Market Dependence and Competition - The company is highly dependent on independent distributors for sales, which may impact profitability if they do not succeed in selling products[44]. - The company faces intense competition in the cybersecurity and application delivery solutions market, which may lead to loss of market share if not managed effectively[52]. - Competition for qualified personnel in the cybersecurity domain is intense, which may hinder the company's ability to attract and retain talent[51]. - The cybersecurity market is undergoing rapid technological shifts due to accelerated Digital Transformation and Generative/Agentic AI, necessitating the development of new solutions and enhancements to remain competitive[55]. - The cybersecurity and application delivery solutions market is rapidly evolving, and any slowdown in growth could reduce the company's addressable market and sales[88]. Financial Performance and Risks - The company has incurred net losses in the past and may continue to do so in the future, particularly if market conditions do not improve[36]. - There is a risk of component shortages due to manufacturing issues or supply chain disruptions, which could adversely affect sales and profitability[45]. - The global market and economic conditions, including geopolitical tensions and inflation, pose risks that could materially affect the company's operations and financial results[43]. - In 2025, the company reported an operating income of $11.4 million, while it faced operating losses of $3.9 million in 2024 and $31.7 million in 2023, with a net loss of $21.6 million in 2023[86]. - The company may face significant litigation costs related to intellectual property rights, which could divert management resources and impact operating results[99]. Regulatory and Compliance Challenges - The company may face regulatory, litigation, and reputational risks associated with the use of AI technologies, impacting its financial condition[36]. - The regulatory framework for AI technologies is rapidly evolving, with potential new laws and regulations that could increase operating expenses and affect business operations[74]. - The company is subject to stringent and evolving laws related to data privacy and security, which may require significant resources for compliance and could lead to substantial costs[100]. - The company is subject to various data privacy and protection regulations, including GDPR in the EEA and UK DP Laws, which impose strict compliance requirements for handling personal data[203]. - The DORA regulations, effective January 2025, will require additional security and governance controls for financial institutions and their service providers, impacting compliance costs[204]. Research and Development - The company must develop new solutions and enhance existing ones to remain competitive in a rapidly evolving market[36]. - Future success will depend on accurately identifying market trends, anticipating customer needs, and investing in research and development, including acquisitions of complementary solutions[56]. - The company invests significantly in research and development to maintain technological expertise and introduce new commercially viable solutions[188]. - The company has approximately $75.8 million in intangible assets, which are subject to impairment testing that could lead to significant charges in the future[107]. - Research and development grants deducted from expenses amounted to $0.3 million, $0.04 million, and $0.4 million for the years ended December 31, 2025, 2024, and 2023, respectively[218]. Supply Chain and Operational Risks - Any disruptions in the supply chain, including those caused by natural disasters or cyber-attacks, could have a material adverse effect on the company's business[49]. - The company has implemented contingency measures to mitigate potential disruptions to operations and supply chain due to regional security risks[193]. - The company may pursue acquisitions or investments that could disrupt operations and harm financial condition, with past acquisitions leading to liabilities and costs[91][92]. - The company is actively monitoring its contractual relationships to ensure compliance with applicable sanctions, which may lead to significant costs and operational challenges[122]. - The company completed the migration of its on-premises data warehouse to a cloud-based environment in 2025, exposing it to potential cybersecurity risks[115]. Market Expansion and Customer Base - Approximately 59% of total sales in 2025 came from markets outside North, Central, and South America, compared to 57% in 2024[85]. - In 2025, approximately 41% of revenues were generated from sales in North, Central, and South America, 37% in Europe, the Middle East, and Africa (EMEA), and 22% in Asia-Pacific[184]. - The company aims to expand its market footprint by collaborating with leading partners such as Cisco and Check Point to access large customers[181]. - The company offers a range of cloud-based security-as-a-service subscriptions, on-premises hardware and software products, and managed services[166]. - The company has established new cloud security service centers in multiple locations, including Tel Aviv, Bogota, Chennai, Mumbai, Nairobi, and Lima, contributing to a global network of over 50 centers with a total attack mitigation capacity exceeding 15Tbps[176]. Corporate Governance and Social Responsibility - The company has established a corporate governance framework to align with stakeholder interests and promote ethical behavior across decision-making processes[224]. - The company emphasizes ethical business conduct, requiring compliance with laws and avoiding conflicts of interest among all employees and directors[225]. - The company aims to promote a diverse and motivated workforce, ensuring a work environment free from discrimination and harassment[222]. - The organizational structure includes a wholly owned subsidiary, Radware Inc., in the United States, and several other subsidiaries worldwide, focusing on local sales and marketing[226]. - The company maintains a zero tolerance policy for harassment and discrimination, ensuring a safe work environment for all employees[225].

