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+Windstream Parent, Inc._December 31, 2024 
+false FY true 0002020795 100 100 0002020795 2024-04-19 0002020795 2024-12-31 0002020795 2024-04-19 2024-12-31 iso4217:USD iso4217:USD xbrli:shares xbrli:shares 
+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 , 2024 
+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 
+Windstream Parent, Inc. 
+(Exact name of registrant as specified in its charter) 
+​ 
+​ 
+​ 
+​ 
+​ 
+​ 
+Delaware 
+State or other jurisdiction of 
+incorporation or organization 
+99-2892631 
+(I.R.S. Employer Identification No.) 
+​ 
+​ 
+4005 Rodney Parham Road 
+Little Rock , AR 
+(Address of principal executive o ffi ces) 
+72212 
+(Zip Code) 
+​ 
+Registrant’s telephone number, including area code: ( 501 ) 748-7000 
+Securities registered pursuant to Section 12(b) of the Act: None 
+Securities registered pursuant to section 12(g) of the Act: None 
+​ 
+Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No 
+Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No 
+Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No 
+Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
+​ 
+​ 
+​ 
+Large accelerated filer ☐ 
+Accelerated filer ☐ 
+Non-accelerated filer ☒ 
+Smaller reporting company ☐ 
+​ 
+Emerging growth company ☐ 
+​ 
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
+Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the e ff ectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ 
+If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ 
+Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☒ Yes ☐ No 
+There are no publicly traded shares of common stock of Windstream Parent, Inc. 
+DOCUMENTS INCORPORATED BY REFERENCE 
+Windstream Parent, Inc.’s prospectus filed pursuant to Rule 424(b)(3), as filed with the Securities and Exchange Commission on February 12, 2025. 
+​ 
+​ 
+​ 
+Table of Contents 
+Cautionary Note Regarding Forward-Looking Statements 
+Statements included in or incorporated by reference into this Annual Report on Form 10-K that are not historical facts constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the rules, regulations and releases of the SEC. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Forward-looking statements are based on the current beliefs and expectations of the managements of Uniti and Windstream and are subject to significant risks and uncertainties outside of their control. Words such as “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Windstream Parent, Inc.’s prospectus filed pursuant to Rule 424(b)(3) relating to the Merger (as defined therein), as filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2025 (the “Windstream Prospectus”). 
+By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on future circumstances that may or may not occur. Actual results may differ materially from the current beliefs and expectations of the management of Uniti and Windstream depending on a number of factors affecting their businesses and risks associated with the successful execution of the Merger and the integration and performance of New Uniti following the Merger. In evaluating these forward-looking statements, you should carefully consider the risks described in other reports that New Uniti and Uniti file with the SEC. Factors which could have a material adverse effect on operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to: the Exchange Ratio being based on pre-determined ownership percentages meaning that it will not be adjusted if there is a decrease in Windstream’s value prior to the Merger, and therefore Uniti stockholders cannot be sure of the value of the consideration they will receive in the Merger, if completed; the Exchange Ratio being dependent upon the amount of then outstanding Uniti Common Stock and Windstream units at the Closing, which means that the Exchange Ratio will not be determined until immediately prior to the Closing; the Merger being subject to conditions, including conditions that may not be satisfied or waived on a timely basis or at all, and which if delayed or not satisfied may prevent, delay or jeopardize the Closing, result in additional expenditures of money and resources and/or reduce the anticipated benefits of the Merger; the termination of the Merger Agreement, which could negatively impact Uniti and Windstream and, in certain circumstances, could require Uniti to pay certain termination fees or expense reimbursement to Windstream; the uncertainty that Uniti will be able to obtain sufficient cash to pay the Closing Cash Payment for the Merger in a timely manner or at all; stockholder litigation, which could prevent or delay the Closing or otherwise negatively impact each of Uniti’s and Windstream’s businesses and operations; the significant transaction costs that Uniti and Windstream will incur in connection with the Merger; the possibility that the Merger may distract Uniti’s and Windstream’s respective management teams from their other responsibilities and the Merger Agreement may limit each of Uniti’s ability and Windstream’s ability to pursue new opportunities; the possibility that the Merger, including uncertainty regarding the Merger, may cause third parties to delay or defer decisions concerning Uniti and Windstream and could adversely affect Uniti’s and Windstream’s ability to effectively manage their respective businesses; business uncertainties while the Merger is pending, which may negatively impact Uniti’s ability and Windstream’s ability to attract and retain personnel; the unaudited pro forma condensed combined financial information in the Windstream