UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K I.R.S. Employer Identification No. 4514 Cole Avenue, Suite 1600 Dallas, Texas 75204 Address of Principal Executive Offices Zip Code ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to _______________ Commission f ...

Company Structure and Operations - The company is a blank check company with no operating history and no revenues, which may hinder the evaluation of its ability to achieve business objectives [162]. - The company is a special purpose acquisition company with no business operations prior to completing a business combination [357]. - The company is classified as an "emerging growth company" and may take advantage of exemptions from certain disclosure requirements, which could affect the attractiveness of its securities to investors [321]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements, which may complicate comparisons with other public companies [323]. - The company has not opted out of the extended transition period for new financial accounting standards, which may lead to difficulties in comparing its financial statements with those of other public companies [322]. - The company is incorporated under the laws of the Cayman Islands, which may limit investors' ability to protect their interests and enforce judgments obtained in U.S. courts [327]. - The company maintains its executive offices in Dallas, Texas, with a monthly fee of $10,000 for office space and administrative services [358]. - There is no material litigation or governmental proceedings currently pending against the company or its management team [359]. Shareholder Rights and Voting - Public shareholders may not have the opportunity to vote on the proposed initial business combination, potentially allowing completion even without majority support [164]. - The sponsor owns 20% of the issued and outstanding ordinary shares, which may influence shareholder votes on business combinations [166]. - The company requires 8,694,000 public shares, or 36% of the 24,150,000 public shares sold, to be voted in favor of an initial business combination for approval [166]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a majority of shareholders disagree [204]. - The company may seek shareholder approval to extend the deadline for the initial business combination, allowing Class A ordinary shareholders to redeem their shares at a price based on the trust account balance [182]. - The company may not hold an annual meeting of shareholders until after the initial business combination is consummated, limiting shareholder engagement [201]. Financial Condition and Risks - The total funds in trust available for the initial business combination amount to $241,500,000, with 24,150,000 public shares included in public units [174]. - If the initial business combination is not completed within 24 months, public shareholders may receive only approximately $10.00 per share or less upon liquidation [181]. - The potential for dilution increases if public shareholders exercise redemption rights, which could lead to a greater number of shares being redeemed than initially expected [176]. - The company may face significant competition for business combination opportunities due to limited resources [163]. - The company may face challenges in completing a business combination due to market conditions and geopolitical risks, including conflicts in Ukraine and the Middle East [180]. - The company may not complete its initial business combination within the required time period, potentially forcing liquidation and resulting in public shareholders receiving an estimated $10.00 per share or less [197]. - The trust account funds may be vulnerable to third-party claims, potentially reducing the per-share redemption amount below $10.00 [210]. - If claims against the company arise, the amount available for public shareholders could be diminished, affecting the per-share value [212]. - The company may not be able to complete its initial business combination if trust account funds are reduced below $10.00 per share due to third-party claims [221]. - The company may need to seek additional financing to complete its initial business combination, and failure to secure such financing could compel it to abandon the proposed transaction [266]. - The trust account funds may bear a negative interest rate, potentially reducing the per-share redemption amount for public shareholders to less than $10.00 [267]. Business Combination Challenges - The company may face challenges in identifying suitable targets due to the increasing number of special purpose acquisition companies in the market [192]. - The company may seek business combination opportunities with large, complex companies that require significant operational improvements, which could delay achieving desired results [198]. - The company may face challenges in completing its initial business combination with multiple target businesses due to complex accounting issues and the need for pro forma financial statements, which could limit diversification and increase economic and regulatory risks [237]. - If the company attempts to acquire several businesses simultaneously, it may encounter increased costs and risks, including difficulties in negotiations and due diligence, which could negatively impact profitability [238]. - The company may pursue business combinations with targets outside the U.S., exposing it to significant income and withholding tax obligations in multiple jurisdictions [337]. Regulatory and Compliance Issues - The company may be subject to extensive government regulations that could increase operational costs and impact financial performance [225]. - The SEC's guidance on SPACs indicates that a SPAC's status as an investment company depends on various factors, and non-compliance could lead to liquidation and loss of investment opportunities for shareholders [253]. - The company must ensure that its activities do not classify it as an investment company under the Investment Company Act, which would impose burdensome compliance requirements [249]. - The company faces challenges in complying with laws and regulations, which could adversely affect its business operations and ability to complete its initial business combination [320]. - The company may face heightened scrutiny and restrictions on foreign investments due to evolving national security regulations in the U.S. and other countries [245]. Conflicts of Interest - The company may face conflicts of interest as executive officers and directors are not required to commit full time to its affairs, potentially impacting the ability to complete the initial business combination [286]. - Executive officers and directors have fiduciary obligations to other entities, which may limit their ability to devote time to the company's affairs and affect the completion of the initial business combination [288]. - The company may engage in business combinations with target businesses affiliated with its sponsor or directors, raising potential conflicts of interest that may not favor public shareholders [293]. - Key personnel may negotiate employment agreements that could create conflicts of interest during the business combination process [284]. - The personal and financial interests of executive officers and directors may influence their motivation in selecting a target business, potentially leading to conflicts of interest [292]. Shareholder Indemnification and Warrants - The company may not have sufficient funds to satisfy indemnification claims for its sponsor and directors, which could discourage shareholder lawsuits [296]. - The company has the ability to amend the terms of public warrants with the approval of at least 50% of the outstanding warrants, potentially affecting holders adversely [297]. - The company may redeem unexpired warrants at a price of $0.01 per warrant if certain conditions are met, which could disadvantage warrant holders [298]. - The company may require holders to exercise their public warrants on a cashless basis, resulting in fewer Class A ordinary shares received compared to cash exercise [299]. - The potential issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make the company a less attractive acquisition vehicle [301]. Market Conditions and Economic Factors - The ongoing military conflict between Russia and Ukraine may disrupt market conditions and adversely affect the company's search for a business combination [259]. - Macro-economic instability, including high unemployment and rising interest rates, could negatively impact the company's financial condition and its ability to locate a viable target for business combination [261]. - Recent inflation increases could lead to price volatility for publicly traded securities, complicating the completion of the initial business combination [280]. Miscellaneous - The company has not identified any significant cybersecurity risks that materially affect its business strategy and results of operations [357]. - The company may incur additional costs if the forum provisions of its warrant agreement are found inapplicable or unenforceable [326]. - The company may not make cash distributions to shareholders for tax liabilities arising from business combinations, requiring shareholders to cover these costs from personal funds [339].