Financial Performance - TCE income – Shipping for the year ended 31 December 2025 was US$708,974,000, an increase from US$608,196,000 in 2024, but a decrease from US$797,495,000 in 2023[30] - TCE income – Shipping per calendar day (total) decreased to US$43.2 in 2025 from US$47.4 in 2024 and US$61.6 in 2023[30] - Adjusted free cash flow for 2025 was US$510,254,000, significantly higher than US$211,582,000 in 2024, but lower than US$564,272,000 in 2023[42] - The Group's net cash from operating activities for 2025 was US$567,403,000, down from US$749,144,000 in 2024[42] - The Group's operating profit for the year ended 31 December 2025 was US$348,048,000, a decrease from US$433,689,000 in 2024 and US$523,729,000 in 2023[46] - The average total shareholders' equity increased to US$1,931,524,000 in 2025 from US$1,761,827,000 in 2024 and US$1,591,375,000 in 2023[46] - The Group's Return on Capital Employed (ROCE) decreased to 11.6% in 2025 from 16.5% in 2024 and 23.5% in 2023[46] Revenue Sources - Revenue from Product Services includes trading activities and net derivative gains, contributing to the overall financial performance of the Group[21] - In 2025, 69.3% of the Group's revenue from LPG shipping was generated based on current market levels (spot prices), while 30.7% was from time charters[68] - Product Services' profitability is heavily dependent on identifying and exploiting arbitrage opportunities in the LPG market, which can be volatile and fragmented[167] Operational Costs - Vessel operating expenses increased to US$126,299,000 in 2025 from US$84,984,000 in 2024 and US$82,192,000 in 2023[38] - The Group's bunker fuel expenses accounted for 49% of total voyage expenses for the year ended December 31, 2025, and 47% for 2024[96] - A 50% increase in bunker fuel prices could lower the Group's profit after tax by approximately US$85.0 million for 2025 and US$90.7 million for 2024[96] Market Risks - The Group's financial performance is subject to risks including geopolitical events, trade disputes, and fluctuations in LPG freight rates[66] - The Group's operations are impacted by the highly cyclical nature of the LPG shipping industry, which may lead to volatility in results[66] - The Group's business may be adversely affected by increased protectionism and trade disputes, which could lead to a decline in global trade and shipping demand[73] - An oversupply of LPG shipping capacity could lead to a decline in freight rates, adversely affecting the Group's financial condition and results of operations[91] - Climate change presents both immediate and long-term risks to the Group's business, potentially leading to increased operational costs and regulatory challenges[87] Regulatory and Compliance Risks - Changes in governmental regulations could adversely affect the Group's ability to trade and may result in loss of revenue and increased costs[104] - The Group's operations are subject to international competition rules, which may hinder expansion plans and require regulatory approvals[107] - The Group anticipates substantial expenses for compliance with environmental regulations, including modifications to vessels and operational changes, which could adversely affect financial results[116] Customer Dependency - The Group's top five shipping customers contribute a significant portion of its LPG revenue, and the loss of any major customer could lead to substantial revenue loss[67] - The company derives 40% of its revenue from its top five shipping customers, highlighting the risk of significant revenue loss if any major customer defaults[131] Financing and Debt - The Group's existing credit facilities impose financial covenants that may limit its ability to pay dividends, incur additional indebtedness, or engage in certain corporate activities[193] - The Group's debt levels could limit its flexibility to obtain additional financing and pursue business opportunities, potentially impacting its operating performance[195] - The Group's ability to service its debt will depend on its future financial and operating performance, which may be affected by prevailing economic conditions[195] Internal Controls and Governance - A material weakness in the Group's internal control over financial reporting was identified, related to insufficient personnel with knowledge of SEC reporting requirements[201] - The Group successfully remediated previously identified material weaknesses in internal controls over financial reporting as of December 31, 2025[203] - The Group's ability to maintain effective internal controls is critical to avoid material misstatements in financial statements, which could impact shareholder confidence and access to capital markets[205] Operational Challenges - The Group may incur unexpected costs and off-hire periods due to vessel damage or operational issues, negatively impacting revenue and cash flow[145] - Drydocking of vessels requires significant capital