Financial Performance - Total net operating revenue for 2023 was US$41,784 million, with Iron Ore Solutions contributing US$34,079 million (81.6% of total) and Vale Base Metals contributing US$7,569 million (18.1% of total) [20] - Iron ore and iron ore pellets accounted for 76.6% of the company's net operating revenue in 2025, while nickel contributed 11.2% [116] - A US$1 decrease in the average iron ore price would have reduced the company's operating income by approximately US$290 million for the year ended December 31, 2025 [117] - The company experienced net foreign exchange gains of US$366 million in 2025, compared to losses of US$83 million in 2024 [118] - In 2025, 51% of net operating revenue was attributable to sales to customers in China, highlighting the significant impact of Chinese economic conditions on overall performance [146] Production and Operational Goals - Nickel production is targeted to double by 2035, with a focus on operational efficiency and maintaining geographical advantages in the Americas and Europe [25] - The copper production target is set to reach 700,000 tons per year by 2035, leveraging existing infrastructure and high-grade mineral assets [29] - Iron ore production in 2023 was 27,760 million tons, with iron ore pellets production at 5,803 million tons [20] - The Novo Carajás Program launched in February 2025 aims to optimize iron ore production and accelerate copper production growth in the Carajás region, with strategic investments in technology and sustainability [36] Environmental and Sustainability Initiatives - The company aims to lead the decarbonization of the steel industry while maintaining competitive costs and customer-centric flexibility in the iron ore business [25] - The company aims to reduce absolute greenhouse gas (GHG) emissions from Scopes 1 and 2 by 33% by 2030, using 2017 as the baseline, and achieve net-zero emissions for these scopes by 2050 [43] - In 2025, the company invested US$251.6 million in reducing GHG emissions, part of a total investment of US$1.7 billion since 2020 [43] - The company achieved 100% renewable energy supply in Brazil in 2023, two years ahead of schedule, and plans to achieve this globally by 2030 [44] - In 2025, 81% of the company's production did not generate tailings disposed of in dams, aligning with its circularity initiatives [46] - The company has recovered over 25,000 hectares and maintained the protection of more than 200,000 hectares as part of its Forest Target [45] Legal and Regulatory Matters - The estimated economic value of the Judicial Settlement for Integral Reparation related to the Brumadinho dam failure is R$37.7 billion [58] - As of December 31, 2025, the company incurred R$6.8 billion in infrastructure works and environmental and socioeconomic reparation actions related to the Brumadinho dam failure [58] - The Definitive Settlement is estimated at R$170 billion, covering disbursements over 20 years for remediation and compensation actions [64] - Changes in Brazilian tax laws, including a new consumption tax expected to be implemented by 2033, could increase the overall tax burden on operations [165] - The Brazilian government's economic policies and political stability significantly influence the company's financial performance and market conditions [170] Community Engagement and Social Responsibility - Approximately 60,000 people were engaged in initiatives to help lift individuals out of extreme poverty in 2025 [49] - The company supports 478 local associations and small businesses, benefiting more than 20,000 people through various community initiatives [60] - As of December 31, 2025, Samarco has made R$11.1 billion in compensation payments under the Definitive Indemnity Program (PID) with 301,500 agreements [69] - By December 2025, approximately 99% of resettlement cases in affected districts have been completed [71] Risk Management - The company is subject to various operational risks, including extreme weather conditions and supply chain disruptions, which could adversely affect financial performance [100] - The company faces significant expenditures related to remediation and compensation for damages from past dam failures, impacting its financial condition [114] - The company is exposed to geopolitical tensions and trade policies that may disrupt operations and impact financial performance [140] - The company has a structured approach to managing geotechnical risks, including the establishment of a dedicated Geotechnical Risk Committee and adherence to international best practices such as the Global Industry Standard on Tailings Management (GISTM) and the Tailings and Dams Management System (TDMS) [189] - The company actively manages strategic risks through continuous monitoring of market and geopolitical trends, structured portfolio reviews, and assessment of technological shifts [197] Cybersecurity and Information Security - The company has implemented comprehensive information security policies to manage cyber risks, including advanced security technologies and a culture of cybersecurity awareness [204] - Cybersecurity threats, including AI-enabled attacks, pose risks to business operations and financial disclosures, potentially leading to operational disruptions and reputational damage [152] Financial and Market Risks - The company is exposed to market risks associated with commodity price volatility, foreign exchange rates, and interest rates, with risk mitigation programs in place including forward transactions and options [193] - The company's accounts receivable portfolio is geographically diversified, with significant exposure in Asia, Europe, and Brazil, and employs various guarantees to enhance credit quality [196] - The company’s financial risk management includes monitoring market risk exposure and implementing strategies to mitigate potential impacts on cash flow [192]

