Company Overview - The company specializes in advanced LiDAR hardware and software solutions for vehicles, focusing on safety and autonomous capabilities[134]. Financial Transactions - In March 2025, the company exchanged $18.2 million of 1.25% Convertible Senior Notes for approximately 1,951,819 shares of Class A common stock[138]. - In May 2025, the company exchanged $6.2 million of Convertible Senior Notes for 1,098,931 shares of Class A common stock and repurchased $43.8 million of notes for $30.3 million in cash[139]. - On January 11, 2026, the company agreed to sell LiDAR assets for cash consideration of $22.0 million[168]. - The company completed the sale of LiDAR assets to MicroVision for $33.0 million on February 3, 2026[169]. - The company sold LSI to QCi for $110.0 million in cash, with $89.4 million used to fund a cash tender offer for 1L Notes[171]. Bankruptcy and Restructuring - The company filed for Chapter 11 bankruptcy on December 15, 2025, with approximately $25.0 million in cash on hand to support operations during the process[156][157]. - The company’s Plan of Liquidation was filed to distribute proceeds from asset liquidation to stakeholders[158]. - The company filed for Chapter 11, leading to an event of default on its 2026 Convertible Senior Notes, 1L Notes, and 2L Notes[159]. - Operating results have been negatively impacted by Chapter 11, resulting in decreased revenue[160]. - The company executed a restructuring plan in 2024, reducing its workforce by 30%, with further reductions of 25% and 30% planned in 2025[163][164][165]. - As of December 31, 2025, the company incurred $6.0 million in employee-related charges from restructuring plans[166]. - The company initiated the wind-down of its data and insurance businesses during 2025[167]. - The company expects to incur significant reorganization expenses related to its Chapter 11 proceedings[191]. - The company recognized $46.3 million in reorganization items related to Chapter 11 cases in 2025, with no comparable amounts for 2024[207]. Revenue and Expenses - Revenue for the year ended December 31, 2025, was $66.0 million, a decrease of 12% from $75.4 million in 2024[192]. - The Autonomy Solutions segment revenue decreased by $12.6 million (24%) to $40.9 million, primarily due to a $21.8 million decrease in product revenue[194]. - Total operating expenses for 2025 were $218.6 million, down 47% from $409.3 million in 2024[192]. - Research and development expenses decreased by $94.1 million (41%) to $137.6 million, mainly due to reduced headcount and lower consultant fees[197]. - The net loss for 2025 was $366.3 million, an increase of 34% from a net loss of $273.1 million in 2024[192]. - Cash and cash equivalents as of December 31, 2025, totaled $21.7 million, with total liquidity of $24.3 million[210]. - Net cash used in operating activities was $196.5 million for 2025, compared to $276.6 million in 2024[214]. - Two customers accounted for 45% of the revenue in 2025, with one customer alone contributing 39% in 2024[176]. Accounting and Financial Reporting - Liabilities related to the Chapter 11 reorganization are classified as liabilities subject to compromise, affecting the consolidated balance sheets[225]. - Changes in the fair value of derivative liabilities are recorded in the consolidated statement of operations as either other income or expense[224]. - The company evaluates embedded features of convertible and senior notes to determine if they qualify as derivatives, impacting financial reporting[224]. - The accounting treatment for transactions related to debt modification or extinguishment is assessed under ASC 470-50, affecting income recognition[224]. - The company uses a range of sales prices from actual sales to estimate standalone selling prices (SSP) for performance obligations[222]. - Recent accounting pronouncements are detailed in the financial statements, impacting the company's accounting policies[227]. - The company is not required to provide market risk disclosures as it qualifies as a smaller reporting company[228]. - Changes in judgments regarding revenue recognition assumptions could significantly impact financial results[223]. Manufacturing and Sourcing - The company has been evaluating alternatives for manufacturing arrangements after Celestica terminated its master services agreement[136][155]. - The company has transitioned sourcing strategies to reduce manufacturing costs, completing changes in 2023 and 2024[137].

