Financial Performance and Proceeds - The company generated no revenues to date and does not expect to generate operating revenues until the consummation of its initial business combination[18]. - On December 19, 2025, the company completed its initial public offering of 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000[19]. - The company also sold 4,000,000 private placement warrants at $1.50 per warrant, generating an additional $6,000,000 in gross proceeds[19]. - An aggregate amount of $230,000,000 from the public units and a portion of the private placement proceeds was placed in a trust account, to be held until the completion of a business combination or distribution to shareholders[19]. - The company has available funds for a business combination amounting to $220.2 million, assuming no redemptions and after payment of up to $9.8 million in deferred underwriting fees[53]. Business Strategy and Focus - The company intends to focus on established businesses with meaningful revenues and strong fundamentals, prioritizing those with demonstrated scalability and commercial viability[33]. - Target businesses should have strong free cash flow potential, with predictable and recurring revenue models[34]. - The company aims to pursue sectors benefiting from secular growth drivers, including AI, automation, and financial technology platforms[38]. - The company intends to focus its search for an initial business combination on American companies in the defense, logistics, transportation, technology, and AI sectors[57]. - The company anticipates that target business candidates will be sourced from various unaffiliated sources, including investment bankers and private investment funds[59]. Acquisition Process and Due Diligence - The management team has extensive experience in identifying and evaluating potential business combinations, although there is no guarantee of success[31]. - The acquisition process will involve due diligence, including meetings with management, document reviews, and financial assessments[40]. - The company is not prohibited from pursuing business combinations with affiliated companies, provided an independent valuation opinion is obtained[42]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price initially anticipated to be $10.00, based on the amount in the trust account[80]. - The company may conduct redemptions without a shareholder vote, but will seek shareholder approval if required by law or stock exchange rules[68]. - A quorum for shareholder meetings requires at least one third of issued and outstanding shares to be represented, with a simple majority needed for approval of the initial business combination[86]. - If shareholder approval is not required, the company may conduct redemptions under the tender offer rules, which must remain open for at least 20 business days[87]. - The company will cease operations and redeem public shares if it cannot complete the initial business combination within the completion window[101]. Risks and Challenges - The company may face risks associated with a lack of business diversification, as it intends to focus on a single industry for its initial business combination[64]. - The company may face significant dilution of Class A ordinary shares due to potential anti-dilution provisions related to Class B shares, which could impact shareholder value[145]. - Military conflicts and geopolitical conditions may adversely affect the company's ability to consummate initial business combinations[138]. - The company may face significant competition for business combination opportunities from well-established entities with greater financial resources[167]. - The company may face bankruptcy or insolvency risks that could reduce the per-share amount received by shareholders during liquidation[178]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A ordinary shares held by non-affiliates exceeds $700 million[50]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements until certain revenue and market value thresholds are met[51]. - The company is subject to the rules and regulations promulgated under the Exchange Act and has no current intention of suspending its reporting obligations[125]. - The SEC's new rules require additional disclosures related to SPAC business combinations, which may impact operational efficiency[180]. Share Structure and Dilution - The company has authorized the issuance of up to 200 million Class A ordinary shares, with 180 million available for issuance immediately after the IPO[211]. - The company may issue additional Class A ordinary shares or preference shares to complete its initial business combination, which could dilute existing shareholders' interests[210]. - The potential issuance of equity securities could dilute the interests of existing shareholders significantly[214]. - The company’s founder shares will convert automatically upon the consummation of the initial business combination, impacting the overall share structure[213]. Trust Account and Redemption Process - The trust account funds will initially be held in U.S. government treasury obligations with a maturity of 185 days or less, or in money market funds[192]. - The company does not guarantee that the redemption price will remain at $10.00 per share due to various risks[112]. - If the initial business combination is not completed by December 19, 2027, the company will redeem all public shares at the redemption price[115]. - The redemption process will be subject to limitations under Regulation M under the Exchange Act[115]. Management and Governance - The company will pay a monthly fee of $10,000 to its Sponsor for secretarial and administrative services until the completion of its initial business combination or liquidation[119]. - The company currently has two officers who will devote necessary time to affairs until the initial business combination is completed[120]. - Holders of Class B ordinary shares have exclusive voting rights on the appointment of directors, classifying the company as a "controlled company" under NASDAQ rules[215].