Clinical Development - AIM ImmunoTech is focusing its efforts on developing Ampligen for late-stage pancreatic cancer, which presents a significant market opportunity due to over 450,000 deaths worldwide in 2022[13] - The ongoing Phase 2 clinical trial (DURIPANC study) is evaluating Ampligen in combination with AstraZeneca's Imfinzi for metastatic pancreatic cancer, with 18 patients enrolled so far[14] - The company has established a partnership with Thermo Fisher Scientific to design a Phase 3 clinical trial for Ampligen in late-stage pancreatic cancer[15] - AIM is exploring Ampligen's potential as a treatment for post-COVID conditions, with a Phase 2 study involving 80 subjects completed in February 2024[21] - The company is also investigating Ampligen's use as a vaccine adjuvant in combination with AstraZeneca's FluMist for enhanced immune response against avian influenza[20] - Ampligen has shown promising results in pre-clinical studies for various viral infections, including COVID-19, with significant impacts on viral replication observed[19] - Ongoing clinical trials include the DURIPANC study, which combines Ampligen with AstraZeneca's Imfinzi for late-stage pancreatic cancer, showing promising results with 21% of subjects achieving progression-free survival over 6 months[68] - The Phase 2 AMP-270 clinical trial aims to compare Ampligen with standard care in advanced pancreatic adenocarcinoma, with approximately 90 subjects expected to enroll across 30 centers[70] - A Phase 2 study of Ampligen in advanced recurrent ovarian cancer reported an Objective Response Rate of 45% in platinum-sensitive subjects, with a median Progression-Free Survival of 7.8 months[73] - The Phase 1 study for early-stage triple negative breast cancer showed a primary endpoint of safety and tolerability was met, with 5 out of 9 patients (56%) achieving a pathologic complete response (pCR)[76] - In the Phase 2 study for refractory melanoma, patient enrollment was temporarily suspended but resumed; however, the study was ultimately terminated with only 1 patient enrolled[77] - The Phase 1/2a trial for metastatic or unresectable triple negative breast cancer was terminated with 5 patients enrolled, indicating challenges in recruitment and funding[78] - A total of 42 pancreatic cancer patients received Ampligen treatment under the Expanded Access Program (EAP), with over 50 patients ultimately treated[81] - The median overall survival for patients treated with Ampligen in a named patient program was 19 months, significantly higher than historical controls (7.5 and 12.5 months)[88] - Ampligen demonstrated antiviral activity against SARS-CoV-2, suggesting potential as a treatment or prophylaxis against COVID-19[92] - The Phase 1/2a study of Ampligen and interferon alpha in cancer patients with COVID-19 plans to enroll up to 44 patients, with initial results reported by Roswell Park[95] - Ampligen demonstrated a 90% reduction in SARS-CoV-2 infectious viral yields at clinically achievable intranasal dosage levels in research conducted at Utah State University[96] - The AMP-511 Expanded Access Program for ME/CFS was expanded to include Long-COVID patients, with eight patients treated since January 2021[97] - A Phase 1 study of Ampligen showed no serious adverse events among 40 healthy subjects, supporting its potential as a prophylaxis or treatment for COVID-19[98] - Two provisional patent applications for Ampligen related to Post-COVID conditions were filed, with early data indicating improvements in fatigue symptoms[99] - The Phase 2 study AMP-518 enrolled 80 subjects, with topline data expected to show significant improvements in fatigue-related measures[102] Financial Position - AIM has reported a working capital deficit and stockholders' equity below the minimum requirement for continued listing on the NYSE American, raising concerns about its ability to continue as a going concern[27] - As of December 31, 2025, the stockholders' deficit was approximately ($9,783,000), necessitating an increase in stockholders' equity to at least $6,000,000 to regain compliance with listing standards[28] - A reverse stock split was authorized on a one-for-100 basis to help regain compliance with the NYSE American listing requirements[29] - The company has a history of losses and expects to continue incurring losses in the near term, raising substantial doubt about its ability to continue as a going concern[38] - The company may seek to raise additional funds, which could dilute existing ownership and negatively impact stock price[38] - The accumulated deficit was approximately $440,786,000 as of December 31, 2025, highlighting ongoing financial challenges and uncertainty regarding future profitability[159] - The company does not generate any material revenue from operations and does not anticipate doing so in the near future, necessitating further funding for product development[157] - The company has approximately $3,047,000 in cash, cash equivalents, and marketable securities, indicating a need for additional financing[157] - The company is currently not in compliance with the Exchange continued listing requirements, which could lead to delisting of its securities[38] - The company is not currently in compliance with the Exchange's listing requirements and has submitted a plan to regain compliance by June 11, 2026[141] - If the common stock is delisted, it may be subject to "penny stock" rules, which could limit trading activity and liquidity[144] - The company may face significant dilution of ownership if it raises additional funds through the issuance of equity securities[145] - The trading price of the common stock may be highly volatile and subject to wide fluctuations due to various factors beyond the company's control[150] - The company is classified as a "smaller reporting company," which may make its common stock less attractive to investors due to reduced disclosure requirements[155] - If the company is unable to obtain necessary regulatory approvals in a timely manner, its operations and stock price may be adversely affected[164] - The approval of Ampligen by the FDA remains uncertain, with potential delays and additional studies required that could extend the timeline for commercialization[170] Regulatory and Compliance - Ampligen received Orphan Drug Designation from the FDA for pancreatic cancer, providing seven years of market exclusivity upon approval[86] - The FDA granted clearance to proceed with a Phase 2 study for locally advanced pancreatic cancer after a previous clinical hold was lifted[85] - The FDA issued a Complete Response Letter for the NDA of Ampligen in February 2013, indicating that the submitted data did not provide substantial evidence of efficacy for the treatment of CFS[163] - Regulatory approval for Ampligen in Argentina