Business Operations and Client Base - The company provided custody, wallet, liquidity, and infrastructure solutions to over 5,320 clients and over 1.2 million users as of December 31, 2025, with approximately $81.6 billion in Assets on Platform (AoP) [36] - The number of clients served was over 5,320 across more than 100 countries as of December 31, 2025 [65] - The company serves government agencies across the world, including those in the United States and El Salvador, with expectations for continued opportunities in this segment [70] - The company had 603 full-time employees as of December 31, 2025, across multiple regions including the United States, Canada, Europe, Asia, Latin America, and the Middle East [132] Financial Performance - Digital asset sales revenue increased by $13.0 billion as of December 31, 2025, compared to the previous year [54] - The company generated approximately $15.6 billion in digital asset sales revenue for the year ended December 31, 2025, representing a 512.6% increase from the previous year [76] - Lending fees generated for the year ended December 31, 2025, were approximately $18.1 million, compared to $5.8 million for the year ended December 31, 2024 [77] - The company generates interest income from client funds held in segregated accounts and corporate cash, with higher interest rates typically increasing interest income [654] Digital Assets and Treasury Management - The company supported over 1,770 digital assets and had $15.6 billion in Assets Staked as of December 31, 2025 [38][53] - The company has maintained a Bitcoin treasury of 1,673 Bitcoin valued at $146.4 million, representing approximately 42.5% of total digital intangible asset value as of December 31, 2025 [49] - The company’s strategy to increase Bitcoin treasury holdings is subject to market conditions and operational cash flow requirements [50] - A hypothetical 50.0% increase or decrease in the fair value of Bitcoin holdings would have impacted net income by approximately $73.2 million, $109.5 million, and $40.6 million for the years ended December 31, 2025, 2024, and 2023, respectively [659] Regulatory Compliance and Framework - The company received approval to convert BitGo Trust Company, Inc. to a federally chartered national trust bank, enhancing its regulatory framework [37] - The company is subject to a complex regulatory framework across multiple jurisdictions, impacting its operations and compliance requirements [94] - BitGo's subsidiaries are licensed as money transmitters in various U.S. states and have obtained licenses for digital asset custody and trading solutions outside the U.S. [107] - The company is regulated by the Financial Crimes Enforcement Network (FinCEN) and must comply with anti-money laundering (AML) and counter-terrorist financing (CTF) laws [103] - The company is subject to ongoing supervision by the OCC and must adhere to capital adequacy and risk management standards [99] - The company has implemented a compliance program to prevent illicit activities, which requires significant resources and ongoing adaptation to regulatory changes [105] - The company is subject to regulatory scrutiny regarding whether certain digital assets could be classified as securities, which could lead to significant regulatory inquiries and operational impacts [115] Product Offerings and Services - The company offers Stablecoin-as-a-Service and Crypto-as-a-Service, providing clients with customizable API solutions for digital asset management [39][51] - The company aims to become the leading stablecoin platform as use cases for stablecoins continue to grow [60] - The company launched Stablecoin-as-a-Service in 2025, allowing institutional clients to issue U.S. dollar-backed stablecoins [79] - The company’s liquidity and prime solutions include staking, borrowing, lending, and end-to-end digital asset management [51] Intellectual Property and Legal Matters - The company has registered 15 trademarks in nine jurisdictions and has 81 pending trademark applications [88] - BitGo has made an irrevocable public patent pledge to not initiate lawsuits for patent infringement related to cryptocurrencies, provided certain conditions are met [91] - BitGo's broker-dealer business is registered with the SEC and is subject to regulations from FINRA and other authorities, covering all aspects of its operations [110] Risk Factors and Challenges - Digital asset prices have historically exhibited considerable volatility, with Bitcoin showing an average annualized standard deviation of daily price returns of approximately 50% over the last three years ending December 31, 2024 [659] - The company’s business model may face challenges due to the complex framework of U.S. and non-U.S. laws, which could lead to increased scrutiny and potential enforcement actions [121] - The company’s financial performance is significantly influenced by transaction fees from the trading of digital assets, which may vary based on payment method and transaction size [656] - The company is committed to compliance with various laws regarding the collection and use of personal data, which includes monitoring compliance with the Foreign Corrupt Practices Act and similar regulations [119][120] - The company has implemented policies to ensure compliance with anti-corruption laws and continuously monitors adherence to these regulations [120]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to _______________________ Commission file number 001-36366 FG Nexus Inc. (Exact name of registrant as specified in its charter) Nevada 46-1119100 (Stat ...

