Sales and Revenue Performance - UTMD's consolidated sales from acquisitions in 2025 comprised 57% of total sales, highlighting the importance of strategic acquisitions for revenue growth[15]. - In 2025, OUS sales represented 41% of consolidated total USD sales, down from 43% in 2024 and 44% in 2023[82]. - In 2025, UTMD's total consolidated sales were impacted by a significant decline in sales to its largest OEM customer, PendoTECH, which dropped from $11.6 million (22% of total sales) in 2022 to just $0.4 million (1% of total sales) in 2025[89]. - Total worldwide consolidated sales in 2025 were $38,520, a decrease of $2,383 (5.8%) from $40,903 in 2024, attributed to lower OEM sales and other device sales[190]. - Domestic sales in the U.S. in 2025 were $22,761, a decrease of $683 (2.9%) from $23,444 in 2024, with a notable increase in domestic Filshie device sales by 10.8%[192]. - OUS USD-denominated sales in 2025 were $15,758, down $1,700 (9.7%) from $17,458 in 2024, primarily due to zero sales to PendoTECH and lower sales to the China distributor[193]. - Total revenues for 2025 were $38,520, a decrease of 5.8% from $40,903 in 2024, with the largest revenue contributor being Gynecology/Electrosurgery/Urology at $19,719 (51% of total sales)[198]. Profitability and Financial Metrics - Gross profit for 2025 was $22.00 million, reflecting an 8.9% decline from $24.14 million in 2024[159]. - Operating income fell by 16.1% to $11.40 million in 2025, down from $13.59 million in 2024[159]. - Net income decreased by 18.7% to $11.29 million in 2025, compared to $13.87 million in 2024[159]. - Earnings per share (EPS) for 2025 was $3.483, a decrease of 12.1% from $3.961 in 2024[159]. - The Gross Profit Margin (GPM) contracted by 1.9 percentage points in 2025, primarily due to increased fixed manufacturing overhead costs amid declining sales[200]. - Consolidated operating expenses were $10,599, accounting for 27.5% of sales, compared to $10,549 (25.8% of sales) in 2024, with S&M expenses rising to $2,051 (5.3% of sales) from $1,901 (4.6% of sales)[205]. Product Development and Innovation - UTMD's Deltran blood pressure monitoring system was customized for NICU use, featuring a patented closed blood microsampling device introduced in 2025[32]. - The Disposa-Hood, a disposable infant respiratory hood, is designed to maintain a neutral thermal environment while administering oxygen, preventing cross-contamination[30]. - The CVX-Ripe catheter is aimed at improving cervical favorability for labor induction, potentially reducing the time to achieve successful vaginal delivery[26]. - UTMD's VAD Systems include soft silicone birthing cups, which are preferred for their safety in vacuum-assisted deliveries, representing over 90% of cases where VAD is indicated[29]. - The introduction of the ABC TinyDraw device in 2025 aims to reduce the risk of alteration to cerebral blood flow in the tiniest patients[32]. - The Nutri-Lok™ extension set was developed to mitigate safety risks in NICUs, including inadvertent connections and disconnections, and complies with the FDA's ISO 80369-3 standard[39]. - The Dialy-Nate® disposable peritoneal dialysis set is designed for timely implementation in neonates with compromised renal function[41]. - The EndoCurette® was developed in cooperation with Mayo Clinic for uterine endometrial tissue sampling, aimed at ruling out precancerous changes[67]. - The Add-a-Cath™ introducer facilitates safe suprapubic catheterization, which is recognized for having fewer complications compared to urethral catheterization[64]. Shareholder Value and Financial Returns - The company has returned $156 million in share repurchases and $90 million in cash dividends to public stockholders since 1992, demonstrating a commitment to shareholder value[14]. - UTMD repurchased 148,935 shares of its common stock in 2025 for a total cost of $8.36 million, averaging $56.10 per share[153]. - The company paid total cash dividends of $1.22 per share in 2025, up from $1.20 per share in 2024[152]. Market Presence and Distribution - The company has approximately 200 distributors outside the U.S., with 108 purchasing at least $5,000 in medical devices during 2025, indicating strong international market presence[13]. - The company sold to 197 regional distributors and OEMs in over a hundred countries in 2025, with 10% of independent OUS distributors contributing to 75% of indirect OUS sales from 2023 to 2025[90]. - U.S. exports represented 25% of total OUS sales in 2025, reflecting a slight increase from 23% in 2024, indicating a growing reliance on international markets[113]. Legal and Regulatory Matters - The average annual cost of defense for product liability lawsuits was $15 per year over the last thirty years, significantly below the deductible level of product liability insurance policies[118]. - Since 1993, there have been no adverse judgments resulting from claims of defect in UTMD's designs or manufacture of products, despite over 100 million finished devices distributed[123]. - As of March 2026, fifteen out of nineteen lawsuits related to the Filshie Clip System have been dismissed, with three cases pending decisions expected in 2026[120]. - Regulatory burdens and premarketing approval delays may lead to significant revenue loss and increased costs, impacting product development and marketing focus[127]. Cybersecurity and Risk Management - The company has implemented a comprehensive cybersecurity strategy, continuously monitoring its information systems to manage risks[140]. - The governance committee of the Board of Directors oversees the effectiveness of the company's cybersecurity strategy, meeting quarterly to review potential threats[143]. Operational and Financial Stability - Year-end cash and investments increased to $85.76 million in 2025, representing 70% of total assets[169]. - The current ratio improved to 37.6 at the end of 2025 from 25.6 at the end of 2024[166]. - Total consolidated assets at year-end 2025 were $122.54 million, slightly up from $122.54 million at the end of 2024[168]. - Working capital at year-end 2025 was $95,144, a 3% increase from $92,574 at year-end 2024, primarily due to increased cash from profitable operations[170]. - The year-end 2025 Deferred Tax Liability balance was $114, down from $604 at the end of 2024, reflecting changes in FX rates and amortization effects[180].

