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]

IPO and Trust Account - The company completed its Initial Public Offering (IPO) on April 25, 2025, raising gross proceeds of $300,150,000 from the sale of 30,015,000 Public Units at $10.00 per unit[22]. - A total of $301,650,750, including proceeds from the IPO and a private placement, was placed in a Trust Account[24]. - The total amount of $301,650,750 from the IPO and Private Placement was placed in a Trust Account, which may only be invested in U.S. government securities or money market funds until the completion of a Business Combination[204]. - The company has until April 25, 2027, to complete a Business Combination, or it will cease operations and redeem Public Shares at a price equal to the amount in the Trust Account[205]. - As of December 31, 2025, the company held marketable securities in the Trust Account amounting to $309,996,143, which includes $8,345,393 of interest income[214]. - The expected pro rata redemption price for Public Shares is approximately $10.33 as of December 31, 2025, before taxes payable[174]. - The redemption price upon dissolution is estimated to be approximately $10.33 per share as of December 31, 2025[139]. - The Trust Account is protected to ensure that the amount per Public Share does not fall below $10.05, with potential liabilities from the Sponsor if claims reduce the Trust Account value[141]. Business Combination Details - The company must complete its initial Business Combination by April 25, 2027, or face termination and distribution of Trust Account amounts[25]. - The Abra Business Combination involves a merger where Abra will become a wholly-owned subsidiary, with a total consideration of $750,000,000 in SPAC Common Stock[30]. - The company and Abra will seek to raise at least $150 million in Transaction Financing during the Interim Period[41]. - The Abra Business Combination is subject to conditions including shareholder approval and regulatory approvals, with a minimum cash proceeds requirement of $40 million after expenses[43]. - The Abra BCA can be terminated if the Closing does not occur by October 15, 2026, or under other customary circumstances[45]. - The company anticipates structuring its initial Business Combination to acquire 100% of the equity interests or assets of the target business[86]. - The company may redeem 100% of the Public Shares if it fails to complete the initial Business Combination within the specified period[84]. - The company may continue to seek a Business Combination with a different target if the initial Business Combination is not completed[134]. Shareholder Rights and Redemption - The company will provide public shareholders the opportunity to redeem their shares in connection with the Abra Business Combination[38]. - Public Shareholders can redeem their shares regardless of their voting decision on the proposed transaction[121]. - Shareholders will have the opportunity to redeem their Public Shares either through a general meeting or a tender offer upon completion of the initial Business Combination[116]. - The company may conduct redemptions without a shareholder vote under certain conditions, but will seek approval if required by law or stock exchange rules[103]. - Public Shareholders are limited to redeeming no more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[128]. - The company’s Sponsor, directors, and officers have agreed to waive their redemption rights concerning their shares in connection with the initial Business Combination[113]. Management and Team - The management team will consist of seven directors post-merger, including three designated by Abra and one independent director[40]. - The Management Team has a proven track record in identifying undervalued companies and maximizing operating results[58]. - The company aims to leverage its proprietary deal sourcing network to identify attractive target businesses within the consumer industry[59]. - The management team has communicated with their networks to identify potential business combination opportunities, including the Abra Business Combination[70]. Financial Position and Risks - The company has $309,996,143 available for a Business Combination as of December 31, 2025, before redemptions and taxes[90]. - The company may face significant dilution for public shareholders due to the conversion of Founder Shares and potential additional equity issuances[66]. - The time and costs associated with completing the initial business combination are currently uncertain, which may affect the company's financial position[78]. - The company may need to raise additional funds through private offerings of debt or equity securities to complete its initial Business Combination[91]. - The company may incur significant dilution for Public Shareholders if additional funds are raised through equity or convertible debt issuances[91]. - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses due to financial resource constraints[146]. - The company may face challenges in obtaining additional financing for the initial Business Combination or funding operations of the target business, which could lead to restructuring or abandonment of the Business Combination[158]. Compliance and Regulatory Matters - The company is required to file periodic reports with the SEC, including audited financial statements, as part of its reporting obligations under the Exchange Act[148]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[153]. - The company is subject to changing laws and regulations that have increased costs and risks of non-compliance[166]. - The company may face substantial compliance obligations under the Sarbanes-Oxley Act, increasing the time and costs associated with completing the initial Business Combination[164]. Market and Economic Conditions - Recent fluctuations in inflation and interest rates could complicate the consummation of the initial Business Combination[159]. - Geopolitical conditions, such as the Russia-Ukraine conflict, may materially adversely affect the company's ability to find a target business[176]. - The company is subject to risks associated with geopolitical tensions, which could impact its ability to complete a Business Combination[180]. Operational History and Future Outlook - The company has not generated any revenues to date and has only engaged in organizational activities and efforts related to the Initial Public Offering and identifying acquisition candidates[209]. - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[209]. - The company has a potential for up to $1,500,000 in Working Capital Loans, which may be converted into units of the post-Business Combination entity at a price of $10.00 per unit[219]. - The company completed its Initial Public Offering (IPO) on April 25, 2025, raising gross proceeds of $300,150,000 from the sale of 30,015,000 Public Units at a price of $10.00 per unit[202].

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

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

Financial Performance - Digi Power X reported fiscal year 2025 financial highlights with cash and cash equivalents of $78.5 million, a 4,507% increase from $1.7 million in FY 2024[12] - Total assets grew by 291% to $134.1 million, while shareholders' equity expanded by 453% to $123.3 million[12] - The company ended FY 2025 with zero debt, compared to $0.2 million in FY 2024, marking a significant shift to a debt-free status[12] - Total revenue for FY 2025 was $34.2 million, an 8% decrease from $37.0 million in FY 2024, as the company intentionally pivoted its business model[12] - Digi Power X has $78 million in cash and cash equivalents, with zero debt outstanding, indicating a strong liquidity position[38] - The company has incurred $17 million in capital expenditures year to date, fully funded from existing cash without external financing in fiscal 2026[38] - There has been zero share dilution from equity financings in fiscal 2026, emphasizing the company's focus on minimizing shareholder dilution[38] Revenue Streams - Colocation revenue grew by 11% to $17.5 million, while energy revenue surged by 186% to $13.2 million, indicating a successful transition to higher-margin services[12] - Projected annualized revenue run-rate from GPU-as-a-Service and colocation services combined could reach approximately $282 million upon full activation[31] AI Infrastructure Development - The company plans to activate 90 megawatts of colocation capacity and 10 megawatts of GPU-as-a-Service capacity, targeting a total of 100 megawatts of AI infrastructure by 2026 and 2027[30] - The company has secured 400 megawatts of AI capacity across multiple sites in Alabama, Upstate New York, and North Carolina, with regulatory approvals in place[24] - Digi Power X expects to generate its first AI revenues by the end of April 2026, following the completion of GPU testing[29] - Digi Power X owns all four of its sites, securing approximately 400 megawatts of power capacity across its locations[38] - The company is targeting 400 megawatts of AI capacity across Alabama, Upstate New York, and North Carolina as part of its strategic transformation into AI infrastructure[35] Strategic Focus - The company is focused on becoming a leading independent AI infrastructure provider in North America[35] - The company emphasizes the importance of its strategic transformation into AI infrastructure and GPU-as-a-Service[35] Risks and Uncertainties - Forward-looking statements indicate potential risks related to future capital needs and the ability to raise additional capital for AI infrastructure development[40] - Digi Power X's forward-looking information reflects current expectations and is subject to various risks and uncertainties[40] Definitions - Adjusted EBITDA is defined as net income before interest, taxes, depreciation, and amortization, excluding certain non-GAAP items[36]