Ethereum Staking and Transition - As of December 31, 2025, Bit Digital held over 150,000 ETH, with the majority staked, generating protocol-native rewards while maintaining liquidity and institutional custody standards[32]. - The Company commenced Ethereum staking activities in Q4 2022, with approximately 138,263 ETH actively staked through Figment as of December 31, 2025, earning cumulative staking rewards of approximately 2,442.9 ETH[43]. - Bit Digital has initiated a strategic transition to become a pure play ETH staking and treasury company, converting its bitcoin holdings into ETH over time and winding down proprietary self-mining exposure[29]. - Bit Digital's strategic priority is to build a leading ETH treasury and network participation while integrating AI intelligence infrastructure exposure[27]. - The transition to proof-of-stake has materially reduced Ethereum's energy consumption and introduced a validator-based system for securing the network and earning staking rewards[45]. - The Company views continued growth in on-chain activity as contributing to Ethereum's network effects and long-term demand for ETH as a utility asset[46]. - The company aims to grow total ETH holdings over time while managing its treasury to balance security, liquidity, and risk-adjusted returns[51]. - The company has commenced a strategic alternatives process for its bitcoin mining operations during 2025, intending to convert BTC holdings into ETH over time[54]. Financial Performance and Assets - As of December 31, 2025, the company's combined digital asset holdings totaled approximately $415 million, primarily consisting of ETH and a smaller BTC position, with cash totaling $118 million[53]. - The company's results are influenced by digital asset price volatility and transaction activity, which fluctuate with macroeconomic and regulatory developments[60]. - The company earned an aggregate of 7,550.8 bitcoins from its mining operations since inception in February 2020 to December 31, 2025[81]. - For the year ended December 31, 2025, the company reported a balance of 4.0 bitcoins valued at approximately $350,026, after various exchanges and sales[82]. Data Center Operations and Infrastructure - The Company completed the acquisition of Enovum Data Centers Corp on October 11, 2024, enhancing its HPC data center capabilities[22]. - The company has entered into multiple agreements for hosting capacity, including a total of approximately 46 MW with Coinmint and 17.6 MW with Soluna, with performance fees ranging from 20% to 35% of net profit[65][73]. - WhiteFiber aims to achieve an estimated 76 MW (gross) of total data center capacity by the end of Q4 2026, supported by facilities including MTL-2, MTL-3, and NC-1[106]. - The pipeline of potential data center projects represents approximately 1,500 MW (gross) under management review as of December 31, 2025[106]. - WhiteFiber's MTL-3 facility, spanning approximately 202,000 square feet, is being developed as a 7 MW (gross) Tier-3 data center, with a monthly billing of CAD 1.4 million (approximately USD 979,000) for a five-year contract with Cerebras[110]. - WhiteFiber's operational data centers meet Tier-3 standards, ensuring 99.982% uptime and no more than 1.6 hours of downtime annually[105]. - WhiteFiber's data center in Iceland utilizes 100% renewable energy from Blanda Hydro Power Station[118]. Sustainability and Energy Efficiency - The company is focused on sustainability and has signed the Crypto Climate Accord to decarbonize the crypto and blockchain sectors[59]. - The company aims to achieve 100% clean energy usage in its operations, collaborating with Apex Group Ltd for an independent ESG rating[84]. - Sustainability initiatives include access to partially carbon-free energy sources and a commitment to improve the percentage of green electricity used in operations[102]. - The company aims to prioritize sustainability and energy efficiency in its operations, leveraging clean hydroelectric power in its facilities[160]. Regulatory and Legal Considerations - Known events that may affect future results include changes in ETH prices, regulatory developments, and cybersecurity investments[38]. - The company continues to monitor regulatory developments, including potential changes in the classification of digital assets and increased government oversight[89][96]. - The regulatory landscape is evolving rapidly, with potential increased scrutiny that could materially affect WhiteFiber's business and financial condition[186]. - The company actively focuses on ensuring that over 60% of its total assets are not classified as securities under the Investment Company Act of 1940 to avoid being deemed an investment company[91]. Customer Concentration and Revenue Risks - WhiteFiber's revenue is significantly dependent on a small number of customers, posing inherent risks to its operating results[177]. - The Initial Customer accounted for about 70.7% of revenue in 2025, down from 96.6% in 2024, indicating a significant shift in customer revenue concentration[182]. - DNA Fund contributed approximately 11.5% of WhiteFiber's revenue during the 12 months ended December 31, 2025, with no revenue generated from this customer in 2024[181]. Strategic Partnerships and Growth Initiatives - WhiteFiber has established formal relationships with leading technology providers, including NVIDIA and Dell, to access advanced computing hardware[166]. - The company has entered into a strategic partnership with Shadeform, Inc. to provide on-demand NVIDIA B200 GPUs starting in May 2025[137]. - WhiteFiber's business model integrates data center infrastructure and cloud services to capture additional margin, avoiding expenses from third-party providers[104]. - The company has a binding term sheet with Boosteroid for 489 GPUs, projected to generate approximately $7.9 million in contracted value through November 2029[147]. - WhiteFiber's partnership with Boosteroid includes a right of first refusal for the next 5,000 servers, with a potential contract value of approximately $700 million over five years[147]. Human Resources and Employment - WhiteFiber employed 104 full-time employees as of December 31, 2025, with a focus on attracting skilled personnel through competitive compensation and benefits[193]. - The company is committed to maintaining a remote-first work environment to access a larger talent pool and enhance employee retention[194]. Future Acquisitions and Financial Implications - The company’s growth strategy includes acquiring digital asset-related businesses globally, although there are no assurances of successful acquisitions or favorable terms[209]. - Future acquisitions may lead to share issuance, debt incurrence, and potential write-offs of intangible assets, negatively impacting cash flows and financial condition[210]. - Financing for acquisitions may involve issuing Ordinary Shares or Preference Shares, which could dilute existing shareholders' ownership[211]. - Strategic investments and acquisitions may require significant management attention and could disrupt ongoing business operations[212]. - Risks associated with strategic investments include the possibility of not achieving market acceptance or profitability[214]. - Future acquisitions could result in contingent liabilities that may adversely affect financial results[215]. - The ability to acquire companies may be hindered if the price of Ordinary Shares is low or volatile[216].

