IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on October 9, 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 $7,075,000 was generated from the private sale of 7,075,000 Private Placement Warrants at a purchase price of $1.00 per warrant[23]. - The total amount placed in the Trust Account, including IPO and Private Placement proceeds, is $231,150,000[24]. - The company incurred total fees of $15.62 million related to the IPO, which included a cash underwriting fee of $4 million and a deferred fee of $10.95 million[162]. - The Underwriters were paid a cash underwriting discount of $4,000,000, which is 2.0% of the gross proceeds from the Initial Public Offering[173]. Business Combination Timeline and Requirements - The company must complete its initial Business Combination by October 9, 2026, or face termination and distribution of Trust Account amounts[25]. - The company has until October 9, 2026, to complete its initial Business Combination, with a potential extension subject to shareholder approval[42]. - The company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[44]. - The company may not complete the initial Business Combination if the cash consideration required exceeds the available cash[84]. - The company may continue to seek a Business Combination with a different target until the end of the Combination Period[91]. Acquisition Strategy and Criteria - The company aims to identify and acquire a technology business in financial services, real estate, or asset management sectors, leveraging the team's industry expertise[29]. - The acquisition criteria include the ability to sustain and grow free cash flow, proven management, and defensible competitive advantages driven by technology[33][35]. - The company is currently in the process of identifying potential acquisition targets through a disciplined review of promising leads[30]. - Target business candidates are sourced from various unaffiliated sources, including investment bankers and private investment funds[50]. - The acquisition process involves due diligence, including meetings with management, document reviews, and financial assessments of target businesses[38]. Financial Position and Risks - As of December 31, 2025, the funds available for a Business Combination amount to $243,358,236, before payment of the Deferred Fee[56]. - The company has a working capital deficit of $909,063 as of December 31, 2025[163]. - The company has not generated any operating revenues to date and has only incurred expenses related to organizational activities and the IPO[161]. - Management has determined that the company currently lacks the liquidity to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern[170]. - The company may incur losses if the initial Business Combination is not completed, affecting the funds available for future transactions[39]. Shareholder Rights and Redemption - Public Shareholders can redeem their shares irrespective of their voting decision on the proposed transaction[78]. - The company will provide Public Shareholders with the opportunity to redeem their shares either through a general meeting or a tender offer upon completion of the initial Business Combination[75]. - A Public Shareholder is restricted from seeking redemption rights for more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[85]. - The redemption price upon dissolution is approximately $10.58 per share as of December 31, 2025[96]. - 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[90]. Management and Governance - The Management Team has extensive experience in technology and financial services, led by CEO Jay McEntee and CFO Jurgen van de Vyver[27]. - The management team of the target business may not possess the necessary skills or experience to manage a public company, which could impact future performance[59]. - The company has no full-time employees prior to the completion of its initial Business Combination, relying on two officers for management[105]. - The board of directors includes individuals with diverse backgrounds in finance, technology, and strategic advisory roles, enhancing the company's governance[199]. - The Audit Committee is composed of three independent members: Ms. Eisenhart, Mr. Pierce, and Mr. Shanahan[209]. Market and Competitive Environment - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[104]. - Increased competition among SPACs for attractive targets may raise costs and hinder the ability to find suitable Business Combination opportunities[115]. - The company may face challenges in acquiring target businesses that cannot provide financial statements in accordance with federal proxy rules[107]. - The ongoing conflicts and resulting sanctions could lead to market disruptions, including volatility in commodity prices and interruptions in supply chains, adversely affecting the company's operations[131]. - The company may be deemed a passive foreign investment company, which could result in adverse U.S. federal income tax consequences for U.S. shareholders[129]. Compliance and Regulatory Considerations - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[110]. - The company may face substantial compliance obligations under the Sarbanes-Oxley Act, increasing costs and complexity in completing the initial Business Combination[121]. - The company has adopted a Code of Ethics, with amendments disclosed on its website[218]. - An Insider Trading Policy was adopted on October 7, 2024, to promote compliance with insider trading laws[220]. - The company is considered a "controlled company" under Nasdaq standards, which may allow it to opt out of certain corporate governance requirements[114].

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 For the transition period from_________ to ___________ Commission file number: 001-42306 Launch Two Acquisition Corp. (Exact name of registrant as specified in its charter) | Cayman Islands | 98 ...