Financial Results - Aktis Oncology, Inc. reported financial results for the year ended December 31, 2025, with a focus on operational performance and business updates[5]. - A press release detailing the financial results was issued on March 30, 2026, and is available as Exhibit 99.1[5]. - The financial statements and exhibits are not deemed "filed" under the Securities Exchange Act of 1934[6]. Company Classification - The company is classified as an emerging growth company under the Securities Act of 1933[4]. Report Signing - The report was signed by Kyle Kuvalanka, Chief Financial Officer, on March 30, 2026[12].

Financial Performance - The company reported a net loss of $51,482 for the period from September 10, 2025, to December 31, 2025, primarily due to formation, general, and administrative costs[254]. - As of December 31, 2025, the company had $25,000 in cash and a working capital deficit of $279,478[255]. - The company does not expect to generate operating revenues until after the completion of its initial business combination[253]. IPO Details - The company completed its IPO on January 26, 2026, raising gross proceeds of $172,500,000 from the sale of 17,250,000 Class A ordinary shares at $10.00 per share[256]. - Transaction costs incurred during the IPO totaled $7,505,053, which included $1,725,000 in cash underwriting fees and $5,175,000 in deferred underwriting fees[257]. - The underwriters fully exercised their over-allotment option, purchasing an additional 2,250,000 public shares at $10.00 per share[265]. Use of Funds - The company intends to use substantially all funds held in the trust account to complete its initial business combination, with remaining proceeds allocated for working capital[259]. - The company may need to obtain additional financing to complete its initial business combination or due to potential redemptions of public shares[262]. Financial Structure - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025[263]. - The company has adopted ASU 2023-07 regarding segment reporting disclosures effective from its inception date[269].

Financial Performance - Fourth quarter 2025 revenues reached $27.0 million, a 72% increase compared to $15.6 million in Q4 2024[6] - Fee revenue for the fourth quarter was $22.9 million, a 67% increase year-over-year[5] - Adjusted EBITDA for Q4 2025 was $3.3 million, up 248% from $0.9 million in Q4 2024[7] - Full-year 2025 revenues totaled $75.6 million, a 2% increase from $74.2 million in 2024[8] - The company reported a net loss of $1.9 million for the year, an improvement from a net loss of $4.1 million in 2024[9] - Operating revenues for Q4 2025 were $26,950,000, a 72% increase from $15,637,000 in Q4 2024[21] - Net income for the year ended December 31, 2025, was a loss of $1,941,000, an improvement from a loss of $4,119,000 in 2024[23] - Total operating revenues for the year ended December 31, 2025, reached $75,625, compared to $74,154 in 2024, reflecting a growth of 1.98%[27] - The net loss for the year ended December 31, 2025, was $(1,941), a slight improvement from $(4,119) in 2024[24] Cash Flow and Assets - Operating cash flow generated in 2025 was $14.0 million, with free cash flow of $7.2 million[5] - Cash and cash equivalents increased significantly to $4,907,000 in 2025 from $1,385,000 in 2024[22] - Free cash flow for the year was $7,244,000, a turnaround from a negative free cash flow of $2,601,000 in 2024[23] - The company reported a net cash provided by operating activities of $7,694 for the year ended December 31, 2025, compared to a net cash used of $(1,866) in 2024[25] Expenses and Liabilities - General and administrative expenses were reduced by 9% year-over-year, aided by the implementation of AI software[3] - The total operating expenses for the year ended December 31, 2025, were $77,289, compared to $78,703 in 2024, indicating a decrease of 1.8%[27] - Total liabilities increased to $40,202,000 in 2025 from $13,589,000 in 2024, indicating a significant rise in financial obligations[22] Strategic Initiatives - The company expanded its customer base to include unconventional exploration sectors such as carbon capture and geothermal[4] - A capital budget of $3 million was approved for 2026, including a final payment of $0.9 million for single node channels[12] - Discussions with controlling stockholder Wilks