Financial Performance - Net sales increased by 28.1% to $17.22 billion in fiscal 2025, compared to $13.44 billion in fiscal 2024, including $3.1 billion from the Foot Locker Business and a 4.5% increase in comparable sales for the DICK'S Business[201]. - Net income for fiscal 2025 was $849.2 million, or $9.97 per diluted share, down from $1.17 billion, or $14.05 per diluted share, in fiscal 2024[201]. - Gross profit rose to $5.67 billion in fiscal 2025 from $4.83 billion in fiscal 2024, but as a percentage of net sales, it decreased by 298 basis points[210]. - Operating income decreased to $1.10 billion in fiscal 2025 from $1.47 billion in fiscal 2024[209]. - Selling, general and administrative expenses increased to $4.34 billion in fiscal 2025 from $3.29 billion in fiscal 2024, with a 69 basis point increase as a percentage of net sales[211]. - Comparable sales for the DICK'S Business increased by 4.5% in fiscal 2025[204]. - The effective tax rate increased to 25.6% in fiscal 2025 from 23.3% in fiscal 2024, impacted by non-deductible acquisition-related costs[215]. Acquisition of Foot Locker - The acquisition of Foot Locker was completed for a total purchase consideration of $2.5 billion, with expected pre-tax acquisition-related charges of $500 to $750 million[188]. - The Foot Locker Business contributed net sales of $3.1 billion and a net loss of $60.0 million during fiscal 2025, reflecting operations from the acquisition date through the end of the fiscal year[189]. - Pro forma comparable sales for the Foot Locker Business decreased by 3.3% for the year ended January 31, 2026, with international comparable sales down by 8.1%[189]. - The acquisition of Foot Locker resulted in the recognition of goodwill and indefinite-lived intangible assets of $618.8 million and $710.0 million, respectively[257]. - Merger and integration costs amounted to $164.2 million in fiscal 2025 related to the acquisition of Foot Locker[212]. Future Projections - For fiscal 2026, total net sales are expected to be between $22.1 billion and $22.4 billion, with earnings per diluted share projected in the range of $13.70 to $14.70[192]. - The DICK'S Business anticipates comparable sales growth of 2% to 4% and segment profit between $1.58 billion and $1.66 billion for fiscal 2026[193]. - The Foot Locker Business aims to return to profitability in 2026, with pro forma comparable sales growth expected to be in the range of 1% to 3%[194]. Capital and Cash Management - Cash on hand as of January 31, 2026, was $1.4 billion, with no borrowings under the revolving credit facility during fiscal 2025[223]. - Capital expenditures in fiscal 2025 totaled $1,137.2 million, with an anticipated increase to approximately $1.5 billion in fiscal 2026[234]. - In fiscal 2025, DICK'S repurchased 1.6 million shares at a cost of $342.1 million, with $169.4 million remaining under the share repurchase program[236]. - Dividends paid to stockholders in fiscal 2025 amounted to $413.9 million, with a 3% increase in the quarterly cash dividend declared for 2026[238]. - Cash flows from operating activities increased by $225.5 million in 2025, primarily due to changes in inventory levels and accounts payable[242]. Store Operations - Total owned stores decreased by 49 to 2,307, while licensed stores increased by 8 to 254[202]. - DICK'S plans to open approximately 14 DICK'S House of Sport locations and 22 DICK'S Field House locations in 2026[234]. - Pre-opening expenses increased to $69 million in fiscal 2025 from $57.5 million in fiscal 2024, reflecting the opening of 16 new stores[213]. Risk Factors - The company has foreign operations with net assets totaling $669.0 million as of January 31, 2026, which are subject to foreign currency exchange rate risk[267]. - A hypothetical 100 basis point change in interest rates would have affected income before income taxes by approximately $12 million based on average cash equivalents during 2025[264]. - Inflationary factors may adversely affect operating results, although no material impact has been observed to date[268]. - The company’s business is subject to seasonal influences, with historically highest sales occurring in the second and fourth fiscal quarters[269]. - A 10% change in obsolete inventory reserves as of January 31, 2026, would have affected income before income taxes by approximately $10.6 million in fiscal 2025[250]. - A 10% change in shrink reserves as of January 31, 2026, would have affected income before income taxes by approximately $4.4 million in fiscal 2025[253]. Other Financial Information - The DICK'S Business reported a gross profit of $5.13 billion, representing 36.33% of sales, while the Foot Locker Business reported a gross profit of $758.9 million, or 24.43% of sales[217]. - DICK'S Business net sales increased by 5.0% to $14,108.9 million in fiscal 2025, driven by a 4.5% increase in comparable sales[218]. - Gross profit for DICK'S Business rose to $5,126.3 million, with merchandise margins increasing by 36 basis points[219]. - Segment profit increased by 4.7% to $1,568.4 million, but decreased by two basis points as a percentage of net sales[220]. - The company recorded no significant impairments in fiscal 2025, 2024, or 2023 to goodwill or intangible assets[257]. - The company maintains a Credit Facility with no outstanding borrowings as of January 31, 2026, indicating strong liquidity[262].