Prospectus which are presented for illustrative purposes only and may not be reflective of New Uniti’s operating results or financial condition following the Closing; our stock price, which may fluctuate significantly; insider control over New Uniti that could limit your ability to influence the outcome of key transactions, including a change of control; certain provisions of Delaware law and our certificate of incorporation and bylaws that may deter third parties from acquiring us; the fact that we do not anticipate paying any cash dividends in the foreseeable future; competition and overbuilding in consumer service areas and competition in business markets, which could reduce market share and adversely affect New Uniti’s results of operations and financial condition; risks related to pro forma consolidated indebtedness, which could materially and adversely affect New Uniti’s financial position, including reducing funds available for other business purposes and reducing our operational flexibility; the possibility that our reliance on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business, and further, cybersecurity incidents could have a material adverse effect on our business, our results of operations and financial condition; rapid changes in technology, which could affect our ability to compete; the possibility that continuous increases in broadband usage may cause network capacity limitations, resulting in service disruptions or reduced capacity for customers; risks related to New Uniti’s operations, which will require sufficient access to liquidity to fund cash needs; if funds are not available when needed, this could affect service to customers and growth opportunities and have a material adverse impact on the business and financial position; risks related to the potential of New Uniti being prohibited from participating in government programs, which could cause results of operations to be materially and adversely affected; risks related to New Uniti being subject to various forms of regulation from the FCC and state regulatory commissions, which limit pricing flexibility for regulated voice and high-speed Internet products, subject New Uniti to service quality, service reporting and other obligations and expose New Uniti to the reduction of revenue 
+2 
+Table of Contents 
+from changes to the USF, the inter-carrier compensation system, or access to interconnection with competitors’ facilities; risks related to the possible impact of tariffs, including trade tariffs, and trade disputes; risks related to New Uniti’s business being subject to other government regulations and changes in current or future laws, regulations, rules, federal executive orders or state or federal mandates could restrict its ability to operate in the manner currently contemplated; and additional factors discussed in the Windstream Prospectus and in Part I, Item 1A “Risk Factors” of Uniti’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as those described in Windstream’s and Uniti’s subsequent filings with the SEC. Forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Except as required by law, Uniti, Windstream and New Uniti expressly disclaim any obligation to update or revise any forward-looking statements to reflect any change in expectations or any change in events, conditions or circumstances on which any such statement is based. 
+​ 
+3 
+Table of Contents 
+PART I 
+Item 1. Business. 
+Windstream Parent, Inc. (“Parent”, the “Company,” “we,” “us” or “our”) is a “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with no material operations or assets, and was formed for the purpose of completing the merger (the “Merger”) of Windstream Holdings II, LLC (“Windstream”) and Uniti Group, Inc. (“Uniti”), pursuant to the Agreement and Plan of Merger, dated as of May 3, 2024, by and between Windstream and Uniti, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 17, 2024 (as it may be further amended and/or restated from time to time, the “Merger Agreement”). 
+The information required by Item 101 of Regulation S-K is included in the Windstream Prospectus, under the caption “Information about Windstream”, and is incorporated by reference herein. 
+Item 1A. Risk Factors. 
+The information required by Item 105 of Regulation S-K is included in the Windstream Prospectus, under the caption “Risk Factors”, and is incorporated by reference herein. 
+Item 1B. Unresolved Staff Comments. 
+None. 
+Item 1C. Cybersecurity. 
+For information about risks from cybersecurity threats, see the Windstream Prospectus, under the caption “Risk Factors—Risks Related to the Merger—Cybersecurity incidents could have a material adverse effect on New Uniti’s business, results of operations and financial condition.” 
+The information required by Item 106 of Regulation S-K is included throughout the Prospectus and is incorporated by reference herein. 
+Item 2. Properties. 
+Our principal executive office is located in Little Rock, Arkansas. 
+Item 3. Legal Proceedings. 
+The information required by Item 103 of Regulation S-K is included in the Prospectus, under the caption “Information about Windstream—Legal Proceedings”, and is incorporated by reference herein. 
+Item 4. Mine Safety Disclosures. 
+Not applicable. 
+​ 
+4 
+Table of Contents 
+PART II 
+Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 
+Parent’s common stock is not currently publicly traded either on a stock exchange or in the over-the-counter market and is not expected to be publicly traded until following the consummation of the Merger. As of March 24, 2025, there was one holder of Parent’s common stock. 