Financial Performance - Total revenue for 2025 was $2.4 million, an increase of $1.6 million or 209.8% compared to $0.8 million in 2024[220]. - Revenue in 2025 included $1.5 million from ETH staking rewards, $0.5 million from merchant banking advisory fees, and $0.4 million from rental income[220]. - Loss from operations increased to $64.0 million in 2025 from $11.7 million in 2024, driven by a $38.3 million unrealized mark to market adjustment on ETH digital assets[221]. - Stock-based compensation expense rose to $7.8 million in 2025, a 379.6% increase from $1.6 million in 2024[220]. - Net cash used in operating activities from continuing operations was approximately $6.7 million in 2025, compared to $3.9 million in 2024[230]. - Net cash used in investing activities from continuing operations was approximately $128.1 million in 2025, primarily due to $138.0 million of net ETH purchases[231]. - Net cash provided by financing activities was approximately $136.0 million in 2025, compared to net cash used of $6.9 million in 2024[232]. - The company recorded a net loss from continuing operations of $67.6 million in 2025, up from $24.2 million in 2024, largely due to unrealized mark to market adjustments[224]. - General and administrative expenses increased by $5.1 million in 2025, primarily due to higher compensation costs and professional fees related to new ETH treasury operations[221]. Asset Management - As of March 23, 2026, FG Nexus's digital asset portfolio included approximately 40,093 ETH with an estimated fair value of $64.6 million[162]. - As of December 31, 2025, the company held $119.4 million in ETH digital assets, which are valued at fair market value[201]. - The company commenced ETH staking activities in August 2025, utilizing proceeds from capital raising to acquire and deploy ETH[202]. - Staking rewards are recognized as revenue, but are constrained under ASC 606 until validation activities are completed[203]. - The company’s equity holdings in privately held companies are valued using Monte-Carlo simulation and option pricing models, which involve significant estimation uncertainty[205]. Corporate Actions - The company completed a reverse stock split at a ratio of 1-for-5, resulting in 6,555,124 shares of common stock outstanding post-split[171]. - FG Nexus signed a non-binding letter of intent to sell its Quebec property for approximately $11.0 million USD, expected to generate net pretax proceeds of $8.0-$9.0 million USD[173]. - The company repurchased approximately 2.2 million shares of its common stock at a total cost of approximately $34.9 million, representing about 25.8% of its outstanding shares prior to the program[184]. - FG Nexus initiated a preferred share repurchase program, acquiring approximately 202 thousand shares of Series A Preferred Stock at a total cost of approximately $5.0 million, representing about 22.6% of its outstanding preferred shares prior to the program[185]. - The company entered into a Sales Agreement allowing the sale of up to $5 billion of Common Stock, generating approximately $15.5 million in gross proceeds from the sale of 0.4 million shares by December 31, 2025[186]. - In July 2025, the company completed a Private Placement Offering, raising approximately $176.0 million in gross cash proceeds and $24.0 million in cryptocurrency, with 6.8 million Pre-Funded Warrants converting into Common Stock[188]. - The company increased its authorized shares of Common Stock from 0.8 million to 200.0 million and preferred stock from 100.0 million to 500.0 million as part of the September Charter Amendment[190]. - A subsequent amendment increased the authorized shares of Common Stock to 180.0 billion and preferred stock to 100.0 billion, including 10.0 billion shares designated as Series A Preferred Stock[192]. - The company transferred legacy assets to a CVR Trust in August 2025, creating contingent value rights for stockholders[194]. Business Operations - The company sold a portion of its reinsurance business in the first half of 2025 and completed the sale of the remaining portion in early 2026[166]. - FG Nexus's treasury strategy focuses on the tokenization of real-world assets, including affordable housing and real estate[162]. - The company has utilized third-party custodians and treasury management services to facilitate its treasury strategies[163]. - FG Nexus's merchant banking division has launched several new companies, including FG Communities, Inc. and Craveworthy LLC[165]. - The company entered into a master digital currency loan agreement, with a notable loan of $10.0 million at a fee of 7.9%, which was repaid in December 2025[182]. - The company sold its Digital Ignition technology incubator for gross proceeds of $6.5 million, recording a non-cash impairment charge of approximately $1.4 million[198].