Financial Performance - Net sales for 2025 were $47,921,000, a decrease of $7,187,000 or 13.0% compared to $55,108,000 in 2024[159] - Gross profit for 2025 was $8,187,000, down from $8,932,000 in 2024, with a gross profit margin increase to 17.1% from 16.2%[164] - The company reported a net loss of $1,305,000 for 2025, compared to a net loss of $1,366,000 in 2024, reflecting a decrease of 4.47%[167] Operating Expenses - Operating expenses rose to $8,525,000 in 2025, an increase of $52,000 from $8,473,000 in 2024, representing 17.8% of net sales[165] Cash Flow and Liquidity - Cash decreased to $680,000 in 2025 from $753,000 in 2024, a decline of 9.69%[160] - For the fiscal year ended December 31, 2025, the company absorbed $1,352,000 in cash from operations, a significant decrease compared to generating $324,000 in fiscal 2024[182] - Cash used in investing activities was $3,122,000 in 2025, up from $2,285,000 in 2024, aimed at enhancing production efficiency and expanding manufacturing capabilities[184] - Cash provided by financing activities for the year ended December 31, 2025, was $8,331,000, which included a net increase in borrowings of $5,343,000 under the Current Credit Facility[185] - The company has sufficient liquidity to meet day-to-day cash requirements, but must refinance large portions of its indebtedness before September 30, 2026, and October 1, 2026[178] Debt and Credit Facilities - The company has outstanding indebtedness under the Current Credit Facility of $23,473,000, which matures on September 30, 2026[169] - The company is required to maintain a Fixed Charge Coverage Ratio of 1.25x starting from the rolling twelve-month period ending September 30, 2025[174] - The company entered into multiple amendments to its credit facility, extending maturity dates and waiving defaults, with amendment fees totaling $65,000[180] - The company has engaged in discussions with lenders regarding potential extensions or refinancings of its obligations, indicating ongoing financial negotiations[179] Working Capital - Working capital fell by 55.47% to $5,238,000 in 2025 from $11,776,000 in 2024[160] Other Financial Information - As of December 31, 2025, total unfilled contract values amounted to $270.1 million, including a backlog of $136.8 million[158] - The company sold 1,213,593 shares of common stock in 2025, generating gross proceeds of $4,869,000[170] - The company has no off-balance sheet arrangements as of December 31, 2025, and 2024, indicating a straightforward financial structure[187] - The company is obligated to pay a portion of Excess Cash Flow if it is positive, but for the fiscal year ended December 31, 2025, no payment is required[176] - Significant estimates in the financial statements include inventory valuation and income tax provision, which could lead to material changes in reported results[189]

IPO and Proceeds - The company completed its Initial Public Offering (IPO) on February 12, 2026, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Public Units at a price of $10.00 per unit[20]. - An additional $4,125,000 was generated from the private sale of 4,125,000 Private Placement Warrants at $1.00 each, bringing total proceeds to $234,125,000[21]. - The total amount of $230,000,000 from the IPO and Private Placement has been placed in a Trust Account[22]. - The company has $230,000,000 available for a Business Combination following the Initial Public Offering, assuming no redemptions and before payment of the Deferred Fee[49]. - The company has placed $230,000,000 in its Trust Account from the Initial Public Offering and Private Placement, with a pro rata Redemption Price of approximately $10.00 per Public Share[121]. Business Combination Requirements - The company must complete its initial Business Combination by February 12, 2028, or face termination and distribution of Trust Account funds[23]. - The company is required to complete Business Combinations with an aggregate fair market value of at least 80% of the Trust Account assets[29]. - The company anticipates structuring its initial Business Combination to acquire 100% of the equity interests or assets of the target business[31]. - The company may seek to extend the Combination Period with shareholder approval, which could affect the Trust Account and listing on Nasdaq[24]. - The company may need to obtain additional financing to complete its initial Business Combination if the transaction requires more cash than is available from the proceeds held in the Trust Account[50]. Shareholder Considerations - Shareholder approval may be required for the initial Business Combination under certain conditions, including significant changes in ownership or control[57]. - The initial redemption price for Public Shares is set at $10.00 per share, based on the aggregate amount in the Trust Account prior to the initial Business Combination[65]. - Public Shareholders are restricted from redeeming more than 15% of Public Shares sold in the Initial Public Offering without prior consent from the company[79]. - The company will