IPO and Financing - The company completed its Initial Public Offering (IPO) on January 8, 2026, raising gross proceeds of $253 million from the sale of 25,300,000 Units at a price of $10.00 per Unit[21]. - A private sale of 5,000,000 Private Placement Warrants was completed simultaneously, generating an additional $5 million[22]. - The Initial Public Offering generated gross proceeds of $253,000,000 from the sale of 25,300,000 Units at $10.00 per unit[149]. - Total transaction costs associated with the Initial Public Offering amounted to $12,511,804, including $1,897,500 in cash underwriting fees[163]. - The underwriters of the Initial Public Offering received a cash underwriting discount of $2,530,000, which is 1.0% of the gross proceeds[174]. - The company has approximately $1,870,000 in proceeds held outside the Trust Account as of the consummation of the Initial Public Offering, excluding $632,500 paid to underwriters for expenses[98]. - The company has $253,000,000 available for a Business Combination as of January 31, 2026, excluding amounts held outside of the Trust Account for working capital[50]. - A total of $253,000,000 was placed in a U.S.-based trust account, which may only be invested in U.S. government securities with a maturity of 185 days or less[151]. Business Combination Strategy - The company has not yet selected a Business Combination target and has generated no operating revenues to date, with expectations to do so only after the initial Business Combination[18]. - The Management Team has experience in identifying and closing four SPAC Business Combinations, enhancing the company's ability to complete a successful Business Combination[20]. - The company aims to complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[41]. - The company may structure its initial Business Combination to acquire less than 100% of the target business, provided it acquires at least 50% of the voting securities[42]. - The company intends to focus on target businesses in the healthcare industry but may pursue opportunities in any sector or geographical location[36]. - The company may face conflicts of interest as its officers and directors may have obligations to other entities, potentially affecting the ability to complete a Business Combination[45]. - The company may pursue initial Business Combinations with affiliated companies, provided an independent valuation opinion is obtained[43]. - The company may seek additional financing through private offerings of debt or equity securities to complete its initial Business Combination if the cash portion of the purchase price exceeds the available amount from the Trust Account[53]. - The company may continue to seek a Business Combination with a different target if the initial proposed Business Combination is not completed[94]. - The company may face challenges in finding suitable target businesses for its initial Business Combination due to the requirement for audited financial statements[109]. Shareholder Rights and Redemption - Public Shareholders can redeem their shares regardless of their voting stance on the Business Combination, either through a general meeting or a tender offer[79]. - The per-share redemption price for Public Shareholders will be based on the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[75]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[88]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer shares to exercise redemption rights[86]. - A nominal fee of approximately $100 may be charged by the transfer agent for processing share redemptions[91]. - If the initial Business Combination is not completed within the Combination Period, the company will redeem Public Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[95]. - The company must return any certificates delivered by Public Shareholders who elected to redeem their shares if the initial Business Combination is not approved[93]. - Shareholder approval may be sought for the initial Business Combination if required by law or stock exchange rules, but the company may also conduct redemptions without a shareholder vote[65][66]. Management and Governance - The Board of Directors consists of five members, with terms divided into three classes serving three-year terms[205]. - The Chief Executive Officer, Arghavan Di Rezze, has extensive experience in healthcare and financial management[195]. - The Chief Financial Officer, Jamie Weber, has a background in digital asset management and healthcare technology[196]. - The company has established a Compensation Committee, also composed of independent members[210]. - The Compensation Committee is responsible for reviewing and approving the CEO's compensation based on performance evaluations[215]. - The company has adopted a charter for the Compensation Committee, which includes the ability to retain compensation consultants and assess their independence[212]. - The company has not established specific minimum qualifications for directors but considers various factors such as integrity and professional reputation[216]. - A Code of Business Conduct and Ethics has been adopted, applicable to directors, officers, and employees, with amendments disclosed on the company website[217]. Financial Performance and Risks - The company reported a net loss of $83,209 for the period from September 2, 2025, to December 31, 2025, primarily due to general and administrative expenses[159]. - As of December 31, 2025, the company had a working capital deficit of $491,255 and no cash available[161]. - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2025[170]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of the initial Business Combination[144]. - The company may experience increased costs and risks if it attempts to complete multiple Business Combinations simultaneously[119]. - There is a risk that the actual per-share redemption amount may be less than $10.00 due to claims by creditors against the Trust Account[102]. - The company is subject to competition from other entities, including SPACs and private equity groups, which may limit its ability to acquire larger target businesses[106]. - The company may not be able to obtain additional financing to complete its initial Business Combination, which could impact its operations and profitability[119]. Regulatory and Compliance - 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 Class A Ordinary Shares held by non-affiliates exceeds $700 million[115]. - The company is subject to the Sarbanes-Oxley Act and will need to evaluate its internal control procedures for the fiscal year ending December 31, 2026[110]. - The company may not be able to complete its initial Business Combination if a proposed transaction is subject to regulatory review, including by the Committee on Foreign Investment in the United States (CFIUS)[119]. - The company anticipates that its management team's relationships will yield proprietary deal flow opportunities for potential target businesses[59]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering, but remains vulnerable to such risks[137]. - The company may face challenges in identifying potential targets due to geopolitical conditions, including the ongoing Russia-Ukraine conflict[131]. - The company’s securities may be deemed "penny stock," which could result in reduced trading activity and liquidity[128].