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on May 19, 2025, raising gross proceeds of $300,150,000 from the sale of 30,015,000 Units at $10.00 per Unit[22]. - An additional $7,220,000 was generated from the sale of 7,220,000 Private Placement Warrants at $1.00 each, bringing total gross proceeds to $307,370,000[23]. - The total amount of $300,150,000 from the IPO and Private Placement was placed in a Trust Account maintained by Continental[24]. - The company incurred transaction costs of $20,196,742 related to the IPO, which included a cash underwriting fee of $5,220,000 and a Deferred Fee of $14,289,750[161]. - The Underwriters exercised the Over-Allotment Option to purchase an additional 3,000,000 Option Units at a price of $10.00 per unit[171]. - The Underwriters are entitled to a cash underwriting discount of $4,000,000, which is 2.0% of the gross proceeds from the IPO[172]. - As of December 31, 2025, the Trust Account held approximately $307,783,710, including $7,633,710 of interest income, which is primarily invested in money market funds and Treasury securities[163]. - The company generated a net income of $6,877,026 for the period from January 13, 2025, through December 31, 2025, primarily from interest earned on cash and marketable securities held in the Trust Account[160]. Business Combination Strategy - The company is focused on pursuing Business Combinations primarily in the fintech sector, particularly those enabling digital assets through blockchain integration[21]. - The company aims to complete its initial Business Combination using cash from its Initial Public Offering and Private Placement, along with other financing methods[39]. - The company anticipates structuring its initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[43]. - The company is open to pursuing Business Combinations outside of the fintech and digital asset sectors, although its expertise may not directly apply[27]. - The evaluation process for potential targets includes due diligence reviews, meetings with management, and financial assessments to ensure alignment with acquisition criteria[36]. - The company is focusing its search for target businesses on infrastructure companies in the financial technology sector that enable digital assets[153]. - The company is actively seeking business combination targets in healthcare, technology, and blockchain sectors through its SPAC initiatives[193][199]. Management and Team Experience - The Management Team, led by CEO Julian M. Sevillano and CFO Jurgen van de Vyver, has extensive experience in fintech and digital assets, which is crucial for identifying potential acquisition targets[25]. - Julian M. Sevillano has extensive experience in digital assets, having served as CEO and Chairman since inception, and previously held leadership roles at Visa and IBM Promontory[192]. - Jurgen van de Vyver, the CFO, has been with the company since inception and has overseen multiple SPACs, including Launch One Acquisition Corp. and Launch Two Acquisition Corp., both raising $230 million in their IPOs[193]. - The leadership team has a strong background in fintech, digital assets, and venture capital, positioning the company for strategic growth and market expansion[192][198]. - Advisors assist in sourcing and negotiating business combination targets but have no fiduciary obligations to the company[203]. Shareholder and Redemption Rights - The company must complete its initial Business Combination by May 19, 2027, or face termination and distribution of Trust Account funds[25]. - If the initial Business Combination is not completed within the Combination Period, the company will redeem 100% of the Public Shares at approximately $10.25 per share, based on the Trust Account balance as of December 31, 2025[41]. - The redemption price for Public Shareholders upon completion of the initial Business Combination is set at $10.25 per Public Share, calculated based on the aggregate amount in the Trust Account[72]. - The company requires Public Shareholders to redeem their Public Shares at a price no higher than the price offered through the redemption process[75]. - A quorum for the shareholder meeting requires at least one-third of the 30,150,000 Public Shares to be represented, which is 11,255,626 shares or 37.33%[78]. - The company has a limitation that a Public Shareholder can only seek redemption rights for a maximum of 15% of the Public Shares sold in the Initial Public Offering without prior consent[85]. - The company intends to require Public Shareholders to submit a written request for redemption two business days prior to the scheduled vote on the initial Business Combination[83]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[90]. Risks and Challenges - The company may face increased competition for attractive Business Combination targets, which could raise costs and hinder its ability to find suitable opportunities[116]. - The lack of business diversification may pose risks to the company's success, as it may depend entirely on the performance of a single business post-Business Combination[58]. - There is substantial doubt about the company's ability to continue as a "going concern," which could impact its financial stability post-Business Combination[120]. - The company may face challenges in maintaining control of a target business after the initial Business Combination, which could impact operational profitability[123]. - Geopolitical conditions, including the Russia-Ukraine conflict and tensions in the Middle East, could materially affect the company's ability to find a target business[129]. - Ongoing conflicts and sanctions may lead to market disruptions, affecting commodity prices and overall economic stability, which could impact the company's operations[130]. - The company may need to liquidate investments in the Trust Account to avoid being deemed an investment company, which could result in lower interest earnings for Public Shareholders[125]. Corporate Governance and Compliance - The Board of Directors consists of five members, with terms of three years for each class of directors[206]. - The Audit