Fleet Operations - The company operates oil tankers of various sizes, including very large crude carriers (VLCCs) ranging from 200,000 to 320,000 dwt, and Suezmax tankers between 120,000 and 170,000 dwt [24]. - The average age of the company's vessels is 7.5 years as of December 31, 2025, which may impact charterhire payments and resale value [41]. - As of December 31, 2025, the Company's fleet consisted of 80 vessels with an aggregate capacity of approximately 17.6 million DWT [187]. - The company operates a modern, fuel-efficient fleet with an average age of 7.5 years, with all vessels being ECO vessels and 46 scrubber-fitted [199]. - As of December 31, 2025, 77 out of 80 vessels owned by the company were employed in the spot market or on short-term variable rate time charters, exposing the company to fluctuations in spot market charter rates [94]. Market Dynamics - The tanker industry is highly cyclical and volatile, with profitability and charter rates affected by supply and demand dynamics, which could adversely impact revenues and cash flows [32]. - A decrease in shipments of crude oil or changes in trade patterns could materially affect the company's financial performance, particularly from key markets such as the Arabian Gulf and West Africa [35]. - An oversupply of tanker capacity could lead to reduced charter rates and vessel values, adversely impacting the company's financial results [38]. - The company is exposed to fluctuations in global economic conditions, which may reduce demand for oil products and lower charter rates [37]. - The tanker market has historically been volatile, with spot market rates sometimes falling below operating costs, which could impact profitability and the ability to pay dividends [96]. Regulatory and Compliance Risks - The company faces risks from regulatory changes, geopolitical conflicts, and environmental regulations that may disrupt operations and affect profitability [28]. - The company is subject to significant economic sanctions imposed by the U.S., European Union, and United Kingdom due to geopolitical conflicts, which may adversely affect its operations and market reputation [77]. - Compliance with safety and environmental regulations may result in significant expenses, potentially impairing the company's financial performance [80]. - The company is required to maintain operating standards for all vessels, emphasizing operational safety and compliance with environmental regulations [208]. - The International Maritime Organization (IMO) has established a global 0.5% m/m sulfur oxide emissions limit effective January 1, 2020, reduced from 3.50% [213]. Financial Performance and Risks - The company has $3,067.7 million of outstanding debt as of December 31, 2025, with financial covenants requiring maintenance of minimum vessel values and positive working capital [119]. - The company may not have adequate insurance coverage for its vessels, which could harm its financial condition and ability to pay dividends [141]. - The company cannot guarantee that it will be able to obtain additional financing on acceptable terms, which may hinder growth and negatively impact cash flows [127]. - The company may face financial penalties or additional taxes if it fails to maintain sufficient economic substance in Cyprus or other jurisdictions [125]. - Volatility in interest rates could affect profitability, with floating interest rates based on the Secured Overnight Financing Rate (SOFR) posing risks to financial performance [116]. Cybersecurity and Technological Risks - The company relies on information systems for operations, and any significant security breaches could adversely affect business and results [43]. - The company faces significant cybersecurity risks, including potential data breaches and system disruptions, which could adversely affect its operations and financial condition [46]. - Cybersecurity incidents may lead to substantial expenses for investigation and remediation, potentially resulting in litigation and diminished customer confidence [47]. - Technological advancements in vessel design and efficiency could impact the company's competitive position and charterhire income [41]. Environmental and ESG Considerations - The company is subject to increasing scrutiny regarding its ESG policies, which may impose additional costs and risks if it fails to meet evolving investor expectations [51]. - The company may need to allocate more resources to meet stringent ESG standards, impacting its capital expenditures and overall financial condition [52]. - The company believes it is in substantial compliance with applicable environmental laws and regulations, holding all necessary permits and licenses [208]. - Future regulations may require the installation of expensive emission control systems, potentially affecting the company's financial condition [221]. Strategic Transactions and Acquisitions - The company agreed to acquire nine ECO VLCC newbuildings with deliveries expected in 2026 to 2027, but delays could adversely affect anticipated revenues [109]. - The Company entered into a Framework Agreement on October 9, 2023, to acquire 24 VLCCs for an aggregate purchase price of $2,350.0 million [180]. - The Company sold 13,664,613 shares in CMB.TECH for $251.8 million in November 2023, using the proceeds to partly finance the Acquisition [183]. - In December 2025, the Company agreed to sell eight first generation ECO VLCCs for a total sales price of $831.5 million, expecting net cash proceeds of approximately $477.2 million and a gain of about $212.0 million in the first quarter of 2026 [185]. Labor and Operational Challenges - The company employed 85 people across various locations as of December 31, 2025, and any labor interruptions could materially affect its business and financial condition [137]. - The company may face challenges in recruiting suitable employees and crew as it expands its fleet, which could limit growth and financial performance [114].