Corporate Governance and Shareholder Structure - The company reported a total voting power of approximately 96.81% held by the controlling shareholder, Mr. Cheng Wing Wah, Wayne [15]. - Directors, officers, and principal shareholders hold approximately 69.97% of the shares, giving them about 96.81% of the total voting power, which may not align with the interests of other shareholders [139]. - The company has a dual class voting structure, with Class B Ordinary Shares entitled to 20 votes per share, concentrating voting control in the hands of a few [142]. - The controlling shareholder holds approximately 94.1% of the voting power, allowing them to control management decisions, including board elections [143]. - The dual class structure may prevent inclusion in major indices like the S&P 500, potentially leading to a less active trading market for Class A Ordinary Shares [145]. - The company is classified as a "controlled company," which may allow it to follow exemptions from certain corporate governance requirements [146]. - The rights of shareholders and fiduciary duties of directors under Cayman Islands law are less clearly established than in some U.S. jurisdictions, such as Delaware [157]. - Shareholders of Cayman Islands exempted companies do not have general rights to obtain copies of corporate records, making it more difficult to establish facts for shareholder motions [158]. Financial Reporting and Compliance - The fiscal year for the company ends on December 31 [19]. - The company’s reporting currency is HKD, with a conversion rate of US$1 = HK$7.7833 as of December 31, 2025 [18]. - The company is subject to the HFCA Act, which may impact trading of its Class A Ordinary Shares if audit work is not inspected by the PCAOB for three consecutive years [36]. - The PCAOB has determined it can secure complete access to inspect registered public accounting firms in mainland China and Hong Kong as of December 15, 2022 [43]. - The company’s auditor is FundCertify CPA Professional Corporation, which is not listed in the PCAOB's report regarding firms unable to be inspected [42]. - The company has made rounding adjustments to some figures in its annual report, which may affect total calculations [16]. - The SEC has mandated that if an issuer's auditor is not subject to PCAOB inspections for two consecutive years, trading of its securities on U.S. stock exchanges may be prohibited, reducing the time before potential delisting of Class A Ordinary Shares [44]. - Compliance with U.S. regulations increases legal and financial costs, particularly after ceasing to qualify as an emerging growth company [167]. - If the company loses its foreign private issuer status, it would face significantly higher legal and compliance costs due to more extensive reporting requirements [162]. - The company qualifies as a foreign private issuer, allowing it to report under less detailed and less frequent obligations than U.S. domestic companies [161]. - The company is currently classified as an emerging growth company, allowing it to take advantage of reduced reporting requirements under the JOBS Act [168]. - The company may not need to comply with new or revised financial accounting standards until they apply to private companies, potentially affecting comparability with other public companies [169]. Regulatory and Legal Risks - The company is subject to the International Tax Cooperation (Economic Substance) Act, but is not required to satisfy the economic substance test as long as it is a tax resident outside the Cayman Islands [160]. - The company is subject to data transfer risks that may result in discrepancies in printing products, potentially leading to additional costs and loss of revenue [108]. - The company may face regulatory risks regarding printing permits due to its wholly foreign-owned status, which could disrupt operations [109]. - The risk of being denied printing permits is considered relatively remote, as the practice of operating as a wholly foreign-owned enterprise has not been abolished [112]. - The PRC legal system's uncertainties may affect the company's ability to enforce contracts and obtain necessary licenses [80]. - Legal actions against the company or its directors may be difficult to enforce in jurisdictions like China or Hong Kong due to jurisdictional challenges [153]. Business Operations and Market Conditions - The company operates through its subsidiaries in Hong Kong and the PRC, specifically Samfine HK, Samfine SZ, and Samfine SZ Technology [18]. - The company’s operations are influenced by government policies and regulations in the PRC and Hong Kong [25]. - The company has outlined risks related to doing business in the PRC and Hong Kong, which could materially affect its financial condition and results [30]. - Regulatory developments in the PRC may lead to additional compliance costs and scrutiny for companies with operations in Hong Kong and the PRC, potentially affecting business operations and financial condition [48]. - Economic conditions in Hong Kong and the PRC are sensitive to global economic conditions, and a prolonged slowdown may negatively impact the company's business and financial condition [60]. - Changes in political and economic policies of the PRC government may adversely affect the company's growth and expansion strategies, impacting its financial condition and results of operations [61]. - The PRC government continues to exercise significant control over economic growth and resource allocation, which may adversely affect the company's operations and financial results [62]. - International trade disputes and barriers to trade could harm growth in Hong Kong and the PRC, materially affecting the company's business and its operating subsidiaries [69]. - Political uncertainty and trade disputes may adversely affect customer confidence and business opportunities for the company [70]. - The company's operating subsidiaries are exposed to exchange rate risks, particularly between HKD and RMB, which could materially impact financial results [71]. - Significant revaluation of the RMB could adversely affect the company's investment returns and financial results reported in U.S. dollar terms [72]. - The PRC's economic and political conditions significantly influence the company's operations and financial performance [74]. - Recent measures by the PRC government to control economic growth may negatively impact the company's business and operating results [75]. - The company relies on dividends from its subsidiaries for cash flow, and any limitations on these payments could adversely affect its operations [87]. - The company's operating subsidiaries do not enter into long-term contracts, leading to fluctuating sales based on customer demand [95]. - A decline in the financial condition of customers may hinder the ability to collect payments and decrease future demand for services [106]. - The business is substantially dependent on the relationship