Clinical Development of Tuspetinib - Aptose's lead program, Tuspetinib, is being developed for frontline combination therapy in newly diagnosed acute myeloid leukemia (AML) patients, addressing a significant unmet need in this aggressive cancer type [274]. - In a Phase 1/2 clinical trial, Tuspetinib demonstrated a complete response (CR) rate of 36% among all R/R AML patients, with a 50% CR rate in patients with mutated FLT3 [278]. - The TUS+VEN doublet combination therapy maintained a favorable safety profile with no new safety signals observed, achieving significant clinical responses in heavily pretreated R/R AML patients [279]. - The ongoing TUSCANY trial reported a 100% response rate (CR/CRh) at higher dose levels (80 mg and 120 mg) for newly diagnosed AML patients [287]. - The FDA granted orphan drug designation to Tuspetinib for AML treatment, providing seven additional years of marketing exclusivity and various development incentives [283]. - The MyeloMATCH trials, launched in May 2024, aim to expedite tailored drug combination treatments for newly diagnosed AML and myelodysplastic syndromes (MDS) patients [285]. - Aptose's collaboration with the National Cancer Institute (NCI) under a Cooperative Research and Development Agreement (CRADA) focuses on the clinical development of Tuspetinib in targeted therapy combinations [284]. - The TUS+VEN+AZA triplet therapy is expected to establish a new standard of care for newly diagnosed AML patients, particularly those with adverse genetic abnormalities [280]. - The company anticipates delivering important clinical data over the next 6 to 12 months as the Phase 1/2 trial progresses [277]. - TUS in combination with standard dosing of VEN+AZA achieved complete responses (CR/CRh) in 6 out of 6 (100%) patients at higher dose levels of 80 mg and 120 mg, exceeding the expected 66% response rate from VEN+AZA alone [293]. - Overall, TUS+VEN+AZA achieved CR/CRh responses in 9 out of 10 (90%) patients, with 7 out of 9 (78%) responding patients showing minimal residual disease (MRD) negativity [293]. - The safety review committee endorsed escalation to 160 mg TUS dosing, with no dose-limiting toxicities (DLTs) reported across cohorts of 40 mg, 80 mg, and 120 mg TUS [297]. - TUS+VEN+AZA triplet therapy is being developed as a mutation-agnostic frontline treatment for newly diagnosed AML patients ineligible for induction chemotherapy, showing efficacy across diverse mutational subtypes [295]. - At the 40 mg TUS dose level, three out of four patients achieved CRs and were MRD-negative, including patients with FLT3-ITD, FLT3-WT, and TP53/CK mutations [298]. - The TUS+VEN combination demonstrated a favorable safety profile with no treatment-related deaths, QTc prolongation, or prolonged myelosuppression reported [302]. - TUS can be safely administered with standard-of-care dosing of VEN/AZA, with pharmacokinetic analyses showing no significant interactions affecting plasma levels [302]. - The triplet therapy continues to achieve CRs and MRD-negativity with favorable safety in newly diagnosed AML patients, indicating a strong potential for commercial opportunity [295]. - TUS+VEN+AZA triplet may establish a more effective, mutation-agnostic standard of care for chemotherapy-ineligible AML patients, with 60% and 42% CR/CRh rates observed in FLT3 mutated and all-comer VEN-naïve AML patients [311]. - Tuspetinib monotherapy achieved a complete remission (CRc) rate of 42% and an overall response rate (ORR) of 50% in patients who were naive to Venetoclax (VEN) and those with FLT3 mutations [314]. - In the TUS+VEN doublet therapy, an overall CRc rate of 25% was observed among evaluable patients, with a 43% CRc rate in VEN-naive patients and a 21% CRc rate in prior-VEN patients [321]. - The APTIVATE Phase 1/2 trial has shown that TUS+VEN is well tolerated, with no unexpected safety signals, and has achieved an ORR of 48% among all evaluable patients [323]. - Tuspetinib has demonstrated broad clinical activity across various genetic subgroups, including TP53, RAS/MAPK, and FLT3 mutants, addressing a significant unmet medical need in relapsed/refractory AML [320]. - The combination of Tuspetinib with VEN and Azacitidine (TUS+VEN+HMA) is being developed to enhance response rates and improve overall survival in newly diagnosed AML patients [318]. - The median overall survival (OS) for relapsed/refractory AML patients receiving chemotherapy after failing prior therapy with HMA-VEN was only 7.2 months, highlighting the need for improved treatment options [314]. - Tuspetinib has shown a favorable safety profile with no dose-limiting toxicities (DLTs) up to 160 mg per day, allowing for its use in combination therapies [321]. - The ongoing clinical program has enrolled over 170 patients in the Phase 1/2 trial, demonstrating significant response rates in a heavily pre-treated population [316]. - The TUS+VEN combination has been particularly effective in patients with prior failure of VEN, achieving a 44% ORR in this subgroup [323]. - Preliminary pharmacokinetic data suggest no clinically meaningful interaction