IPO and Financing - The company completed its Initial Public Offering (IPO) on December 19, 2025, raising gross proceeds of $230 million from the sale of 23,000,000 Units at $10.00 per Unit[21]. - An additional $6,175,000 was generated from the private sale of 4,116,667 Private Placement Warrants at a price of $1.50 per warrant[22]. - The total amount of $230 million from the IPO and Private Placement is held in a Trust Account[23]. - As of December 31, 2025, the company has $230,231,978 available for a Business Combination, excluding amounts held outside the Trust Account for working capital[62]. - The company has approximately $1,270,396 of proceeds held outside the Trust Account as of December 31, 2025, to fund costs associated with dissolution[106]. - The company satisfied its liquidity needs through a $25,000 contribution from the Sponsor, a loan of up to $300,000 under the IPO Promissory Note, and net proceeds from the Initial Public Offering[186]. - The loan of $194,319 under the IPO Promissory Note was fully repaid upon the consummation of the Initial Public Offering on December 19, 2025[187]. - The company may need additional financing to complete its initial Business Combination if the transaction requires more cash than available from the Trust Account or if significant Public Shares are redeemed[63]. - The company does not expect to raise additional funds to meet operating expenditures but may need additional financing for a Business Combination or to redeem Public Shares[189]. Business Combination and Acquisition Strategy - The company must complete its initial Business Combination by December 19, 2027, or face termination and distribution of Trust Account funds[24]. - The company is focusing on technology and software infrastructure companies within the blockchain and fintech sectors, but may consider other industries if compelling opportunities arise[20][28]. - The company is focused on acquiring businesses that are cash flow positive and demonstrate consistent margin integrity, particularly those with recurring revenue models[36]. - The company has established criteria for evaluating potential acquisition targets, although it may pursue opportunities that do not meet these criteria[34]. - The management team is looking for companies with defensible and competitive advantages driven by technology, which can provide differentiation in the marketplace[36]. - The company aims to structure its initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may also acquire less than 100% under certain conditions[47]. - The company has not yet selected a Business Combination target and may pursue opportunities across various industries[66]. - The company may pursue initial Business Combinations with affiliated entities, provided an independent valuation opinion is obtained to ensure fairness[48]. - The company may incur losses from costs associated with identifying and evaluating prospective target businesses that do not result in completed Business Combinations[68]. Competition and Market Conditions - The company faces intense competition from other SPACs and private investors for attractive acquisition targets, which may complicate the Business Combination process[33]. - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[115]. - Recent fluctuations in inflation and interest rates may hinder the ability to consummate an initial Business Combination[128]. - The ongoing geopolitical conflicts, including the Russia-Ukraine conflict, may adversely affect the ability to find a target business for the initial Business Combination[140]. - Military conflicts may lead to increased price volatility for publicly traded securities, complicating the consummation of an initial Business Combination[147]. Shareholder Rights and Redemption - If the initial Business Combination is not completed within the specified period, the company will redeem 100% of the Public Shares at a price based on the Trust Account balance, which was approximately $10.01 per share as of December 31, 2025[44]. - The company anticipates needing 8,625,001, or 37.5%, 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[89]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the Ordinary Shares sold in the Initial Public Offering without prior consent[96]. - The company will provide Public Shareholders with the opportunity to redeem their shares regardless of their voting decision on the initial Business Combination[89]. - The company may conduct redemptions either through a general meeting or a tender offer, depending on various factors including legal requirements[85]. - If the aggregate cash consideration for redemptions exceeds the available cash, the company will not complete the initial Business Combination or redeem any Public Shares[84]. - The company’s Sponsor, directors, and officers have agreed to waive their redemption rights concerning any Founder Shares and Public Shares they may hold[83]. - If shareholder approval is not required, the company will conduct redemptions in conjunction with a proxy solicitation under Regulation 14A of the Exchange Act[90]. - The expected redemption price upon dissolution is approximately $10.01 per share as of December 31, 2025[107]. Management and Governance - The Management Team has extensive experience in SPAC mergers, with past transactions including FinTech Acquisition Corp. and FTAC Olympus Acquisition Corp.