with suppliers, and failure to maintain these relationships could adversely affect operations [98]. - In 2024, one vendor accounted for approximately 18.7% of total purchases, highlighting dependency on major suppliers [98]. - For the year ended December 31, 2025, three major customers accounted for approximately 27.2%, 22.1%, and 22.1% of total revenue, indicating a significant customer concentration risk [97]. Technological and Operational Challenges - The company faces challenges from technological advancements and increased digitalization, which may impact demand for printed products [101]. - The company has continuously upgraded production facilities to enhance competitiveness, but failure to adapt to technological developments may reduce competitiveness [102]. - The business experiences seasonality, with lower revenue in Q1 due to the Chinese New Year and increased demand in Q4 [105]. - The production process involves multiple steps, including order intake, quality checks, and final product delivery [209]. - The company prepares quotations based on estimated material and labor costs, ordering quantity, and expected profit margins [192]. Intellectual Property and Acquisitions - The company has obtained 18 patents in the PRC, but the evolving legal landscape poses risks to intellectual property protection and enforcement [121]. - The operating subsidiaries may pursue acquisitions and joint ventures as part of their growth strategy, which could expose them to new risks and integration challenges [128]. Financial Performance and Market Position - Revenue for the years ended December 31, 2025 and 2024 was primarily generated from printing products for book traders in Hong Kong, with a focus on U.S. and European markets [134]. - The market price of the Class A Ordinary Shares may experience rapid and substantial volatility, making it difficult for prospective investors to assess their value [138]. - The company does not intend to pay dividends for the foreseeable future, relying on price appreciation for returns on investment [151]. - Securities analysts may not publish favorable reports, which could negatively impact the Class A Ordinary Share price or trading volume [152]. IPO and Share Capital Changes - The company closed its IPO on October 16, 2024, raising total gross proceeds of $8,000,000 from the sale of 2,000,000 Ordinary Shares at $4.00 per share [176]. - Following the IPO, the underwriters exercised an over-allotment option, resulting in additional gross proceeds of $1,200,000 from 300,000 Ordinary Shares [176]. - The company incurred approximately HK$18.6 million (US$2.4 million) in total offering expenses during the IPO process [176]. - As of September 5, 2023, the company increased its authorized share capital to 800,000,000 Ordinary Shares through a 1-to-1.6 share split [175]. - The company received a notice from Nasdaq on March 25, 2025, indicating non-compliance with the minimum bid price requirement of $1.00 per share [178]. - Nasdaq granted the company a 180-day extension until March 23, 2026, to regain compliance with the minimum bid price requirement [179]. - The company approved a share consolidation on December 30, 2025, consolidating every five shares into one share, changing the par value from US$0.0000625 to US$0.0003125 [180]. - The share consolidation became effective on February 27, 2026, reducing the number of issued shares from 20,300,000 to 4,060,000 [181]. - The company regained compliance with Nasdaq's minimum bid price requirement on March 13, 2025, with the closing bid price at or above $1.00 per share for 10 consecutive business days [183].

Financial Performance - Entera Bio Ltd. reported revenues of $42,000 for the year ended December 31, 2025, a decrease of 76.6% compared to $181,000 in 2024[514]. - The company incurred a net loss of $11,439,000 in 2025, compared to a net loss of $9,541,000 in 2024, reflecting an increase in losses of approximately 19.9%[514]. - The company reported a net loss of $11,439,000 for the year ended December 31, 2025, compared to a net loss of $9,541,000 for 2024, indicating an increase in losses of approximately 20%[522]. - The total revenues were $42,000, a decrease of 76.8% compared to $181,000 in 2024[609]. - The net loss for the year ended December 31, 2025, was $11,439,000, compared to a net loss of $9,541,000 in 2024, representing a 19.9% increase in losses[609]. Expenses and Liabilities - Research and development expenses rose to $6,004,000 in 2025, up 33.4% from $4,499,000 in 2024[514]. - Total liabilities increased to $2,892,000 in 2025 from $1,310,000 in 2024, representing a significant increase of 120.5%[513]. - The company incurred share-based compensation expenses of $2,750,000 in 2025, up from $2,556,000 in 2024, reflecting an increase of approximately 8%[522]. - The severance payment expenses were $181,000 and $144,000 for the years ended December 31, 2025 and 2024, respectively[548]. - The operating lease cost for the year ended December 31, 2025, was $240,000, compared to $198,000 for the year ended December 31, 2024[573]. Assets and Cash Flow - Total current assets increased to $15,298,000 as of December 31, 2025, compared to $8,972,000 in 2024, marking a growth of 70.5%[513]. - Total cash and cash equivalents, including restricted cash and deposits, increased to $14,973,000 at the end of 2025 from $8,740,000 at the end of 2024, representing a growth of approximately 71%[522]. - The company reported a net cash used in operating activities of $7,370,000 for 2025, compared to $6,818,000 for 2024, indicating an increase of approximately 8% in cash outflows[522]. - The balance of carryforward losses for Entera Bio Ltd. as of December 31, 2025, was approximately $91.8 million, an increase from $83.5 million in 2024[612]. Capital and Funding - The company is highly dependent on raising additional capital or entering into agreements with collaborators to support its product development and commercialization efforts[27]. - The company issued 2,731,574 ordinary shares under the ATM program in 2025, raising $6,067,000, compared to $3,960,000 raised from 2,236,126 shares in 2024, reflecting a 53% increase in funds raised[522]. - The Company issued 3,685,226 ordinary shares to OPKO for a total purchase price of $8.0 million, at approximately $2.17 per share[581]. - As of December 31, 2025, approximately $29.95 million of ordinary shares remained available for sale under the Leerink ATM Program[592]. Regulatory and Development Activities - The company plans to submit a final protocol to the FDA and initiate a Phase 3 registrational study for its product candidate EB613, which is aimed at treating post-menopausal women with low bone mineral density[525]. - The company is developing EB612 as the first oral PTH(1-34) tablet for hypoparathyroidism, with a collaboration agreement with OPKO Biologics, Inc. to advance this product[526]. - The company is also developing EB618, a proprietary dual