Committee is composed of independent members, ensuring compliance with Nasdaq and SEC rules[208]. - The Compensation Committee oversees executive compensation and compliance with legal and regulatory requirements[211]. - The company has adopted a Code of Ethics, with amendments disclosed on its website[217]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions under the JOBS Act[111]. - The company is considered a "controlled company" under Nasdaq rules, which may exempt it from certain corporate governance requirements[115]. Financial Position and Future Outlook - The company has no operating history or revenues, which limits shareholders' ability to evaluate its business objectives, specifically the completion of an initial Business Combination[116]. - The company has not generated any operating revenues to date and expects to incur increased expenses as a result of being a public company[159]. - The company has no long-term debt or capital lease obligations, indicating a strong balance sheet position[170]. - Management has determined that the company currently lacks the liquidity to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern[169]. - The company has access to approximately $100,000 to cover costs and expenses related to its liquidation, which may not be sufficient if claims exceed this amount[101]. - The company has not secured third-party financing and cannot assure that it will be available for the initial Business Combination[56].

IPO and Financing - The company completed its Initial Public Offering (IPO) on May 19, 2025, raising gross proceeds of $300,150,000 from the sale of 30,015,000 Units at a price of $10.00 per Unit[22]. - An additional $7,220,000 was generated from the sale of 7,220,000 Private Placement Warrants at a purchase price of $1.00 per warrant[23]. - A total of $300,150,000, including $292,930,000 from the IPO and $7,220,000 from the Private Placement, was placed in a Trust Account[24]. - The company has not secured third-party financing and there is no assurance it will be available[56]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds the amount available from the Trust Account[57]. - The company may issue additional securities or incur debt if additional financing is required for the initial Business Combination[57]. - The company has access to approximately $553,972 from the Initial Public Offering proceeds to cover potential claims, with liquidation costs estimated at no more than $100,000[101]. - The company has incurred transaction costs of $20,196,742 related to the IPO, which included a cash underwriting fee of $5,220,000 and a Deferred Fee of $14,289,750[161]. Business Combination Requirements - The company must complete its initial Business Combination by May 19, 2027, or face termination and distribution of Trust Account funds[25]. - The company is subject to Nasdaq rules requiring SPACs to complete their initial Business Combination within 36 months to avoid delisting[26]. - The Nasdaq Rules require that the company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[42]. - The company aims to complete its initial Business Combination using cash from its Initial Public Offering and other financing methods, potentially involving financially unstable or early-stage businesses[39]. - Public Shareholders will have the opportunity to redeem their shares upon the completion of the initial Business Combination, either through a general meeting or a tender offer[40]. - If the initial Business Combination is not completed within the Combination Period, the company will redeem 100% of the Public Shares at an estimated price of approximately $10.25 per share as of December 31, 2025[41]. - The company intends to target businesses with enterprise values greater than the net proceeds of its Initial Public Offering and Private Placement[57]. Management and Team Experience - The management team has extensive experience in the fintech and digital asset sectors, which will aid in identifying and acquiring a suitable business[27]. - The management team and advisors have participated in multiple SPAC transactions, with varying levels of success and redemption rates[31][32]. - Julian M. Sevillano has extensive experience in digital assets, having served as CEO and Chairman since inception, and previously held leadership roles at Visa and IBM, focusing on risk and compliance in financial services[192]. - Jurgen van de Vyver, the CFO, has been involved in raising $230 million for multiple blank check companies, including Launch One Acquisition Corp. and Launch Two Acquisition Corp., focusing on healthcare and technology sectors[193]. - The leadership team has a strong background in fintech, digital assets, and venture capital, positioning the company for strategic growth and market expansion[192][198]. Risks and Challenges - The company may face increased competition for attractive Business Combination targets as the number of SPACs rises, which could lead to higher costs or an inability to find suitable targets[116]. - The lack of diversification may pose risks as the company's success may depend entirely on the performance of a single business post-Business Combination[58]. - There is substantial doubt about the company's ability to continue as a "going concern," which could impact its financial stability[120]. - The share price of the post-Business Combination company may be lower than the Redemption Price of Public Shares, affecting shareholder value[120]. - The company may encounter complex tax obligations as a result of the Business Combination, which could be burdensome for shareholders[123]. - Geopolitical conditions, such as the Russia-Ukraine conflict and tensions in the Middle East, could adversely affect the company's ability to find a target business for the initial Business Combination[129]. - Ongoing global conflicts and sanctions may lead to market disruptions, affecting the company's search for a suitable Business Combination[132]. Shareholder Rights and Redemption - Shareholders may not have the ability to approve the initial Business Combination, as redemptions can occur without a shareholder