provide Public Shareholders with the opportunity to redeem their shares either through a general meeting or a tender offer[69]. - The company may engage in privately negotiated transactions to incentivize Public Shareholders to vote in favor of the initial Business Combination[61]. Financial Condition and Risks - The company incurred total fees of $5,355,245 related to the IPO, including a cash underwriting fee of $1,989,637 and a Deferred Fee of $2,300,000[171]. - For the period from November 4, 2025, to December 31, 2025, the company reported a net loss of $1,038,713, primarily due to general and administrative costs and share-based compensation[170]. - As of December 31, 2025, the company had a working capital deficit of $219,347 and no cash, but following the IPO on February 12, 2026, cash held outside the Trust Account was approximately $1,962,363 with working capital of $1,061,501[175]. - The company may face significant dilution for Public Shareholders due to the nominal purchase price paid by the Sponsor for Founder Shares, which could impact the implied value of Public Shares[118]. - The company may face risks related to inflation and interest rate fluctuations, which could impact its ability to consummate a Business Combination[107]. Management and Experience - The management team has over 25 years of experience in private and public markets, having completed numerous transactions that achieved significant value creation[25]. - Peter D. Aquino has extensive experience in TMT, having served as Chairman of SeaChange International until May 2024, and led INAP through Chapter 11 restructuring[207]. - Igor Volshteyn has been CEO since inception and has over 20 years of experience in investment management, previously serving as CFO of Spartacus Acquisition Corporation[208]. - Mark Szynkowski, CFO since inception, has over 25 years of finance experience, including roles in mergers and acquisitions and compliance with SEC regulations[209]. - The company entered into a mergers and acquisition advisor agreement with The Klein Group on December 18, 2025, to assist in identifying potential targets for the initial Business Combination[185]. Regulatory and Compliance - The company is required to file annual, quarterly, and current reports with the SEC, ensuring transparency in its financial statements[98]. - The company is classified as an "emerging growth company," allowing it to take advantage of reduced reporting requirements[102]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing the initial Business Combination[113]. - The company’s disclosure controls and procedures were deemed effective as of December 31, 2025, ensuring compliance with SEC rules[198]. Market and Economic Conditions - The geopolitical conditions, including conflicts in Ukraine and the Middle East, may adversely affect the company’s ability to find a suitable target for its initial Business Combination[123]. - The company’s ability to consummate a Business Combination may be impacted by increased market volatility and decreased availability of financing due to global events[131]. - The company may face competition from other SPACs, private equity groups, and public companies, which could limit its ability to acquire larger target businesses[96]. - The trading price of the post-Business Combination company may decline below the Redemption Price, as seen in recent trends where many post-Business Combination companies experienced price drops[122].

Financial Performance - The company had a net income of $370,459 for the period from August 7, 2025, to December 31, 2025, primarily from interest earned on investments held in the Trust Account of $535,814[97]. - Cash used in operating activities from August 7, 2025, to December 31, 2025, was $228,357, with changes in operating assets and liabilities using $35,002 of cash[100]. - The company does not expect to generate operating revenues until after the completion of a business combination[96]. IPO and Fundraising - The IPO generated gross proceeds of $250,000,000 from the sale of 25,000,000 units at $10.00 per unit, with an additional $6,850,000 raised from the sale of 685,000 private placement units[98]. - The company incurred transaction costs of $14,449,003 related to the IPO, including a cash underwriting fee of $5,000,000 and a deferred underwriting fee of $8,750,000[99]. - The underwriters were paid a cash underwriting discount of $5,000,000, with a contingent deferred fee of $8,750,000 payable upon completion of a business combination[107]. Assets and Investments - As of December 31, 2025, the company had investments held in the Trust Account totaling $250,535,814, which will be used to complete a business combination[101]. - As of December 31, 2025, the company had cash of $1,071,605 available for identifying and evaluating target businesses[102]. - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2025[105]. Future Funding Needs - The company does not believe it will need to raise additional funds to meet operating expenditures prior to the business combination[104].

