities, potentially imposing new compliance requirements on companies holding digital assets[83]. Competitive Landscape - The cryptocurrency industry is highly competitive, with primary drivers including demand for bitcoin, access to economical power, and sourcing miners[59]. - The company competes with traditional datacenter developers and operators as it evaluates opportunities related to AI and HPC development, focusing on access to power and technical expertise[60]. - The company is expanding into AI and HPC workloads, which may subject it to evolving regulations regarding responsible AI development and energy efficiency[85]. Environmental and Regulatory Compliance - The company has invested over $6 million in environmental improvements, including the installation of cylindrical wedge wire screens at its New York facility[71]. - The company is subject to numerous environmental regulations from NYSDEC and EPA, which may impose additional operational restrictions in the future[101]. - Greenidge Generation's Title V Air Permit renewal process is ongoing, with a draft permit expected in 2026 following a settlement with NYSDEC[105]. - The New York Facility's SPDES and Water Withdrawal permits have been renewed, allowing uninterrupted operations while complying with state and federal requirements[106]. - The Landfill has a SPDES permit valid until June 2027, establishing effluent limitations and sampling frequency for stormwater and leachate discharges[107]. - Lockwood Hills has an environmental liability of $13.7 million associated with the landfill as of December 31, 2025[110]. - Greenidge Generation has accrued environmental liabilities under the CCR Rule based on current estimates, with a civil fine of $0.1 million due to compliance issues[109]. - A charge of $0.4 million was recognized for the remeasurement of environmental liabilities related to CCR liabilities during the year ended December 31, 2025[112]. - The financial assurance mechanism for landfill closure is guaranteed by a letter of credit amounting to approximately $5.0 million and an additional trust contribution of $1.3 million[110]. Operational Performance - The company has a total installed capacity of approximately 40,910 MW from various generation sources in New York, impacting its competitiveness in energy markets[63]. - The company benefits from low power costs due to access to the Millennium Pipeline price hub and a cool climate, allowing for competitive energy production[66]. - The company has zero recordable incidents during fiscal year 2025, emphasizing its commitment to workplace health and safety[75]. Community Engagement - The company has entered into a Trail License and Management Agreement for public access trail construction, indicating community engagement efforts[72]. Corporate Developments - The company completed a successful pilot program for cryptocurrency datacenter operations in January 2020, expanding its business model[115]. - In 2014, the company transformed a coal power plant into a natural gas facility with a total generation capacity of approximately 106 MW[114]. - The company entered into a Consent Agreement with the EPA on September 15, 2025, agreeing to implement groundwater monitoring measures and pay a civil penalty of $0.1 million[113]. - The company’s shares of Class A common stock began trading under the symbol "GREE" following the acquisition of Support.com in September 2021[117]. - The company maintains a publicly available website for investors to access pertinent information, including annual and quarterly reports[118].

Financial Performance - The company generated a net income of $2,404,209 from June 9, 2025, to December 31, 2025, primarily from interest earned on marketable securities held in the Trust Account, totaling $2,805,113[136]. - The company incurred net cash used in operating activities of $608,179 during the period from June 9, 2025, to December 31, 2025[142]. - As of December 31, 2025, the company had cash and marketable securities in the Trust Account amounting to $290,305,113, including approximately $2,805,113 of interest income[143]. Initial Public Offering - The company completed its Initial Public Offering on September 29, 2025, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Units[140]. - A total of $287,500,000 was placed in the Trust Account following the Initial Public Offering, with total offering costs amounting to $17,861,874[141]. Debt and Financing - The company does not have any long-term debt or off-balance sheet financing arrangements as of December 31, 2025[147]. - The company may need to obtain additional financing to complete its Business Combination or if a significant number of Public Shares are redeemed[146]. Business Combination - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business[143]. - The company may seek to extend the Combination Period, which would require approval from Public Shareholders and could affect its capitalization[134]. - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination[133].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ 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 (Exact name of registrant as specified in its charter) | Delaware | 001-41390 | 84-5052822 | | --- | --- | --- | | (State or other jurisdiction | (Commission File Number) | ...