Market Conditions - As of March 23, 2026, the Baltic Dry Index (BDI) stood at 2,037, up 23.3% from one year ago, indicating improved dry bulk market conditions [36]. - The average one-year time charter rate for an eco-efficient MR tanker was $33,000/day as of mid-March 2026, an increase of nearly $10,000 from early January 2026 [37]. - The product tanker sector has experienced robust market conditions from 2022 through 2024 due to disruptions in trade routes caused by geopolitical conflicts [37]. - The demand for oceangoing vessels is influenced by global economic growth, seasonal demand changes, and the capacity of the global dry bulk and tanker fleets [41]. - An oversupply of product tanker and dry-bulk capacity could lead to reductions in charter rates and vessel values, negatively impacting profitability [51]. - The global dry bulk fleet has significantly increased over the past 10 years, with newbuilding orders substantially rising in 2023 and 2024, potentially leading to declining charter rates if demand does not keep pace [53]. Economic Risks - An economic slowdown or changes in the Asia Pacific region could materially adversely affect the company’s business and financial condition [28]. - The Chinese dry bulk imports have accounted for the majority of global dry bulk transportation growth annually over the last decade, making the company's financial condition sensitive to economic downturns in China [47]. - The IMF forecasts a decline in China's GDP growth from 5.0% in 2025 to 4.5% in 2026 and 4.0% in 2027, which may adversely affect demand for shipping services [55]. - Economic slowdown in the Asia Pacific region, especially in China, may significantly affect the company's operations due to reliance on dry-bulk commodity transport [67]. Operational Risks - The company operates in a highly competitive international market, with a substantial portion of revenues derived from a limited number of customers, increasing the risk of revenue loss [32]. - The company’s revenues are significantly affected by seasonal, cyclical, and volatile charter hire rates in the product tanker and dry-bulk sectors [36]. - The company is exposed to international operational risks that may reduce revenue or increase expenses due to global operations [34]. - The company faces risks from rising inflation, interest rates, and supply chain constraints that could negatively impact financial results [28]. - The company may incur higher crew wages of over $4,000 per day for vessels operating in war zones, impacting operational costs [33]. - Labor interruptions could have a material adverse effect on the company's business, particularly due to the employment of crew members from regions experiencing hostilities [176]. Geopolitical Risks - The company faces risks from geopolitical issues, including conflicts in the Middle East and trade tensions, which could disrupt international shipping and affect financial performance [58]. - The ongoing Ukraine War has led to multiple rounds of sanctions against Russia, which may adversely impact the company's business due to Russia's role as a major exporter of crude oil and natural gas [61]. - The U.S. has imposed sanctions on Russian energy products, including crude oil and natural gas, which may adversely affect the company's operations [62]. - Trade tariffs and economic sanctions could limit trading activities, particularly between the U.S. and countries in the Middle East and Asia, impacting the company's financial condition [64]. - The Ukraine War has led to significant sanctions affecting maritime transportation of Russian oil, limiting operational scope and potential contractual disputes [75]. Environmental Regulations - The International Maritime Organization (IMO) aims to reduce total annual greenhouse gas emissions from international shipping by at least 20% by 2030, striving for 30%, compared to 2008 levels [1]. - The IMO's revised strategy adopted in July 2023 includes a commitment to reach net-zero greenhouse gas emissions from international shipping around or close to 2050 [1]. - Compliance with the IMO's sulfur emissions regulation, effective January 1, 2020, may lead to increased costs for ship owners, including the use of 0.5% sulfur fuels or installation of scrubbers [2]. - The European Union's Emissions Trading Scheme (ETS) for ships will require 40% of allowances to be surrendered in 2025 for the year 2024, increasing to 100% by 2027 for the year 2026 [4]. - The Fuel EU Maritime Regulation mandates a 2% reduction in greenhouse gas intensity of fuel used by covered vessels starting January 1, 2025, with further reductions planned every five years [5]. - The company faces significant compliance costs related to new emission controls and greenhouse gas emissions management programs [6]. Financial Condition - The company’s fleet has a weighted average age of 10.8 years, which may affect competitiveness against newer, more efficient vessels [6]. - The company currently has no vessels on order, but plans to purchase additional vessels as part of growth and fleet renewal plans [154]. - The company may experience difficulties obtaining financing due to tighter lending standards and increased capital requirements in the shipping industry [135]. - The company may issue additional shares of common stock in the future for vessel acquisitions or debt repayment, which could negatively impact the market price of existing shares [202]. - The company does not intend to pay cash dividends on common stock in the near future, with future payments subject to board discretion and compliance with legal requirements [213]. - The company is required to maintain minimum liquidity cash balances of $1.35 million for each vessel borrower as of December 31, 2024 and 2025 [190]. Insurance and Liability - The company carries hull and machinery, protection and indemnity, and war risk insurance on each vessel, but faces risks regarding insurance coverage [169]. - The company does not carry insurance covering the loss of revenues resulting from vessel off-hire time [169]. - The company maintains pollution liability coverage insurance of $1.0 billion per incident for each vessel in its fleet, but catastrophic events could exceed this coverage [171]. - The company may face increased premium payments for insurance based on its claim records, which could result in significant expenses [172]. Corporate Governance - Maritime Investors Corp, controlled by the CEO, owns 58.5% of the total outstanding common stock, potentially limiting other shareholders' influence [166]. - The company’s corporate governance practices are exempt from certain Nasdaq requirements, potentially affecting stockholder protections [220]. - Anti-takeover provisions in the company's Articles of Incorporation and Bylaws may hinder stockholders from replacing the Board of Directors or discourage acquisitions [222].