Financial Overview - The company completed its Initial Public Offering on July 11, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[18]. - A private sale of 6,000,000 Private Placement Warrants was completed simultaneously, generating an additional $6,000,000 in gross proceeds[19]. - The total proceeds of $230,000,000 from the IPO and Private Placement were placed in a Trust Account[20]. - The company has approximately $245.1 million available for a Business Combination as of December 31, 2025, before accounting for deferred underwriting commissions and taxes[60]. - The company has approximately $65,427 of proceeds held outside the Trust Account as of December 31, 2025, to fund dissolution costs[109]. - The company generated gross proceeds of $230,000,000 from the Initial Public Offering of 23,000,000 Units at $10.00 per Unit, with net proceeds of $231,522,384 after deducting offering expenses[177]. Business Combination Requirements - The company must complete its initial Business Combination by July 11, 2026, or face termination and distribution of Trust Account funds[31]. - The company is required to complete Business Combinations with a fair market value of at least 80% of the Trust Account assets[47]. - The company intends to structure its initial Business Combination to acquire at least 50% of the voting securities of the target business[48]. - The company may pursue Business Combinations with financially unstable or early-stage businesses, which could introduce various risks[61]. - The company has not yet selected a Business Combination target and is open to opportunities across various industries and geographies[63]. - The company may continue to seek a Business Combination with a different target if the initial proposed Business Combination is not completed[105]. Management and Strategy - The management team aims to leverage extensive industry relationships to create a pipeline of business combination opportunities[38]. - The management team includes experienced professionals with a strong background in mergers and acquisitions, enhancing the company's competitive positioning[43]. - The company aims to target businesses that are well-positioned for long-term growth and aligned with U.S. industrial capacity and innovation[63]. - The company may seek to recruit additional managers to enhance the management of the target business post-combination[74]. - The determination of whether key personnel will remain with the combined company will be made at the time of the initial Business Combination[73]. Shareholder Considerations - Shareholders may redeem their Public Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[84]. - The company will provide Public Shareholders with the opportunity to redeem their shares regardless of their voting decision on the initial Business Combination[87]. - The company requires 7,666,667 Public Shares, or 33.3% of the 23,000,000 Public Shares sold in the Initial Public Offering, to be voted in favor of an initial Business Combination for approval[92]. - A Public Shareholder may redeem their shares regardless of their voting stance on the proposed transaction[94]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[99]. Financial Risks and Obligations - The company may need to raise additional funds to complete its Business Combination or to cover redemptions of Public Shares, which could involve issuing additional securities or incurring debt[184]. - The company may incur substantial debt to complete a Business Combination, adversely affecting its financial condition[134]. - The company is liable to ensure that the Trust Account does not fall below $10.00 per Public Share due to third-party claims[112]. - If the Trust Account value drops below $10.00 per Public Share, shareholders may receive less than this amount upon redemption[113]. - The company has not verified whether its Sponsor has sufficient funds to meet indemnity obligations, raising concerns about potential claims against the Trust Account[112]. Regulatory and Compliance - The company is subject to SEC reporting obligations, including filing annual, quarterly, and current reports[119]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[124]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements[127]. - The company is considered a "controlled company" under Nasdaq standards, as more than 50% of the voting power for director appointments is held by a single entity[128]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[202]. Operational Challenges - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational efforts and evaluating acquisition candidates[173]. - The company may face competition from other SPACs and private equity groups, which could limit its ability to acquire larger target businesses[117]. - Increased competition for attractive targets among SPACs may raise costs and complicate the completion of Business Combinations[130]. - The company may face challenges in obtaining additional financing for its initial Business Combination or funding operations of a target business[129]. - The absence of a specified maximum redemption threshold may allow the company to complete a Business Combination even if a substantial majority of Public Shareholders disagree[134]. Miscellaneous - The Company has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial Business Combination[149]. - The Company completed the private sale of 6,000,000 warrants at a price of $1.00 per warrant, totaling $6,000,000[152]. - The Units commenced public trading on July 10, 2024, while Public Shares and Public Warrants began trading separately on August 30, 2024[147]. - The Company is focusing on pursuing an initial Business Combination in the healthcare industry[157]. - The Company has not encountered any cybersecurity incidents since its Initial Public Offering, but remains vulnerable to such risks[142].