between Tuspetinib and VEN, facilitating their co-administration [320]. - Tuspetinib monotherapy demonstrated a 29% complete response (CR/CRh) rate in R/R AML patients with RAS gene mutations [327]. Financial Performance - The company reported a net loss of $25.5 million for the year ended December 31, 2025, compared to a loss of $25.4 million for 2024 [347]. - As of December 31, 2025, the company had an accumulated deficit of $566.4 million, up from $541.0 million in 2024 [347]. - Cash, cash equivalents, restricted cash, and restricted cash equivalents decreased to $4.1 million as of December 31, 2025, from $6.7 million in 2024 [347]. - The company has a working capital deficit of $2.9 million as of December 31, 2025, compared to a positive working capital of $5.1 million in 2024 [344]. - The company has fully utilized $8.5 million under the Hanmi Facility Agreement and $11.9 million under the Amended Facility Agreement [341]. - An additional uncommitted facility of up to $11.1 million was provided by Hanmi under the Second Amended Facility Agreement for continued clinical development of tuspetinib [341]. - The company received a deficiency letter from Nasdaq regarding the minimum bid price requirement, with a deadline to regain compliance by January 13, 2025 [333]. - The company plans to raise additional funds through debt or other financing activities to support operations [348]. - The company may face challenges in raising capital due to adverse market conditions and its product pipeline status [349]. - The company reported a net cash used in operating activities of $22.0 million for the year ended December 31, 2025, a decrease of $14.0 million compared to $36.0 million in 2024 [372]. - Cash flows from financing activities for the year ended December 31, 2025, amounted to $19.4 million, primarily from advances under the Hanmi Facility Agreements totaling $18.6 million [374]. - The company completed a public offering on January 30, 2024, raising aggregate gross proceeds of $9.7 million from the sale of 188,304 Common Shares at a price of $51.30 per share [359]. - The November 2024 Public Offering generated gross proceeds of $8.0 million from the sale of 1,333,333 Common Shares at $6.00 per share [353]. - The company issued 137,000 Common Shares under the 2025 ATM Facility at an average price of $7.31 per share, resulting in gross proceeds of $1.0 million [352]. - The company raised a total of $2.1 million of gross proceeds under the 2022 ATM Facility, with 2,717 Common Shares issued at an average price of $36.60 per share [369]. - The company issued 17,003 Common Shares to Keystone at an average price of $40.80 per share for cash proceeds of $0.7 million during the year ended December 31, 2024 [366]. - The company completed a Registered Direct Offering on June 3, 2024, raising approximately $4.4 million from the sale of 60,000 Common Shares at $34.50 per share [358]. - The company recognized $0.2 million of financing costs associated with professional fees related to the 2023 Committed Equity Facility [368]. - The company does not expect to generate positive cash flow from operations in the foreseeable future due to ongoing research and development costs [372]. - For the year ended December 31, 2025, the company reported a net loss of $25.5 million, slightly increasing from a net loss of $25.4 million in 2024 [380]. - Research and development (R&D) expenses decreased by $3.8 million to $11.3 million in 2025, compared to $15.1 million in 2024 [382]. - General and administrative expenses increased by $2.2 million to $13.4 million in 2025, up from $11.2 million in 2024 [388]. - The company has maximum obligations for clinical development and global regulatory milestones totaling $64.5 million for the first indication of tuspetinib, with additional obligations of $34.0 million and $29.0 million for subsequent indications [379]. - As of December 31, 2025, the company recorded $4.1 million in prepaid expenses and $3.2 million in accrued liabilities related to R&D activities [393]. - The company expects general and administrative expenses to increase slightly in the near term due to ongoing personnel costs and legal fees [384]. - Program costs for tuspetinib decreased by $1.7 million to $7.9 million in 2025, compared to $9.6 million in 2024 [387]. - Personnel-related expenses for R&D decreased by $1.8 million to $2.9 million in 2025, down from $4.7 million in 2024 [387]. - The company has not entered into any off-balance sheet arrangements as of December 31, 2025 [377]. - As of March 16, 2026, the company had 2,552,429 Common Shares issued and outstanding, with additional shares issuable upon the exercise of stock options and warrants [394].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K For the Year ended December 31, 2025 OR o 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 000-08187 NEW CONCEPT ENERGY, INC. (State or Other Jurisdiction of Incorporation or Organization) Nevada 75-2399477 (I.R.S. Employer Identification No.) 1603 LBJ Freeway Suite 800 Dallas, Texas 75234 x ANNUAL REPORT PURSUANT TO SECTION 13 OR ...