expenditures and can lead to loss of revenue during off-hire periods, affecting profitability[146] - The Group relies on third-party managers for technical management of its fleet, which poses risks if these managers fail to perform[149] Market Competition - The competitive landscape in LPG shipping is intense, with substantial competition from companies with greater financial resources, which may impact the company's ability to secure profitable contracts[120] - The company’s lack of diversification in the LPG transportation sector makes it vulnerable to adverse developments in this market, potentially affecting financial stability[125] Taxation - The Group faces risks related to tax disputes and changes in tax laws, which could lead to higher effective tax rates and adversely affect earnings and cash flows[175] - The implementation of OECD's BEPS 2.0 proposals may require the Group to file additional tax returns and could increase effective tax rates depending on jurisdictional interpretations[180]

Financial Performance - The company incurred a net loss of $77.3 million and $93.3 million for the years ended December 31, 2025, and December 31, 2024, respectively, with net cash used in operating activities amounting to $55.1 million for the year ended December 31, 2025 [74]. - The company anticipates continuing to incur significant losses and negative cash flows from operating activities in the future, raising substantial doubt about its ability to continue as a going concern [77][78]. - The company may not achieve or sustain profitability without generating increased revenue levels, and higher operating expenses could hinder profitability [106]. - The company’s operating results may fluctuate significantly, and past performance may not be indicative of future results [88]. - In 2025, the company recorded a non-cash impairment charge of $3.5 million related to long-lived assets associated with certain retail stores due to operating cash flow losses and store closures [131]. Capital Requirements and Funding - The company requires additional capital to support business growth, which may not be available or could result in dilution of existing stockholders [79]. - The company’s future capital requirements will depend on factors such as revenue growth rate, cash burn rate, and overall economic conditions [79]. - As of December 31, 2025, the company sold 386,289 shares of its common stock under an ATM Sales Agreement for aggregate gross proceeds of $1.7 million [80]. - The company entered into a secured $50.0 million revolving credit agreement on June 30, 2025, which imposes significant operating and financial restrictions [95]. Market and Competitive Landscape - The company operates in a highly competitive market, and its ability to maintain or grow market share may be adversely affected by competitors with greater resources [72]. - The company faces significant competition in the footwear and apparel market, which may lead to pricing pressures and reduced profit margins [109]. - Economic uncertainty in key markets may adversely affect consumer demand for discretionary items, impacting sales of the company's products [100]. - The company faces risks related to its reliance on third-party distributors for international sales, which may negatively impact operating results and brand value [72]. Business Strategy and Operations - The company’s success depends on attracting new customers and retaining existing ones, with a significant portion of net revenue generated from existing customers [86][87]. - The company transitioned its operations in South Korea, Canada, New Zealand, and China to a distributor model, resulting in losses on the sale of certain net assets [92]. - The transition to a distributor model has been implemented in all markets except the United Kingdom, with agreements established in Canada, South Korea, Japan, Australasia, and China [97]. - The company is focused on using sustainable materials, which may increase costs and impact revenue growth [72]. - The company emphasizes sustainable materials and environmentally friendly manufacturing processes, which may increase costs and hinder revenue growth [118]. Supply Chain and Production Risks - Supply chain disruptions could arise from reliance on third-party suppliers, which may not meet production requirements or quality standards, adversely affecting revenue [166][171]. - The operations of suppliers located outside the United States are subject to risks such as political unrest and economic instability, which could disrupt production and trade [174][175]. - The company transitioned all new footwear manufacturing to a single manufacturer in Vietnam in 2023, but diversified across multiple manufacturers in 2025 to reduce reliance on any single source [130]. - Shipping and delivery disruptions could negatively impact customer satisfaction and financial results, with potential delays leading to lost sales [176]. Regulatory and Compliance Issues - The company is subject to potential regulatory investigations and liabilities related to its use of social media for marketing, which could adversely affect its financial condition [144]. - Compliance with various privacy laws, such as the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), may increase compliance costs and potential liabilities for the company [205]. - The company is subject to the General Data Protection Regulation (GDPR) in the European Economic Area, which imposes strict data protection compliance requirements, including potential fines of up to 20 million euros or 4% of total global annual turnover for breaches [214]. - Changes in U.S. and global trade policy, including tariffs, could increase product costs and disrupt the supply chain, adversely affecting financial results [110]. Human Resources and Corporate Culture - Employee attrition was experienced at all levels during the year ended December 31, 2025, and the company anticipates this trend may continue, impacting hiring and morale [153]. - The company’s corporate culture, rooted in innovation and sustainability, is at risk due to challenges in attracting and retaining key personnel who share these values [155]. - The company’s ability to attract and retain talent is critical for growth, and competition for skilled personnel is intense, particularly in Northern California [152]. Legal and Litigation Risks - The company is currently involved in litigation related to securities class action lawsuits, which could result in significant legal fees and impact its financial condition [233]. - The company faces risks related to intellectual property protection, particularly in countries with limited enforcement, which could weaken brand value and competitive position [180]. - The company anticipates needing to devote significant additional resources to comply with evolving privacy and data protection laws, which may impact its revenue and operational efficiency [204]. Stock and Market Dynamics - The market price of the company’s Class A common stock has experienced volatility, which may result in substantial losses for investors [241]. - The company received notice from Nasdaq for non-compliance with listing requirements due to its stock price falling below $1.00 per share [246]. - The company executed a 1-for-20 reverse stock split to regain compliance with Nasdaq's minimum bid price requirement [247]. - Additional stock issuances may lead to significant dilution for existing stockholders, particularly through equity-based compensation and other capital-raising efforts [256].

Financial Performance - Total revenue for the year ended December 31, 2025, was $6,017,000, a significant increase of $5,497,000 compared to $520,000 in 2024[369] - Staking revenue amounted to $5,469,000 for the year ended December 31, 2025, following the initiation of staking SOL holdings in September 2025[370] - Gross profit for 2025 was $5,517,000, a substantial improvement from a gross loss of $62,000 in 2024[369] - Selling, general and administrative expenses rose to $23,127,000 in 2025, an increase of $12,945,000 compared to $10,182,000 in 2024[373] - Total operating expenses surged to $249,357,000 in 2025, up from $13,841,000 in 2024, primarily due to unrealized losses on digital assets[369] - The net loss for 2025 was $40,890,000, compared to a net loss of $11,742,000 in 2024, reflecting a deterioration of $29,148,000[369] Cash Flow and Financing - Cash and cash equivalents increased to $7,282,000 as of December 31, 2025, compared to $1,088,000 in 2024[384] - Net cash used in operating activities was $16,514,000 in 2025, an increase of $5,473,000 from $11,041,000 in 2024[391] - The company generated $449,239,000 in net cash from financing activities in 2025, a significant increase from $6,954,000 in 2024[391] - The company issued shares under the 2025 ATM, generating net proceeds of $24,200,000 during the year ended December 31, 2025[386] Digital Asset Strategy - The company holds a total of 2,360,083 SOL tokens valued at $293.7 million based on a market price of $124.45 per token as of December 31, 2025[367] - The company has a strategic digital asset treasury strategy focused on acquiring SOL, which offers a ~7% native staking yield, and aims to leverage opportunities in DeFi and broader onchain activity[352] - The company has established a Master Loan Agreement to fund the acquisition of SOL and related treasury operations, with no outstanding loans as of December 31, 2025[355] Stock and Shareholder Actions - The company completed the issuance of 38,049,663 shares of Class A common stock at an offering price of $6.881, generating total gross proceeds of approximately $518.4 million before expenses[356][357] - The company has approved a stock repurchase program for up to $100 million of its outstanding Class A common stock, with 1,531,032 shares repurchased at a