Brothers, LLC may lead to potential transactions involving asset contributions or sales[17] Other Financial Metrics - The accumulated deficit at the end of 2025 was $139,560,000, slightly worsening from $137,619,000 in 2024[22] - The company reported a basic income per share of $0.02 for Q4 2025, compared to a loss of $0.03 per share in Q4 2024[21] - Total current assets rose to $21,835,000 in 2025, compared to $14,541,000 in 2024, reflecting a 50% increase[22] - Total assets grew to $56,010,000 in 2025, up from $30,870,000 in 2024, marking an 81% increase[22] - Adjusted EBITDA for the year ended December 31, 2025, was $4,682, an increase from $1,961 in 2024[25] - EBITDA for the year ended December 31, 2025, was $4,154, compared to $1,475 in 2024, showing significant growth[25] - The company incurred strategic transaction costs of $528 for the year ended December 31, 2025, consistent with the previous year[25] - For the three months ended December 31, 2025, the consolidated net income was $569, compared to a net loss of $802 for the same period in 2024[24] - Fee revenue for the three months ended December 31, 2025, was $13,752, up from $15,637 in the same period of 2024[27] - The company reported a decrease in general and administrative expenses to $9,010 for the year ended December 31, 2025, from $9,946 in 2024[27]

Financial Performance - DiaMedica reported a net loss of $32.8 million for the year ended December 31, 2025, compared to a net loss of $24.4 million in 2024, representing a 34.5% increase in losses year-over-year[15]. - DiaMedica's comprehensive loss for 2025 was $32.7 million, compared to a comprehensive loss of $24.4 million in 2024, indicating a 33.9% increase in overall losses[15]. - Net loss for the year ended December 31, 2025, was $32,766, compared to a net loss of $24,444 in 2024, representing a 33.5% increase in losses[19]. Expenses - Research and Development (R&D) expenses increased to $24.6 million in 2025 from $19.1 million in 2024, reflecting a 28.9% rise due to ongoing clinical trials and global expansion efforts[15]. - General and Administrative (G&A) expenses rose to $9.8 million in 2025, up from $7.6 million in 2024, marking a 29.1% increase attributed to higher personnel and investor relations costs[9]. - Share-based compensation increased to $3,846 in 2025 from $2,085 in 2024, reflecting an increase of 84.5%[19]. Cash and Liquidity - Cash and cash equivalents increased to $15.6 million as of December 31, 2025, compared to $3.0 million in 2024, indicating a significant improvement in liquidity[17]. - Cash and cash equivalents at the end of the period increased to $15,647 in 2025 from $3,025 in 2024, indicating a significant improvement in liquidity[19]. - DiaMedica has a cash runway expected to fund operations through the second half of 2027, with $60 million in cash, cash equivalents, and investments as of the reporting date[5]. Assets and Financing - Total assets grew to $61.4 million in 2025, up from $46.3 million in 2024, reflecting a 32.5% increase driven by higher cash reserves and marketable securities[17]. - Proceeds from the issuance of common shares, net of offering costs, rose to $43,282 in 2025, compared to $11,747 in 2024, marking a 267.5% increase[19]. - Net cash provided by financing activities was $43,876 in 2025, up from $11,994 in 2024, showing a substantial growth of 265.5%[19]. Operational Updates - The company anticipates completing the interim analysis for the ReMEDy2 trial in the second half of 2026, with enrollment approaching 70% of the required participants[3]. - The company received regulatory approval from Health Canada to initiate a Phase 2 study of DM199 in early-onset preeclampsia, with enrollment expected to complete in the first half of 2026[5]. Changes in Financial Position - Net cash used in operating activities increased to $29,062 in 2025 from $22,076 in 2024, reflecting a 31.7% rise[19]. - The company reported a net cash used in investing activities of $2,192 in 2025, compared to a net cash provided of $8,564 in 2024, indicating a shift in investment strategy[19]. - The company experienced a significant change in accounts payable, increasing to $535 in 2025 from $14 in 2024[19]. - The company reported a decrease in prepaid expenses and other assets by $254 in 2025, contrasting with an increase of $184 in 2024[19].