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: 001-42610 New Providence Acquisition Corp. III (Exact name of registrant as specified in its charter) | Cayman Islands | 98-1834924 | | ...

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on April 25, 2025, raising gross proceeds of $300,150,000 from the sale of 30,015,000 Public Units at $10.00 per unit[22]. - An additional $8,720,750 was generated from the private sale of 872,075 Private Placement Units at $10.00 per unit, bringing total proceeds to $301,650,750[23][24]. - The total amount of $301,650,750 from the IPO and Private Placement was placed in a Trust Account, which may only be invested in U.S. government securities or money market funds until the completion of a Business Combination[204]. - The company has $309,996,143 available for a Business Combination as of December 31, 2025, before redemptions and taxes[90]. - The company has until April 25, 2027, to complete a Business Combination, or it will cease operations and redeem Public Shares at a cash price equal to the amount in the Trust Account[205]. Business Combination Details - The company must complete its initial Business Combination by April 25, 2027, or face termination and distribution of Trust Account funds[25]. - The Abra Business Combination involves a merger where Abra will become a wholly-owned subsidiary, with a total consideration of $750,000,000 in SPAC Common Stock[30]. - The company and Abra will seek to raise at least $150 million in Transaction Financing during the Interim Period[41]. - The Abra Business Combination is subject to conditions including shareholder approval and regulatory approvals, with a minimum cash proceeds requirement of $40 million after expenses[42][43]. - The Company must ensure that all representations and warranties are true and correct as of the Closing Date, with no material adverse effects impacting the transaction[43][44]. Shareholder and Redemption Information - The company will provide Public Shareholders the opportunity to redeem their shares in connection with the Abra Business Combination[38]. - Public Shareholders can only receive funds from the Trust Account under specific conditions, including failure to complete the initial Business Combination within the Combination Period[145]. - The redemption price for Public Shares as of December 31, 2025, was approximately $10.33 per share, calculated based on the aggregate amount in the Trust Account[113]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent, which aims to prevent large block accumulations[128]. - The company may redeem 100% of the Public Shares at a per share price equal to the aggregate amount in the Trust Account if it cannot complete the Business Combination[84]. Management and Operational Strategy - The Company’s management team has a strong track record in identifying undervalued companies and maximizing their market potential[58]. - The acquisition strategy focuses on identifying companies in the consumer sector that can benefit from management expertise and relationships[69]. - The company aims to acquire businesses that occupy fast-growing markets and have strong revenue and earnings growth drivers[73]. - The evaluation of target businesses includes extensive due diligence, such as meetings with management and financial reviews[74]. - The company believes its management team's experience and relationships provide a substantial number of potential initial Business Combination targets[92]. Risks and Challenges - The company may face significant dilution for public shareholders due to the conversion of Founder Shares and potential additional equity issuances[66]. - Competition among SPACs for attractive targets may increase, impacting the terms of acquisition deals[79]. - The time and costs associated with completing the initial Business Combination are currently uncertain, which may affect financial resources for future opportunities[78]. - The company may face negative economic, competitive, and regulatory developments that could adversely impact its industry after the initial Business Combination[102]. - The company may face conflicts of interest due to its officers and directors having obligations to other entities[168]. Financial Performance and Projections - For the year ended December 31, 2025, the company reported a net income of $7,675,973, primarily driven by interest income of $8,345,393 from marketable securities[210]. - As of December 31, 2025, the company held marketable securities in the Trust Account amounting to $309,996,143, which includes $8,345,393 of interest income[214]. - The company incurred total fees of $18,631,614 during the Initial Public Offering, which included a cash underwriting fee of $5,220,000 and a deferred fee of $12,789,000[211]. - Cash used in operating activities for the year ended December 31, 2025, was $739,616, with changes in operating assets and liabilities utilizing $70,196[212]. - The company has satisfied its liquidity needs through contributions from the Sponsor and net proceeds from the Initial Public Offering and Private Placement[217]. Regulatory and Compliance Issues - The company is required to file periodic reports with the SEC, including audited financial statements, as part of its reporting obligations[148]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[153]. - The company is subject to changing laws and regulations that have increased costs and risks of non-compliance[166]. - The company is considered a "controlled company" under Nasdaq standards, which may allow it to opt out of certain corporate governance requirements[157]. - The company is a blank check company with no operating history or revenues, making it challenging for shareholders to evaluate its ability to achieve its business objective of completing an initial Business Combination[158].