Financial Performance - Bookings for software subscriptions and services were $993,000 for the year ended December 31, 2025, compared to $3,078,000 in 2024, indicating a significant decline [252]. - Net revenues decreased by $636,000, or 19.9%, from $3,189,000 in 2024 to $2,553,000 in 2025, primarily due to a significant drop in advertising revenue [276]. - Software subscriptions and services revenue increased by $364,000, or 19.1%, from $1,907,000 in 2024 to $2,271,000 in 2025, driven by an increase in development services revenue [276]. - Advertising revenue decreased by $1,000,000, or 78.0%, from $1,282,000 in 2024 to $282,000 in 2025, attributed to reduced advertising campaigns due to softening market demand [277]. - Gross profit for the year ended December 31, 2025, was $1,291,000, with a gross margin of 50.6%, compared to a gross profit of $1,454,000 and a margin of 45.6% in 2024 [259]. - Adjusted gross profit for 2025 was $1,353,000, with an adjusted gross margin of 53.0%, up from $1,633,000 and 51.2% in 2024 [259]. - The net loss for 2025 was $11,401,000, compared to a net loss of $10,316,000 in 2024 [259]. - Adjusted EBITDA for 2025 was $(16,147,000), worsening from $(10,317,000) in 2024 [259]. Operating Expenses - Total operating expenses increased by $6,467,000, or 42.1%, from $15,343,000 in 2024 to $21,810,000 in 2025, with significant increases in sales and marketing, general and administrative, and research and development expenses [280]. - General and administrative expenses rose by $4,822,000, or 46.0%, primarily due to increased professional and consulting fees related to legal matters [282]. - Research and development expenses increased by $898,000, or 39.6%, reflecting higher consulting expenditures in engineering and technical teams [283]. Cash Flow and Financial Position - Total cash as of December 31, 2025, was $100.6 million, with expectations of continued operating losses and negative cash flows in the foreseeable future [286]. - The company utilized $12,467,000 in cash from operating activities during 2025, resulting from a net loss of $11,400,000 [292]. - The company anticipates future capital requirements will depend on growth pace, subscription renewals, and potential acquisitions, which may necessitate additional financing [288]. - Other income for 2025 was recorded at $9,099,000, primarily from $4,268,000 in interest income and $4,863,000 related to litigation settlements [284]. Strategic Initiatives - The company plans to invest in AI technologies, including generative and agentic AI, to enhance mobile app development and reduce costs [244][248]. - The AI Concierge feature is currently being pilot tested with existing customers to improve user engagement [246]. - The Guest Services Agent feature is in development, aimed at enhancing customer interactions in the hospitality sector [247]. - The company does not expect to be profitable in the near future as it continues to invest in growth and product development [249]. Revenue Recognition - Revenue is primarily derived from vertical solution and SDK subscription fees, including access to the platform and application development support [302]. - Revenue recognition follows ASC No. 606, with revenue recognized when control of products or services is transferred to customers [302]. - The revenue recognition process involves a five-step framework, requiring significant judgment to determine distinct performance obligations [304]. - Recent accounting standards applicable to the business are detailed in the "Recently Adopted Accounting Policies" section of the financial statements [305]. - The company is classified as a "smaller reporting company" and is not required to provide certain market risk disclosures [306].

Financial Performance - SpringBig's revenue for the year ended December 31, 2025, was $22.834 million, a decrease from $24.649 million in 2024, representing a decline of approximately 7%[253] - The net loss for 2025 was $3.247 million, compared to a net loss of $1.876 million in 2024, indicating an increase in losses of approximately 73%[253] - Adjusted EBITDA for 2025 was $874,000, down from $1.368 million in 2024, reflecting a decrease of about 36%[253] - Revenue for the year ended December 31, 2025, decreased by $1.8 million, or 7%, to $22.8 million compared to $24.6 million in 2024[281] - Subscription revenue declined by 12% year-on-year, from $21.1 million in 2024 to $17.8 million in 2025[281] - Gross profit decreased by $2.0 million, or 11%, to $16.0 million for the year ended December 31, 2025, with a gross profit margin reduction from 73% to 70%[283] - The net revenue retention rate fell to 79% in 2025 from 88% in 2024, indicating a decrease in revenue retention[253] - The net revenue retention rate was 79% for the twelve months ended December 31, 2025, down from 88% in 2024[282] - The accumulated deficit expanded to $41,688,000 as of December 31, 2025, from $38,441,000 in 2024, highlighting ongoing operational losses[344] - The net loss for 2025 was $3,247,000, compared to a net loss of $1,876,000 in 2024, indicating a worsening financial performance[346] Client and Market Dynamics - The number of retail clients decreased to 775 in 2025 from 915 in 2024, a decline of approximately 15%[253] - SpringBig serves approximately 775 brand and retailer clients across more than 2,400 distinct retail locations in North America[252] - SpringBig anticipates intensified competition as the regulatory environment for cannabis stabilizes, potentially attracting new market participants[269] - SpringBig's clients sent approximately 624 million messages in 2025, an increase from 595 million messages in 2024, representing a growth of about 5%[253] Cash Flow and Liquidity - As of December 31, 2025, cash and cash equivalents increased to $1,500,000 from $1,179,000 in 2024, while accounts receivable decreased to $2,003,000 from $2,213,000[302] - For the year ended December 31, 2025, the net loss was $3.2 million, with cash provided by operating activities amounting to $361,000, a significant improvement from a cash used of $953,000 in 2024[305] - The company reported a total cash flow of $321,000 for 2025, compared to $848,000 in 2024, with no financing activities in 2025[303][308] - The company experienced a $760,000 increase in working capital in 2025, primarily due to a $1.9 million increase in accounts payable and other liabilities[305] - The Company has low capital investment requirements, with cash used in investing activities remaining consistent at $100,000 for both 2025 and 2024[307] - The Company may need to raise additional funds through equity or debt financing due to insufficient cash from operations to fund future activities[302] Expenses and Cost Management - Operating expenses decreased by $882 thousand, or 5%, for the year ended December 31, 2025, compared to 2024[284] - Selling, servicing, and marketing expenses decreased by $849 thousand, or 18%, due to reduced compensation expenses from lower employee headcount[285] - Technology and software development expenses decreased by $1.1 million, or 19%, attributed to reduced employee headcount and refined software spending[285] - General and administrative expenses increased by $1.1 million, or 14%, due to increased advisory fees and one-time fees associated with the prior office lease[286] - Interest expense decreased by $884 thousand, or 40%, from $2.2 million in 2024 to $1.3 million in 2025[287] - SpringBig's operating expenses totaled $17,712,000 in 2025, a slight decrease from $18,594,000 in 2024, showing efforts to manage costs[346] Assets and Liabilities - Total current assets increased to $4,177,000 in 2025 from $3,864,000 in 2024, primarily driven by an increase in cash and cash equivalents[344] - Current liabilities rose significantly to $7,710,000 in 2025, compared to $5,670,000 in 2024, indicating increased financial obligations[344] - The company reported total liabilities of $17,117,000 in 2025, up from $16,596,000 in 2024, indicating a growing debt burden[344] - As of December 31, 2025, the total outstanding long-term debt was $9,237,000, an increase from $8,364,000 in 2024, reflecting a year-over-year growth of approximately 10.4%[427] Accounting and Financial Reporting - The Company considers its accounting estimates related to income taxes, equity-based compensation, and allowance for credit losses to have the greatest potential impact on its consolidated financial statements[312] - The Company has not recognized any uncertain tax positions as of December 31, 2025, indicating a stable tax position[405] - The Company is evaluating the impact of several recent accounting pronouncements, including ASU No. 2024-03, which requires additional disclosures about specific expense categories effective after December 15, 2026[407] - The Company accounts for intangible assets at fair value and amortizes them over a useful life of 3 years[382] Acquisitions and Investments - The Company completed the acquisition of VICE CRM on July 31, 2025, for approximately $49,000, which included $32,000 allocated to software and $17,000 to goodwill[418][419] - Stock-based compensation related to the acquisition of VICE CRM will be recognized over the requisite service period, impacting general and administrative expenses[420] Revenue Recognition - The Company recognizes revenue upon transfer of control of promised services to customers, with revenue earned monthly based on a fixed fee and messaging credits[385][387] - The cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks[395]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42624 REPUBLIC DIGITAL ACQUISITION COMPANY (Exact name of registrant as specified in its charter) 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 Registrant's telephone number, inc ...

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on May 1, 2025, raising gross proceeds of $300,000,000 from the sale of 30,000,000 Units at a price of $10.00 per Unit[21]. - A total of 7,280,000 Private Placement Warrants were sold at $1.00 each, generating additional gross proceeds of $7,280,000[22]. - The Trust Account initially held $300,000,000, with fees incurred amounting to $18,629,500, including $5,280,000 in initial underwriting fees[23]. - As of December 31, 2025, the company has $308,063,800 available for a Business Combination, before redemptions and taxes[68]. - The company generated a net income of $7,718,712 for the period from January 23, 2025, to December 31, 2025, primarily from interest income on investments held in the Trust Account[180]. - As of December 31, 2025, the company had marketable securities in the Trust Account totaling $308,053,817, which includes $8,053,817 of interest income[183]. - The company incurred total fees of $18,629,500 related to the IPO, including $5,280,000 in cash underwriting fees and $12,720,000 in deferred underwriting fees[181]. Business Combination and Strategy - The company has until May 1, 2027, to complete its initial Business Combination, which is a 24-month period from the closing of the IPO[24]. - The company aims to pursue businesses in fintech, software, and cryptocurrency, focusing on those with above-industry-average growth and substantial free cash flow generation[29]. - The company intends 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[42]. - The company may seek to extend the Combination Period with shareholder approval, allowing for potential redemptions that could affect the Trust Account balance[25]. - The company may seek shareholder approval for its initial Business Combination, but it can also conduct redemptions without a vote under certain conditions[74]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business[183]. Shareholder Rights and Redemption - Public Shareholders may incur immediate and substantial dilution upon the closing of the Initial Public Offering due to the nominal price at which the Founder Shares were acquired[51]. - The pro rata Redemption Price was $10.26 per Public Share as of December 31, 2025, but future distributions may be affected by creditor claims[39]. - Public Shareholders can redeem up to 15% of the Public Shares sold in the Initial Public Offering without prior consent, to discourage accumulation of large blocks of shares[98]. - The company will not complete