[29][30]. - The Management Team's experience includes sourcing and executing transactions across venture capital and private equity, enhancing their ability to identify high-potential targets[27]. - The management team has a significant network of contacts and relationships globally, which provides a substantial number of potential acquisition targets[39]. - The management team may have conflicts of interest due to their commitments to other entities, potentially affecting the Business Combination process[136]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[121]. - The company will remain a smaller reporting company until specific market value or revenue thresholds are met[124]. - The company may be viewed as a "controlled company" under Nasdaq Rules, which could affect corporate governance requirements[125]. Financial Performance and Reporting - The company reported a net income of $105,478 for the period from June 27, 2025, to December 31, 2025, primarily from interest earned on Trust Account investments[180]. - Total fees incurred during the IPO amounted to $15,646,442, which included a cash underwriting fee of $4,000,000 and a Deferred Fee of $10,950,000[181]. - The company has not generated any operating revenues to date and has only engaged in organizational activities and efforts to identify acquisition targets[179]. - The company is required to file annual, quarterly, and current reports with the SEC, ensuring transparency in its financial reporting[117]. - The company will provide audited financial statements of the prospective target business to shareholders as part of the proxy solicitation materials[118]. - The management believes there are no recently issued accounting standards that would materially affect the financial statements if adopted[198]. Risks and Uncertainties - The potential for adverse developments in the financial services industry could negatively impact business prospects and results of operations[128]. - The company may not be required to obtain an independent valuation opinion for the target business, raising concerns about fairness in pricing[130]. - The absence of a specified maximum redemption threshold may allow completion of a Business Combination even if a majority of Public Shareholders disagree[130]. - Key personnel loss from a Business Combination target could negatively impact post-combination operations and profitability[133]. - The company may face regulatory review and approval requirements that could impede the completion of an initial Business Combination[133]. - The company may need to liquidate investments in the Trust Account to mitigate the risk of being deemed an investment company, potentially resulting in lower returns for Public Shareholders[135]. - Public Shareholders may experience immediate and substantial dilution from the purchase of Class A Ordinary Shares, as the Sponsor paid approximately $0.004 per Founder Share[150]. - The share price of the post-Business Combination company may decline below the Redemption Price, with no assurance of selling shares at or above this price[151]. - The company may be classified as a passive foreign investment company, potentially resulting in adverse U.S. federal income tax consequences for U.S. shareholders[145]. - The company has not yet identified a target for the initial Business Combination, creating uncertainty regarding financial condition and business prospects[151]. - The nominal purchase price for Founder Shares may result in significant dilution to the implied value of Public Shares upon consummation of the initial Business Combination[150].

Financial Risks - The company is exposed to various financial risks, including market risk, credit risk, and liquidity risk, with a focus on minimizing adverse effects on financial performance [677]. - The total exposure to credit risk is equal to the total value of financial assets held at year-end, with a loss allowance for expected credit losses recognized based on credit risk assessments [680]. - The company is continually reviewing credit risk associated with bank deposits and aims to mitigate this risk by holding deposits with banks of high credit status [682]. - Foreign exchange risk arises from transactions in currencies other than the functional currency, with cash balances retained in US Dollars to reduce exposure [683]. - The company does not hold any derivative instruments that expose it to material interest rate risk [684]. - Liquidity risk is managed through working capital management, with an emphasis on settling balances as they become due [685]. Financing Needs - As of December 31, 2025, $26.08 million remains undrawn from a $35.0 million Equity Line of Credit (ELOC) established in January 2025 [688]. - The company anticipates requiring additional financing in the third quarter of 2026 to support ongoing development programs and operations [688]. - The independent registered public accounting firm expressed substantial doubt about the company's ability to continue as a going concern due to uncertainties in financing options [690]. - The company is evaluating financing options, including potential acquisitions or mergers, but acknowledges that any financing may be dilutive [689]. ADR and Tax Obligations - ADR holders must pay any taxes or governmental charges related to their Depositary Shares or ADRs [706]. - The depositary has the right to deduct unpaid taxes from cash distributions or sell deposited securities to cover tax obligations [706]. - ADR holders agree to indemnify the depositary and its affiliates against claims from governmental authorities regarding taxes and penalties [707].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x 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 _______________ OR ¨ SHELL COMPANY PURSUANT T ...