Financial Performance - Rezolve incurred a net loss of $101.4 million in the year ended December 31, 2025, and $173.5 million in the year ended December 31, 2024, resulting in a total shareholders' deficit of $246.8 million as of December 31, 2025[19]. - Rezolve had an accumulated deficit of $359.6 million and incurred a net loss of $101.4 million for the year ended December 31, 2025[39]. - Cash and cash equivalents totaled $111.1 million as of December 31, 2025, an increase of $101.4 million from December 31, 2024[39]. - The company faces a working capital deficit of $87.1 million as of December 31, 2025[39]. - Rezolve recorded a $63.3 million impairment charge related to its holdings of SQD tokens for the year ended December 31, 2025[52]. Revenue Generation - Rezolve expects to generate revenues primarily through subscription fees and one-time transaction fees, relying on partnerships with companies like Microsoft, Google, and ACI, which are currently pre-revenue[18]. - Rezolve's subscription model may limit its ability to rapidly increase total revenues, as revenues from new customers are recognized over the subscription term[43]. - The company raised $520.7 million during 2025 and into 2026 to support its operations[41]. Market and Economic Conditions - Rezolve's performance is subject to global economic conditions, which may adversely affect spending by small and medium-sized businesses (SMBs) and technology investments[20]. - Economic downturns may lead to reduced retail sales, potentially causing merchants using Rezolve's platform to cease operations or reduce spending[24]. - The markets for Rezolve's offerings are new and evolving, making it difficult to predict customer adoption and demand for its platform[31]. Competition and Risks - The company faces risks related to competition in the SaaS market, including the introduction of competing platforms and pricing strategies[21]. - Rezolve faces significant competition from established companies with larger customer bases and more resources, which may impact its ability to compete effectively[56]. - The company may encounter increased operational costs and risks related to compliance with payment processing regulations, which could adversely affect its financial condition[58]. - Rezolve's business model is susceptible to risks associated with international sales, including compliance with various foreign laws and regulations[44]. Operational Challenges - The company plans to increase its investment in sales and marketing, research and development, and technical infrastructure to support growth, which may hinder its ability to achieve profitability in the near term[19]. - Rezolve's sales cycle is lengthy, making it difficult to predict revenue generation from new clients, which could hinder revenue growth rates[68]. - Rezolve's platform must meet service-level commitments to avoid revenue loss and reputational damage, highlighting the importance of operational reliability[69]. Technology and Development - Rezolve has developed its own proprietary LLM, brainpowa, but also relies on third-party AI technologies, which may affect its operational capabilities if access or pricing changes[28]. - The company is actively developing its AI technologies, including the proprietary brainpowa LLM, which is integral to its Brain Commerce suite[118]. - Rezolve anticipates increased investment in AI technologies to enhance product offerings, although there are inherent risks in developing and deploying these technologies[118]. Compliance and Regulatory Issues - The political and regulatory framework for AI technology is evolving, which may increase operating expenses and affect Rezolve's business[48]. - The EU AI Act, effective August 2024, may impose stringent compliance requirements on Rezolve, affecting its operations in the EU market[94]. - The company must navigate complex legal and regulatory compliance related to anti-corruption and anti-bribery laws, which could impact its financial condition and reputation[129]. Intellectual Property and Legal Risks - Rezolve faces risks related to intellectual property infringement claims, which could result in substantial expenses and disrupt business operations[112]. - The company may be required to modify its practices or pay substantial damages in the event of intellectual property claims, impacting its financial results[113]. - Rezolve's reliance on open-source software may expose the company to litigation risks and significant legal expenses, potentially disrupting its business operations[114]. Human Resources and Management - Rezolve's future success is dependent on attracting and retaining skilled personnel, particularly in technical and engineering roles, amid intense competition for talent[75]. - The loss of key management personnel could significantly disrupt Rezolve's operations and delay the achievement of strategic objectives[76]. Shareholder and Market Considerations - The company does not intend to pay dividends for the foreseeable future, focusing instead on retaining earnings for operations and expansion[70]. - Rezolve's status as an "emerging growth company" allows it to rely on reduced disclosure requirements, which may make its shares less attractive to investors[144]. - The trading price of Rezolve's Ordinary Shares is likely to be volatile, influenced by various external factors beyond the company's control[137]. Currency and Economic Factors - Rezolve's revenue for the year ended December 31, 2025, was denominated in multiple currencies, including USD, EUR, GBP, AUD, CHF, PLN, SGD, and INR, indicating a diverse revenue stream[455]. - A 10% appreciation or depreciation in foreign currencies against the US dollar could have increased or decreased the company's revenue for the year ended December 31, 2025, by significant amounts, including $1,913,635 for GBP and $323,875 for EUR[458]. - The company has limited interest rate risk as its convertible debt and promissory notes are non-interest bearing, with short-term debt linked to SOFR[454].