Financial Results - SES AI Corporation released its financial results for the fiscal year ended December 31, 2025, on March 4, 2026[4]. - The financial statements and exhibits related to the results are included as part of the filing[6]. Shareholder Communication - The company issued a letter to shareholders detailing a business update alongside the financial results[4]. - A press release was also issued on the same date to announce the release of the shareholder letter[4]. - The letter to shareholders is furnished as Exhibit 99.1, and the press release as Exhibit 99.2[6]. Company Information - The company is listed on the New York Stock Exchange under the symbol SES[2]. - SES AI Corporation's Class A common stock has a par value of $0.0001 per share[2]. - The company has warrants exercisable for one share of Class A common stock at an exercise price of $11.50 per share[2]. - The report does not indicate whether SES AI Corporation is an emerging growth company[3]. - The filing is not deemed "filed" for purposes of the Securities Exchange Act of 1934[5].

Competition and Market Dynamics - The company faces significant competition in the provision of educational services, which may adversely affect market share and profitability [44]. - Increased competition in the graduate program landscape may result in pricing pressure and longer sales cycles, negatively impacting revenue [49]. - Changes in government investment strategies in education could increase competition, particularly if public institutions expand and enhance their offerings [64]. - The company’s revenues are highly concentrated in tuition fees for medical courses, making it vulnerable to adverse economic or regulatory factors affecting demand [44]. - The evolving regulatory framework for medical education in Brazil remains uncertain, affecting the authorization of new medical programs and student seats [50]. Economic and Regulatory Environment - Economic uncertainty and political instability in Brazil could harm the company's business and the price of its Class A common shares [47]. - The Brazilian government has significant influence over the economy, and changes in policies or regulations could impact the company's operations [43]. - Recent regulatory changes may create competitive disparities, allowing certain institutions to expand more rapidly or at lower costs than those subject to federal oversight [54]. - Proposed tax reforms, including the introduction of the Goods and Services Tax (IBS) and the Social Contribution on Goods and Services (CBS), may significantly impact the company's tax burden and financial performance [70][72]. - The company is subject to supervision by the Ministry of Education (MEC), which may impose sanctions for non-compliance with regulatory requirements [106]. Financial Performance and Risks - The company may require additional funds to support its expansion strategy, and failure to secure financing could adversely affect growth plans [44]. - The allowance for expected credit losses as a percentage of revenue was 2.6% for the year ended December 31, 2023, indicating potential risks in cash flow due to payment delinquencies [176]. - The company’s ability to collect accounts receivable may be impacted by economic conditions, leading to increased payment defaults and affecting overall financial health [176]. - The company is dependent on the performance of its subsidiaries for dividend distributions, which may be adversely affected if those subsidiaries do not perform positively [186]. - The company approved the distribution of accumulated profit reserves from Brazilian subsidiaries, with payments expected through 2028, to mitigate potential tax burdens from new legislation [188]. Operational Challenges - The company operates a large number of campuses and facilities across multiple regions in Brazil, which presents ongoing operational challenges related to maintenance and safety [88]. - The company is experiencing significant operational expansion, facing challenges in talent acquisition and retention, cash flow management, and internal controls, which could adversely affect financial performance [145]. - The integration of acquired companies poses operational risks that could adversely affect the company’s strategic objectives and financial results [172]. - Ongoing construction and renovation projects require additional licenses, and failure to obtain these could result in delays and increased costs, adversely affecting financial performance [140]. - The company faces risks related to occupational health and safety, which could lead to regulatory consequences and financial liabilities [215]. Compliance and Legal Risks - The company is subject to anti-corruption, anti-bribery, and anti-money laundering laws, which impose significant compliance obligations and risks of liability for violations [94]. - The company is subject to strict consumer protection laws, which could result in penalties and legal proceedings that may harm its reputation and financial condition [132]. - Non-compliance with health and safety standards can result in serious consequences, including potential death or physical injury to individuals on the premises [87]. - The company is required to comply with the Economic Substance Act in the Cayman Islands, which may create significant additional costs and operational impacts [100]. - Regulatory compliance risks related to healthcare and digital health regulations could limit product offerings and increase operational costs [171]. Technology and Innovation - The company must continually update its educational content and digital products to remain competitive, particularly in response to rapid technological changes like artificial intelligence [57]. - The company must continuously update its technology and systems to remain competitive, which is time-intensive and may lead to higher future costs [150]. - Compliance with evolving AI regulations in Brazil may lead to higher operational costs and delays in innovation [229]. - The company’s success in distance learning depends on affordable internet access and the ability to adapt to rapidly changing technologies [221]. - Cybersecurity threats pose significant risks, and a breach could lead to reputational damage and financial losses [154]. Strategic Initiatives and Goals - The company aims to expand operations by acquiring medical higher education institutions and health tech companies, but faces challenges in identifying and integrating suitable acquisitions [44]. - The company is focused on acquiring medical higher education institutions and health tech companies, but faces risks in identifying suitable targets and integrating them effectively [151]. - The integration of acquired companies is ongoing, with all but one (Medical Harbour) fully integrated, and successful integration is crucial for realizing anticipated benefits [153]. - The company aims to achieve gender equity by having women occupy half of managerial positions by 2030 and plans to deliver an additional five million free healthcare consultations by 2030 [148]. - The company’s organic growth strategy includes opening new campuses, which requires substantial investments and poses challenges in maintaining quality standards [178].