agonist GLP-1/glucagon peptide for obesity and metabolic disorders, in collaboration with OPKO[527]. - Under the 2025 Collaboration Agreement with OPKO, the Company will retain 40% of all proceeds and be responsible for 40% of the Program's development costs[580]. Concerns and Uncertainties - The company has substantial doubt about its ability to continue as a going concern due to recurring losses and cash outflows from operating activities[503]. - The ongoing Israel-Hamas conflict and its implications for operations and workforce remain uncertain and could impact the company's business[27]. Royalties and Obligations - The Company is committed to pay royalties to the Israel Innovation Authority on proceeds from sales of products developed with government grants, contingent on successful project development[574]. - As of December 31, 2025, the total royalty amount payable by the Company to the IIA was approximately $460,000[576]. - The Company is obligated to pay Oramed royalties equal to 3% of its net revenues as per the patent transfer agreement[577]. Stock Options and Compensation - The total fair value of options granted during the year ended December 31, 2025 was $2,943,000[602]. - As of December 31, 2025, the Company had 2,989,046 unvested options outstanding with a total unrecognized compensation cost of $1,735,000[601]. - The total unrecognized compensation cost of employee RSUs as of December 31, 2025, was $57,000, expected to be recognized over a weighted average period of 0.33 years[605]. - The total vesting-date value of equity classified RSUs that vested during 2025 was $676,000[606]. - The aggregate intrinsic value of the outstanding options as of December 31, 2025, was $3,121,000[603].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on July 15, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at a price of $10.00 per Unit[22]. - An additional $6,000,000 was generated from the private sale of 6,000,000 Private Placement Warrants at a purchase price of $1.00 per warrant[23]. - The total amount of $230,000,000 from the IPO and Private Placement has been placed in a Trust Account[24]. - The Trust Account initially held $230,000,000 from the net proceeds of the IPO and Private Placement, which may be invested in U.S. government securities or held in cash[155]. - The company has $245,449,353 available for a Business Combination as of December 31, 2025, before redemptions and taxes[55]. - The company incurred transaction costs of $15,574,281 related to the Initial Public Offering, which included a cash underwriting fee of $4,000,000 and a deferred fee of $10,950,000[169]. Business Combination and Strategy - The company must complete its initial Business Combination by July 15, 2026, or face termination and distribution of Trust Account amounts[25]. - The Minovia Business Combination was mutually terminated on January 30, 2026, resulting in the release of all parties from liabilities related to the transaction[27]. - The management team is actively seeking alternative ways to consummate an initial Business Combination following the termination of the Minovia deal[29]. - The company is focused on identifying unique opportunities within the healthcare and life sciences sectors for its initial Business Combination[34]. - The company intends to complete its initial Business Combination with a target business that may be financially unstable or in early stages of development, which carries inherent risks[41]. - The company may structure its initial Business Combination to acquire less than 100% of the target business, provided it acquires at least 50% of the voting securities[47]. - The company intends to seek companies that align with its acquisition criteria, although it may consider targets that do not meet all specified criteria[38]. - The acquisition process includes a thorough due diligence review, which encompasses meetings with management, document reviews, and inspections of facilities[39]. Shareholder Rights and Redemption - Shareholders will have the opportunity to redeem their Public Shares at a per share price based on the amount in the Trust Account, expected to be approximately $10.67 per Public Share[45]. - A minimum of 8,625,001 Public Shares, or 37.5% of the 23,000,000 Public Shares sold in the Initial Public Offering, must be voted in favor of the initial Business Combination for it to be approved[76]. - Public Shareholders seeking redemption must deliver share certificates or use the DWAC System two business days prior to the scheduled vote on the initial Business Combination[80]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem will not receive their pro rata share of the Trust Account[88]. - The company will provide Public Shareholders with the opportunity to redeem their shares either through a general meeting or a tender offer, depending on the circumstances[73]. - The redemption price upon dissolution is expected to be approximately $10.67 per share as of December 31, 2025, but may be subject to creditor claims[94]. - The Trust Account may be reduced below $10.00 per Public Share due to claims, affecting the redemption amount for Public Shareholders[96]. - If cash consideration for redemptions exceeds available cash, the initial Business Combination will not be completed, and all submitted Public Shares will be returned[81]. Financial Performance and Risks - As of December 31, 2025, the company reported a net income of $8,309,154, primarily from interest earned on cash and marketable securities held in the Trust Account[167]. - The company incurred general and administrative costs of $1,611,081 for the year ended December 31, 2025[167]. - The company is subject to increased expenses due to being a public company, including legal and financial reporting costs[166]. - Management has determined that the company currently lacks the liquidity needed to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern[178]. - The company may incur losses and reduce available funds if the initial Business Combination is not completed after costs associated with target evaluation[40]. - The company may face challenges in completing its initial Business Combination due to limited resources and significant competition for opportunities[116]. - The ongoing geopolitical conflicts, including the Russia-Ukraine war and tensions in the Middle East, could adversely affect the ability to find a target business for the initial Business Combination[126]. - The potential for significant volatility in commodity prices and market disruptions due to geopolitical tensions may impact the financial condition of potential target companies[127]. Corporate Governance and Compliance - The company is required to file annual, quarterly, and current reports with the SEC, ensuring transparency in financial reporting[103]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[108]. - The company has established an Audit Committee consisting of three independent members, ensuring