Business Strategy and Operations - The Company is focusing on advancing its AIEV platform and related mobility solutions, with a preliminary robotics initiative evaluated in 2025[15]. - The Company has established an operational presence in the U.A.E. to support regional vehicle assembly and sales activities, although the facility is not yet fully operational[22]. - The Company has initiated early-stage activities in Ras Al Khaimah, U.A.E., including preparation for localized assembly capabilities[35]. - The Company believes that its dual-home market strategy positions it well to pursue opportunities in the evolving global EV market, particularly in the U.S. and China[41]. - The Company continues to evaluate opportunities for strategic partnerships and localized manufacturing capabilities in the Middle East[36]. - The Company plans to expand its manufacturing strategy with a facility in the U.A.E. to support assembly and sales in the Middle East, complementing its U.S. and China operations[82]. Product Development and Technology - The FX Super One pre-production vehicle rolled off the line at the Company's FF aiFactory California manufacturing facility in December 2025[38]. - The Company has developed a proprietary platform architecture, the Variable Platform Architecture (VPA), to support scalable product development for both passenger and commercial vehicles[49]. - The FF aiHyper 6x4 Architecture 2.0 integrates six technology platforms and four technology systems to enhance vehicle performance and user experience[54]. - The FF Echelon Inverter achieves 98% efficiency and is designed for high reliability and durability, supporting multiple motor configurations[55]. - The FX Super One will feature both battery electric and AI hybrid extended-range configurations, enhancing its versatility for various use cases[74]. - The Company is focused on developing AI-powered hybrid extended-range systems, with potential commercialization planned for the future[57]. Financial Performance - Total revenue for 2025 was $536,000, a slight decrease from $539,000 in 2024[773]. - Gross profit for 2025 was a loss of $97,766,000, compared to a loss of $83,490,000 in 2024, indicating increased cost pressures[773]. - Total operating expenses surged to $233,284,000 in 2025, up from $66,248,000 in 2024, primarily driven by increased research and development and impairment charges[773]. - The net loss attributable to Faraday Future for 2025 was $390,696,000, compared to a net loss of $355,847,000 in 2024, reflecting ongoing financial challenges[773]. - Cash and cash equivalents increased significantly to $34,927,000 in 2025 from $7,144,000 in 2024, indicating improved liquidity[772]. - Total assets decreased to $277,862,000 in 2025 from $425,400,000 in 2024, highlighting a reduction in overall company value[772]. - Total liabilities decreased to $270,103,000 in 2025 from $310,433,000 in 2024, suggesting some debt reduction efforts[772]. Regulatory Compliance and Environmental Standards - The Company is required to comply with numerous regulatory requirements established by NHTSA, including FMVSS, which cover crashworthiness, active safety, and electric vehicle standards[126]. - The Company may earn tradable regulatory credits for its zero-emission vehicles, which can be sold to other manufacturers to comply with emissions standards[129]. - The EPA has accelerated greenhouse gas emissions standards for model years 2023 through 2026, increasing stringency from 1.5% to 5% to 10% annually[130]. - The California Air Resources Board has mandated a transition to 100% zero-emission vehicles for light-duty passenger vehicles by model year 2035[131]. - The FF 91 for model year 2025 has an EPA Certificate of Conformity and CARB certification as a zero-emission vehicle, with an EPA-attested range of 381 miles[134]. Employee Relations and Workforce - The Company has a total of 288 employees distributed across various job functions, including 98 in Administration, 87 in Research and Development, 55 in Manufacturing, and 48 in Sales & Marketing[153]. - The Company is committed to enhancing employee well-being through comprehensive benefits programs, including fully covering employee-only healthcare premiums[154]. - The Company has not experienced any work stoppages and considers its relationship with employees to be strong, with no employees subject to collective bargaining agreements[156]. - The Company’s management is focused on implementing initiatives that foster a growth mindset and strengthen employee engagement within the broader ecosystem[152]. Capital Structure and Financing - The Company has a dual-class capital structure to support long-term strategic decision-making and corporate stability[17]. - The conversion of notes payable and accrued interest into Class A Common Stock resulted in an increase of 62,101,798 shares, contributing $226,341,000 to additional paid-in capital[778]. - The issuance of common stock and warrants for settling a dispute with Palantir amounted to $4,800,000[778]. - The total additional paid-in capital as of December 31, 2024, was $4,421,563,000[778]. - The company undertook a related party debt restructuring, which contributed $661,000 to additional paid-in capital[778]. Market Position and Competitive Landscape - The global electric vehicle market is developing, with China being the largest market supported by rapid product development and broad consumer adoption[40]. - The Company believes its competitive strengths include technological innovation, customer experience, and supply chain management, which are critical in the evolving electric vehicle market[121].