has been received, but additional steps are required before commercial sales can commence[162] - The company has received Orphan Drug Designation from the FDA for Ampligen in treating multiple conditions, including Chronic Fatigue Syndrome and Ebola Virus Disease, which qualifies for various incentives[64] - The company has received approval from ANMAT for the commercial sale of Ampligen in Argentina for the treatment of severe CFS, with marketing to be conducted by GP Pharm (now Filaxis)[207] - The next steps for the commercial launch of Ampligen include a final inspection and release tests by ANMAT, which are currently delayed due to internal processes[208] Manufacturing and Production - The company has completed production of over 16,000 vials of Ampligen for multiple programs, including ME/CFS and pancreatic cancer treatment[57] - The validation of the polymer production process with Sterling Pharma Solutions is ongoing, necessary for future Ampligen manufacturing[58] - The production of new Alferon N Injection Active Pharmaceutical Ingredient is currently on hold, with no timeline for commercial availability[61] - The manufacturing process for Alferon N Injection is on hold, and there is no definitive timetable for its restart, which could materially affect operations[196] - The company is exploring engaging a Contract Manufacturing Organization (CMO) to produce Alferon active pharmaceutical ingredients (API) due to halted commercial sales from lack of finished goods inventory[196] - The company has limited manufacturing experience for Ampligen and Alferon N Injection, and profitability is contingent on producing these products in commercial quantities at acceptable costs[204] - There are limited suppliers available for raw and packaging materials necessary for the production of Ampligen and Alferon N Injection, which poses a risk to manufacturing capabilities[193] Market and Competition - The worldwide market for injectable alpha interferon-based products has seen rapid growth, with various products approved for major medical uses globally[60] - Alferon N Injection is the only natural-source, multi-species alpha interferon approved for sale in the U.S. and Argentina, specifically for treating refractory external genital warts in patients aged 18 and older[59] - Alferon N Injection has a low side-effect profile and no neutralizing antibodies observed to date, contrasting with recombinant formulations that may lose effectiveness after one year due to antibody formation[61] - The company faces significant competition from major pharmaceutical companies like Pfizer and Merck, which have greater financial resources and capabilities[132] - The company is pursuing licensing and collaboration strategies to make Ampligen available globally, targeting partners with strong commercial infrastructure and experience in relevant therapeutic areas[122] - The commercialization strategy for Ampligen may involve licensing or co-marketing agreements with strategic partners, with the goal of establishing a relationship before FDA approval[210] Risks and Challenges - The company has limited product liability and clinical trial insurance coverage, which may expose it to significant financial risks from product liability claims[166] - There is significant uncertainty regarding health care reimbursement for Ampligen and Alferon N Injection, which could impact the company's ability to realize returns on product development investments[167] - Ampligen's development is subject to risks including potential ineffectiveness, adverse side effects, and challenges in obtaining necessary regulatory approvals[175] - The company has not yet secured patents for Ampligen as a sole treatment for targeted cancers, which could hinder its marketability[185] - The patent landscape for biotechnology and pharmaceutical firms is complex and uncertain, with potential litigation that could drain resources[187] - The company has received various designations, including Orphan Drug Product Designation and "promising" clinical outcome recognition based on clinical reports[48] - The loss of key personnel could adversely affect the company's operations and ability to achieve its objectives[171] - The company has limited marketing and sales capabilities, relying on third-party distributors to generate significant revenues and achieve profitability[209]

Financial Performance - The company reported a net loss of $64,829 for the period from September 12, 2025, to December 31, 2025, due to formation and administrative costs[312]. - The company does not expect to generate operating revenues until after the completion of its initial business combination[311]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on January 29, 2026, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units, including 3,000,000 units from the over-allotment option[314]. - Transaction costs related to the Initial Public Offering amounted to $12,602,226, including $4,600,000 in cash underwriting fees and $8,050,000 in deferred underwriting fees[317]. - The underwriters exercised their over-allotment option fully, purchasing an additional 3,000,000 units at the IPO price[324]. - An additional $6,450,000 was raised from the sale of 645,000 private placement units at a price of $10.00 per unit[315]. Use of Proceeds - The company placed $230,000,000 from the IPO proceeds into a trust account, to be invested in U.S. government treasury obligations or money market funds until a business combination is completed[316]. - The company does not anticipate needing to raise additional funds post-IPO to meet operational expenditures[319]. Financial Obligations - The company had an outstanding balance of $143,875 on a promissory note from the sponsor, which was repaid upon the IPO completion[323]. - As of December 31, 2025, the company had no off-balance sheet arrangements[321].