Operations and Capacity - The company operates a manufacturing facility of 13,500 square feet, currently at approximately 15% to 20% capacity, with the potential to produce approximately 1.4 billion square inches of product annually at full capacity[19]. - The company maintains a combined corporate office and manufacturing facility in Langhorne, Pennsylvania, leasing approximately 16,500 square feet, with the lease expiring on January 31, 2031[49]. - The company has expanded its business model to include branded consumer products and custom gel opportunities since 2020[174]. Joint Ventures and Partnerships - In May 2023, the company formed a joint venture with CG Laboratories, Inc., owning a 50% interest in CG Converting and Packaging, LLC, to enhance its ability to deliver finished goods[16]. - The company has a joint venture with CG Laboratories, Inc., called CG Converting and Packaging, LLC, which allows it to expand its ability to deliver finished goods to its growing customer base[121]. - The company aims to pursue strategic partnerships to expand its business, but may face challenges in identifying and completing favorable partnerships[80]. Product Development and Innovation - The company has successfully utilized over 200 active ingredient combinations in its hydrogels, which are marketed for various applications including drug delivery and wound care[19]. - The company is developing new products targeting the OTC pharmaceutical drug delivery market, pain management, and cosmetics, among others[22]. - The NEXDrape device, designed for patients with impaired skin, is currently undergoing proof of concept studies and aims to provide a gentler alternative to traditional adhesive surgical drapes[25][26]. - The company plans to file a 510(k) premarket submission with the FDA for both NEXDrape and NEXDerm, an adhesive tape for securing medical devices[26][27]. - Research and development expenses are focused on new product development, with costs expensed as incurred[194]. Financial Performance - Revenues for the year ended December 31, 2025, were $11,421 thousand, an increase of $2,733 thousand or 31.5% compared to $8,688 thousand in 2024[130]. - Gross profit for 2025 was $4,509 thousand, up $1,761 thousand from $2,748 thousand in 2024, with a gross profit margin of approximately 39.5% compared to 31.6% in 2024[132]. - Selling, general and administrative expenses rose by $1,635 thousand or 26.3% to $7,859 thousand in 2025, driven by increases in compensation, advertising, and professional fees[133]. - Net loss attributable to NexGel stockholders improved to $3,000,000 in 2025 from $3,281,000 in 2024, a reduction of 8.6%[167]. - The company expects to continue incurring losses in the near term, raising concerns about its ability to operate as a going concern without additional capital[144]. Market and Competition - The company faces competition from established players like Johnson & Johnson and Procter & Gamble, necessitating strategic partnerships for success in the medical device sector[32]. - The company faces intense competition in the hydrogel manufacturing industry, with no assurance of developing products that achieve greater market acceptance than competitors[63]. - The company’s future success depends on market acceptance of its existing and future products by the medical community and end-users[55]. Regulatory and Compliance - The company is currently registered as a device manufacturer and distributor with the FDA and intends to register as a drug facility when required[42]. - The company is subject to extensive governmental regulations, which can lead to fines, product recalls, and delays in new product approvals[70]. - The company is subject to various environmental regulations and has made significant investments to comply, but future costs are unpredictable[43]. Employee and Corporate Governance - The company recognizes the importance of its employees as a key asset in achieving strategic goals and is focused on developing a high-performance culture[48]. - The company’s principal stockholders, officers, and directors own approximately 16.3% of its stock, potentially influencing decisions that may not align with other shareholders' interests[87]. Risks and Challenges - The company has identified material weaknesses in its internal control over financial reporting, which could lead to errors in financial statements[88]. - The company may face significant product liability claims, which could incur substantial expenses and harm its reputation[75]. - The company has limited sales, marketing, and distribution capabilities, which may adversely affect its financial condition if not addressed[74]. - The company is reliant on two manufacturers for key ingredients in its hydrogels, which poses risks of supply interruptions and increased costs[76]. Shareholder Information - The company has over 983 shareholders of record and 8,163,458 shares of common stock outstanding as of March 31, 2026[114]. - The company has issued 907,111 shares of common stock upon the exercise of outstanding stock options at a weighted average exercise price of $2.94 per share, and 5,142,940 shares upon the exercise of warrants at a weighted average exercise price of approximately $5.11 per share[97]. Revenue Recognition and Accounting - The company recognizes revenue primarily from contract manufacturing, custom and white label finished goods, and branded consumer products, with revenue recognized upon shipment to customers[212]. - The company continues to monitor marketplace changes to adjust return estimates appropriately, indicating proactive risk management[214].