weighted-average price of $2.21 per share as of March 27, 2026[364] Market and Regulatory Environment - The price of SOL has experienced significant volatility, declining by 33% to $83.05 as of March 27, 2026, compared to $124.45 on December 31, 2025[367] - The company does not expect the One Big Beautiful Bill Act to have a material impact on its consolidated financial statements[350] Business Development - The company has entered into a Strategic Advisor Agreement with Pantera Capital and Summer for a term of two years to provide guidance on business operations and industry trends in the crypto technology sector[353] - The company began accepting prescriptions for its PoNS device in the U.S. in March 2022, with commercial sales commencing in April 2022[348] - The company has been actively seeking a business partner to commercialize and distribute the PoNS device in Australia, where it is authorized for sale as a Class IIa medical device[348] Accounting and Valuation - The company utilizes Monte Carlo and Black-Scholes option-pricing models to value derivative financial instrument liabilities[401] - The valuation model employs Level 3 inputs in the fair value hierarchy as per ASC 820 - Fair Value Measurement[401] - Information regarding recently issued accounting pronouncements is detailed in Note 2 of the consolidated financial statements[402] - There are no applicable quantitative and qualitative disclosures about market risk[403]

Accounting and Financial Structure - Proficient Auto Logistics, Inc. has been identified as the designated accounting acquirer of the Founding Companies, with Proficient Transport as the designated accounting predecessor, affecting comparability in financial results [22]. Business Segments and Revenue - The Company operates two segments: Company Drivers and Subhaulers, with Company Drivers generating revenue through long-term contracts and Subhaulers utilizing independent contractors for transportation services [26][33]. - In 2025, five OEM customers accounted for approximately 59% of the Company's combined operating revenue, highlighting reliance on key customers [44]. - For the years ended December 31, 2025 and 2024, 36% of combined revenue came from Company-operated vehicles, indicating a strategy to maximize profitability through owned assets [40]. Operational Efficiency and Technology - The Company expects to increase its operating margin through improved asset utilization and operational efficiencies, with a focus on enhancing route density and backhaul opportunities [38]. - The Company anticipates ongoing technology enhancements to improve route planning and centralize accounting and financial reporting activities [25]. - The primary performance indicators for both segments are operating margins, which are influenced by customer rates, operating expenses, and transportation volumes [32][35]. - The Company has consolidated certain facilities to improve operational efficiency and balance coverage versus growth capacity [62]. Service Expansion and Market Opportunities - The Company aims to expand its service offerings and customer relationships, particularly through regional auto storage yards for major automotive OEMs [37]. - The auto transportation and logistics industry is highly fragmented, presenting opportunities for acquisitions of smaller regional providers to enhance network density and operational synergies [42]. Safety and Employee Management - The Company maintains a strong commitment to safety and training, which is expected to assist in attracting and retaining quality employees [50]. - Approximately 825 employees were reported as of December 31, 2025, with no employees subject to collective bargaining agreements [65]. Fuel Management and Environmental Initiatives - The Company exclusively utilizes renewable diesel and biodiesel blends, with biodiesel content up to 20% (B20), to enhance fuel efficiency and reduce emissions [57]. - In 2026, all operating companies are expected to transition to a centralized contracted fuel purchasing program, improving cost tracking and operational efficiency [59]. - The Company manages fuel purchasing to optimize supply security and cost, participating in the EPA SmartWay program to leverage efficiency technologies [57]. - The Company focuses on enhancing operational resilience and stakeholder value through targeted initiatives to reduce greenhouse gas emissions and improve fuel efficiency [53]. - The Company is testing new equipment and leveraging alternative fuel technologies as part of ongoing initiatives to contribute to emissions reductions [56]. Financial Challenges - Significant inflation has impacted insurance and claims costs, as well as the cost of acquiring new equipment and parts for maintenance [298]. - The Company has implemented a fuel surcharge program to mitigate the effects of fluctuating fuel prices, although it does not fully protect against short-term increases [299].