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on March 24, 2025, raising gross proceeds of $143,750,000 from the sale of 14,375,000 Public Units at $10.00 each[23]. - An additional $5,656,250 was generated from the private sale of 565,625 Private Placement Units, bringing total proceeds to $144,181,250, which is held in a Trust Account[24][25]. - The company incurred $8,409,601 in Initial Public Offering related costs, which included a cash underwriting fee of $2,875,000 and a Deferred Fee of $5,031,250[177]. - The Underwriters were paid a cash underwriting discount of $2,875,000, which is 2.0% of the gross proceeds from the Initial Public Offering[189]. - The Deferred Fee payable to the Underwriters upon completion of the initial Business Combination amounts to $5,031,250[189]. - As of December 31, 2025, the company had cash of $1,093,209 held outside the Trust Account for operational activities[182]. - The company has approximately $1,093,209 in proceeds held outside the Trust Account as of December 31, 2025, which may be used for dissolution costs if necessary[109]. Business Combination Strategy - The company is focused on pursuing Business Combination opportunities primarily in Israel, particularly in sectors such as mobility, electric vehicles, autonomy, robotics, agricultural technologies, and financial technology[22][32]. - The company aims to identify target businesses with competitive advantages and disruptive technologies to ensure attractive returns for investors[33]. - The management team has a history of successful transactions, including a previous SPAC that completed a Business Combination with Freightos Limited, valued at $390,000,000[35]. - The company anticipates structuring the initial Business Combination to acquire 100% of the equity interests or assets of the target business[52]. - The company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[51]. - The company may seek to extend the Combination Period with shareholder approval, which could affect its Nasdaq listing[27]. - The company may engage finders to identify potential Business Combination opportunities, with fees typically tied to the completion of a transaction[63]. - The company may pursue Business Combinations with affiliated companies, provided an independent valuation opinion is obtained[64]. Shareholder Rights and Redemption - The company will provide Public Shareholders the opportunity to redeem shares upon completion of the initial Business Combination, regardless of their voting stance[85]. - Public Shareholders must deliver share certificates or electronically transfer Public Shares to exercise redemption rights, with specific deadlines outlined in proxy materials[101]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem will not receive their pro rata share of the Trust Account[104]. - The company requires Public Shareholders to redeem their Public Shares through specified methods, applicable regardless of registration status under the Exchange Act or Nasdaq listing[89]. - If shareholder approval is sought, Public Shareholders can redeem up to 15% of Public Shares sold in the Initial Public Offering without prior consent, which aims to prevent large block accumulations[99]. - The redemption price for Public Shares as of December 31, 2025, was approximately $10.35 per share, calculated based on the aggregate amount in the Trust Account[85]. - The company may not complete the initial Business Combination if the cash required for redemptions exceeds available cash, and all submitted Public Shares will be returned[98]. - Upon failure to complete the initial Business Combination, the company will redeem Public Shares at a per-share price based on the Trust Account balance, subject to certain conditions[106]. Management and Governance - The management team and board consist of experienced industry leaders, enhancing the company's ability to identify suitable acquisition targets[36]. - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[123]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares exceeds $700 million[125]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements[126]. - The company is classified as a "controlled company" under Nasdaq corporate governance standards, as more than 50% of the voting power is held by a specific group[127]. - The company has no operating history or revenues, which limits shareholders' ability to evaluate its business objectives[128]. - The company’s disclosure controls and procedures were deemed effective as of December 31, 2025[200]. Risks and Challenges - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[117]. - The company may face increased competition for attractive Business Combination targets, potentially raising costs and complicating the completion of such combinations[128]. - Recent fluctuations in inflation and interest rates could hinder the ability to consummate an initial Business Combination[129]. - The company may be deemed a passive foreign investment company, which could result in adverse U.S. federal income tax consequences for its U.S. shareholders[143]. - The company is subject to various risks related to regulatory approvals and compliance, particularly if the target is located outside the United States[136]. - The company may experience significant dilution for Public Shareholders due to the nominal purchase price of Founder Shares, which was approximately $0.005 per share[139]. - The company’s Public Shareholders may face limited rights regarding funds in the Trust Account, potentially forcing them to sell shares at a loss[139]. - The company may face challenges in enforcing shareholder rights due to its incorporation in the Cayman Islands, potentially complicating legal recourse[139]. - The company has not yet secured third-party financing, which may affect its ability to complete the initial Business Combination[57]. - Management has determined that the company currently lacks the liquidity to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern[186]. - The company faces risks related to conflicts in Ukraine and the Middle East, which could materially affect its ability to find a target business for its initial Business Combination[144]. - Ongoing geopolitical tensions may lead to market disruptions, including volatility in commodity prices and capital markets, impacting the company's operations[145]. Financial Performance - For the year ended December 31, 2025, the company reported a net income of $3,473,428, primarily from interest earned on marketable securities held in the Trust Account[176]. - As of December 31, 2025, the company had marketable securities in the Trust Account totaling $148,724,491, including $4,543,241 of interest income[180]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[175]. - The company has no long-term debt or capital lease obligations as of December 31, 2025[187]. - The company has not made any borrowings under Working Capital Loans as of December 31, 2025[185]. - The company has the potential to convert up to $1,500,000 of Working Capital Loans into units at a price of $10.00 per unit[185]. - The company has not paid any cash dividends on its Ordinary Shares and does not intend to do so prior to the completion of its initial Business Combination[160].