Exhibit 99.1 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company Digi Power X Inc. 218 NW 24th Street, 2nd Floor Miami, Florida, 33127 Item 2 Date of Material Change March 31, 2026 Item 3 News Release The press release attached as Schedule "A" was released on March 31, 2026 through an approved Canadian newswire service. Item 4 Summary of Material Change The material change is described in the press release attached as Schedule "A". Item 5 Full Description of Material Change The material ...

Energy and Sustainability - The Corporation's operations utilize 89% zero-carbon electricity and over 50% renewable energy at its New York State sites[34]. - The Corporation aims to achieve 100% carbon neutrality by the end of 2026, adjusting its timeline from 2025 due to renewable energy deployment delays in New York State[36]. - A community solar project at the North Tonawanda facility will produce approximately 9,500,000 kWh of clean electricity annually, enough to power over 1,000 homes[47]. - The Corporation is developing internal frameworks to track energy sourcing and carbon reduction progress, enhancing environmental accountability[36]. - The Corporation's total available power is 196.7 MW, with 141.7 MW from New York sites and 55 MW from the Alabama site[200]. Mining Operations and Financial Performance - For the year ended December 31, 2025, the Corporation had approximately 9,700 active miners under colocation agreements, with self-mining operations being negligible[27]. - The Corporation's largest operating expense is electricity, primarily for powering mining equipment, with natural gas being the largest cost associated with electricity generation[26]. - The Corporation's revenue is significantly influenced by the market value of bitcoins, which is subject to volatility tied to various factors including halving schedules[35]. - The Corporation's profitability is influenced by the hashrate of its miners and network difficulty, which may increase due to industry upgrades and more efficient mining chips[97]. - The Corporation's bitcoin revenue is recognized based on the average bitcoin price on the day of mining, highlighting the volatility of bitcoin prices[212]. - For the twelve-month period ending December 31, 2025, Digi Power mined approximately 34 bitcoins, representing an 82% decrease from approximately 188 bitcoins mined in the twelve-month period ending December 31, 2024[218]. - The decrease in bitcoins mined was attributed to the expansion of the Corporation's hosting and colocation operations agreements to diversify its operations[219]. - The Corporation began to monetize a portion of mined bitcoin in 2022 to fund operating costs and SG&A expenses, a strategy that has continued into 2025[215]. Regulatory and Compliance Challenges - The Corporation's digital currency mining operations are subject to evolving regulations, with potential impacts anticipated in 2026 and beyond[41]. - The Corporation may incur significant compliance costs if required to register as a Money Services Business (MSB) under FinCEN regulations[74]. - Future regulatory obligations could lead to substantial expenses, potentially requiring the company to alter or cease its bitcoin mining activities, adversely affecting operations[139]. - The evolving regulatory landscape surrounding bitcoin and digital assets may impose additional compliance costs, impacting the company's financial condition[141]. - The company must monitor state-level regulations, such as California's Digital Financial Assets Law, which requires registration for certain digital financial asset activities, with an effective date extended to July 1, 2026[138]. Competition and Market Position - The Corporation faces competition from established data center operators and other bitcoin mining companies, requiring strategic access to land, power, and engineering talent[38]. - The Corporation faces significant competition in the HPC and AI services market, which may adversely affect occupancy and rental rates of its data centers[78]. - The Corporation's expansion into AI and HPC may divert resources from core bitcoin mining operations, potentially limiting power capacity for mining[79]. - The Corporation's business model may need to evolve to stay current within the rapidly changing digital assets industry[75]. Cybersecurity and Operational Risks - The Corporation has implemented an Information Security Management System (ISMS) to monitor and govern its information security[187]. - The Audit Committee oversees cybersecurity risks and is involved in strategic decisions related to cybersecurity initiatives[192]. - The IS Lead, who is also the President, is responsible for assessing and managing cybersecurity risks within the Corporation[193]. - The Corporation has not been materially impacted by cybersecurity threats to date, but acknowledges the evolving nature of cyber risks[196]. - The Corporation's cryptocurrency inventory is exposed to cybersecurity threats, with risks of hacks and unauthorized access to digital wallets[114]. Financial Position and Shareholder Returns - For the year ended December 31, 2025, the Corporation reported a net loss from continuing operations of approximately $28.4 million, indicating challenges in achieving consistent profitability[176]. - The Corporation does not currently pay cash dividends and does not anticipate doing so in the near