+Item 6. [Reserved] 
+Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 
+Overview 
+The Company was formed on April 19, 2024 for the purpose of completing the Merger, pursuant to the Merger Agreement. Following the Merger, the successor to Windstream (following an internal reorganization) and Uniti will be our wholly owned subsidiaries. 
+The Merger is subject to customary closing conditions, including, among others, approval by Uniti’s stockholders at a shareholder meeting scheduled to be held on April 2, 2025, and receipt of required regulatory approvals, including the receipt of approval from the Federal Communications Commission, and receipt of approvals from eighteen state public utility commissions, of which sixteen have been received. Windstream currently expects the Merger to close in mid-2025. 
+Results of Operations 
+The Company has not conducted or engaged in any activities or transactions to date other than those incident to the Company’s formation and the matters contemplated by the Merger. 
+Liquidity and Capital Resources 
+The Company has not conducted or engaged in any operating, investing or financing activities or transactions involving the receipt or disbursement of cash. The Company does not expect to have any cash requirements prior to consummation of the Merger. All merger-related operating expenses will be incurred and directly funded by Windstream, and accordingly, such expenses will not be recorded within the Company’s financial statements. 
+Contractual Obligations 
+The Company has no long-term debt, capital lease obligations, purchase obligations or other long-term liabilities. 
+Off-balance Sheet Arrangements 
+The Company has not entered into any off-balance sheet financing arrangements. Additionally, the Company has not entered into any arrangement requiring it to guarantee payment of third-party debt or to fund losses of an unconsolidated special purpose entity. 
+Critical Accounting Policies and Estimates 
+The Company applies those accounting policies that management believes best reflect the underlying business and economic events, consistent with accounting principles generally accepted in the United States. Our significant accounting policies are disclosed in Note 2 to our financial statements included elsewhere in this Annual Report on Form 10-K. Because we have not conducted or engaged in any activities or transactions to date other than those incident to the Company’s formation, there were no critical accounting estimates used in the preparation of the consolidated balance sheet as of December 31, 2024. 
+Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 
+Not applicable. 
+5 
+Table of Contents 
+Item 8. Financial Statements and Supplementary Data. 
+WINDSTREAM PARENT, INC. 
+INDEX TO FINANCIAL STATEMENTS 
+​ 
+​ 
+Page No. 
+​ 
+​ 
+​ 
+Audited Financial Statements: 
+​ 
+​ 
+Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 
+​ 
+7 
+Balance Sheet 
+​ 
+8 
+Notes to Balance Sheet 
+​ 
+9 
+​ 
+​ 
+​ 
+​ 
+6 
+Table of Contents 
+Report of Independent Registered Public Accounting Firm 
+To the Board of Directors and Shareholder of Windstream Parent, Inc. 
+Opinion on the Financial Statement – Balance Sheet 
+We have audited the accompanying balance sheet of Windstream Parent, Inc. (the “Company”) as of December 31, 2024, including the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. 
+Basis for Opinion 
+The financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
+We conducted our audit of this financial statement in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. 
+Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. 
+Critical Audit Matters 
+Critical audit matters are matters arising from the current period audit of the financial statement that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the financial statement and (ii) involved our especially challenging, subjective, or complex judgments. We determined there are no critical audit matters. 
+/s/ PricewaterhouseCoopers LLP 
+Little Rock, Arkansas 
+March 24, 2025 
+We have served as the Company’s auditor since 2024. 
+​ 
+7 
+Table of Contents 
+WINDSTREAM PARENT, INC. 
+BALANCE SHEET 
+December 31, 2024 
+​ 
+​ 
+​ 
+​ 
+Assets: 
+​ 
+Total Assets 
+​ 
+$ 
+— 
+​ 
+​ 
+​ 
+​ 
+Commitments and Contingencies (See Note 1) 
+​ 
+Shareholder Equity: 
+​ 
+Shares subscription receivable from New Windstream LLC 
+​ 
+( 1 ) 
+Common shares, $ .01 par value, 100 shares authorized, issued and outstanding 
+​ 
+1 
+Total Shareholder Equity 
+​ 
+$ 
+— 
+​ 
+See accompanying notes to the balance sheet. 