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on March 24, 2025, raising gross proceeds of $143,750,000 from the sale of 14,375,000 Public Units at $10.00 per unit[23]. - An additional $5,656,250 was generated from the private sale of 565,625 Private Placement Units, bringing total proceeds to $144,181,250 placed in the Trust Account[24][25]. - The company incurred $8,409,601 in Initial Public Offering related costs, which included a cash underwriting fee of $2,875,000 and a Deferred Fee of $5,031,250[177]. - The Underwriters were paid a cash underwriting discount of $2,875,000, which is 2.0% of the gross proceeds from the Initial Public Offering[189]. - The Deferred Fee payable to the Underwriters upon completion of the initial Business Combination amounts to $5,031,250[189]. - The company has approximately $1,093,209 of proceeds held outside the Trust Account as of December 31, 2025, which may be used for dissolution costs[109]. - As of December 31, 2025, the company had cash of $1,093,209 held outside the Trust Account for operational activities[182]. Business Combination Strategy - The company is focused on pursuing Business Combination opportunities primarily in Israel, particularly in sectors such as mobility, electric vehicles, autonomy, robotics, agricultural technologies, and financial technology[22][32]. - The company must complete its initial Business Combination by December 24, 2026, or face termination and distribution of Trust Account funds[26]. - The company anticipates structuring the initial Business Combination to acquire 100% of the equity interests or assets of the target business[52]. - The company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[51]. - The company may seek to extend the Combination Period with shareholder approval, which could affect its Nasdaq listing[27]. - The company may need additional financing to complete the initial Business Combination if the cash required exceeds the amount available in the Trust Account[53]. - The company offers target businesses a more expeditious and cost-effective method to go public compared to traditional IPOs[54]. - The management team has developed a substantial network of contacts that provides a flow of potential initial Business Combination targets[58]. - The company may engage finders to identify potential Business Combination opportunities, with fees typically tied to the completion of a transaction[63]. - The company is not prohibited from pursuing a Business Combination with affiliated companies, provided an independent valuation opinion is obtained[64]. Financial Condition and Risks - The company has until December 24, 2026, to consummate the initial Business Combination, with the possibility of seeking shareholder approval for an extension[49]. - The company may incur losses from costs associated with identifying and evaluating target businesses that do not result in completed Business Combinations[69]. - The competition among special purpose acquisition companies for attractive target businesses may lead to increased financial terms demanded by target companies[70]. - The company may not have the resources to diversify operations, which could impact success if reliant on a single business post-Business Combination[71]. - The company may face increased competition for attractive Business Combination targets, potentially raising costs and complicating the completion of such combinations[128]. - Recent fluctuations in inflation and interest rates could hinder the ability to consummate an initial Business Combination[129]. - The company may experience difficulties in completing its initial Business Combination due to increased price volatility for publicly traded securities resulting from military conflicts[151]. - There is substantial doubt about the company's ability to continue as a "going concern" due to potential financing needs and the deadline for liquidating the Trust Account[142]. - The company may be deemed a passive foreign investment company, which could result in adverse U.S. federal income tax consequences for its U.S. shareholders[143]. Shareholder Rights and Redemption - The company will provide Public Shareholders with the opportunity to redeem shares either through a general meeting or a tender offer[88]. - The redemption price for Public Shares as of December 31, 2025, was approximately $10.35 per share, calculated based on the aggregate amount in the Trust Account[85]. - If the initial Business Combination is not completed by December 24, 2026, the company will redeem 100% of the Public Shares at a pro rata price of approximately $10.35 per share[50]. - If claims against the Trust Account reduce the amount below $10.03 per share, shareholders may receive less than this amount upon redemption[113]. - The company requires Public Shareholders to redeem their Public Shares through specified methods, applicable regardless of registration status under the Exchange Act or Nasdaq listing[89]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer Public Shares to exercise redemption rights[101]. - The redemption process may incur a nominal fee of approximately $100.00, which brokers may choose to pass on to redeeming holders[102]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for a pro rata share of the Trust Account[104]. - Upon failure to complete the initial Business Combination, the company will redeem Public Shares at a per-share price based on the Trust Account balance, subject to certain conditions[106]. Management and Governance - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[123]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares exceeds $700 million[125]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements[126]. - The company is classified as a "controlled company" under Nasdaq corporate governance standards, as more than 50% of the voting power is held by a specific group[127]. - The company has no operating history or revenues, which limits shareholders' ability to evaluate its business objectives[128]. - The company has not requested its Sponsor to reserve for indemnification obligations, raising concerns about the Sponsor's ability to satisfy such obligations[112]. - The company may seek to recruit additional managers for the target business post-Business Combination, but there is no assurance of success in this endeavor[73]. Board of Directors - Omri Cherni has been a member of the Board of Directors since March 2025, with significant experience in the Israeli venture and startup industry, including roles as CEO of High House and COO of Atlas Dynamics[211]. - Yevgeny Neginsky has served on the Board since March 2025, founding Springdale Capital LLC in 2009, and has experience with special purpose acquisition companies[213]. - David Bleustein has been on the Board since March 2025, currently serving as Head of Global Equity Research at Credit Suisse, with a strong background in equity research and big data applications[215]. - Kobi Marenko has been a Board member since March 2025, with over 25 years of experience in technology and media startups, including founding Arbe Robotics Ltd.[217]. - Derek Jensen Sr. joined the Board in July 2025, currently serving as CFO of Swave Photonics Inc., with extensive experience in corporate development and investment banking[219].