Acquisition Plans and Financial Risks - The company expects to incur significant costs in pursuit of its acquisition plans and may depend on loans from affiliates to fund operations if IPO proceeds are insufficient [81]. - The target business must have a fair market value equal to at least 80% of the funds in the trust account at the time of the definitive agreement execution, which may limit potential acquisition opportunities [91]. - The company is not required to obtain an independent valuation of the target business, relying instead on the judgment of its board of directors to determine fair market value [92]. - The company may seek acquisition opportunities with early-stage or financially unstable businesses, which could lead to volatile revenues and operational risks [90]. - The company has not yet selected a specific target business, making it difficult to evaluate the merits or risks of potential acquisitions [86]. - If the company fails to secure necessary loans from sponsors or management, it may be unable to complete its initial business combination [83]. - The company may incur substantial debt to complete the initial business combination, which could adversely affect its leverage and financial condition [102]. - The lack of diversification from completing a single business combination may expose the company to significant economic, competitive, and regulatory risks [103]. - The company may face additional costs and risks if attempting to complete multiple business combinations simultaneously [104]. - Pursuing a business combination with a private company may result in acquiring a company that is not as profitable as anticipated due to limited available information [105]. - The company may seek to complete business combinations with complex entities, which could delay or prevent achieving desired operational improvements [106]. - If the initial business combination involves a business outside the United States, the company may face additional risks related to legal enforcement and jurisdiction [113]. - The company may face challenges in managing cross-border operations, which could negatively impact financial and operational performance due to higher costs and complexities [115]. - Potential re-domiciliation to another jurisdiction could lead to difficulties in enforcing legal rights and may result in significant business losses [116]. - Migration to a different jurisdiction may impose taxes on shareholders, complicating the repatriation of earnings and income [117]. - Unpredictable legal systems in many countries could adversely affect the company's operations and financial condition [118]. - Economic and political uncertainties, including tariffs and regulatory changes, could materially affect the ability to identify potential targets and the financial performance of those targets [123]. Shareholder and Redemption Risks - If the initial business combination is not completed by the Extended Date, public shareholders may receive approximately $10.30 per share or less upon liquidation of the trust account [82]. - If the company cannot complete the initial business combination, it may be forced to liquidate, and shareholders could receive less than $10.30 per share [89]. - The company’s public shareholders may face delays in redemption if the initial business combination is not consummated by the Extended Date [85]. - The company anticipates that if the initial business combination is not completed, public shareholders may receive approximately $10.30 per share upon liquidation of the trust account [94]. - If the initial business combination is not consummated, the founder shares will be worthless, while public shareholders will receive a pro rata distribution from the trust account [101]. - The trust account funds may be subject to claims from third parties, potentially reducing the per-share redemption amount below $10.30 [182]. - If claims against the trust account are successful, the funds available for the initial business combination could be reduced, impacting shareholder returns [184]. - Shareholders may be held liable for claims against the company to the extent of distributions received upon redemption of their shares [186]. Management and Governance - The company has a provision allowing amendments to its memorandum and articles of association with a two-thirds majority vote, which is a lower threshold compared to many blank check companies [134]. - Initial shareholders collectively own 20% of the total founder shares and Class A ordinary shares, which may facilitate amendments to the company's governing documents [135]. - The company’s board of directors is divided into three classes, with only one class being appointed each year, potentially limiting shareholder influence prior to the initial business combination [141]. - Shareholders may not have the opportunity to vote on director appointments until after the initial business combination is completed [148]. - The management team is dependent on a small group of individuals, and their departure could adversely affect the company's operations and ability to complete a business combination [172]. - The ability to successfully complete the initial business combination is dependent on the