the initial Business Combination if the cash consideration required exceeds the available cash[84]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not receive any funds from the Trust Account[103]. - Public Shareholders will only receive funds from the Trust Account under specific conditions, including failure to complete the initial Business Combination within the Combination Period[116]. Management and Conflicts of Interest - The Management Team has significant experience in digital assets and traditional finance, which will be leveraged in identifying and evaluating potential acquisition targets[28]. - The management team collectively holds an indirect interest in an aggregate of 4,254,371 Founder Shares, representing approximately 56.7% of the outstanding Founder Shares[50]. - Conflicts of interest may arise due to the management team's obligations to other entities, potentially affecting the ability to complete the initial Business Combination[58]. - The management team may face conflicts of interest in determining appropriate Business Combination opportunities due to their ownership of Founder Shares and Private Placement Warrants[57]. - The company may face conflicts of interest due to its affiliation with FPAM, which may pursue similar acquisition opportunities[61]. - The management team has developed a broad network of contacts that provides a substantial number of potential initial Business Combination targets[54]. Regulatory and Compliance Issues - The company is subject to the rules and regulations under the Securities Exchange Act of 1934, and has no current intention of suspending its reporting obligations[63]. - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements until it meets specific revenue or market value thresholds[125]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until it meets certain market value or revenue criteria[126]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2025, as mandated by the Sarbanes-Oxley Act[122]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[206]. Risks and Challenges - The company may face challenges in retaining key personnel from the target business post-acquisition, which could impact management effectiveness[70]. - The lack of business diversification may pose risks, as the company's success may depend entirely on the performance of a single business post-acquisition[69]. - The company may face risks related to its search for a Business Combination, including potential difficulties in obtaining financing and competition for attractive targets[129]. - The requirement to complete the initial Business Combination within a specified period may limit the time available for due diligence and negotiation, potentially undermining shareholder value[130]. - The company may face regulatory review and approval requirements for its initial Business Combination, which could delay or prohibit the transaction[137]. - The company may be subject to changing laws and regulations that increase costs and the risk of non-compliance, impacting its operations[137]. Key Personnel - Andrew Durgee has been appointed as President of Republic since 2023 and co-CEO since January 2025[219]. - From 2017 to 2023, Andrew Durgee led business and engineering strategy as Head of Republic Crypto[219]. - Durgee has extensive experience in blockchain technologies, having pioneered an industry-first multi-signature wallet repository[219]. - He has served as Chairman of the Board at Everyrealm since January 2021, focusing on Metaverse development[219]. - Durgee has been a Director at Upside, a tokenization development company, since 2021[219]. - He has been a Director at 3thix, a blockchain adtech company, since April 2023[219]. - Durgee has been the CEO of Durgee Consulting since November 2016, providing technology consulting services[219]. - He studied Management Engineering at Worcester Polytechnic Institute, enhancing his technical expertise[219].

IPO and Financing - The company completed its Initial Public Offering (IPO) on September 18, 2025, raising gross proceeds of $172.5 million from the sale of 17,250,000 Units at $10.00 per Unit[23]. - An additional $5.3 million was generated from the private sale of 5,300,000 Private Placement Warrants at $1.00 per warrant[24]. - The total amount of $172.5 million from the IPO and Private Placement has been placed in a Trust Account[25]. - The company has $166,462,500 available for a Business Combination as of December 31, 2025, before redemptions and taxes[50]. - The company may need additional financing to complete its initial Business Combination if the cash required exceeds the available funds in the Trust Account[51]. - The company may seek Working Capital Loans up to $1,500,000, which can be converted into units of the post-Business Combination entity at a price of $1.00 per unit[183]. - The Underwriters are entitled to a Deferred Fee of up to $0.35 per Unit, totaling up to $6,037,500, payable upon the consummation of an initial Business Combination[187]. Business Combination and Strategy - The company must complete its initial Business Combination by September 22, 2027, or face liquidation and distribution of the Trust Account funds[26]. - The company is focused on target businesses in sectors such as energy, fintech, real estate, and technology[22]. - The company aims to acquire 100% of the equity interests or assets of target businesses, but may acquire less than 100% if it meets specific objectives[45]. - The company intends to utilize cash from the IPO and Private Placement for its initial Business Combination, which may involve financially unstable or early-stage companies[40]. - The company may seek to extend the Combination Period with shareholder approval, which could affect the Trust Account and capitalization[27]. - The company may continue to seek a Business Combination with a different target if the initial one is not completed within the Combination Period[100]. - The company may incur losses if costs associated with identifying and evaluating target businesses do not lead to a completed Business Combination[64]. - The company may face increased competition from