IPO and Fundraising - The company completed its initial public offering on February 20, 2026, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[25]. - An additional private placement of 695,000 units was completed simultaneously, generating gross proceeds of $6.95 million[25]. - The total proceeds of $230 million from the IPO and private placement, including $8.05 million of underwriters' deferred commission, were placed in a U.S.-based trust account[25]. - The company has deposited $230,000,000 in a U.S. based trust account, with an initial investment in U.S. government treasury obligations[65]. - The trust account includes up to $8,050,000 in deferred underwriting commissions, which will be available for public share redemptions if necessary[65]. - The company has $221.95 million available from its initial public offering and private placement units to complete its initial business combination, after accounting for $8.05 million in deferred underwriting commissions[167]. Business Combination Strategy - The company intends to pursue an initial business combination with target businesses having an enterprise value of approximately $750 million to $1.5 billion or more[24]. - The acquisition strategy focuses on businesses with strong market positions, attractive growth potential, and experienced management teams[36]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[47]. - The company may pursue business combinations with affiliated companies, but will obtain an independent valuation opinion to ensure fairness[60]. - The management team will evaluate business combination opportunities across various industries, but there is no guarantee of success due to the lack of specific target selection[145]. - The company has not selected a specific business combination target but intends to target businesses with enterprise values greater than the net proceeds from its initial public offering and the sale of private placement units[180]. Timeframe and Redemption - The company has a 24-month period from the closing of the IPO to complete its initial business combination, with the possibility of seeking shareholder approval for extensions[42]. - If the initial business combination is not completed within the 24-month period, the company will redeem 100% of public shares at approximately $10.00 per share[44]. - If the initial business combination is not completed within the specified period, the company will redeem 100% of public shares at a price equal to the amount in the trust account[68]. - The per-share redemption price for public shareholders will be calculated based on the aggregate amount in the trust account, including interest earned[70]. - If the company does not seek to extend the period for consummating the initial business combination, it will cease operations and redeem public shares within ten business days[99]. - If too many public shareholders exercise their redemption rights, the company may not meet cash requirements for a business combination, potentially leading to an unsuccessful transaction[90]. Management and Conflicts of Interest - The management team has raised over $10 billion in capital through public and private markets, enhancing their ability to evaluate financing alternatives for potential business combinations[32]. - The company may face conflicts of interest due to management's ownership of founder shares and private placement units, which could affect decision-making[61]. - The company is not prohibited from pursuing business combinations with entities that have existing fiduciary obligations to other companies[50]. - Officers and directors may have fiduciary or contractual obligations to other entities, leading to conflicts in presenting business opportunities[223]. - Conflicts of interest may arise if officers and directors pursue business combinations for other blank check companies they are involved with[223]. Regulatory and Compliance Issues - Nasdaq rules require that the aggregate fair market value of the business combination must be at least 80% of the value of the assets held in the trust account[46]. - The SEC adopted new SPAC Rules on January 24, 2024, requiring additional disclosures related to business combination transactions and potential conflicts of interest[123]. - Compliance with the SPAC Rules may increase costs and extend the time needed to negotiate and complete an initial business combination[125]. - The company is required to provide public shareholders with the opportunity to redeem their shares for cash if amendments to the governing documents are proposed[179]. - The company may face regulatory review and approval requirements for its initial business combination, particularly from CFIUS, which could limit the pool of potential targets[186]. Financial Risks and Liabilities - There are no commitments to issue shares or incur debt as of the report date, but the company may choose to incur substantial debt in connection with a business combination[56]. - The company may incur substantial debt to complete a business combination, which could negatively impact its financial condition and shareholder value[166]. - The company may face excise tax implications on redemptions if it engages in a business combination with a U.S. entity[115]. - Any excise tax payable due to redemptions would be the company's responsibility, potentially reducing cash available for business combinations[117]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds the amount available from the trust account, which could compel it to restructure or abandon a business combination[180]. Market and Economic Conditions - Ongoing geopolitical conflicts, such as the U.S.-Iran military escalation and the Russia-Ukraine conflict, may adversely affect market conditions and the search for business combinations[138]. - The number of SPACs has risen significantly, resulting in fewer available attractive targets for business combinations[189]. - Tariffs and changes in international trade policies could adversely affect the search for initial business combination targets and the performance of post-business combination companies[194][195]. - The economic and political conditions in the country of operation could significantly affect the company's business and profitability post-combination[218]. Operational Challenges - The company may face challenges in completing desirable business combinations due to the potential for significant shareholder redemptions[93]. - Key personnel from an acquisition candidate may resign after the business combination, potentially affecting operations and profitability[199]. - The company may face challenges in obtaining necessary financial statements from target businesses, limiting potential acquisition opportunities[192]. - The company may pursue complex business combinations that require significant operational improvements, which could delay achieving desired results[203]. - The company may not maintain control of a target business after the initial business combination, potentially leading to management challenges[201].

Interest Rate Risk - The company is exposed to interest rate risk with fixed-rate debt instruments bearing interest rates of approximately 7-23% as of December 31, 2025[351]. - A hypothetical 100 basis point increase in market interest rates would not have materially impacted the company's results for the year ended December 31, 2025[352]. - The company does not utilize derivative instruments or hedging strategies, believing that current market risk exposures did not materially affect its financial condition for the year ended December 31, 2025[364]. Raw Material and Logistics Costs - The company sources approximately one-third of its raw materials domestically, one-third from China, and the remainder from other international sources[357]. - A 10% increase in raw material or logistics costs could have a material adverse effect on gross margins if not offset through pricing or cost controls[357]. - The company is subject to commodity and input cost risks associated with changes in the cost and availability of raw materials[356]. Foreign Currency Exposure - The company does not currently hedge foreign currency exposures, and a 10% adverse movement in foreign currency exchange rates could increase input costs[354]. Market Conditions - The market price of the company's common stock has been volatile since listing, influenced by factors beyond its control[358]. - The company faces risks from inflation and broader macroeconomic conditions that may increase costs and reduce consumer demand[360]. - The company has ongoing monitoring of input costs and pricing strategies to manage market risks[362].