Financial Overview - The company completed its Initial Public Offering (IPO) on February 6, 2025, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Public Units at $10.00 each[21]. - An additional $9,227,270 was generated from the private sale of 922,727 Private Placement Units, also priced at $10.00 each[21]. - The total amount placed in the Trust Account, including net proceeds from the IPO and part of the Private Placement, is $288,937,500[22]. - As of December 31, 2025, the company has approximately $299.88 million available for a Business Combination, assuming no redemptions[62]. - The total amount placed in the Trust Account after the Initial Public Offering was $288,937,500, with fees incurred during the IPO totaling $16,427,868[178]. - As of December 31, 2025, the company had marketable securities in the Trust Account valued at $299,876,159, which includes approximately $10,938,659 of interest income[181]. - The company incurred a net cash usage of $849,099 in operating activities for the year ended December 31, 2025, influenced by operational costs and interest income[179]. - The company has no long-term debt or capital lease obligations, with administrative service fees incurred amounting to $275,000 as of December 31, 2025[188]. Business Combination Strategy - The company must complete its initial Business Combination by November 6, 2026, or face termination and distribution of Trust Account amounts[23]. - The company has broadened its search for a Business Combination target beyond the experiential entertainment industry to other sectors[36]. - The company intends to target businesses with an equity valuation greater than $1 billion, which typically have strong revenue and cash flow, offering potential for long-term shareholder returns[43]. - The company aims to focus on businesses with highly defensible models and sustainable competitive advantages, fostering consumer loyalty and repeat demand[43]. - The company will conduct extensive due diligence on prospective target businesses, including meetings with management, document reviews, and financial information analysis[45]. - The company may structure its initial Business Combination to acquire less than 100% of a target's equity interests, provided it maintains a controlling interest[58]. - The company believes its structure offers a more efficient and cost-effective alternative for target businesses to go public compared to traditional IPOs[59]. - The company may utilize cash, debt, or equity securities to finance its initial Business Combination, allowing flexibility in structuring the deal[62]. - The company may seek additional financing through private offerings of debt or equity securities to complete its initial Business Combination, which could lead to significant dilution for Public Shareholders[63]. - The company may pay finder's fees or advisory fees to its Sponsor, officers, or directors for services rendered in connection with the initial Business Combination, which will be funded from outside the Trust Account[67]. - The company is not prohibited from pursuing a Business Combination with an affiliated company, but will seek an independent valuation to ensure fairness[69]. - The company may continue to seek a Business Combination with a different target if the initial one is not completed[106]. Shareholder Rights and Redemption - The company will provide public shareholders the opportunity to redeem shares upon completion of the initial Business Combination, either through a general meeting or a tender offer[52]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer, with the decision made at the company's discretion[88]. - A minimum of 33.22% (9,550,251 shares) of the 28,750,000 Public Shares is needed for an Ordinary Resolution to approve the initial Business Combination[93]. - If a Special Resolution is required, approximately 55.97% (16,091,927 shares) of the Public Shares must be voted in favor[93]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[100]. - The company intends to require Public Shareholders to deliver their share certificates or electronically transfer their shares to exercise redemption rights[102]. - A nominal fee of approximately $100.00 may be charged by the transfer agent for processing redemptions[103]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem them for a pro rata share of the Trust Account[105]. - The expected redemption price for Public Shareholders upon dissolution is approximately $10.43 per share as of December 31, 2025[111]. Management and Governance - The management team has extensive experience in mergers and acquisitions, with a history of leading public and private companies[23]. - The company intends to leverage its extensive network to source acquisition opportunities not available to others[38]. - The Management Team's extensive network and experience are expected to provide a substantial number of potential initial Business Combination targets, enhancing investment opportunities[64]. - The company anticipates that its Management Team will generate proprietary deal flow opportunities due to their established business relationships[65]. - Edward King and Daniel Fetters serve as Co-CEOs, both with over 20 years of investment banking experience, focusing on the gaming and entertainment sectors[207][208]. - James Murren, a director since February 2025, previously led MGM Resorts, increasing enterprise value by nearly $20 billion and annual revenue by over $5 billion during his tenure[210][211]. - Joyce Arpin, a director since February 2025, has 20 years of experience in finance, including roles in capital markets and M&A at major gaming companies[212]. - Geof Freeman, a director since February 2025, advocates for the $1.1 trillion U.S. travel and hospitality industry, focusing on recovery and growth post-COVID-19[213]. - The Board of Directors consists of five members, divided into three classes, with each class serving a three-year term[217]. - The company has established an Audit Committee and a Compensation Committee, both required to be composed solely of independent directors[219]. Risks and Challenges - The potential for significant dilution exists for Public Shareholders due to the conversion of Founder Shares and Private Placement Rights[29]. - The lack of business diversification may pose risks, as the company's success could depend entirely on the performance of a single business post-Business Combination[70]. - The company may not have the resources to evaluate the target's management team effectively, which could impact the success of the Business Combination[71]. - The company may face competition from other special purpose acquisition companies (SPACs) for attractive target businesses, potentially impacting acquisition terms[50]. - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[120]. - The company may face challenges in completing its initial Business Combination due to increased competition for attractive targets and potential negative perceptions of SPAC mergers[131]. - The company may incur substantial debt to complete a Business Combination, adversely affecting its leverage and financial condition[135]. - The company faces substantial doubt about its ability to continue as a "going concern" due to potential financing needs and the deadline for liquidating its Trust Account[143]. - The company is subject to risks related to compliance with laws and regulations, which could adversely affect its operations and Business Combination prospects[132]. Compliance and Reporting - The company is required to file annual, quarterly, and current reports with the SEC, ensuring transparency in its financial reporting[122]. - The company will provide audited financial statements of prospective target businesses to shareholders as part of the proxy solicitation materials[123]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2025, as mandated by the Sarbanes-Oxley Act[124]. - The company has not requested its Sponsor to reserve for indemnification obligations, raising concerns about the Sponsor's ability to satisfy such obligations[114]. - The company is classified as an "emerging growth company" and will maintain this status until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares held by non-affiliates exceeds $700 million[127]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until the market value of its Class A Ordinary Shares held by non-affiliates reaches $250 million or annual revenues exceed $100 million[128]. - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational efforts and evaluating acquisition candidates[176].