future, meaning shareholders will not receive returns unless they sell their shares[170]. - The Corporation raised approximately $6.6 million in a private placement on January 31, 2025, issuing 2,503,601 SV Shares and warrants for an exercise price of $3.66 per SV Share[204]. - The Corporation's SV Shares are subject to market volatility influenced by external factors, including government regulation and cryptocurrency market movements[171]. Management and Strategic Direction - The Corporation's management team has experience in the cryptocurrency industry, which is crucial for its growth and success, but conflicts of interest may arise due to their involvement in other ventures[167]. - The Corporation's strategic pivot towards AI-ready infrastructure reflects its belief in long-term value creation driven by ownership of secured power and scalable infrastructure[58]. - The Corporation's growth strategy includes diversification into operating data centers to drive the expansion of sustainable energy assets while maintaining bitcoin mining and hosting activities[75]. - The Corporation's operations and growth depend on its ability to attract and retain key personnel, and failure to do so could negatively impact its competitive position[168]. Market and Economic Factors - Geopolitical events may lead to rapid price fluctuations in cryptocurrencies, impacting the Corporation's inventory value[124]. - Cryptocurrency market prices are subject to momentum pricing, which can lead to increased volatility and affect the value of mined cryptocurrencies[107]. - The Corporation's operations may be impacted by changes in U.S. trade policies, including increased import tariffs on mining equipment[135]. - The Corporation may be subject to evolving tax liabilities and consequences that could reduce profitability, particularly in the rapidly changing cryptocurrency regulatory environment[178].

Branch Operations - As of December 31, 2025, the Bank operated eight branch offices, including seven in Connecticut and one in New York[19]. - The company operates 8 branches, primarily in Connecticut and New York, making it vulnerable to economic conditions in these specific regions[128]. Capital Structure and Financial Strategy - In 2025, the Company undertook a substantial transformation of its capital structure, governance, management team, and business strategy, including significant capital raising transactions[20]. - The Bank aims to increase relationship-based deposits from target clients, enhancing deposit pricing and treasury management capabilities[29]. - The Bank's investment strategy emphasizes liquidity, diversification, and capital preservation, aligning with capital and risk management objectives[32]. - The Bank is required to maintain minimum capital ratios of 10.0% common equity Tier 1, 10.0% Tier 1 capital, 11.5% total capital, and 9.0% leverage as per the Formal Agreement with the OCC[98]. - The company has not paid dividends since 2020, and its ability to do so in the future is restricted by regulatory requirements and the need for compliance with capital plans[151][150]. Regulatory Compliance and Risk Management - The Bank entered into a Formal Agreement with the OCC in January 2025, requiring specified actions to strengthen capital, governance, and risk management, which will influence management priorities in 2026[21][49]. - The Bank is subject to a Formal Agreement requiring extensive corrective actions in areas such as capital planning and BSA/AML risk management, which could adversely affect its operations[68]. - The Bank's designation as "troubled condition" may increase supervisory scrutiny and limit its ability to pursue acquisitions or new business activities[72]. - Compliance with evolving consumer privacy and data security regulations may increase costs and affect the Bank's reputation[80]. - The existence of control deficiencies has been identified as a material weakness, which could adversely affect the Bank's ability to report financial information accurately[108]. Financial Performance - For the year ended December 31, 2025, the Company reported a net loss of $12.7 million, an improvement from a net loss of $39.9 million in 2024[205]. - Net interest income decreased to $19.1 million in 2025 from $20.1 million in 2024, with a net interest margin decrease to 2.04% from 2.14%[211]. - Non-interest income increased to $10.5 million in 2025 from $8.4 million in 2024, driven by higher fee income from digital payments[214]. - Non-interest expense rose to $40.8 million in 2025 from $32.1 million in 2024, attributed to higher compensation and transition-related costs[215]. - The provision for credit losses was significantly reduced to $1.5 million in 2025 from $12.5 million in 2024, reflecting lower net charge-offs and reserve requirements[212]. Loan and Deposit Trends - Gross loans receivable decreased by $114.9 million, or 16.2%, to $592.6 million as of December 31, 2025, reflecting reduced loan originations and portfolio runoff[166]. - Total deposits were $965.8 million at December 31, 2025, slightly down from $966.6 million at the end of 2024, with significant reductions in brokered deposits and uninsured deposits[193]. - The net loan-to-deposit ratio was 60.6% as of December 31, 2025, down from 72.4% in 2024, indicating higher liquidity[168]. - Commercial real estate loans represented 58.4% of total gross