compliance with Nasdaq and SEC rules[216]. - The Audit Committee is tasked with pre-approving all audit and non-audit services provided by independent registered public accounting firms[218]. - The Compensation Committee oversees cybersecurity and information security policies, managing potential cybersecurity incidents[220]. - The company has two standing committees: the Audit Committee and the Compensation Committee, both composed of independent members[215]. - The company may amend certain agreements related to the Initial Public Offering without shareholder approval, which could impact shareholder rights[115]. - The company is subject to compliance obligations under the Sarbanes-Oxley Act, which may increase costs and complexity in completing the initial Business Combination[117]. Management and Board of Directors - The Chief Financial Officer has been with the company since inception and has extensive experience in managing finance and business operations[204]. - The board of directors consists of five members, with terms divided into three classes, each serving a three-year term[211]. - The company’s Board of Directors has the authority to appoint officers at its discretion, without specific terms of office[214]. - The Chairman of the Board has over 25 years of experience in global financial services and technology[202]. - The Chief Executive Officer has been with the company since inception and has a strong background in life sciences transactions[203]. - The board includes members with extensive experience in investment banking and financing pharmaceutical companies[206]. - The Compensation Committee, chaired by Mr. Ferguson, includes independent members and reviews annual and quarterly financial statements with management[219]. Legal and Regulatory Matters - There is currently no material litigation pending against the Company or its officers and directors[137]. - The company has no material legal proceedings involving any director or executive officer in the last ten years[210]. - The company may face regulatory review and approval requirements for its initial Business Combination, which could delay or prevent completion[120]. - The company may be subject to changing laws and regulations that increase costs and risks of non-compliance[120]. - The Company may be deemed a passive foreign investment company, leading to adverse U.S. federal income tax consequences for U.S. shareholders[129].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) (Exact name of registrant as specified in its charter) | Cayman Islands | 98-1781481 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 180 Grand Avenue, Suite 1530, | | | Oakland, California | 94612 | | (Address of principal executive offices) | (Zip Code) | Registrant's telephone number, including area code: (510) 692-9600 Securities re ...

Financial Performance - In 2025, the company generated significant cash flow from property sales, including $60.8 million from Kingwood Place, $57.5 million from Lantana Place – Retail, and $13.3 million from West Killeen Market[18]. - As of December 31, 2025, consolidated cash and cash equivalents totaled $74.3 million, with an additional $17.1 million available under the revolving credit facility[23]. - Revenue from the Real Estate Operations segment represented 35% of total revenue for 2025, a decrease from 64% in 2024, primarily due to lower property sales[32]. - Revenue from the Leasing Operations segment accounted for 65% of total revenue in 2025, up from 36% in 2024, despite remaining relatively flat year-over-year[45]. - The company recorded a pre-tax gain of approximately $27.5 million from the sale of Lantana Place – Retail and a pre-tax gain of approximately $5.0 million from West Killeen Market[26]. - The sale of Lantana Place – Retail for $57.5 million generated pre-tax net cash proceeds of approximately $26.9 million and a pre-tax gain of approximately $27.5 million[69]. - The Kingwood Place project was sold for $60.8 million, generating pre-tax net cash proceeds of approximately $27.1 million and a pre-tax gain of approximately $13.4 million[77]. - The company plans to sell the New Caney land for approximately $12.7 million, subject to closing conditions[80]. Development Projects - The company has approximately 1,500 acres of land under development or held for future use, including 495 acres in Holden Hills Phase 1 and 570 acres in Holden Hills Phase 2[17][38]. - The company plans to develop up to an additional 1,400 multi-family units and 800,000 square feet of commercial space in Holden Hills Phase 2, contingent on various factors including regulatory changes[43]. - The company has developed 495 acres in Holden Hills Phase 1 and has completed infrastructure construction in 2025[38]. - The Holden Hills Phase 2 project is planned as a mixed-use development on approximately 570 acres, with potential for increased design flexibility and density[62]. - The company is negotiating a sales contract for the retail component of Jones Crossing, which has a development potential of 104,750 square feet of commercial space[43]. - The company has secured the right to develop a multi-family project on approximately 35 acres in Lakeway, Texas, with construction of required infrastructure expected to be completed by the end of 2026[74]. - The company is pursuing rezoning of approximately 216 undeveloped acres from commercial to multi-family use, which is planned for 660,985 square feet of commercial space[43]. - The company has completed initial road and utility infrastructure for Holden Hills Phase 1, enabling further development and potential sales of home sites starting in late March 2026[58]. Occupancy and Leasing - The Saint June multi-family property achieved an occupancy rate of 92.9% as of December 31, 2025, following its initial lease-up completion in 2024[55]. - The Saint George, a 316-unit luxury multi-family property, was completed in Q2 2025, with 73% of units leased as of March 20, 2026[72]. - The average rental rate for Jones Crossing retail property increased to $18.52 per square foot as of December 31, 2025, compared to $18.13 per square foot in 2024[47]. Strategic Initiatives - A new $5.0 million share repurchase program was authorized in November 2023, following the completion of a $10.0 million program in October 2023[22]. - The company plans to preserve and enhance asset value while pursuing asset sales and managing debt obligations pending stockholder approval of a liquidation plan[21]. - The company is pursuing additional capital through project-level debt and third-party equity capital arrangements for future developments[81]. - The company is focused on preserving and enhancing asset value while exploring strategic alternatives pending stockholder approval of a liquidation plan[21]. Regulatory and Environmental Considerations - The ETJ Law became effective on September 1, 2023, allowing the company to remove relevant land from the ETJ of the