Revenue Performance - Total revenue for the year ended December 31, 2025, was $285.9 million, a slight decrease of $142, or less than 1%, compared to $286.1 million in 2024[197]. - Revenue from IoT Connectivity services decreased by approximately $2.9 million, or 1%, to $224.0 million in 2025, primarily due to transitioning operations in Connectivity Enablement-as-a-Service (CEaaS)[199]. - Revenue from IoT Solutions increased by approximately $2.7 million, or 5%, to $62.0 million in 2025, driven by additional volume from key customers[200]. - Total revenue from IoT Connectivity was $224.0 million in 2025, slightly down from $226.9 million in 2024, with a gross margin of 39.5%[228]. - IoT Solutions revenue increased to $61.9 million in 2025 from $59.2 million in 2024, with a gross margin improvement to 32.1%[229]. Cost and Expenses - Cost of revenue for the year ended December 31, 2025, was $128.0 million, an increase of $1.9 million, or 1%, compared to $126.2 million in 2024[202]. - Selling, general, and administrative (SG&A) expenses decreased by approximately $24.5 million, or 17%, to $115.5 million in 2025, primarily due to restructuring events and reduced compensation-related expenses[205]. - Other (income) expense, net decreased by $6.0 million to $(4.2) million in 2025, representing a year-over-year decrease of 324%[209]. - Integration-related restructuring costs for 2025 were primarily related to severance and office lease terminations, totaling $19.8 million[219]. Profitability and Cash Flow - EBITDA for 2025 was $43.1 million, compared to $(44.4) million in 2024, indicating a significant improvement[219]. - Adjusted EBITDA increased to $63.3 million in 2025 from $53.1 million in 2024, reflecting a positive trend in operational performance[219]. - Free cash flow improved to $8.9 million in 2025 from $(3.5) million in 2024, indicating better liquidity[222]. - Non-GAAP Profit for 2025 was $159.3 million, down from $161.1 million in 2024, with a Non-GAAP Margin of 55.7%[228]. Tax and Goodwill - The company recorded an income tax recovery of $3.6 million for the year ended December 31, 2025, due to the impact of the One Big Beautiful Bill Act (OBBBA)[187]. - Income tax benefit decreased by approximately $4.4 million to $(1.6) million in 2025, with an effective tax rate decrease of 2% to 2.4%[214]. - Goodwill impairment was $0 for the year ended December 31, 2025, compared to $65.9 million in 2024, marking a year-over-year decrease of 100%[207]. - The company completed its annual goodwill impairment test on October 1, 2025, and determined there was no goodwill impairment[274]. Debt and Liquidity - Total long-term debt as of December 31, 2025, was approximately $295.2 million, slightly down from $295.7 million in 2024[244]. - Cash on hand as of December 31, 2025, was approximately $26.7 million, with an additional $25.0 million available on the Revolving Credit Facility[242]. - The accrued and unpaid dividends on Series A-1 Preferred Stock as of December 31, 2025, amounted to $47.9 million, compared to $23.8 million in 2024, showing an increase of approximately 101.68%[260]. - The Total Net Leverage Ratio is set to decrease to 5.25:1.00 for periods ended December 31, 2025, and thereafter, down from 6.25:1.00 for earlier periods[249]. - The Company was in compliance with all financial covenants as of December 31, 2025, for both the Credit Facilities and Backstop Notes[250][255]. Operational Metrics - Total Number of Connections increased to 20.9 million as of December 31, 2025, up from 19.7 million in 2024, representing a growth of approximately 6.09%[233]. - Average Connections Count for the year ended December 31, 2025, was 20.3 million, compared to 18.7 million in 2024, indicating a year-over-year increase of about 8.55%[233]. - Estimated Annual Recurring Revenue (eARR) from the sales funnel was approximately $87 million as of December 31, 2025[235]. - Average Revenue per User (ARPU) decreased to $0.93 for the three months ended December 31, 2025, down from $0.97 in 2024, reflecting a decline of about 4.12%[239]. Mergers and Acquisitions - The company entered into a merger agreement on February 26, 2026, with KONA Parent, with each share of common stock to be converted into cash of $9.25 per share[188]. - The closing of the merger transaction is expected during the second or third quarter of 2026, subject to various approvals[193]. Cash Flow Activities - Cash provided by operating activities for the year ended December 31, 2025, increased to $18,487,000 from $9,123,000 in 2024, primarily due to a lower net loss and changes in non-cash adjustments[263][264]. - Cash used in investing activities decreased to $9,590,000 in 2025 from $12,672,000 in 2024, mainly due to lower additions to intangible assets[263][265]. - Cash used in financing activities decreased to $2,068,000 in 2025 from $3,782,000 in 2024, primarily due to reduced share repurchases and lower payments of employee tax withholding related to equity awards[263][266]. Other Considerations - The Company deferred payment of preferred dividends on Series A-1 preferred stock in both 2025 and 2024, as permitted under the terms of the shares[240]. - The company had a total of $71.1 million in purchase commitments payable that were not recorded as liabilities on the consolidated balance sheet as of December 31, 2025[267]. - The company’s revenue is primarily derived from IoT Connectivity and IoT Solutions, recognized under ASC 606[284][285]. - The company had significant judgments and estimates regarding income taxes, which could materially impact financial statements[279][280].