efforts of key personnel, whose loss could negatively impact operations and profitability [173]. - Key personnel may negotiate employment agreements that could create conflicts of interest in selecting target businesses [174]. - Executive officers and directors are not required to commit full time to the company's affairs, potentially limiting their ability to complete the initial business combination [175]. - Conflicts of interest may arise as executive officers and directors may be affiliated with other entities engaged in similar business activities [176]. - There is a risk that business opportunities may be presented to other entities before being presented to the company, due to fiduciary duties [177]. Financial Reporting and Compliance - The company must comply with Sarbanes-Oxley Act requirements, which may increase the time and costs associated with completing an acquisition [150]. - The requirement to furnish financial statements may limit the pool of potential target businesses for acquisition [149]. - The company is classified as an emerging growth company, which may make its securities less attractive to investors [189]. - The company is classified as an "emerging growth company" and may take advantage of certain exemptions from reporting requirements, which could affect the attractiveness of its securities to investors [190]. - The company has not opted out of the extended transition period under the JOBS Act, allowing it to adopt new or revised financial accounting standards at the same time as private companies [191]. - As a "smaller reporting company," the company can provide only two years of audited financial statements and will maintain this status until certain market value or revenue thresholds are exceeded [192]. - Changes in laws or regulations could adversely affect the company's business operations and its ability to complete a business combination [193]. - If deemed an investment company under the Investment Company Act, the company would face burdensome compliance requirements and may abandon efforts to complete a business combination [194]. - The company has instructed the trustee to liquidate securities in the Trust Account to mitigate the risk of being classified as an investment company, which may reduce the amount available to shareholders upon liquidation [196]. - Until October 2024, funds in the Trust Account were held in U.S. government treasury obligations, but will now be held in an interest-bearing demand deposit account, potentially reducing interest income [197]. - The company may be classified as a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. investors [198]. - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a "going concern" due to liquidity concerns and the potential for mandatory liquidation [199]. Market and Competitive Environment - Increased competition among special purpose acquisition companies (SPACs) may lead to a scarcity of attractive targets, raising costs and complicating the identification of suitable acquisition opportunities [121]. - Changes in the market for directors and officers liability insurance could increase costs and complicate negotiations for initial business combinations [126]. - The absence of a specified maximum redemption threshold may allow the company to complete business combinations that a majority of shareholders do not support [129]. - Provisions in the company's amended articles may inhibit takeovers, potentially limiting share price appreciation and entrenching management [130]. - The price of the company's securities may vary significantly due to geopolitical events, including the invasion of Ukraine and the conflict in Israel, which could adversely affect liquidity and market conditions [157]. - The company may redeem outstanding public warrants at a price of $0.01 per warrant if the closing price of Class A ordinary shares exceeds $18.00 for 20 trading days within a 30-day period [161]. - If the company does not maintain a current prospectus for Class A ordinary shares, holders may only exercise warrants on a "cashless basis," resulting in fewer shares received [158]. - The company is authorized to issue up to 200 million Class A ordinary shares, which may significantly dilute existing shareholders' equity interests if additional shares are issued [169]. - The company may issue additional Class A ordinary shares under an employee incentive plan after the initial business combination, which could further dilute existing shareholders [168]. - The existence of registration rights for sponsors may complicate the completion of the initial business combination and adversely affect the market price of Class A ordinary shares [170]. - The company may amend the terms of the public warrants with the approval of at least 65% of the holders, which could adversely affect the interests of existing warrant holders [166]. - Past performance of the management team is not indicative of future performance, and investors should not rely on historical records as a guarantee of success [171]. - Cyber incidents or attacks could lead to information theft, operational disruption, and financial loss, as the company may not have sufficient resources to protect against such vulnerabilities [200].