Financial Overview - The company completed its Initial Public Offering on July 11, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[18]. - A total of 6,000,000 Private Placement Warrants were sold at $1.00 each, generating an additional $6,000,000 in gross proceeds[19]. - The company has approximately $245.1 million available for a Business Combination as of December 31, 2025, before accounting for deferred underwriting commissions and taxes[60]. - The amount in the Trust Account was approximately $10.59 per Public Share as of December 31, 2025[84]. - The company has approximately $65,427 of proceeds held outside the Trust Account as of December 31, 2025, to fund costs associated with dissolution[109]. - The Trust Account holds approximately $65,427 as of December 31, 2025, to cover potential claims, with estimated liquidation costs not exceeding $100,000[114]. - As of December 31, 2025, the company reported a net income of $8,789,649, which includes $9,795,490 of interest income earned on the Trust Account, offset by $1,005,841 of general and administrative costs[174]. Business Combination Requirements - The company must complete its initial Business Combination by July 11, 2026, or face termination and distribution of Trust Account funds[31]. - The company is required to complete Business Combinations with an aggregate fair market value of at least 80% of the Trust Account assets[47]. - The company intends to structure its initial Business Combination to acquire at least 50% of the voting securities of the target business[48]. - The company may pursue Business Combinations with affiliated companies, provided an independent valuation opinion is obtained to ensure fairness[49]. - The company may not complete the initial Business Combination if the cash required for redemptions exceeds the available cash[86]. - A minimum cash requirement may be imposed for cash consideration to be paid to the target or for working capital, and if cash requirements exceed available cash, the initial Business Combination will not be completed[98]. - The company will not complete the initial Business Combination if the aggregate cash consideration for redemptions exceeds the cash available[98]. Management and Strategy - The management team includes experienced professionals with a focus on strategic acquisitions and operational leadership[31]. - The company aims to leverage its extensive network to identify and execute compelling business combination opportunities[38]. - The company has shifted its focus to target businesses that enhance U.S. industrial capacity and economic resilience, particularly in domestic manufacturing and innovation[37]. - The company aims to target businesses that are well-positioned for long-term growth and aligned with U.S. industrial capacity and innovation[63]. - The Management Team's extensive network is expected to provide a substantial number of potential Business Combination targets, enhancing deal flow opportunities[55]. Shareholder Rights and Redemption - Shareholders may redeem their Public Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[84]. - Public Shareholders may redeem their shares irrespective of their voting decision, and the redemption offer will remain open for at least 20 business days[94]. - The company requires 7,666,667 Public Shares, or 33.3% of the 23,000,000 Public Shares sold in the Initial Public Offering, to be voted in favor of an initial Business Combination for approval[92]. - If only one-third of the issued Ordinary Shares vote, no additional Public Shares are needed for approval of the initial Business Combination[92]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[99]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer shares to exercise redemption rights[101]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[104]. Regulatory and Compliance - The company is subject to SEC reporting obligations, including filing annual, quarterly, and current reports[119]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[124]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion[126]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements[127]. - The company is considered a "controlled company" under Nasdaq standards, as more than 50% of the voting power for director appointments is held by a single entity[128]. - The company is subject to changing laws and regulations that could increase costs and the risk of non-compliance[134]. Risks and Challenges - There is a risk that the company may not complete its initial Business Combination within the Combination Period, leading to liquidation and redemption of Public Shares[129]. - Increased competition among SPACs for attractive targets may result in higher costs or an inability to find suitable targets for Business Combinations[130]. - The company may face challenges in obtaining additional financing necessary for completing its initial Business Combination or funding operations of a target business[129]. - Public Shareholders may not have the opportunity to vote on the proposed initial Business Combination, which could lead to a situation where a majority does not support the combination[131]. - The company may face substantial debt obligations to complete a Business Combination, adversely affecting its financial condition[134]. - The ability to redeem Public Shares for cash may limit the attractiveness of the company to potential Business Combination targets[131]. - The company may incur costs related to the evaluation and negotiation of target businesses, which could reduce available funds for future Business Combinations[69]. Financial Obligations and Agreements - A new administrative services agreement was established with Dominari Holdings Inc. for $20,000 per month[29]. - The company issued a promissory note to the Sponsor for up to $1,500,000 at a 12% annual interest rate[30]. - The company entered into a promissory note with a 12% interest rate, due upon the earlier of the initial Business Combination or liquidation[172]. - The company has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial Business Combination[149]. - The underwriters of the Initial Public Offering are entitled to deferred underwriting commissions of $10,950,000, payable upon the completion of the initial Business Combination[186]. Cybersecurity and Internal Controls - The Company may face risks related to cybersecurity incidents that could adversely affect its financial condition[142]. - The Company has not encountered any cybersecurity incidents since its Initial Public Offering[142]. - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2025, determining it to be effective[204]. - The Company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[202].