+​ 
+8 
+Table of Contents 
+1. Description of Business: 
+Windstream Parent, Inc. (the “Company”), a Delaware corporation, is an indirect wholly owned subsidiary of Windstream Holdings II, LLC (“Windstream”). Windstream is a privately held Delaware limited liability company with no publicly registered debt or equity securities. The Company was formed on April 19, 2024 for the purpose of completing the merger of Windstream and Uniti Group, Inc. (“Uniti”), pursuant to the Agreement and Plan of Merger, dated as of May 3, 2024, by and between Windstream and Uniti (the “Merger Agreement”). Prior to closing of the merger, Windstream will undergo an internal reorganization and will (a) merge with and into a newly formed Delaware limited liability company (“New Windstream LLC”), with New Windstream LLC as the surviving entity of such merger and (b) the Company becoming the ultimate parent company of New Windstream LLC (as successor to Windstream) and changing its name to New Uniti. Following the pre-closing Windstream reorganization, an entity formed as part of the pre-closing Windstream reorganization and an indirect wholly owned subsidiary of New Uniti identified as “Merger Sub” in the Merger Agreement will merge with and into Uniti (the “Merger”), with Uniti surviving the Merger as an indirect wholly owned subsidiary of New Uniti, such that both New Windstream Holdings II (as successor to Windstream) and Uniti will be indirect wholly owned subsidiaries of New Uniti. 
+2. Significant Accounting Policies: 
+Basis of Presentation 
+The balance sheet is presented in accordance with U.S. generally accepted accounting principles. Separate statements of income, comprehensive income, changes in shareholder’s equity, and cash flows have not been presented because the Company has not engaged in any activities except in connection with its formation. 
+The Company’s fiscal year end is December 31. 
+The balance sheet has been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. 
+3. Commitments and Contingencies: 
+As of December 31, 2024, the Company has no commitments and contingencies. 
+4. Shareholder’s Equity: 
+On April 19, 2024, the Company was authorized to issue 100 common shares with $ .01 par value. The common shares were issued to New Windstream LLC for $ 1 payable to the Company. As of December 31, 2024, 100 common shares are outstanding and the $ 1 receivable from New Windstream LLC has been accounted for as contra-equity on the balance sheet. 
+5. Subsequent Events: 
+The Company has evaluated subsequent events through the date the balance sheet was issued. The Company concluded that there were no subsequent events that require adjustment to the balance sheet or disclosure in the notes to the balance sheet. 
+​ 
+9 
+Table of Contents 
+Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 
+None. 
+Item 9A. Controls and Procedures. 
+Evaluation of Disclosure Controls and Procedures 
+We have established disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure. 
+Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024, and based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2024. 
+Internal Control Over Financial Reporting 
+This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. 
+Item 9B. Other Information. 
+N o n e . 
+Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 
+Not applicable. 
+​ 
+10 
+Table of Contents 
+PART III 
+Item 10. Directors, Executive Officers and Corporate Governance. 
+Set forth below are the names of the individuals currently serving on the Board of Directors of Parent, and key management. Their respective ages are as of March 24, 2025. In accordance with our bylaws, our directors are elected annually by our stockholders. Each executive officer serves at the pleasure of the Board of Directors. 
+The composition of the board of directors and of management of New Uniti (as defined in the Windstream Prospectus) is expected to be different following the consummation of the Merger. See the Windstream Prospectus for more information regarding the board of directors and management of New Uniti following the Merger. 
+​ 
+​ 
+​ 
+​ 
+​ 
+Name 
+Age 
+Position 
+Paul Sunu 
+​ 
+69 
+​ 
+President, Chief Executive Officer and Director 
+Drew Smith 
+​ 
+39 
+​ 
+Chief Financial Officer and Treasurer 
+Kristi Moody 
+​ 
+54 
+​ 
+Executive Vice President, General Counsel, Chief Compliance Officer and Director 
+​ 
+Paul Sunu is President, Chief Executive Officer and Director of Parent. He has more than 27 years of telecommunication industry experience, with a focus on rural telecommunications. Mr. Sunu previously served as Chief Executive Officer of FairPoint Communications, where he helped improve service quality and develop an 18,000-mile fiber network to serve over 300 health care facilities and 1,600 fiber-to-the-tower connections before the company’s merger with Consolidated Communications in 2017. Prior to FairPoint, he was the Chief Financial Officer of Hargray Communications and Hawaiian Telcom. Mr. Sunu was co-founder and Chief Financial Officer of Madison River Communications before its merger with CenturyLink (now Lumen). Mr. Sunu has served on numerous boards, including as Chairman and Vice Chairman of Electric Lightwave. He holds a Juris Doctor from the University of Illinois College of Law and a Bachelor of Arts in Public Administration and Accounting from the University of Illinois. Mr. Sunu has held several professional certifications and licenses during his career, including as a member of the Bar and as a certified public accountant, both in the State of Illinois. 