Acquisition Plans and Financial Risks - The company expects to incur significant costs in pursuit of its acquisition plans and may depend on loans from affiliates to fund operations if IPO proceeds are insufficient [81]. - The target business must have a fair market value equal to at least 80% of the funds in the trust account at the time of the definitive agreement execution, which may limit potential acquisition targets [91]. - The company is not required to obtain an independent valuation of the target business, relying instead on the judgment of its board of directors to determine fair market value [92]. - The company may seek acquisition opportunities with early-stage or financially unstable businesses, which could expose it to volatile revenues and operational risks [90]. - The company has not yet selected a specific target business, making it difficult to evaluate the merits or risks associated with potential acquisitions [86]. - The company may incur substantial debt to complete the initial business combination, which could adversely affect its leverage and financial condition [102]. - The lack of diversification from completing a single business combination may expose the company to significant economic, competitive, and regulatory risks [103]. - The company may face increased costs and risks if attempting to complete multiple business combinations simultaneously [104]. - Pursuing a business combination with a private company may result in limited information, potentially leading to an acquisition that is less profitable than expected [105]. - If the initial business combination involves a foreign entity, the company may face additional risks related to legal enforcement and jurisdiction [113]. - The company may face challenges in managing cross-border operations, which could negatively impact financial and operational performance due to higher costs and complexities [115]. - Economic and political uncertainties, including tariffs and regulatory changes, could materially affect the ability to identify potential targets and the financial performance of those targets [123]. - The company may face challenges in obtaining additional financing for its initial business combination, which could lead to restructuring or abandonment of the transaction [139]. Shareholder Redemption and Liquidation - If the initial business combination is not completed by the Extended Date, public shareholders may receive approximately $10.30 per share or less upon liquidation of the trust account [82]. - If the company cannot complete the initial business combination, it may be forced to liquidate, and shareholders could receive less than $10.30 per share [89]. - The company anticipates that if the initial business combination is not completed, public shareholders may receive approximately $10.30 per share upon liquidation of the trust account [94]. - The company’s public shareholders may face delays in redemption if the initial business combination is not consummated by the Extended Date [85]. - If the initial business combination is not consummated, the founder shares will be worthless, while public shareholders will receive a pro rata distribution from the trust account [101]. - Claims against the company could reduce the per-share redemption amount received by shareholders, potentially below $10.30 per share [182]. - If the trust account funds are reduced due to claims, the amount available for public shareholders could be less than initially expected [184]. - Public shareholders may only receive funds from the trust account under specific circumstances, potentially leading to losses if they need to liquidate their investment [181]. Corporate Governance and Control - The company has a provision allowing amendments to its memorandum and articles of association with a two-thirds majority vote, which is a lower threshold than many blank check companies that require 90%-100% approval [134]. - Initial shareholders collectively own 20% of the total founder shares and Class A ordinary shares, which may facilitate amendments to the company's governing documents [135]. - The absence of a specified maximum redemption threshold may allow the company to complete business combinations that a majority of shareholders do not support [129]. - Provisions in the company's amended articles may inhibit takeovers, potentially limiting share prices and entrenching management [130]. - The company may not maintain control of a target business post-combination, potentially leading to challenges in management and operations [124]. Financial Instruments and Market Conditions - The company has issued 8,900,000 private placement warrants, each exercisable for one Class A ordinary share at $11.50 per share [98]. - The company issued 7,666,666 warrants as part of its IPO and an additional 8,900,000 private placement warrants, which could affect the attractiveness of the company as an acquisition vehicle [142]. - Changes in the fair value of warrants, now classified as liabilities, may lead to material fluctuations in financial results and affect the market price of Class A ordinary shares [143]. - The company may have difficulties completing an initial business combination if it needs to issue additional shares at a price below $9.20, which would adjust the exercise price of the warrants [145]. - The company may issue additional Class A ordinary shares, potentially diluting existing shareholders' interests and affecting market prices [169]. - The grant of registration rights to sponsors may complicate the completion of the initial business combination and adversely affect the market price of Class A ordinary shares [170]. Legal and Regulatory Risks - The company is incorporated in the Cayman Islands, which may limit shareholders' ability to protect their rights through U.S. federal courts [151]. - The rights of shareholders and fiduciary responsibilities of directors are governed by Cayman Islands law, which differs from U.S. laws and may affect shareholder actions [152]. - The company may face challenges in protecting public shareholders' interests compared to U.S. companies due to legal limitations in the Cayman Islands [156]. - Changes in laws or regulations could adversely affect the company's business operations and its ability to complete a business combination [193]. - If deemed an investment company under the Investment Company Act, the company would face burdensome compliance requirements and may abandon efforts to complete a business combination [194]. - The company has instructed the trustee to liquidate securities in the Trust Account to mitigate the risk of being classified as an investment company, which may reduce the amount available to shareholders upon liquidation [196]. - The company may be classified as a passive foreign investment company (PFIC), which could lead to adverse U.S. federal income tax consequences for U.S. investors [198]. Management and Operational Risks - The management team's past performance is not indicative of future success in identifying suitable business combinations [171]. - The company's operations depend on a small group of executives, and their departure could adversely affect operations [172]. - The company's ability to successfully complete its initial business combination depends on the efforts of key personnel, whose loss could negatively impact operations and profitability [173]. - Key personnel may negotiate employment agreements that could create conflicts of interest in selecting target businesses [174]. - Executive officers and directors are not required to commit full time to the company's affairs, which may limit their ability to complete the initial business combination [175]. - Conflicts of interest may arise as executive officers and directors could be affiliated with other entities engaged in similar business activities [176]. - The personal and financial interests of directors and officers may influence their motivation in identifying and selecting target businesses [180]. Cybersecurity and Operational Concerns - Cyber incidents or attacks could lead to information theft, operational disruption, and financial loss, as the company may not have sufficient resources to protect against such vulnerabilities [200]. - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a "going concern" due to liquidity concerns and the potential for mandatory liquidation [199]. Emerging Growth Company Status - The company is classified as an emerging growth company, which may make its securities less attractive to investors [189]. - The company is classified as an "emerging growth company" and may take advantage of certain exemptions from reporting requirements, which could affect the attractiveness of its securities to investors [190]. - The company has not opted out of the extended transition period under the JOBS Act, allowing it to adopt new or revised financial accounting standards at the same time as private companies [191]. - As a "smaller reporting company," the company can provide only two years of audited financial statements and will maintain this status until certain market value or revenue thresholds are exceeded [192].