vote under certain conditions[62]. - The company requires Public Shareholders to redeem their Public Shares at a price no higher than the price offered through the redemption process[75]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[85]. - The redemption process will remain open for at least 20 business days following the public announcement of the initial Business Combination[81]. - If the initial Business Combination is not approved, any Public Shares delivered for redemption will be returned to the shareholders[90]. Financial Performance - The company generated a net income of $6,877,026 for the period from January 13, 2025, through December 31, 2025, primarily from interest earned on cash and marketable securities held in the Trust Account[160]. - As of December 31, 2025, the company had approximately $307,783,710 in cash and marketable securities in the Trust Account, including about $7,633,710 of interest income[163]. - The company has not generated any operating revenues to date and expects to incur increased expenses as a result of being a public company[159]. - The company has no long-term debt or capital lease obligations, indicating a low leverage position[170]. Governance and Compliance - The Board of Directors consists of five members, with a three-year term for each class of directors[206]. - The Audit Committee is composed of independent members, ensuring compliance with Nasdaq and SEC rules[208]. - The Compensation Committee is responsible for overseeing executive compensation and ensuring compliance with legal and regulatory requirements[211]. - The company has adopted a Code of Ethics, which will be disclosed if any amendments are made[217]. - There are no material legal proceedings involving any director or executive officer in the last ten years[205].

Company Overview - The company was incorporated on October 18, 2024, as a blank check company and has not generated any revenues to date [349]. Initial Public Offering - A total of 17,499,550 units were sold in the Initial Public Offering at an offering price of $10.00 per unit, raising $174,995,500 [351]. - The company incurred $3,195,665 in transaction costs related to the Initial Public Offering, including a cash underwriting fee of $750,000 [359]. - The fair value of the warrants and rights issued in the Initial Public Offering were identified as critical accounting estimates [372]. Financial Position - As of December 31, 2025, the company had approximately $551,127 in cash and an accumulated deficit of $520,068 [355]. - As of December 31, 2025, cash held in the trust account amounted to $178,380,953, intended for the initial business combination [362]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025 [368][369]. Income and Expenses - For the year ended December 31, 2025, the company reported a net income of $2,882,536, primarily from interest income of $3,385,453 [357]. - The company plans to use funds held outside the trust account for identifying and evaluating target businesses and related expenses [363]. - An Administrative Services Agreement with the sponsor requires the company to pay $15,000 per month for office space and administrative services [371].

Company Overview - The company was incorporated on October 18, 2024, as a blank check company and has not generated any revenues to date [349]. Initial Public Offering - A total of 17,499,550 units were sold in the Initial Public Offering at an offering price of $10.00 per unit, raising $174,995,500 [351]. - The company incurred transaction costs of $3,195,665 related to the Initial Public Offering, including a cash underwriting fee of $750,000 [359]. Financial Position - As of December 31, 2025, the company had approximately $551,127 in cash and an accumulated deficit of $520,068 [355]. - As of December 31, 2025, cash held in the trust account amounted to $178,380,953, intended for the initial business combination [362]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025 [368][369]. Income and Expenses - For the year ended December 31, 2025, the company reported net income of $2,882,536, primarily from interest income of $3,385,453 [357]. - An Administrative Services Agreement with the sponsor requires the company to pay $15,000 per month for office space and administrative services [371]. - The company expects to incur significant costs in pursuing acquisition and financing plans, with potential needs for additional financing [366]. Use of Funds - The company plans to use funds held outside the trust account for identifying and evaluating target businesses and related expenses [363].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on December 18, 2025, raising gross proceeds of $414 million from the sale of 41,400,000 Public Units at $10.00 per unit[21]. - An additional $5 million was generated from the private sale of 500,000 Private Placement Units at the same price of $10.00 per unit[22]. - A total of $414 million, including $411 million from the IPO and $3 million from the Private Placement, has been placed in a Trust Account[23]. - The company incurred total fees of $19,618,232 related to the IPO, including a cash underwriting fee of $3,000,000 and a Deferred Fee of $15,990,000[188]. - The Underwriter was paid a cash underwriting discount of $3,000,000 and is entitled to a Deferred Fee of $15,990,000 upon the completion of the initial Business Combination[200]. - The Underwriter fully exercised its Over-Allotment Option for an additional 5,400,000 Option Units[199]. Business Combination Requirements - The company must complete its initial Business Combination by December 18, 2027, or face termination and distribution of Trust Account funds[24]. - The company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[51]. - The company anticipates structuring its initial Business Combination to acquire 100% of the equity interests or assets of the target business[54]. - The company has not selected any Business Combination target and has not engaged any agents to identify potential acquisition candidates[61]. - The company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[67]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for