Financial Overview - The company completed its Initial Public Offering (IPO) on February 6, 2025, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Public Units at $10.00 per unit[21]. - An additional $9,227,270 was generated from the private sale of 922,727 Private Placement Units, also priced at $10.00 per unit[21]. - A total of $288,937,500, including net proceeds from the IPO and part of the Private Placement, was placed in a Trust Account[22]. - As of December 31, 2025, the company has approximately $299.88 million available for a Business Combination, assuming no redemptions[62]. - The company has approximately $577,446 available outside the Trust Account to cover costs associated with its dissolution plan as of December 31, 2025[110]. - The expected redemption price for Public Shareholders upon dissolution is approximately $10.43 per share as of December 31, 2025, but this amount may be reduced due to creditor claims[111]. - The company incurred a net cash used in operating activities of $849,099 for the year ended December 31, 2025, influenced by operational costs and interest income[179]. - The company has no long-term debt or capital lease obligations, with administrative service fees incurred amounting to $275,000 as of December 31, 2025[188]. Business Combination Details - The company must complete its initial Business Combination by November 6, 2026, or face termination and distribution of Trust Account funds[23]. - The company has until November 6, 2025, to complete its initial Business Combination, with the option to seek shareholder approval for extensions[55]. - The company may structure its initial Business Combination to acquire less than 100% of a target's equity, provided it maintains a controlling interest[58]. - The company will provide public shareholders the opportunity to redeem shares upon completion of the initial Business Combination, with a redemption price of approximately $10.43 per share[56]. - The company may face competition from other SPACs for attractive target businesses, which could impact acquisition terms[50]. - The company may not complete the initial Business Combination if the cash required for redemptions exceeds the available cash[87]. - The company may continue to seek a Business Combination with a different target if the initial Business Combination is not completed[106]. - The company may seek additional financing through private offerings of debt or equity securities to complete its initial Business Combination, which could lead to significant dilution for Public Shareholders[63]. Management and Governance - The management team has extensive experience in mergers and acquisitions, with a history of leading public and private companies[23]. - The management team emphasizes a resolute focus on value creation through operational improvements and strategic realignment[39]. - The company has a vast network of relationships that may facilitate acquisition opportunities not available to others[38]. - The company intends to leverage its expertise to assist private companies in transitioning to public markets and optimizing capital structures[40]. - Edward King and Daniel Fetters serve as Co-CEOs, both with over 20 years of investment banking experience, focusing on the gaming and entertainment sectors[207][208]. - James Murren, a director since February 2025, previously led MGM Resorts, increasing enterprise value by nearly $20 billion and annual revenue by over $5 billion during his tenure[210][211]. - Joyce Arpin, a director since February 2025, has 20 years of experience in finance, including roles at Caesars Entertainment and International Game Technology[212]. - Geof Freeman, a director since February 2025, advocates for the $1.1 trillion U.S. travel and hospitality industry and has a history of leadership in the gaming sector[213]. - The Board of Directors consists of five members, divided into three classes, with each class serving a three-year term[217]. - The company has established an Audit Committee and a Compensation Committee, both required to be composed solely of independent directors[219]. Risks and Challenges - The company may experience significant dilution for public shareholders due to the conversion of Founder Shares and Private Placement Units[29]. - The company may face risks due to a lack of business diversification, as success may depend entirely on the performance of a single business post-Business Combination[70]. - There is no assurance that key personnel will remain in senior management positions after the Business Combination, which could impact the company's operations[72]. - The company may face challenges in completing its initial Business Combination due to increased competition for attractive targets and potential negative perceptions of SPAC mergers[131]. - The company faces substantial doubt about its ability to continue as a "going concern" due to potential needs for additional financing and deadlines for liquidating its Trust Account[143]. - The company may face conflicts of interest due to its officers and directors having fiduciary or contractual obligations to other entities[140]. - The company is subject to competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[120]. Shareholder Matters - Shareholder approval may be sought for the initial Business Combination, but the company may also conduct redemptions without a shareholder vote under certain conditions[76]. - A minimum of 33.22% (9,550,251 shares) of the 28,750,000 Public Shares is needed for an Ordinary Resolution to approve the initial Business Combination[93]. - If a Special Resolution is required, approximately 55.97% (16,091,927 shares) of the Public Shares must be voted in favor[93]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[100]. - The company intends to require Public Shareholders to deliver their share certificates or electronically transfer their shares to exercise redemption rights[102]. - A nominal fee of approximately $100.00 may be charged by the transfer agent for processing redemptions[103]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[105]. - The absence of a specified maximum redemption threshold may allow the company to complete its initial Business Combination even if a substantial majority of Public Shareholders do not agree[135]. Market and Economic Conditions - The geopolitical conditions, including the Russia-Ukraine conflict and tensions in the Middle East, may adversely affect the company's ability to find a Business Combination target[148]. - Recent fluctuations in inflation and interest rates could complicate the company's ability to consummate an initial Business Combination[132]. - The company is subject to risks associated with early-stage and emerging growth companies, including significant costs in pursuing acquisition plans[170]. Compliance and Reporting - 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[122]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act[124]. - The company is classified as an "emerging growth company" and will maintain this status until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares held by non-affiliates exceeds $700 million[127]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until the market value of its Class A Ordinary Shares held by non-affiliates equals or exceeds $250 million[128].