IPO and Fundraising - The company completed an initial public offering (IPO) on February 9, 2026, raising gross proceeds of $172.5 million from the sale of 17,250,000 public units at a price of $10.00 per unit[22]. - A private placement generated an additional $2.79 million from the sale of 279,465 private placement units and 768,529 restricted Class A ordinary shares[23]. - The total net proceeds of $172.5 million from the IPO and private placement are held in a trust account, invested only in U.S. government treasury bills or money market funds[24]. - As of February 9, 2026, the company has $160,425,000 in the Trust Account available for a business combination, net of a deferred underwriting fee of $12,075,000[44]. - The company intends to use substantially all funds held in the trust account to acquire target businesses and pay related expenses, with the expectation that interest earned will cover any income taxes[105]. - The proceeds from the private placement units were added to the net proceeds from the Offering held in the trust account[176]. Business Combination Strategy - The company has 15 months from the closing of the offering to complete its initial business combination, with the possibility of extending this period by up to 6 months[34]. - The initial business combination must involve a target with a fair market value of at least 80% of the assets held in the trust account[33]. - The company aims to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[36]. - The target company should have a defensible market position, a capable management team, and potential for growth, among other criteria[30]. - The company has not yet identified a specific target for its initial business combination and has not taken steps to secure third-party financing[44]. - The company may seek to raise additional funds through private offerings of debt or equity securities in connection with the initial business combination[47]. Management and Governance - The management team has extensive experience in sourcing and executing business combinations, leveraging a broad network of contacts[29]. - Bala Padmakumar has been the Chief Executive Officer since June 2025, with extensive experience in SPACs and clean energy sectors[125]. - Soumen Das, the Chief Financial Officer since June 2025, has initiated and launched seven SPAC IPOs, with the latest business combination closing in July 2024[126]. - Kathleen Cuocolo, chairperson of the audit committee, has a background in managing financial services with over $1.2 trillion in assets during her tenure at State Street Corporation[127]. - The company has established a compensation committee composed solely of independent directors[134]. - The audit committee includes independent directors who oversee the integrity of financial statements and compliance with legal requirements[135]. Financial Performance - As of December 31, 2025, the company reported a net loss of $110,178, which consisted solely of general and administrative expenses[101]. - The company has not generated any revenue to date and has relied on the sale of securities and loans from sponsors to fund operations[92][100]. - The company has a shareholder's deficit of $85,178, with accumulated deficit totaling $110,178[205]. - The company incurred a net loss of $110,178 for the period from June 18, 2025, through December 31, 2025, resulting in a basic and diluted net loss per share of $0.02[208]. - Total liabilities amounted to $679,243, including accrued expenses of $60,417 and a promissory note related party of $217,513[205]. Shareholder Rights and Approvals - Public shareholders will have the opportunity to redeem their shares at approximately $10.00 per share upon the completion of the initial business combination[56]. - If the company fails to complete its initial business combination within 15 months from the closing of the Offering, it will redeem public shares at a per-share price equal to the amount in the trust account[58]. - Shareholder approval may be required for the initial business combination under certain conditions, including significant changes in ownership or control[54]. - The company’s amended and restated memorandum and articles of association require at least two-thirds approval from ordinary shares holders for any amendments related to shareholder rights[68]. Risks and Challenges - The company may face risks associated with a lack of business diversification, as its success may depend entirely on the performance of a single business post-combination[49]. - The company may face intense competition from other blank check companies and private equity groups, which may limit its ability to acquire larger target businesses[69]. - The company has incurred significant costs in pursuit of its financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern[199]. - The company has not adopted a formal policy for the review of related party transactions, which may lead to conflicts of interest[168]. Compliance and Regulations - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its ordinary shares held by non-affiliates exceeds $700 million[42]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements until its market value exceeds $250 million or annual revenues exceed $100 million[43]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2026, as mandated by the Sarbanes-Oxley Act[76]. - The company has adopted insider trading policies to promote compliance with relevant laws and regulations regarding securities transactions by directors and officers[141]. - A code of ethics has been established, applicable to all executive officers, directors, and employees, governing business and ethical principles[142]. Future Outlook - Future strategies may include further market expansion and potential mergers or acquisitions, leveraging the expertise of the board members in various sectors[125][126][127]. - The company has not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[218]. - The company has not selected any specific Business Combination target and has not engaged in substantive discussions regarding potential targets[217].