the applicable pro rata share of the Trust Account[101]. - The company may not complete its initial Business Combination within the Combination Period, which could result in liquidation and redemption of Public Shares[134]. Management and Target Selection - The Management Team aims to identify high-quality target companies with strong growth prospects and operational improvement opportunities[27]. - The company seeks to leverage its Management Team's extensive network and experience to source and evaluate potential Business Combination targets[34]. - The investment criteria include targeting businesses with stable free cash flow and potential for growth through acquisitions[38]. - The due diligence process for evaluating target businesses includes meetings with management, document reviews, and financial information analysis[40]. - The Management Team's financial interests may create potential conflicts in selecting acquisition targets[42]. - The company intends to focus its search for an initial Business Combination in a single industry, which may limit diversification and increase risk[72]. Shareholder and Redemption Policies - 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[87]. - If redemptions are conducted via tender offer, the offer will remain open for at least 20 business days, and the company will not complete the initial Business Combination until the expiration of this period[93]. - Public Shareholders will be restricted from redeeming more than 15% of the Public Shares without prior consent if the company seeks shareholder approval for the initial Business Combination[95]. - The company does not currently intend to seek shareholder approval to extend the time for completing its initial Business Combination beyond 36 months from the IPO closing[52]. - If the company seeks shareholder approval for the initial Business Combination, it will require at least 13,550,001 (32.7%) of the 41,400,000 Public Shares sold in the Initial Public Offering to be voted in favor for approval[91]. Financial Position and Risks - The company reported a net income of $382,098 for the period from June 4, 2025, to December 31, 2025, primarily from interest income on cash held in the Trust Account[187]. - As of December 31, 2025, the company had $736,204 in cash in its operating account and a working capital of $932,087[189]. - The Trust Account held marketable securities valued at $414,549,783, including approximately $549,783 of interest income[190]. - The company has not generated any operating revenues to date and expects to incur significant costs related to being a public company[186]. - The company has sufficient funds for its working capital needs until at least one year from the date of the financial statements[196]. - The company does not expect to need additional funds to meet operating expenditures but may require financing for a Business Combination[197]. Regulatory and Compliance Issues - The company is subject to SEC reporting obligations, including filing annual, quarterly, and current reports[124]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[128]. - The company may remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or a market value of Class A Ordinary Shares held by non-affiliates equals or exceeds $700 million[131]. - The company may face regulatory review and approval requirements for its initial Business Combination, which could delay or prevent completion[141]. - The company is subject to changing laws and regulations that could increase costs and the risk of non-compliance[143]. Conflicts of Interest - The company is not prohibited from pursuing Business Combinations with affiliates of its Sponsor, provided an independent valuation opinion is obtained[41]. - M. Klein and Company, an affiliate of the company's Sponsor, may present conflicts of interest as it has a fiduciary duty to its clients[115]. - Acquisition opportunities may be precluded if clients of M. Klein and Company pursue similar opportunities in the same industries[116]. - The company may engage affiliates to provide additional services, which could create potential conflicts of interest[119]. - The company may engage in Business Combinations with targets that have relationships with its Sponsor or management, raising potential conflicts of interest[138]. Market and Geopolitical Risks - The company may face intense competition from other entities with similar business objectives, which could limit its ability to acquire larger target businesses[114]. - The company may face challenges in completing its initial Business Combination due to potential market disruptions from geopolitical tensions[155]. - Geopolitical conditions, including the Russia-Ukraine conflict and tensions in the Middle East, could adversely impact the search for an initial Business Combination[148]. - Military conflicts may lead to increased volatility in publicly traded securities, complicating the identification of suitable Business Combination targets[156]. - The ability to raise equity or debt financing may be impacted by increased market volatility and decreased availability of third-party financing[155]. Operational and Cybersecurity Risks - Cyber incidents or attacks could lead to information theft and operational disruptions, affecting the company's ability to complete its initial Business Combination[136]. - Cybersecurity risks exist, as the company relies on third-party technologies, which may expose it to potential financial losses[158]. - The company pays $30,000 per month for office space and administrative support, which is deemed adequate for current operations[159]. - There is no material litigation currently pending against the company or its officers[160]. Miscellaneous - The company has no operating history and no revenues, limiting shareholders' ability to evaluate its business objectives[134]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial Business Combination[165]. - The company has identified critical accounting estimates, primarily related to the fair value of Public Warrants, as of December 31, 2025[205].