Acquisition and Growth - The company completed the acquisition of Event Risk LLC for a total consideration of approximately $10.1 million, including $5.0 million in cash and 1,724,418 shares of Class A Common Stock[22]. - The company has increased its workforce from 90 to over 400 employees following the Event Risk Acquisition, significantly enhancing its operational capacity[56]. - The company completed the Event Risk Acquisition, aiming to integrate Event Risk's services with its autonomous machines and AI-driven software, although uncertainties remain regarding the successful integration[160]. Financial Performance - The company incurred a net loss of $33.8 million for the year ended December 31, 2025, compared to a net loss of $31.7 million for the year ended December 31, 2024, with an accumulated deficit of $227.0 million as of December 31, 2025[61]. - Cash and cash equivalents increased to $20.6 million as of December 31, 2025, up from $11.1 million as of December 31, 2024[61]. - Total revenue increased to approximately $11.3 million in 2025, a growth of $0.5 million or 5% compared to 2024[180][213]. - Service revenue accounted for 70% of total revenue in 2025, while product revenue made up 30%[212]. - The total cost of revenue increased to $16.1 million in 2025, representing 142% of total revenue, up from 134% in 2024[212]. - Research and development expenses rose significantly to $12.5 million in 2025, accounting for 110% of revenue[212]. Market and Competition - The U.S. security services industry is estimated to have a total addressable market worth upwards of $230 billion by 2026, encompassing various sectors including public safety and digital security[31]. - The company operates in a competitive market with various segments, facing challenges from competitors with greater resources and established customer bases[46]. - Competition in the physical security technology market is increasing, with other companies potentially having more resources and better pricing strategies[101]. Operational Challenges - Supply chain constraints in 2025 led to increased lead times and higher costs, particularly affecting the ECD product line due to global disruptions and component shortages[39]. - The company is dependent on a complex global supply chain, facing challenges that could delay product deployment and affect revenue recognition[132]. - Significant supply chain constraints impacted revenue timing and margin performance, particularly affecting electronic components[180][190]. Regulatory and Compliance Issues - Regulatory compliance is a significant aspect of the company's operations, impacting costs and operational complexity due to evolving laws and regulations[50]. - The company may face increased scrutiny from regulatory authorities due to evolving data protection laws, including the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR), which impose strict compliance requirements[104][106]. - Noncompliance with the CCPA could result in fines of up to $7,500 per violation, adversely affecting the company's financial condition[105]. - The GDPR imposes potential fines of up to €20 million or 4% of annual global revenues for noncompliance, which could significantly impact the company's operations[106]. Risks and Uncertainties - The company has not yet generated any profits and anticipates continued losses for the foreseeable future, raising substantial doubt about its ability to continue as a going concern[60]. - The company is currently dependent on additional fundraising to sustain ongoing operations and may need to significantly reduce operations if unable to secure sufficient funding[66]. - Future operating results are difficult to predict due to various factors, including competition, technological changes, and market demand[77]. - The company is exposed to risks of losing contracts due to terminations or non-renewals, which could adversely affect financial condition and liquidity[73]. Technology and Innovation - The company holds twelve patents related to its autonomous security robots and associated technologies, with some patents beginning to expire in 2035[37]. - The company aims to expand its software-driven orchestration and integrate enforcement services into its security offerings[35]. - The K7 ASR platform remains in development, with commercial production expected in late 2026 or early 2027[184]. Financial Liabilities and Capital Structure - The company issued unsecured Public Safety Infrastructure Bonds totaling approximately $4.3 million, with a 10% annual interest rate starting December 31, 2024[95]. - The company has not paid cash dividends in the past and does not expect to do so in the future, limiting returns on investment to stock price appreciation[140]. - The company’s Class A Common Stock is listed on The Nasdaq Capital Market, and failure to comply with listing requirements could result in delisting, adversely affecting financial condition[133]. Cybersecurity and IT Risks - Cybersecurity risks are heightened due to increasing sophistication of cyberattacks, which could disrupt operations and lead to significant financial costs[116]. - Any security breach could result in reputational damage, regulatory scrutiny, and potential legal liabilities, adversely affecting the company's business and financial condition[117]. - The company has developed a cybersecurity risk management program to protect its critical systems and information, although it acknowledges the risks associated with cybersecurity threats[163].

Financial Performance - The company reported a significant increase in revenue, achieving $50 million in Q4 2023, representing a 25% year-over-year growth [8]. - The company anticipates a revenue growth of 20% for the next fiscal year, projecting total revenue to reach $60 million [9]. - The gross margin improved to 65%, up from 60% in the previous year, indicating better cost management [8]. User Growth - User data showed a 15% increase in active users, reaching 1.2 million by the end of the fiscal year [8]. Product Development and Market Expansion - New product launches, including the Catamaran™ SI Joint Fusion System, are expected to drive sales, with an estimated market size of $1 billion [16]. - The company is focusing on market expansion, targeting an additional 200 hospitals in the next year [16]. - Research and development expenses increased by 30%, totaling $10 million, to support new technology initiatives [16]. - The company plans to pursue strategic acquisitions to enhance its product portfolio and market presence [16]. Competitive Environment - The company faced pricing pressure, with competitors reducing prices by an average of 10% [16]. - The company operates in a highly competitive environment, and inability to compete effectively may hinder sales and growth [16]. Risks and Challenges - The company has incurred losses in the past and may be unable to achieve or sustain profitability in the future [16]. - The adoption of the Catamaran™ SI Joint Fusion System and the SImmetry SI Joint Fusion System may be delayed if healthcare providers cannot obtain coverage and reimbursement from third-party payors [16]. - The company is dependent on a limited number of contract manufacturers, and the loss of any of these could materially adversely affect its business [16]. - The size and future growth of the SI Joint fixation market are uncertain, and estimates may be smaller than anticipated, potentially impacting sales growth [17]. - The company may seek to grow through acquisitions or investments, and failure to manage these could have a material adverse effect [17]. - The company faces risks related to cybersecurity and data leakage, which could harm its operations [17]. - Compliance with extensive governmental regulations is critical, and failure to do so could negatively impact the business [16]. - The company may incur product liability losses, and insurance coverage may be inadequate [17]. - Geopolitical conditions, including trade disputes, could adversely affect operations and financial results [17]. Cybersecurity - The company is committed to enhancing cybersecurity measures, investing $2 million in new technologies to protect sensitive data [17].