Financial Performance - For the year ended December 31, 2025, the Company reported revenues of $0, a decrease from $40 in 2024, primarily due to a lack of significant commercial activity [391]. - The Company recorded a net loss attributable to common stockholders of $462.8 million for 2025, compared to a net loss of $10.5 million in 2024, driven by a non-cash loss of $389.7 million from the change in fair value of a derivative liability [402]. - Other income (expense), net for 2025 totaled $(392.9) million, a decrease of $395.4 million from $2.5 million in 2024, mainly due to a non-cash loss from the change in fair value of a derivative liability [399]. Expenses - Research and development expenses for 2025 were $31, a decrease of $801 or 96% from $832 in 2024, reflecting a focus on strategic transaction and integration activities [392]. - General and administrative expenses increased to $67.5 million in 2025, up $55.9 million or 481% from $11.6 million in 2024, largely due to non-cash stock-based compensation of approximately $57.1 million [393]. - Depreciation and amortization expense for 2025 totaled $3.5 million, an increase of $3.3 million or 1780% from $188 in 2024, primarily due to the acquisition of Streamex Exchange [398]. Strategic Activities - The Company completed the acquisition of Streamex Exchange Corporation on May 28, 2025, expanding its focus to tokenized finance and the digitization of real-world assets [383]. - The Company continues to evaluate strategic alternatives for its legacy subsidiaries, with ViralClear's business currently dormant and BioSig AI's operations on hold [385]. - The company expects to continue incurring operating losses and negative cash flows until the Streamex Exchange and PURE EP™ Platform achieve sustained commercial success [404]. Capital and Funding - The company completed an underwritten public offering in January 2026, generating net proceeds of approximately $37.2 million, and eliminated its outstanding secured debt [405]. - The company sold marketable securities for approximately $10.1 million and restricted gold assets for approximately $26.4 million [405]. - The company issued an aggregate principal amount of $50.0 million in secured convertible debentures during 2025 [409]. - The company completed a public offering of 3,852,149 shares at a price of $3.90 per share in August 2025, generating gross proceeds of approximately $15.0 million [416]. - The company closed an underwritten public offering of 11,666,667 shares at $3.00 per share in January 2026, with aggregate gross proceeds of $40.25 million [418]. - The company repurchased warrants for cash during the fourth quarter of 2025, totaling approximately $8.0 million, which reduced liquidity [414]. - The company anticipates future capital requirements will depend on several factors, including the timing of Streamex Exchange's development and commercialization activities [419]. Asset Management - As of December 31, 2025, the Company had working capital of approximately $29.1 million and cash of $20.3 million [403]. - The purchase price allocation for the Streamex Exchange acquisition remains preliminary, with significant judgment involved in valuing intangible assets and goodwill [421]. Development and Future Plans - The Streamex Exchange platform, which supports the tokenization of real-world assets, had not generated revenue as of December 31, 2025, but launched the GLDY token in 2026 [387]. - The company has increased spending to accelerate the development of the Streamex Exchange platform, which will increase near-term cash requirements [406].

Financial Performance - The company reported a significant increase in revenue, with a year-over-year growth of 25% to $500 million in Q4 2023[1] - The company anticipates a revenue growth of 20% for the next fiscal year, projecting revenues to reach $600 million[3] - The gross margin improved to 60%, up from 55% in the previous quarter, reflecting better cost management[8] User Growth - User data showed a 15% increase in active users, reaching 2 million by the end of the quarter[2] Research and Development - Investment in research and development increased by 30%, totaling $50 million, focusing on new product innovations[4] Market Expansion - The company plans to expand its market presence in Asia, targeting a 10% market share by 2025[5] Strategic Acquisitions - A strategic acquisition of a smaller competitor was completed for $100 million, expected to enhance product offerings[6] Product Development - The company introduced two new products, which are projected to generate an additional $20 million in revenue in the next quarter[7] Cost Management - The company aims to reduce operational costs by 15% through efficiency improvements in the supply chain[9] Customer Retention - Future guidance includes maintaining a strong focus on customer retention strategies, aiming for a 90% retention rate[10]

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].