Financial Performance - Revenue for Q4 2025 was $73.9 million, roughly flat compared to the same period last year, while Total Connections increased to 20.9 million, up 6% from 19.7 million[4] - Net Loss for Q4 2025 decreased to $18.5 million, an improvement of $7.0 million or 27% from the same period last year[4] - Adjusted EBITDA for Q4 2025 increased to $17.7 million, up $3.7 million or 26% from the same period last year[4] - Full year revenue totaled $285.9 million, compared to $286.1 million one year ago[4] - Net Loss for the full year was $63.0 million, an improvement of $83.1 million or 57% from $146.1 million one year ago[4] - Adjusted EBITDA for the full year was $63.3 million, an increase of $10.2 million or 19% from the previous year[4] Cash Flow and Expenditures - Free Cash Flow for the full year was $8.9 million, an improvement of $12.4 million year over year[4] - Net cash provided by operating activities for Q4 2025 was $10,449,000, compared to $2,057,000 in Q4 2024, representing a significant increase[22] - Free Cash Flow for Q4 2025 reached $7,844,000, up from $1,562,000 in Q4 2024[22] - For the twelve months ended December 31, 2025, net cash provided by operating activities was $18,487,000, compared to $9,123,000 in 2024, indicating strong operational performance[22] - The company achieved a Free Cash Flow of $8,897,000 for the full year 2025, a turnaround from a negative Free Cash Flow of $(3,549,000) in 2024[22] - Total capital expenditures for the twelve months ended December 31, 2025 were $9,590,000, down from $12,672,000 in 2024[22] Business Developments - The company entered into a Merger Agreement with KONA Parent, L.P. for an all-cash transaction with an enterprise value of approximately $726 million[6] - Total Connections for the full year remained at 20.9 million, consistent with the end of Q4 2025[5] - IoT Connectivity revenue for Q4 2025 was $57.2 million, representing 78% of total revenue[5]

Financial Performance - Nakamoto reported a total revenue of $444,924 for Q4 2025, a decrease from $603,887 in Q4 2024[9] - For the year ended December 31, 2025, total revenue was $1.82 billion, a decrease from $2.72 billion in 2024[15] - Revenue for Q4 2025 was $444.9 million, a decrease of 26.4% compared to $603.9 million in Q4 2024[27] - The net income for Q4 2025 was $37.3 million, compared to a net loss of $1.0 million in Q4 2024[27] - The company reported a basic net income per share of $0.07 for Q4 2025, compared to a loss of $0.17 per share in Q4 2024[27] - The company reported a total non-operating income of $198.0 million for Q4 2025, compared to $21.1 million in Q4 2024[27] Operating Expenses and Losses - Operating expenses for Q4 2025 totaled $161.2 million, compared to $1.6 million in Q4 2024, primarily driven by compensation and administrative costs[9] - Total operating expenses for Q4 2025 were $161.2 million, significantly higher than $1.6 million in Q4 2024, primarily due to a loss on change in fair value of digital assets of $142.6 million[27] - The adjusted operating loss (non-GAAP) for Q4 2025 was $5.2 million, reflecting a significant increase in operational focus on Bitcoin-related activities[9] - Adjusted operating loss (non-GAAP) for the year was $(13.6) million, excluding certain expenses[25] - Operating loss for the year ended December 31, 2025 was $197.1 million, compared to a loss of $3.3 million for the year ended December 31, 2024[27] Digital Assets and Investments - The company experienced a loss on changes in the fair value of digital assets amounting to $142.6 million, reflecting a decline in Bitcoin value from $114,078 to $87,519[10] - The loss on changes in fair value of digital assets was $166.2 million, reflecting a decline in Bitcoin value from an average purchase price of $118,171 to $87,519[16] - The company incurred a loss on investments of $10.8 million in Q4 2025, while there were no such losses reported in Q4 2024[27] - Nakamoto continues to view its Bitcoin holdings as a long-term strategic treasury asset, separating long-term exposure from short-term liquidity needs[20] Strategic Initiatives and Acquisitions - The company initiated an exit from its legacy Healthcare Operations, which is expected to reduce operating losses and streamline its cost structure[11] - Nakamoto completed the acquisitions of BTC Inc and UTXO Management in February 2026, enhancing its media, asset management, and