Financial Resources and Requirements - The company expects to have $173,195,000 available from the IPO and private placement units to complete its business combination and cover related fees and expenses, including $300,000 for deferred underwriting commissions[150]. - The company must maintain net tangible assets of at least $5,000,001 to redeem public shares prior to the initial business combination[164]. - The company expects to have approximately $580,000 available initially outside the trust account to fund working capital requirements[185]. - If the trust account proceeds fall below $10.00 per public share, it may reduce the funds available for distribution to public shareholders[183]. - Up to $5,000,000 in loans from the sponsor may be convertible into private placement units at a price of $8.00 per unit[185]. - The company may need to seek additional financing if the net proceeds from the IPO and private placement units are insufficient for the initial business combination[169]. Business Combination Risks - The company may face challenges in completing its initial business combination if it does not meet its general criteria and guidelines, potentially leading to a higher number of shareholders exercising their redemption rights[142]. - There is a risk that the company may enter into a business combination with a financially unstable business or one lacking an established record of revenue or earnings, which could adversely affect operations and profitability[144]. - The company may not be required to obtain an independent valuation opinion for the target business, relying instead on the judgment of its board of directors to determine fair market value[145]. - The company may seek acquisition opportunities in industries outside of its management's areas of expertise, which could hinder its ability to assess significant risk factors[152]. - The company may attempt to complete multiple business combinations simultaneously, which could complicate negotiations and increase costs, negatively impacting profitability[156]. - The company may not maintain control of a target business post-combination, raising concerns about the new management's ability to operate profitably[160]. - The company is solely dependent on the performance of a single business or asset, which may limit diversification and increase operational risks[155]. - The company may face difficulties in assessing the management of prospective target businesses, potentially leading to poor post-combination performance[143]. - The company acknowledges that its management team may become involved in litigation or investigations that could divert attention from identifying suitable business combinations[159]. - The company may face write-downs or restructuring charges post-business combination that could negatively impact financial condition and share price[179]. - The company may incur substantial debt to complete a business combination, which could adversely affect leverage and financial condition[200]. Shareholder Considerations - The company does not have a specified maximum redemption threshold, allowing for a business combination even if a substantial majority of shareholders disagree[164]. - Shareholders may face liability for claims against the company to the extent of distributions received upon redemption of their shares[186]. - Shareholders may not have rights to funds from the trust account except under limited circumstances[194]. - The past performance of the management team is not indicative of future performance or investment returns[192]. - The company may issue additional Class A ordinary shares, which could dilute existing shareholders' interests[190]. - The company may amend agreements related to the IPO without shareholder approval, which could affect public shareholders[168]. - The company may not hold an annual general meeting until after the initial business combination is completed[187]. Market and Regulatory Risks - If the company cannot complete its initial business combination within 12 months, public shareholders may have to wait longer for redemption from the trust account[178]. - Increased costs and decreased availability of directors and officers liability insurance could complicate the negotiation of an initial business combination[170]. - The company may engage the underwriter for additional services post-IPO, which could create potential conflicts of interest[173]. - The management team has invested in the sponsor, aligning their interests with shareholders, but this could also lead to conflicts of interest[177]. - If the company is deemed a 'blank check' company, investors will not receive protections normally afforded to investors in such companies[196]. - The company may face significant adverse consequences if its securities are delisted from trading on the Nasdaq[196]. - Nasdaq listing requires maintaining a minimum stock price of $4.00 per share and at least 400 public holders[195]. - The Inflation Reduction Act of 2022 imposes a 1% U.S. federal excise tax on certain stock repurchases, which could apply to redemptions after a business combination[204]. - The company may seek acquisition opportunities in foreign countries, facing political and economic risks[206]. Financial Statement Considerations - The Trust Account balance as of December 31, 2025, is $173,403,838, with no significant market risk from interest rate changes[253]. - A hypothetical 100-basis-point change in interest rates would not materially impact the Company's financial statements[253]. - The Public Warrant liability is valued at $1,419,066, with key drivers including stock price, expected volatility, and risk-free rate[254]. - A 1 percentage point increase in volatility would increase the warrant liability by approximately $46,000[254]. - A $0.50 increase in stock price would increase the warrant liability by approximately $27,000[254]. - Natural disasters could materially adversely affect the company's search for a business combination and operations[175].