Clinical Developments - PAVmed's subsidiary Lucid Diagnostics submitted a clinical evidence package to secure Medicare coverage for EsoGuard, including six new peer-reviewed publications[299]. - Lucid was awarded a contract by the U.S. Department of Veterans Affairs for EsoGuard, expanding access to esophageal precancer testing for over nine million enrolled veterans annually[305]. - PAVmed entered a license agreement with Duke University for technology that combines angle-resolved low coherence interferometry with optical coherence tomography for advanced esophageal precancer detection[303]. - Lucid's real-world experience study evaluated EsoGuard and EsoCheck in approximately 12,000 patients, demonstrating high technical success rates and rapid procedure times[306]. - A recent update to the NCCN Guidelines® now references EsoGuard as an acceptable alternative for detecting esophageal precancer[310]. Financial Performance - Revenue for the year ended December 31, 2025, was $0.1 million, a decrease of $2.9 million compared to $3.0 million in the prior year, primarily due to the deconsolidation of Lucid Diagnostics[340]. - Cost of revenue for the year ended December 31, 2025, was $0.2 million, down from $4.8 million in the prior year, reflecting the absence of Lucid's results[341]. - Sales and marketing expenses decreased to approximately $0.9 million in 2025 from $11.6 million in 2024, mainly due to the deconsolidation of Lucid[342]. - General and administrative expenses were approximately $16.3 million in 2025, down from $24.5 million in the prior year, attributed to the deconsolidation of Lucid[343]. - Research and development expenses were approximately $4.5 million in 2025, a decrease from $5.9 million in 2024, also due to the deconsolidation of Lucid[344]. - The company experienced a net loss of approximately $2.5 million and used about $5.2 million in cash for operations for the year ended December 31, 2025[355]. Financing Activities - PAVmed completed a Series D offering, raising $30 million and converting all Series D Preferred Stock into common stock, resulting in the issuance of 4,615,393 shares[312][314]. - Veris Health raised approximately $2.5 million from the sale of 1,800,000 shares of common stock and warrants to fund the development of its implantable physiological monitor[321]. - The Company generated gross proceeds of $2.37 million from the Offering of 85,812 shares and pre-funded warrants, priced at $21.345 per share[323]. - Lucid Diagnostics closed on the sale of 28,750,000 shares at $1.00 per share, generating approximately $27.0 million in net proceeds for working capital[327]. - The company issued 40,553 shares of common stock for net proceeds of approximately $0.8 million through its at-the-market equity facility[357]. - The company refinanced the September 2022 Senior Secured Convertible Note, generating gross proceeds of approximately $7.6 million from the February 2026 Financing[360]. - The company entered into a Securities Purchase Agreement for the purchase of 2,653 shares of Series C Preferred Stock, satisfied through the cancellation of $2.6 million in unsecured debt[363]. - The February 2025 Offering generated gross proceeds of $2.37 million from the sale of 85,812 shares of common stock and pre-funded warrants[369]. - The June 2025 Offering generated approximately $2.5 million in gross proceeds for Veris from the sale of 1,800,000 shares of common stock[371]. - The Series D Warrants allow for the purchase of 30,000 shares of Series D Preferred Stock at an exercise price of $1,000 per share, potentially generating an additional $30 million if fully exercised[365]. Compliance and Regulatory - The company regained compliance with Nasdaq's $1 minimum bid price requirement for continued listing on the Nasdaq Capital Market[319][320]. - Lucid was added to the Russell 2000® and 3000® Indexes following the 2025 annual reconstitution[309]. - The fair value of the Company's investment in Lucid was $34.1 million as of December 31, 2025, with an unrealized gain of $8.5 million recognized for the year[351]. Accounting and Standards - The company anticipates recurring losses and negative cash flows, raising substantial doubt about its ability to continue as a going concern within one year after the issuance of the financial statements[355]. - The estimated fair values of financial instruments are based on common stock prices and Level 3 inputs, utilizing models such as Monte Carlo simulations and discounted cash flow analyses[379]. - The fair value adjustments for the April 2022, September 2022, and March 2023 Senior Convertible Notes are recognized as other income (expense) in the consolidated statement of operations[378]. - The adoption of ASU No. 2023-09 regarding income tax disclosures is effective from January 1, 2025, and did not materially impact the consolidated financial statements but resulted in new disclosures[381]. - ASU No. 2024-03, effective after December 15, 2026, will require public entities to disclose specified information about costs and expenses, including inventory purchases and employee compensation[382]. - The company has no off-balance sheet arrangements[384]. - Recent accounting standards updates are being evaluated for their potential impact on the company's consolidated financial statements and disclosures[383].