Revenue and Income - The Company reported revenues from rent for the leased property of $103,000 in 2025, up from $101,000 in 2024, indicating a 1.98% increase[37] - Management fees from oil and gas operations increased to $52,000 in 2025 from $45,000 in 2024, reflecting a 15.56% growth due to higher oil and gas sales[37] - Total revenues for 2025 increased to $155,000 from $146,000 in 2024, representing a growth of approximately 6.16%[112] - The Company recognizes revenue from rental income and consulting management fees, with revenue from property leases recognized monthly and consulting fees quarterly[126] - The company reported operating revenue of $155,000 for the year ended December 31, 2025, an increase from $146,000 in 2024, representing a growth of approximately 6.16%[150] - Other income in 2025 included $50,000 from a previously written-off note receivable, compared to $6,000 in 2024[150] Expenses - Operating expenses for the real estate property rose to $56,000 in 2025 from $48,000 in 2024, a 16.67% increase[38] - General and administrative expenses increased to $364,000 in 2025 from $335,000 in 2024, representing an 8.67% rise[38] - Total operating expenses increased to $420,000 in 2025 from $383,000 in 2024, which is an increase of 9.67%[112] - Corporate general and administrative expenses for 2025 totaled $364,000, up from $335,000 in 2024, marking an increase of approximately 8.66%[150] Net Loss and Deficit - The net loss applicable to common shares for 2025 was $46,000, compared to a net loss of $18,000 in 2024, indicating a worsening of 155.56%[112] - The accumulated deficit as of December 31, 2025, was $59,140, compared to $59,094 in 2024, indicating a slight increase in the deficit[108] - The Company incurred net losses of $46,000 and $18,000 for the years ended December 31, 2025 and 2024, respectively, with no income tax expense recorded due to net operating loss carryforwards[142] Assets and Liabilities - Current assets as of December 31, 2025, were $396,000, compared to $372,000 in 2024, showing a 6.45% increase[36] - Current liabilities increased to $69,000 in 2025 from $57,000 in 2024, a rise of 21.05%[36] - Cash and cash equivalents totaled $383,000 at December 31, 2025, up from $363,000 in 2024, marking a 5.51% increase[36] - The company’s total assets decreased to $4,560,000 in 2025 from $4,594,000 in 2024, a reduction of 0.74%[106] - The company’s total liabilities and stockholders' equity remained stable at $4,560,000 in 2025 compared to $4,594,000 in 2024[108] Cash Management - The Company maintains cash balances at financial institutions insured up to $250,000, which may occasionally exceed insured limits[149] - The Company has a note receivable of $3.5 million, which is crucial for meeting current cash obligations[122] - Cash and cash equivalents at the end of 2025 were $383,000, up from $363,000 at the end of 2024, reflecting an increase of 5.51%[116] Corporate Governance - The Company has a majority of independent directors on its Board, adhering to NYSE American Stock Exchange listing rules[52] - The Audit Committee consists of independent members, with Dan Locklear qualifying as an "audit committee financial expert" under SEC regulations[55] - All transactions between the Company and any officer or director must be approved by independent members of the Board[85] - The Company has adopted a code of ethics applicable to all directors, officers, and employees, which is available on its website[69] - The Audit Committee was formed on December 12, 2003, to review the Company's operating and accounting procedures[64] Compensation - Gene S. Bertcher, the Chairman and CEO, received a total compensation of $60,000 for both 2025 and 2024, with no additional equity awards or bonuses reported[73] - Each non-employee director is compensated with a fee of $2,500 per year plus $2,000 for each board meeting attended[78] Consulting and Services - The Company engages Pillar for services such as payroll processing and insurance, aiming for lower costs and better service[83] - The fee for services provided by Pillar Income Asset Management for the year ended December 31, 2025, was $36,000[137] Shareholder Information - Realty Advisors, Inc. holds 400,000 shares, representing approximately 7.79% of the Company's outstanding common stock as of March 23, 2026[80] - The Company has no beneficial ownership of common stock reported by its directors and executive officers as of March 23, 2026[82] Financial Performance - Segment operating income for 2025 was a loss of $46,000, an improvement from a loss of $18,000 in 2024[150] - In Q4 2025, the company achieved revenue of $38,000, consistent with Q1 and Q3, while Q2 revenue was slightly higher at $40,000[152] - The income (loss) allocable to common shareholders for Q4 2025 was $12,000, a significant turnaround from a loss of $19,000 in Q4 2024[152] - The company maintained a consistent income (loss) per common share of $0.01 for all quarters in 2025, compared to a mix of positive and negative results in 2024[152]