City of Austin, which may streamline the development permitting process and potentially increase development density[65]. - The company is facing potential delays and increased costs due to regulatory challenges related to the ETJ Law in Austin[66]. - The company is a member of the U.S. Green Building Council (USGBC) and focuses on sustainable development practices[93]. - The company has completed projects like Block 21, which is the first mixed-use high-rise tower in Austin to receive the USGBC LEED Silver certification[93]. - The Holden Hills Phase 1 project emphasizes health, wellness, sustainability, and energy conservation[93]. - The Saint June project is designed to enhance sustainability by celebrating the natural landscape and providing a guidebook for residents[93]. - The company has partnered with leaders in sustainable development for nearly 20 years[93]. - An Environmental Policy and Vendor Code of Conduct have been adopted, approved by the Board's Nominating and Corporate Governance Committee[93]. - The company believes customers recognize its environmental stewardship and will continue to support sustainable development[93].

Revenue Generation - Gix Media's Search Platform generated approximately 98% of total revenues for the fiscal year ended December 31, 2025, compared to 64% for the previous year[43]. - The company reported revenues of approximately $1.2 million from its major customer, accounting for 81% of total revenues for the year ended December 31, 2025[63]. - Gix Media's indirect model contributed approximately 2% of total revenues for the fiscal year ended December 31, 2025, down from 37% in 2024[46]. - The Cortex Sale resulted in the discontinuation of the digital content platform, with revenues from Cortex entirely derived from the direct model prior to the sale[44]. - Revenues for the year ended December 31, 2025, were $1,569 million, a decrease from $4,969 million in 2024[453]. Research and Development - Gix Media plans to expand its product range in 2026, focusing on new products for the Search to Search model and Indirect Model[49]. - The company aims to enhance its quantum computing initiatives by increasing investment in research and development and pursuing strategic collaborations[49]. - The company invested $0.1 million and $0.8 million in R&D expenses for the Search Platform in the years ended December 31, 2025, and December 31, 2024, respectively[75]. - The company plans to invest approximately $4.3 million in R&D expenses in the Quantum business unit over the next twelve months to enhance technologies and existing services on the Search Platform[76]. Market Trends and Competition - The digital advertising market experiences a seasonal trend with higher activity in Q4 compared to the average, while Q1 shows lower activity[70]. - Major advertising budgets typically increase towards the end of each quarter, especially in Q4, due to various events and dates that drive up advertisement spending[71]. - The company faces intense competition from larger players like Google, Meta, and Microsoft, which have significantly higher budgets and resources[66]. - The company competes with numerous ad search companies and must manage competition through advanced technological tools and high-quality human capital[68]. Compliance and Legal Risks - The company relies on patent and intellectual property protection, but the effectiveness of these protections is uncertain[72]. - Compliance with evolving data protection laws, such as the GDPR and various U.S. state laws, poses potential liabilities and operational challenges for the company[78][86]. - The company may face significant fines under GDPR for non-compliance, with penalties reaching up to EUR 20 million or 4% of annual global revenue[86]. - The company is subject to various foreign data protection laws that may impose stricter requirements than those in the U.S., impacting its operations and data handling practices[81]. Quantum Computing Market - Quantum computing market valued at $1.3 billion in 2024, expected to grow to $5.3 billion by 2029, with a CAGR of 32.7%[109]. - Quantum technologies could generate up to $97 billion in revenue worldwide by 2035, with quantum computing alone potentially worth $28 billion to $72 billion[110]. - Quantum computing attracted $1.2 billion from venture capitalists in 2023, despite a 50% drop in overall tech investments[111]. - The U.S. government aims to migrate federal systems to post-quantum cryptography by 2035, driving demand for quantum-resistant security solutions[116]. Financial Performance - Total assets decreased from $21,966 thousand in 2024 to $10,757 thousand in 2025, representing a decline of approximately 51.0%[445]. - Current liabilities decreased from $12,929 thousand in 2024 to $4,063 thousand in 2025, a reduction of about 68.5%[448]. - The company reported an accumulated deficit of $46,047 thousand as of December 31, 2025, compared to $22,714 thousand in 2024, indicating a significant increase in losses[448]. - Operating loss increased to $2,184 million in 2025 from $837 million in 2024[453]. - Net loss attributable to shareholders of Viewbix Inc. was $19,285 million in 2025, compared to $12,053 million in 2024[453]. - Cash flows from operating activities of continuing operations resulted in a net cash outflow of $2,769 million in 2025, compared to a net inflow of $1,400 million in 2024[465]. Acquisitions and Corporate Actions - The acquisition of Metagramm Software Ltd. was completed for a total consideration of $6.17 million, with $1,010 thousand recorded as contingent consideration[439]. - The Company acquired 100% of Metagramm's share capital for $5,159,000, paying in the form of 1,323,000 shares, representing 19.99% of the Company's issued and outstanding share capital[487]. - On June 4, 2025, the Company's shares were approved for listing on The Nasdaq Capital Market, with trading commencing under the symbol "VBIX" on June 5, 2025, resulting in gross proceeds of $2,852,000 from private placements and facility agreements[503][504]. Operational Challenges - The decline in revenues and user traffic has raised substantial doubts about the Company's ability to continue as a going concern for at least 12 months following the issuance of the financial statements[510]. - Management has implemented cost-cutting measures, including reductions in salaries, professional services, and operational expenses, to address financial difficulties[511]. - The Company is exploring new partnerships and income sources as part of its strategy to improve financial stability[511]. - The financial statements do not include adjustments that may be necessary if the Company is unable to continue as a going concern[517].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ 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 Commission File Number 001-41232 NSTS BANCORP, INC. (Exact name of the registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) (I ...