Financial Performance - The company incurred a net loss of approximately $46.4 million on revenues of approximately $1 million for the year ended December 31, 2025, compared to a net loss of approximately $49.3 million on revenues of approximately $0.8 million for 2024, and a net loss of approximately $43.5 million on revenues of approximately $1.5 million for 2023[36]. - The company anticipates that its losses may continue to be significant as it shifts its R&D focus and expands production capabilities[39]. - The product mix sold during a period can significantly impact financial performance, with lower-gross margin products adversely affecting overall results[95]. - The company may incur significant legal claims related to product liability and breach of contract, which could adversely affect financial condition[82]. - The company is experiencing increased costs due to inflationary pressures and supply chain delays, which may impair gross margins and profitability[74]. - The company may face claims for remuneration or royalties for assigned service invention rights, which could lead to litigation and negatively impact business[164][165]. Research and Development - Research and development expenses were approximately $34.8 million in 2025, $35.1 million in 2024, and approximately $34.1 million for 2023, with expectations for continued significant investment in future R&D[44]. - The company is investing in research and development, collaborating with Tier-1 suppliers, and expanding sales efforts to attract new customers in various industries[60]. - The development cycle for the company's products can take several years, particularly in the automotive market, which may delay revenue generation[45]. Market Strategy and Operations - The company plans to transition to production of its radar chip for sale to customers during 2026, although there is no assurance that this timetable will be met[36]. - The company has broadened its focus to seek contracts with Tier 1 suppliers and OEMs for orders in commercial quantity, in addition to sales of radars for testing purposes[41]. - The company is pursuing market opportunities beyond the automotive sector, but these markets may develop more slowly than anticipated[65]. - The company anticipates significant growth in operations, requiring improvements in execution, operational controls, and compliance programs[62]. Risks and Challenges - The company faces risks related to market adoption of its products, which may develop more slowly than expected, impacting business performance[50]. - The company is subject to various risks including international conflicts, economic conditions, and customer trends that could adversely affect its business[46]. - The company faces challenges in accurately estimating supply and demand, which could lead to inefficiencies and hinder revenue generation[51]. - The company is vulnerable to geopolitical risks, including conflicts involving Israel, which may disrupt operations and affect financial stability[93]. - The complexity of the company's products may lead to unforeseen delays or expenses due to defects, which could adversely affect market adoption and reputation[79]. Compliance and Regulatory Environment - The company must comply with numerous laws and regulations concerning the manufacturing and sale of its products, which may vary significantly across different jurisdictions[115]. - The company is subject to stringent reporting requirements and civil penalties for violations related to safety defects and product recalls, which could adversely affect its financial condition[130]. - The introduction of the proposed Self Drive Act of 2026 could impose significant compliance costs and restrict the company's ability to sell its radar chipsets in the U.S.[123]. - The company is subject to cybersecurity risks that could lead to unauthorized access to proprietary information, impacting its competitive advantage[109]. - The company is required to pay royalties from sales of products developed with IIA-funded grants, which could amount to up to 300% of the IIA grants received[169]. Financial Position and Funding - The company raised gross proceeds of $18.5 million in an underwritten registered direct public offering on January 26, 2026, with working capital of approximately $38.9 million as of December 31, 2025[48]. - The company may need to raise additional funds in the future to execute its business plan, and there is no assurance that such funds will be available on acceptable terms[48]. - The company’s ability to incur additional debt may be restricted due to covenants associated with its convertible bonds[145]. - The company has cash and cash equivalents of not less than $5 million as of the last day of one quarter, and shareholders' equity shall not fall below $5 million as of the last day of two consecutive quarters[152]. Intellectual Property - The company relies on a combination of patent, copyright, and trade secret laws to protect its intellectual property, but these protections may be limited[104]. - The company may face challenges in enforcing its intellectual property rights internationally, which could adversely affect its competitive position[106]. - The company has filed for patents and trademarks in Israel, the United States, Europe, and China, but not all applications have resulted in granted patents[104]. Shareholder and Market Considerations - The company may issue additional ordinary shares or securities without shareholder approval, potentially diluting existing ownership interests[201]. - The market price of the company's ordinary shares has been volatile and subject to wide fluctuations, which could adversely affect investor confidence[212]. - The company may face delisting from Nasdaq if the closing bid price of its ordinary shares remains below $1.00 for 30 consecutive business days[208]. - The dual listing of the company's ordinary shares on Nasdaq and the Tel Aviv Stock Exchange may lead to price discrepancies due to differences in trading currencies and hours[184].