Compliance and Regulatory Issues - The company received a deficiency letter from Nasdaq on January 6, 2026, indicating non-compliance with the minimum bid price requirement of $1.00 per share, based on the closing bid price for the last 30 consecutive business days[35]. - The company has a compliance period of 180 days until July 6, 2026, to regain compliance with the minimum bid requirement, needing the closing bid price to meet or exceed $1.00 for at least ten consecutive business days[37]. - The company has received notices from Nasdaq regarding non-compliance with continued listing standards, which could lead to delisting and adversely affect market liquidity[171]. - The company has elected to take advantage of reduced reporting requirements as an emerging growth company, which may affect the comparability of its financial statements[159]. - Compliance with payment card network operating rules is critical, as violations could result in fines and affect the company's ability to offer services[219]. - Compliance with evolving data privacy laws, such as the GDPR, could result in penalties of up to €20 million or 4% of annual worldwide revenue for non-compliance[229]. - The U.K.'s exit from the EU has created regulatory uncertainty, particularly regarding data protection laws, with potential penalties for non-compliance of up to £17.5 million or 4% of worldwide revenues[230]. - The evolving regulatory landscape regarding user privacy and data protection may increase compliance costs and complexity in delivering services[231]. Mergers and Acquisitions - The company entered into a Merger Agreement on October 12, 2025, to merge with House of Doge Inc., with the expectation that the merger will be finalized by May 29, 2026[41][44]. - In connection with the merger, the company will issue approximately 663,250,176 shares of its common stock to holders of House of Doge's shares, with House of Doge becoming the majority shareholder post-merger[42]. Financial Performance and Revenue - The company incurred a net loss of $15,890,509 and $3,288,519 for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $30,538,211 as of December 31, 2025[169]. - Approximately 99% of the company's revenue has historically come from corporate relationships, indicating a high dependency on a limited number of clients[173]. - The revenue model primarily relies on business-to-business tournament-related fees, with a focus on developing a direct-to-consumer model for future growth[178]. - The company generates substantially all revenues from advertising fees related to tournaments, with plans to expand digital and on-campus presence at colleges and universities across the U.S.[225]. - Corporate relationships accounted for 99% of revenue from inception through December 31, 2025, indicating a high dependency on a limited number of clients and vendors[222]. User Engagement and Community Development - The company aims to create a differentiated marketing channel for advertisers targeting Gen Z and Millennial gamers through its community-driven platform[51]. - The company has executed strategic partnerships with Learfield Communications, expanding its reach across nearly 200 universities for digital and physical activations[55]. - The company aims to leverage its Brag House platform to enhance user engagement and monetize through in-game transactions and advertising partnerships[69]. - The Bragging Functionality incentivizes user participation and community formation, enhancing engagement through in-application currency called Brag Bucks[81]. - The company emphasizes user retention through continuous platform updates and partnerships with gaming corporations and universities[104]. - The company is focused on increasing its workforce, particularly in development, marketing, production, and sales teams over the next 12 months[151]. - Brag House's platform is designed to foster an inclusive community, aiming to increase user acquisition and engagement across various demographics[150]. - The company plans to expand its community of casual gamers, which represents over 99% of all gamers globally, presenting significant growth opportunities[133]. Marketing and Advertising Strategies - The company has seen a 46% year-over-year increase in impressions from 2020 to 2025, indicating strong growth in community engagement[50]. - The average engagement rate across marketing platforms is 6.5%, significantly higher than the industry average of 1.5%[109]. - Cost per thousand impressions (CPM) is $3.26, nearly half the gaming industry average of $5.64, while cost per click (CPC) is $0.39, compared to the industry average of $0.70[109]. - The company prioritizes optimizing gamer experience, which may limit advertising revenue but aims to enhance long-term monetization potential[226]. - The company’s marketing strategy includes eight primary channels, focusing on college campuses and leveraging social media to reach potentially hundreds of millions of users[126]. Product Development and Technology - The company is developing a proprietary machine learning-based SaaS platform for anonymized predictive data insights into Gen Z behavior, with a beta version expected by Q3 2026[56]. - The company expects to have a beta version of the new software ready by Q3 2026, followed by A/B testing in Q4 2026[94]. - The development of the data insights revenue model is seen as a strategic advantage for enhancing brand partnerships and marketing solutions[102]. - The company must continue to develop engaging tournaments and leverage popular games to remain competitive in the market[189]. - The company’s growth is contingent on effective interoperability with mobile operating systems, which it does not control, potentially impacting user engagement[216]. Risks and Challenges - The company anticipates that it may not achieve profitability in the near term, which could adversely affect its ability to raise capital and continue operations[170]. - The company is subject to risks associated with operating in a rapidly evolving industry, which may impact its ability to monetize its gaming platform effectively[177]. - Intense competition in the amateur gaming industry may lead to a decline in revenue, margins, and profitability if competitors launch more successful platforms or tournaments[183]. - Negative gamer perceptions about the brand and platform could harm the business and increase costs associated with addressing gamer concerns[197]. - Data privacy and security practices are critical, as any perceived inadequacies could lead to data breaches and affect user trust[201]. - The company faces significant risks related to data security breaches, which could lead to legal liabilities and harm its profitability and reputation[202]. - Cybersecurity threats pose ongoing risks to the company's gaming platform and infrastructure, potentially disrupting operations and degrading user experience[204]. - The company relies on third-party payment processors for transactions, and any issues with these processors could undermine user trust and operational efficiency[217]. - The company faces risks from over-reliance on third-party relationships, which could lead to unanticipated costs and impact financial performance[222]. - Changes in the online advertising market could adversely affect the company's ability to increase advertising revenue and profitability[225]. - The company may incur significant legal and remediation costs due to potential system failures or cyber-attacks affecting user data and services[221].