Financial Performance - The company reported a net loss of $55,482 for the period from July 22, 2025, to December 31, 2025, primarily due to general and administrative costs[74]. - As of December 31, 2025, the company had a working capital deficit of $150,896 and no cash available[76]. - The company does not expect to generate operating revenues until after completing its initial business combination[73]. Initial Public Offering - On February 13, 2026, the company completed its Initial Public Offering of 13,000,000 Units, generating gross proceeds of $130,000,000[77]. - The company also sold 292,500 Private Units to the Sponsor at a price of $10.00 per unit, generating total proceeds of $2,925,000[77]. - The company incurred a cash underwriting discount of 0.75% of the gross proceeds from the Initial Public Offering, totaling $975,000[85]. Use of Funds - The company intends to use substantially all funds in the Trust Account to complete its business combination, with remaining proceeds allocated for working capital[79]. - The company has invested the net proceeds from the Initial Public Offering in U.S. government treasury obligations or money market funds, minimizing exposure to interest rate risk[90]. Financing Needs - The company may need additional financing to complete its business combination or due to significant redemptions of Public Shares[82]. - The company has no off-balance sheet financing arrangements or long-term liabilities as of December 31, 2025[83].

Financial Performance - Revenue for Q4 2025 was $104.0 million, a decrease of $163.3 million, or 61.1%, compared to Q4 2024 revenue of $267.3 million[6] - Gross loss for Q4 2025 was $193.4 million, compared to a gross profit of $7.7 million in Q4 2024, resulting in a gross margin decrease from 2.9% to (186.0)%[13] - Net loss attributable to stockholders for Q4 2025 was $216.4 million, or $(4.00) per share, compared to a net loss of $4.2 million, or $(0.09) per share in Q4 2024[6] - Full year 2025 revenue was $772.2 million, a decrease of $208.0 million, or 21.2%, compared to $980.2 million in 2024[17] - Full year 2025 gross loss was $155.3 million, compared to a gross loss of $63.0 million in 2024, with gross margin decreasing from (6.4)% to (20.1)%[18] - Total revenue for the three months ended December 31, 2025, was $103,957, a decrease of 61.0% compared to $267,250 for the same period in 2024[21] - The net loss attributable to Southland Stockholders for the year ended December 31, 2025, was $(306,540), compared to a net loss of $(105,365) for 2024[23] Backlog and Project Commitments - The company has a backlog of $2.03 billion, indicating ongoing project commitments[6] - The backlog as of December 31, 2025, was $2,031,080, down from $2,572,912 at the end of 2024, after accounting for new contracts and revenue recognized[24] Funding and Financial Flexibility - A $135.8 million unfavorable adjustment was recorded due to an adverse ruling related to the Washington State Convention Center project, impacting both revenue and costs[7] - The company secured approximately $116 million in funding from sureties to support ongoing projects, enhancing financial flexibility[9] Expenses and Liabilities - Selling, general, and administrative expenses for Q4 2025 were $17.0 million, an increase of $1.3 million, or 8.2%, compared to Q4 2024[14] - Current liabilities increased to $654,985 as of December 31, 2025, compared to $621,142 as of December 31, 2024[27] - The company reported a significant increase in accounts payable, which rose to $224,915 as of December 31, 2025, from $191,670 as of December 31, 2024[27] Cash Flow and Assets - Cash and cash equivalents decreased to $52,713 as of December 31, 2025, from $72,185 as of December 31, 2024[27] - Net cash provided by operating activities for the year ended December 31, 2025, was $16,581, compared to $1,927 for the same period in 2024[30] - Total assets decreased to $989,280 as of December 31, 2025, from $1,203,649 as of December 31, 2024[27] Interest and Tax Payments - Southland reported cash paid for income taxes of $1.163 billion, an increase from $1.561 million in the previous period[31] - Cash paid for interest was $35.281 million, compared to $28.047 million previously, indicating a rise in interest expenses[31] Company Overview and Future Outlook - The company is a leading provider of specialized infrastructure construction services, with a history dating back to 1900[33] - Southland emphasizes the importance of non-GAAP financial measures for understanding financial trends, including EBITDA and backlog[35] - Forward-looking statements indicate that actual results may differ materially from projections due to inherent uncertainties and risks[37] - Southland's conference call is scheduled for March 27, 2026, at 10:00 a.m. Eastern Time[32]