Financial Performance - Enveric Biosciences has not generated any revenues to date, operating as a pre-revenue biotech company[300]. - The net loss for 2025 was $8,771,987, compared to a net loss of $9,574,987 in 2024, reflecting an improvement of approximately 8%[1]. - Total operating expenses decreased to $8,774,448 in 2025 from $9,632,266 in 2024, a reduction of approximately 9%[1]. - Cash used in operating activities was $8,141,543 in 2025, compared to $7,726,139 in 2024, indicating an increase in cash outflows[5]. - The accumulated deficit reached $114,846,492 as of December 31, 2025, with further losses anticipated[7]. - Cash on hand at the end of 2025 was $4,677,491, which is insufficient to meet operating cash needs for the next 12 months[8]. Funding and Capital Raising - Enveric Biosciences raised approximately $10.5 million from the sales of common stock and warrants during the year ended December 31, 2025[300]. - The company issued 110,242 shares under the At the Market Offering Agreement for net cash proceeds of $1,636,799 as of December 31, 2025[286]. - A registered direct offering on January 27, 2026, resulted in gross proceeds of approximately $1.5 million from the sale of 328,802 shares at a price of $4.41 per share[287]. - Cash provided by financing activities increased to $10,579,507 in 2025 from $7,673,834 in 2024, representing a growth of approximately 38%[6]. - Management plans to raise additional working capital through public or private equity or debt financings to address liquidity concerns[9]. Research and Development - Research and development expenses are primarily focused on preclinical product candidates, with approximately 75% of staff dedicated to R&D activities[302]. - The EB-003 program is advancing through preclinical studies and is preparing for IND-enabling studies, including safety pharmacology and toxicology[284]. - The company aims to submit IND applications and NDAs to seek FDA approval for its product candidates[284]. - The EVM401 Series was unveiled to expand the pipeline with additional non-hallucinogenic molecules targeting addiction and neuropsychiatric disorders[285]. - Research and development expenses decreased to $2,781,017 in 2025 from $2,841,272 in 2024, a decrease of $60,255, or approximately 2%[3]. Expenses and Cost Management - Stock-based compensation costs were approximately $0.8 million for the year ended December 31, 2025, down from $1.6 million in 2024[304]. - General and administrative expenses decreased by $660,932, or 10%, primarily due to reductions in legal fees, director fees, and stock compensation expenses[2]. - Depreciation and amortization expense decreased by $136,631, or approximately 40%, to $200,858 in 2025 due to full amortization of intangible assets[4]. Stock and Compliance - The company completed a reverse stock split of 1-for-12 on October 23, 2025, to regain compliance with Nasdaq listing requirements[294].

Financial Performance - Enveric reported a net loss of $4.0 million for Q4 2025, with a basic and diluted loss per share of $6.12, compared to a net loss of $3.2 million and a loss per share of $58.06 in Q4 2024[10]. - The company raised gross proceeds of $12.2 million through offerings for the fiscal year 2025[10]. - In January 2026, Enveric raised approximately $1.5 million from a registered direct offering[11]. - The company completed a reverse stock split on October 28, 2025, at a ratio of 1 post-split share for every 12 pre-split shares[12]. Drug Development - Positive preclinical results for lead drug candidate EB-003 showed statistically significant improvements in animal models of severe chronic depression and PTSD[3]. - The FDA allowed for streamlined plans for the IND submission of EB-003, with successful completion of pre-IND dose range finding studies[7]. - The company is preparing for a first-in-human Phase 1 clinical trial for EB-003, targeting both 5-HT2A and 5-HT1B receptors[4]. - Enveric's research confirmed EB-003's dual-mechanism of action, promoting neuroplasticity without hallucinogenic effects[2]. Intellectual Property - Enveric's intellectual property portfolio was strengthened with multiple patents and notices of allowance for the EVM301 and EVM401 Series of compounds[12]. Corporate Strategy - The company relocated its corporate headquarters to Cambridge, MA, to leverage the Greater Boston biotech hub[12].