Portfolio Composition - As of December 31, 2025, the portfolio consisted of 37 companies with a fair value of $172.7 million, comprising 80.76% first lien investments and 19.24% equity or other positions[19] - The industry composition of the portfolio included Professional Services (14.50%), IT Services (9.18%), and Insurance (8.87%), among others, totaling 100%[20] - As of December 31, 2025, the total fair value of investments is $172,658,862, with Investment Rating 2 comprising 64.9% of the portfolio[56] - The total number of investments in the portfolio decreased from 71 as of December 31, 2024, to 68 as of December 31, 2025[56] - The Company’s portfolio at fair value consisted of 80.76% first lien investments and 19.24% equity, warrant, or other positions as of December 31, 2025[105] Investment Strategy - The investment strategy includes standalone first and second lien loans, unitranche loans, and selective investments in unsecured debt and equity through warrants[34] - The investment strategy focuses on established companies with a history of positive operating cash flow and strong management teams[38] - The company targets middle-market companies with annual revenues of at least $50 million and EBITDA of at least $15 million, with typical investments ranging from $5 million to $25 million[36] - The current investment environment shows reduced availability of capital for middle-market companies, leading to less competition and higher quality deal flow[30] - Middle-market debt investments are generally priced more attractively, offering stronger covenant packages and higher interest rates compared to larger public debt financings[32] Management and Advisory - The Adviser is responsible for sourcing investment opportunities and monitoring portfolio companies, ensuring a disciplined approach to risk management[21] - The Adviser manages assets totaling $21.3 billion as of December 31, 2025, providing a significant advantage in investment opportunities[35] - The Adviser emphasizes disciplined underwriting policies and rigorous portfolio management, requiring majority approval from the Investment Committee for all initial investments[35] - The Adviser seeks to structure debt investments with strong protections, including default penalties and financial covenants, to minimize capital loss risk[37] - The Adviser utilizes extensive relationships with private equity sponsors and intermediaries to source attractive investment opportunities[39] - The Adviser provides managerial assistance to portfolio companies, which may include monitoring operations and consulting, potentially generating fees for these services[65] Financial Performance and Fees - The average total yield of debt and income-producing securities was 10.34%, while the average total yield on the total portfolio was 7.71%[19] - The Base Management Fee is calculated at an annual rate of 1.75% of gross assets, which includes assets purchased with borrowed funds[74] - The Income-Based Fee is 20.0% of Pre-Incentive Fee Net Investment Income exceeding a 2.0% hurdle rate, with a catch-up provision for income between 2.0% and 2.5%[78] - Pre-Incentive Fee Net Investment Income does not include realized capital gains or losses, and it is possible to pay an Incentive Fee in a loss quarter if the Pre-Incentive Fee Net Investment Income exceeds the hurdle rate[80] - The cumulative incentive compensation accrued for the preceding 11 quarters was $9,000,000, while 20.0% of the cumulative net increase in net assets was $8,000,000, which did not exceed the cumulative fees accrued[90] Market Conditions and Competition - Private equity firms had over $1.0 trillion of uncalled capital in the US as of December 3, 2025, indicating robust demand for debt capital[32] - The company faces competition from larger public and private funds, commercial banks, and private equity funds, which may have access to funding sources not available to the company[66] - The company is positioned to leverage current market conditions to structure attractively priced debt investments with potential return-enhancing mechanisms[35] Regulatory Compliance - The company must ensure that qualifying assets represent at least 70% of total assets when acquiring new assets, as per the 1940 Act[121] - The company is prohibited from acquiring more than 3% of the voting stock of any registered investment company without obtaining exemptive relief from the SEC[120] - The company is subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless it meets specific distribution requirements[146] - To qualify as a Regulated Investment Company (RIC), the company must distribute at least 90% of its investment company taxable income to stockholders[143] - The company must derive at least 90% of its gross income from specific sources to maintain its RIC status[151] Interest Rate Sensitivity - 98.0% of the company's debt investments bear interest based on floating rates, such as SOFR and the Prime Rate[500] - A 1.00% increase in interest rates would increase net interest income by approximately 44.27%, while a decrease would reduce it by 41.77%[501] - A 2.00% increase in interest rates would increase net interest income by approximately 89.87%, while a decrease would reduce it by 83.54%[501]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-42714 LIGHTWAVE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or ...