Financial Performance - Revenue for Q4 2025 was $104.0 million, a decrease of $163.3 million, or 61.1%, compared to Q4 2024 revenue of $267.3 million[6] - Gross loss for Q4 2025 was $193.4 million, compared to a gross profit of $7.7 million in Q4 2024, resulting in a gross margin decrease from 2.9% to (186.0)%[13] - Net loss attributable to stockholders for Q4 2025 was $216.4 million, or $(4.00) per share, compared to a net loss of $4.2 million, or $(0.09) per share in Q4 2024[6] - Full year 2025 revenue was $772.2 million, a decrease of $208.0 million, or 21.2%, compared to $980.2 million in 2024[17] - Full year 2025 gross loss was $155.3 million, compared to a gross loss of $63.0 million in 2024, with a gross margin decrease from (6.4)% to (20.1)%[18] - The company reported an EBITDA of $(202.2) million for Q4 2025, compared to $(2.7) million for Q4 2024[6] - The net loss attributable to Southland Stockholders for the year ended December 31, 2025, was $(306,540), compared to a net loss of $(105,365) for 2024[23] Backlog and Funding - The company reported an EBITDA of $(202.2) million for Q4 2025, compared to $(2.7) million for Q4 2024[6] - The company has a backlog of $2.03 billion, indicating ongoing project commitments[6] - The company secured approximately $116 million in funding from sureties to support ongoing bonded construction projects[9] - Recent project awards totaled $118 million, including a $48 million contract for critical utility infrastructure at a Southwest data center[9] - The backlog as of December 31, 2025, was $2,031,080, down from $2,572,912 at the end of 2024, after accounting for new contracts and revenue recognized[24] Assets and Liabilities - Total assets decreased to $989,280 as of December 31, 2025, from $1,203,649 as of December 31, 2024[27] - Current liabilities increased to $654,985 as of December 31, 2025, compared to $621,142 as of December 31, 2024[27] - Cash and cash equivalents decreased to $52,713 as of December 31, 2025, from $72,185 as of December 31, 2024[27] - The total stockholders' equity (deficit) as of December 31, 2025, was $(140,934), a decline from $163,658 as of December 31, 2024[27] Cash Flow and Expenses - The company reported net cash provided by operating activities of $16,581 for the year ended December 31, 2025, compared to $1,927 for the previous year[30] - Southland reported cash paid for income taxes of $1.163 billion, an increase from $1.561 million in the previous period[31] - Cash paid for interest was $35.281 million, compared to $28.047 million previously, indicating a rise in interest expenses[31] - Assets obtained in exchange for new leases amounted to $12.088 million, down from $18.718 million[31] - The company reported assets obtained in exchange for notes payable of $6.723 million, a decrease from $27.365 million[31] Strategic Plans and Future Outlook - The strategic plan includes a comprehensive restructuring of the senior credit facility, reducing debt service requirements by approximately $27 million over the next twelve months[9] - Southland's non-GAAP financial measures, including EBITDA, provide insights into financial trends and are not directly comparable to GAAP measures[35] - The company emphasizes that forward-looking statements are subject to uncertainties and risks that could materially affect actual results[37] - The company has no obligation to update forward-looking statements unless new information or developments arise[38] Company Background - The company has a long history dating back to 1900 and is a leading provider of specialized infrastructure construction services in North America[33] - Southland's financial results and trends are influenced by various economic conditions and future plans[37] Conference Call - Southland's conference call is scheduled for March 27, 2026, at 10:00 a.m. Eastern Time, with a replay available on its website[32]