loans as of December 31, 2025, while commercial and industrial loans increased to 24.8%[167]. Operational Risks and Challenges - The Bank's remediation efforts are complex and ongoing, with potential delays or ineffectiveness posing risks to its financial condition[76]. - The reliance on third-party program managers exposes the Bank to significant risks, including potential negligence or misconduct that could lead to material liabilities[94]. - Cybersecurity threats pose significant risks to the Bank's operations, with potential for financial losses and reputational damage from successful attacks[116]. - The development and use of artificial intelligence (AI) present risks including safety, privacy, compliance, and potential legal liabilities, which could increase costs and impact business operations[118][119]. - The company faces intense competition from various financial institutions, including money-center banks and fintechs, which may affect its growth and profitability if it cannot compete effectively on service and technology[120]. Asset Management - Total assets increased by $75.5 million, or 7.5%, to $1.09 billion as of December 31, 2025, primarily due to a $140.2 million increase in investment securities[162]. - Total investments increased by $140.2 million, or 166.1%, to $224.7 million as of December 31, 2025, reflecting purchases of available-for-sale securities[165]. - Loans held for sale increased to $24.5 million at December 31, 2025, compared to $15.7 million at the end of 2024, primarily consisting of credit card receivables[180]. Employee and Management Changes - As of December 31, 2025, the Company had 107 full-time employees, with significant personnel changes made to support strategic repositioning efforts[36][37]. - The replacement of key leadership roles in 2025 is critical for the execution of the Bank's strategy and remediation efforts[85].

Financial Performance - Total revenue for the year ended December 31, 2025 was $537,080, a decrease of 40% compared to $893,991 in 2024[103] - Cost of revenue decreased by 54% to $147,288 in 2025 from $319,108 in 2024[104] - Gross profit decreased to $389,792 in 2025, with an improved gross margin of 73% compared to 64% in 2024[105] - Research and development expenses were $4,960,566 in 2025, down 15% from $5,839,033 in 2024[106] - Sales and marketing expenses decreased by 42% to $3,820,509 in 2025 from $6,581,333 in 2024[107] - General and administrative expenses were $5,107,535 in 2025, a decrease of 23% from $6,650,561 in 2024[108] Impairment and Losses - The company recorded an impairment loss on intangible assets of $2,640,280 in 2025 due to the closure of its subsidiary in Germany[110] Cash Flow and Liquidity - Cash used in operating activities improved to $10,979,587 in 2025 from $17,329,254 in 2024, a reduction of $6,349,667[114] - As of December 31, 2025, the company had $889,091 in cash and cash equivalents, down from $6,235,670 in 2024[112] - The company plans to fund its cash flow needs through current cash on hand and future debt and/or equity financings, including a completed $6 million preferred stock offering[120] Accounting and Estimates - The cumulative effect of the transition from IFRS to U.S. GAAP resulted in an adjustment to the opening accumulated deficit from $69,328,021 to $67,092,885, with a total adjustment of $2,235,136[134] - The Company prepares its financial statements in accordance with U.S. GAAP, requiring ongoing evaluation of estimates and judgments[124] - The provision for expected credit losses on trade receivables is estimated based on historical information and current economic trends, indicating sensitivity to changes in circumstances[130][131] - Significant estimates in the impairment test for indefinite-lived intangible assets include discount rates and revenue growth rates, which could materially affect the assessment of fair value[129] - The estimated useful lives of property and equipment are reviewed annually and may be adjusted based on physical wear and tear or obsolescence[125] - The Company applies judgment in estimating the fair value of financial instruments when there is no active market, which may impact the reported values[128] - The Company uses a Black-Scholes model to estimate the fair value of share-based payments, relying on historical stock price volatility[127] Going Concern and Financial Condition - The assessment of the Company's ability to continue as a going concern is critical, considering events or conditions that may create significant uncertainty[136] - The Company does not have any off-balance sheet arrangements that could materially affect its financial condition[132]