Financial Performance - Total revenue for the year ended December 31, 2025, was $4,949,916, a significant increase from $807,089 in 2024, representing a growth of approximately 512%[70] - The gross profit for 2025 was $804,777, compared to $784,390 in 2024, indicating a slight increase of about 2.5%[70] - The net loss for the year 2025 was $726,890, compared to a net loss of $114,261 in 2024, reflecting a deterioration in financial performance[70] - The operating loss for the Company in 2025 was reported at $(293,617), an improvement from $(312,358) in 2024[195][196] - Total operating expenses for 2025 were $1,098,394, slightly higher than $1,096,748 in 2024, indicating stable cost management[197][199] - The company reported interest income of $157,198 in 2025, up from $152,123 in 2024, suggesting improved financial income streams[197][199] Assets and Liabilities - Cash and cash equivalents increased to $133,064 in 2025 from $114,138 in 2024, showing a growth of approximately 16.6%[66] - Total assets rose to $16,652,523 in 2025, up from $15,040,664 in 2024, marking an increase of about 10.7%[68] - Total liabilities increased to $2,966,716 in 2025 from $1,414,940 in 2024, representing a significant rise of approximately 109%[68] - Total cash, cash equivalents, and restricted cash at the end of 2025 amounted to $328,414, up from $309,488 in 2024[89] Shareholder Information - The company reported a weighted average of 14,979,672 shares outstanding in 2025, compared to 14,958,817 shares in 2024, indicating a slight increase in shares[72] - The Company has authorized 100,000,000 shares of common stock, with 15,149,705 shares issued and outstanding as of December 31, 2025, compared to 14,958,817 shares in 2024, indicating a growth of about 1.3%[156] - The Company has 2,232,879 shares of preferred stock issued or outstanding, an increase from 1,607,886 shares in 2024, representing a growth of approximately 38.7%[155] - The Company declared dividends of $112,191 in 2025, compared to no dividends declared in 2024[69] - A dividend of $0.0025 per share was declared for each quarterly period from June 30, 2025, through June 30, 2026, totaling $37,852 paid to shareholders[200] Investments and Income - The company anticipates future royalty income from investments in various mining projects, real estate, and technologies, primarily in eastern Kentucky, Indiana, and Limpopo, South Africa[100] - The company recorded total investments in corporations and LLCs of $10,248,661 as of December 31, 2025, slightly up from $10,235,925 in 2024[120] - The company has a 41.75% ownership interest in FUB Mineral LLC, with passthrough activity recorded as $12,736 in 2025, up from $5,491 in 2024[122] - The company holds a 9.9% ownership interest in Ferrox Holdings Ltd., which focuses on mining operations in South Africa[123] - The Company has rental income of $2,500 per month from property in Pike County, Kentucky, with a total consideration of $149,150 paid for the rights[139] Stock and Compensation - Stock-based compensation for board members includes 25,000 warrants at an exercise price of $1.00 per share, with a vesting term of three years[105] - The total stock-based compensation expense for warrants to directors was $27,626 for the year ended December 31, 2025, compared to $6,906 in 2024, reflecting an increase of approximately 300%[159] - The Company has $41,437 of unrecognized compensation cost related to unvested stock warrants as of December 31, 2025, down from $75,971 in 2024, indicating a decrease of approximately 45.4%[160] Tax and Regulatory Matters - The provision for income taxes was deemed de minimis for the years ending December 31, 2025, and 2024[112] - The Company has no uncertain tax positions and has recognized any interest and penalties related to uncertain tax positions through its income tax expense[109] - The effective income tax rate is lower than the U.S. federal statutory rate of 21% due to certain expenses being deductible for tax purposes but not for financial reporting[170] Market and Operational Insights - The expected volatility for the Company's warrants increased to 35.61% in 2025 from 25.02% in 2024, indicating a higher risk perception in the market[178] - The Company plans to leverage its power infrastructure to support digital currency operations, including hosting or managing mining activities[193] - The Company is involved in various claims and litigation, but management believes the resolution will not materially impact its financial position[185] - The Company operates in segments including Corporate, RMC, RMCES, and Vault, with all revenue-generating activities concentrated in eastern Kentucky, Indiana, and Limpopo, South Africa[187][189]

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 Commission File Number: 001-40233 ROYALTY MANAGEMENT HOLDING CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Flo ...