other SPACs for attractive target businesses, potentially impacting acquisition terms[65]. - The company may face significant competition for Business Combination opportunities, which could hinder the completion of the initial Business Combination[126]. - The company may engage in a Business Combination with target businesses that have relationships with affiliates, raising potential conflicts of interest[129]. Shareholder Rights and Redemption - The pro rata Redemption Price for Public Shares was approximately $10.10 as of December 31, 2025, but actual distribution may be affected by creditor claims[43]. - Shareholder approval is required for the initial Business Combination if the issuance of Ordinary Shares exceeds 20% of the outstanding shares or if a director or substantial shareholder has a 5% or greater interest in the target business[74]. - The company will provide Public Shareholders with the opportunity to redeem their shares upon completion of the initial Business Combination, regardless of their voting stance[80]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent, which aims to prevent a small group from blocking the Business Combination[94]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[99]. - The company will not restrict Public Shareholders' ability to vote all of their Public Shares for or against the initial Business Combination[95]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer Public Shares to exercise redemption rights, with specific deadlines outlined in proxy materials[96]. Management and Governance - The Management Team includes experienced members such as Daniel Freifeld (Chairman), Craig Perry (CEO), and Powers Spencer (CFO)[26]. - The management team has developed a broad network of contacts that provides a substantial number of potential initial Business Combination targets[52]. - The company may seek to recruit additional managers post-Business Combination, but there is no assurance that suitable candidates can be found[70]. - The decision to seek shareholder approval for the Business Combination will be made at the company's discretion based on various factors, including timing and costs[72]. - The Board consists of four members divided into three classes, with each class serving a three-year term[219]. - Officers are appointed by the Board and serve at its discretion, rather than for specific terms[220]. - There are no material legal proceedings involving any director or executive officer in the last ten years[218]. - No family relationships exist between any directors or executive officers[217]. Financial Performance and Reporting - For the period from June 20, 2025, to December 31, 2025, the company reported a net income of $1,534,988, primarily from interest income on marketable securities[175]. - Cash used in operating activities during the same period was $365,659, influenced by formation costs and general administrative expenses[177]. - The company incurred total costs of $10,060,403 related to the IPO, which included a cash underwriting fee of $3,450,000 and a Deferred Fee of $6,037,500[176]. - The company has no long-term debt or capital lease obligations, with only administrative service fees incurred amounting to $34,000 from inception through December 31, 2025[185]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[115]. - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[118]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[120]. - The company is also classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements[121]. - The company does not expect any recently issued accounting standards to materially affect its financial statements[195]. Risks and Challenges - The company may not be able to complete its initial Business Combination within the Combination Period, which could lead to liquidation and redemption of Public Shares[124]. - Recent fluctuations in inflation and interest rates could complicate the consummation of an initial Business Combination[125]. - The requirement to complete the initial Business Combination within the Combination Period may limit the time available for due diligence on potential targets[126]. - Public Shareholders' ability to redeem shares for cash may deter potential Business Combination targets, affecting the company's financial condition[126]. - The company may face competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[113]. - The ongoing geopolitical conflicts, including the Russia-Ukraine conflict, may adversely affect the Company’s ability to find a target business for the initial Business Combination[140]. - The Company may face increased market volatility and disruptions due to geopolitical tensions, impacting its search for a Business Combination[141]. - Cybersecurity incidents could pose risks to the investments in the Trust Account and the Company’s operations, with potential material adverse consequences[150]. Shareholder Value and Dilution - Approximately 57.2% of the Founder Shares are owned by the company's officers and directors, leading to potential dilution for Public Shareholders[34]. - The nominal purchase price for the Founder Shares may lead to significant dilution of the implied value of Public Shares upon the consummation of the initial Business Combination[137]. - The share price of the post-Business Combination company may be less than the Redemption Price of Public Shares, impacting shareholder value[129]. - The company cannot assure Public Shareholders that the actual value of the per-share redemption price will not be less than $10.00 per Public Share due to potential claims from creditors[111]. - The Sponsor has agreed to be liable if third-party claims reduce the Trust Account funds below $10.00 per Public Share, but there is no assurance that the Sponsor can satisfy these obligations[108]. - The Company may liquidate investments in the Trust Account to mitigate risks related to the Investment Company Act, potentially resulting in lower interest income for Public Shareholders[135]. - The Company’s securities may be delisted from Nasdaq, limiting shareholders' ability to trade and subjecting them to additional restrictions[135].