Business Transition and Market Focus - Smart Powerr Corp. is transitioning to an energy storage integrated solution provider, targeting high-growth potential industries such as large-scale photovoltaic and wind power stations[19][25]. - The company is exploring opportunities in new market segments, including smart energy cities and remote islands without electricity[19][25]. - The company plans to pursue disciplined expansion strategies in market areas it currently does not serve, focusing on energy storage technologies[19][25]. - The company targets mid- to large-size enterprises in high energy-consuming sectors, including steel and nonferrous metal mills with over 3 million tons of production capacity per year[122]. - The company is transforming into an energy storage integrated solution provider, focusing on high growth potential markets[113]. Financial Performance and Capital Structure - The company has a registered capital of $29.80 million for its subsidiary Shanghai TCH, which is involved in energy-saving solutions[24]. - The company relies on dividends from its PRC subsidiaries for cash needs, and any limitations on these payments could restrict its ability to meet financial obligations[39]. - The company does not anticipate paying dividends in the foreseeable future, as it intends to retain earnings for business operations and expansion[42]. - The PRC government may impose stricter capital controls, affecting the ability to remit foreign currency for dividends and other distributions[44]. - The company may require additional financing to support operations, which could lead to unfavorable terms or dilution of stockholder equity[142][151]. Regulatory Environment and Compliance - The company is not subject to cybersecurity review as it does not collect personal information from over one million users, mitigating certain regulatory risks[28]. - Recent regulatory changes in China require domestic companies to fulfill filing procedures with the CSRC for overseas listings, which may impact future offerings[30][29]. - The company has not faced inquiries or sanctions from the CSRC regarding previous offerings, indicating a stable regulatory standing[28][30]. - The company has obtained requisite licenses and permits from PRC government authorities that are material for business operations, and is not currently required to seek approval from the CSRC or CAC for offering securities to foreign investors[63]. - The CSRC's recent regulations emphasize the need for stricter administration over illegal securities activities and supervision of overseas listings by Chinese companies[53]. Market and Industry Trends - The waste energy recycling industry is focused on power-intensive manufacturing, with significant demand from sectors like steel and cement due to China's rapid industrialization[93]. - China is the world's largest consumer of energy, leading to increased electricity demand and environmental challenges, prompting government action plans for pollution control[96]. - The output value of China's energy conservation and environmental protection industry is expected to exceed RMB 12.3 trillion by 2023[101]. - The scale of China's energy conservation and environmental protection industry is expected to exceed RMB 19 trillion by 2027[103]. - The electrochemical energy storage market is expected to expand from 3.28GW at the end of 2020 to over 30GW by 2025, with a compound annual growth rate of more than 55%[117]. Operational Risks and Challenges - The company faces risks from natural disasters, economic changes, and competition that could adversely affect demand for its projects and overall financial performance[37]. - The company relies on the availability of waste energy from customers, which directly impacts its power generation capacity and revenue[140]. - The company may face risks related to natural disasters and health epidemics, which could disrupt operations and adversely affect financial results[169][170]. - The PRC waste energy recycling market is currently fragmented but competitive, with increasing competition expected, which may adversely affect revenue and profitability[156]. - Manufacturing delays in assembling waste energy recycling projects could harm the company's reputation and result in lost sales[155]. Legal and Tax Considerations - The company is subject to income taxes in the U.S. and foreign jurisdictions, with potential changes in tax laws that could adversely affect after-tax income and overall financial condition[162]. - If classified as a "resident enterprise," the company could face a 25% tax rate on worldwide income, affecting net income and dividends[215]. - PRC regulations may delay or prevent the company from making loans or additional capital contributions to its PRC operating companies, adversely affecting liquidity and business expansion[216]. - Loans to PRC operating companies are subject to statutory limits and must be registered with SAFE, impacting the company's ability to finance activities[216]. - The company's ability to capitalize its PRC operations may be negatively affected if government approvals for capital contributions are not received[216]. Strategic Partnerships and Projects - The company has established a partnership with Jiangsu Tianyu Energy and Chemical Group Co., Ltd. for the construction of waste heat power generation stations[79]. - Xi'an TCH has entered into a lease agreement for a 12MW Biomass Power Generation system with Pucheng, generating a minimum monthly revenue of $279,400 (RMB 1,900,000) for a term of 15 years[71]. - Zhonghong entered into a Cooperative Agreement to design, build, and maintain a 25 MW CDQ system for Chengli, with energy saving fees to be paid by Chengli[81]. - The Tianyu Project involves two 25 MW CDQ systems, with an energy saving fee of RMB 0.534 ($0.087) per kilowatt hour, and the construction of the Xuzhou Tian'an Project was completed by Q2 2020[83]. - The Transfer Agreement with Zhongtai involved a payment of RMB 167,360,000 ($25.77 million) for the CDQ Waste Heat Power Generation Project, with a recorded loss of $2.82 million in 2016[90].