advisory capabilities[6] - The company aims to reinvest operating cash flow into growth initiatives and Bitcoin accumulation, enhancing capital allocation flexibility[6] - Nakamoto's strategic transformation includes a focus on building a scalable Bitcoin-native operating business with diversified revenue streams[5] - Management expects improved operating performance as the integration of new subsidiaries progresses and the cost structure is streamlined[8] - The company plans to expand its market presence and explore new product development opportunities in the upcoming fiscal year[27] Shareholder Information - As of March 27, 2026, shares outstanding increased to 690,018,254, with fully diluted shares at 892,723,518[21] - Fully diluted shares outstanding increased to 526.1 million as of December 31, 2025, from 511.6 million in the previous quarter[28] - As of December 31, 2025, the company's enterprise value was $341 million, with a market capitalization of $154 million and notes payable of $210 million[21] Transaction-Related Costs - Transaction-related expenses amounted to $5.0 million, primarily due to costs associated with the Nakamoto merger[18] - Operating losses in healthcare operations were driven by decreased cash-pay patient services and the closure of one clinic[18]

Macroeconomic Factors - The company is significantly affected by macroeconomic factors such as inflation, tariffs, and supply chain disruptions, which could negatively impact sales and profitability [56]. - Over half of the goods sold by the company originate from China, making it particularly vulnerable to changes in U.S. trade policy and tariffs [57]. - Consumer spending is influenced by various external factors, including rising costs of living and consumer confidence, which could affect demand for merchandise [58]. - The company faces risks associated with importing merchandise, including increased tariffs and supply chain disruptions due to geopolitical conflicts [81]. Competition and Market Dynamics - The retail industry is highly competitive, with increasing pressures from both traditional and online retailers, which could impact the company's market share [60]. - The company must effectively advertise and market its business to drive customer traffic, as competitors may have more resources for marketing [70]. Operational Challenges - The company faces challenges in effectively managing inventory levels, which could lead to excess inventory and markdowns, adversely affecting profit margins [72]. - Labor shortages and increased turnover rates could negatively impact the company's ability to execute its retail strategies and manage costs [66]. - Disruptions in the supply chain or information systems could adversely affect the company's ability to process sales and deliver products in a timely manner [77]. Technology and Cybersecurity - Cybersecurity threats pose risks to the company's operations and could lead to significant legal and financial repercussions if data breaches occur [74]. - The company is making technology investments to improve or replace key information processes and systems, which are critical for managing business operations [78]. - Cybersecurity threats pose significant risks to the company's information systems, potentially leading to operational disruptions and reputational damage [76]. Financial Position and Strategy - The company relies on strong cash flows from operations to support growth plans, capital expenditures, and shareholder returns [86]. - The company must maintain sufficient liquidity to support its operations, capital investments, and stock repurchase programs [86]. - A hypothetical 100 basis point increase or decrease in prevailing market interest rates would not have a material negative impact on the company's financial position or results of operations [181]. Geographic Concentration and Risks - The company has a concentration of store locations in California, Texas, and Florida, which together account for almost 50% of its stores, exposing it to risks from natural disasters [88]. Growth Strategy - The growth strategy relies on expanding into new geographic markets, which may involve higher costs and operational inefficiencies [65]. Legal and Regulatory Risks - The company is subject to various legal and regulatory risks, including compliance with consumer product safety laws, which could result in product recalls and increased costs [89].