Company Overview - The company is a newly organized blank check company incorporated on June 12, 2025, with no operating revenues generated to date and no specific business combination target selected yet [21]. - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations [83][84]. - The company has no operating history or revenues until the completion of its initial business combination, which poses a risk to investors [164]. Management and Strategy - The focus will be on industries that complement the management team's background, particularly in Digital Infrastructure Services, driven by the expansion of data centers and related ecosystems [22]. - The management team has significant experience in identifying and operating leading Digital Infrastructure Services companies, aiming to create value through organic and inorganic growth strategies [23]. - The company will leverage its management team's extensive relationships and expertise to identify and evaluate potential acquisition targets in the Digital Infrastructure Services sector [34]. - The management team possesses decades of experience in public and private investment, enhancing the company's ability to understand potential targets and their market trajectories [35]. - The company aims to structure transactions that deliver significant shareholder value through a growth plan developed during the diligence process [37]. Acquisition Strategy - The company aims to acquire businesses with an enterprise value between $250 million and $1 billion, focusing on those with strong market positions and competitive advantages [49]. - The acquisition strategy emphasizes targeting businesses with proven offerings and scalable business models that can benefit from the management team's expertise [49]. - The focus will also include companies with demonstrable barriers to entry and those that would benefit from being publicly traded in the U.S., enhancing access to capital and market awareness [25]. - The company will conduct thorough due diligence, including financial, operational, and legal reviews, before finalizing any acquisition [48]. - The company anticipates structuring the initial business combination to ensure that public shareholders own or acquire 100% of the equity interests or assets of the target business [55]. Financial Considerations - The company has $223,225,000 available for a business combination after expenses, which can be used for liquidity events, growth capital, or debt reduction [85]. - The company intends to complete its initial business combination using cash from its initial public offering, private placement units, equity, or debt [86]. - The company may incur up to $300,000 in repayment of loans for offering-related and organizational expenses [67]. - The total funds in the trust available for the initial business combination amount to $231,150,000, leading to an implied value of approximately $7.83 per share, representing a 22% decrease from the initial implied value of $10.05 [178][179]. Risks and Challenges - There is a risk that the company may face competition for attractive acquisition targets, which could increase costs or hinder the ability to complete a business combination [57]. - The lack of business diversification may pose risks, as success may depend entirely on the performance of a single business post-combination [97]. - The company may face operational challenges if it pursues complex business combinations requiring significant improvements [201]. - The anticipated demand for data center capacity is expected to triple by 2030, with approximately 70% of this demand driven by AI workloads, requiring an estimated $5 trillion in investments by the end of the decade [38]. - The company expects to encounter significant competition for business combination opportunities, which may increase costs and complicate the acquisition process [193]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price of approximately $10.05 upon completion of the initial business combination [113]. - The redemption rights will not apply to warrants or private placement units and their underlying securities upon completion of the initial business combination [123]. - If public shareholders tender more shares than the company is permitted to redeem, the tender offer will be withdrawn and the initial business combination will not be completed [121]. - A public shareholder, along with affiliates, will be restricted from seeking redemption rights for more than 20% of the public shares sold in the initial public offering without prior consent [122]. - If the initial business combination is not completed within 24 months, public shareholders who elected to redeem their shares will not receive any funds from the trust account [128]. Legal and Regulatory Considerations - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC [153]. - The company may seek an independent valuation opinion if pursuing a business combination with an affiliated company [65]. - There is uncertainty regarding the recognition and enforcement of U.S. court judgments in the Cayman Islands or other jurisdictions [211]. - The board of directors may be seen as breaching fiduciary duties by paying shareholders before addressing creditor claims, exposing the company to punitive damages [219]. Sponsor and Ownership Structure - The sponsor owns 20% of the issued and outstanding ordinary shares, which may influence the outcome of shareholder votes on business combinations [168]. - The sponsor issued 5,750,000 founder shares at a price of approximately $0.004 per share, totaling $25,000 [67]. - The sponsor has agreed to waive rights to liquidating distributions from the trust account for founder shares if the initial business combination is not completed within the specified timeframe [131]. - The sponsor may receive additional Class A ordinary shares, which will equal 20% of the total Class A ordinary shares issued upon completion of the initial public offering, adjusted for certain conditions [206]. Conclusion and Future Outlook - The company may not seek to extend the time to consummate the initial business combination, which could lead to the redemption of public shares [184]. - If the initial business combination is not completed within the required time period, public shareholders may receive approximately $10.05 per public share upon liquidation [195]. - The company may depend on loans from the sponsor or management team if the net proceeds from the initial public offering are insufficient to operate for at least 24 months [1].