Autonomous Vehicle Technology - Cyngn Inc. has deployed DriveMod software on over ten different vehicle types, including tow tractors and electric forklifts, demonstrating the extensibility of its autonomous vehicle technology [24]. - The DriveMod Stockchaser, with a towing capacity of 6,000 lbs, became commercially available in early 2023, and the DriveMod MT160 Tugger, with a 12,000 lbs towing capacity, was released in 2024 [25]. - The Enterprise Autonomy Suite (EAS) is designed to provide level-4 "high automation" capabilities, enabling fully autonomous driving without human intervention [48]. - Cyngn's EAS combines autonomous vehicle technology with data analytics, creating a new asset from data collected during vehicle operation [53]. - DriveMod's modular software is compatible with various sensor and hardware components, allowing for retrofitting existing vehicles or integration into new manufacturing [64]. - The company targets manufacturing and distribution material handling vehicles, with deployments in facilities as large as 4 million square feet [75]. - The autonomous vehicle solutions market is rapidly growing, with competition from traditional manufacturers and robotics providers [94]. - The company believes its modular software-centric approach and technical expertise can capture a significant share of the industrial autonomy market [95]. Market Trends and Opportunities - The material handling equipment market was valued at $213.4 billion in 2021, with a projected CAGR of 5.7% from 2022 to 2030, driven by increased safety awareness and Industry 4.0 adoption [38]. - Approximately 76% of supply chain operations are currently impacted by labor shortages, with the manufacturing sector facing millions of unfilled positions over the next decade [40]. - 70% of large-scale warehouses are expected to adopt AI-driven solutions by 2024 for inventory management and route planning [39]. - The company aims to secure additional license agreements with companies reliant on material handling vehicles to address labor shortages and improve safety [30]. - The company plans to expand its commercial deployments of autonomous vehicles on a nationwide basis in the United States and internationally [131]. Financial Performance and Projections - The company incurred net losses of $23.5 million and $33.3 million for the years ended December 31, 2025, and 2024, respectively, with an accumulated deficit of $216.8 million as of December 31, 2025 [128]. - Research and development costs were $12.5 million and $11.3 million for the years ended December 31, 2025, and 2024, respectively, and are expected to grow in the future [129]. - As of December 31, 2025, the company's cash and cash equivalents balance was approximately $1.0 million, with short-term investments of $33.7 million [137]. - The company anticipates fluctuations in financial results due to various factors, including changes in revenue mix and customer demand [133]. - The company may need to raise additional capital to fund commercialization activities, with potential dilution for existing shareholders if equity is issued [135]. Intellectual Property and Regulatory Challenges - Cyngn's patent portfolio expanded with 16 new U.S. patent grants in 2023, 3 in 2024, and 2 in 2025, bringing the total to 24 [27]. - Regulatory compliance is crucial, with the company focusing on private property operations to mitigate deployment risks [96]. - The regulatory environment for autonomous industrial vehicles is still evolving, with the company preparing to comply with various standards [97]. - Changes in U.S. patent law could impair the company's ability to protect its technology and enforce intellectual property rights, affecting competitive advantage [161]. - The company cannot guarantee that its patent applications will be issued or that issued patents will provide adequate protection against competitors [166]. Operational and Strategic Risks - The company faces significant challenges in establishing its business model and achieving market acceptance for its products [116]. - The competitive landscape includes traditional vehicle operators and new entrants, with the company needing to stay ahead in technology and innovation [120]. - The company faces risks related to competition in the autonomous industrial vehicle market, with established players having greater resources [124]. - The company relies on strategic partnerships to enhance technology and drive market acceptance, but these collaborations are subject to risks [125]. - The company may pursue future acquisitions, which could divert resources and impact operations [139]. Data Privacy and Cybersecurity - The company is subject to various U.S. and foreign laws regarding data privacy, which could adversely affect its financial condition and operating results [182]. - The GDPR imposes strict obligations on the company, including potential fines of up to 4% of global annual revenue or €20 million for violations [184]. - The company faces risks from significant data breaches and regulatory scrutiny, which could negatively impact its reputation and financial results [188]. - Cyber-attacks and security incidents could lead to data breaches and significant liability, adversely affecting the company's reputation and financial condition [176]. Corporate Structure and Governance - The company has 62 full-time employees, primarily based in Silicon Valley, California [103]. - The corporate headquarters is located in Mountain View, California, covering approximately 39,600 square feet, which is deemed adequate for current needs [214]. - As of December 31, 2025, the company had 55 shareholders of record [219]. - The company is classified as an "emerging growth company" and has elected to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its common stock to investors [198].