+Drew Smith is Chief Financial Officer and Treasurer for Parent. Mr. Smith is responsible for overseeing Windstream’s accounting, finance, capital planning, tax, procurement, audit, investor relations and treasury teams. Mr. Smith has held numerous leadership roles within Windstream since joining in 2008. He most recently served as executive vice president of financial planning and treasurer for Windstream where he oversaw financial forecasting and planning, treasury and capital market functions and debt management as well as business development for the company. Prior to this, Mr. Smith served as president of consumer and small and medium-sized business services. He also has held senior leadership roles in access management, carrier relations and service delivery. Mr. Smith holds a bachelor’s degree in business administration from the University of Central Arkansas. He is a Certified Public Accountant (inactive). 
+Kristi Moody is Executive Vice President, General Counsel, Chief Compliance Officer and Director for Parent. Ms. Moody oversees the company’s legal affairs, including strategic initiatives, contracts and contingencies, risk management, government affairs, regulatory and ethics compliance, and corporate governance matters. She is currently the executive sponsor of Windstream’s employee resource group, Women of Windstream. Ms. Moody joined Windstream in 2006 as senior litigation counsel. She was named vice president of law in 2012 and deputy general counsel in 2013 and served as Windstream’s corporate secretary until May 2023. Prior to joining Windstream, Ms. Moody was in private practice for 11 years at Wright, Lindsey & Jennings LLP. She has a juris doctorate from the William H. Bowen School of Law at the University of Arkansas at Little Rock and a Bachelor of Arts in political science from Louisiana Tech University. 
+Code of Ethics 
+We do not currently have a code of ethics. We believe this approach is appropriate in light of the Company’s current capital structure and level of operations, but we expect to continue to evaluate the appropriateness of adopting a code of ethics. 
+11 
+Table of Contents 
+Audit Committee 
+We do not have an audit committee or other committee that performs similar functions and, consequently, have not designated an “audit committee financial expert” as such term is defined in Regulation S-K. We believe this approach is appropriate in light of the Company’s current capital structure and level of operations, but we expect to continue to evaluate the appropriateness of forming a formal audit committee and designating an “audit committee financial expert”. 
+Insider Trading Policies and Procedures 
+We have not adopted insider trading policies and procedures. We believe this approach is appropriate in light of the Company’s current capital structure and level of operations, but we expect to continue to evaluate the appropriateness of adopting insider trading policies and procedures as we continue to develop. 
+Item 11. Executive Compensation. 
+The information required by Item 402 of Regulation S-K is included in the Prospectus, under the caption “Executive Compensation”, and is incorporated by reference herein. 
+Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 
+All of the issued and outstanding shares of Parent’s common stock are owned by New Windstream, LLC. None of our officers or directors beneficially own shares of Parent’s common stock. 
+Item 13. Certain Relationships and Related Transactions, and Director Independence. 
+None. 
+Item 14. Principal Accountant Fees and Services. 
+There were no audit fees incurred on behalf of the Company related to the audit of the Company’s balance sheet as of December 31, 2024. All audit-related operating expenses will be incurred and directly funded by Windstream, and accordingly, such expenses will not be recorded within the Company’s financial statements. 
+​ 
+12 
+Table of Contents 
+PART IV 
+Item 15. Exhibits and Financial Statement Schedules. 
+(a)(1) 
+Consolidated Financial Statements (see Item 8). 
+(a)(2) 
+Financial statement schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required. 
+(a)(3) 
+Exhibits. 
+​ 
+​ 
+​ 
+​ 
+Index to Exhibits 
+3.1 
+​ 
+Certificate of Incorporation of Parent (incorporated by reference to Exhibit 3.1 of Parent’s registration statement on Form S-4 (File No. 333-281068)) 
+3.2 
+​ 
+Bylaws of Parent (incorporated by reference to Exhibit 3.2 of Parent’s registration statement on Form S-4 (File No. 333-281068)) 
+*23.1 
+​ 
+Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm 
+*31.1 
+​ 
+Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
+*31.2 
+​ 
+Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
+**32.1 
+​ 
+Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
+**32.2 
+​ 
+Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
+101 
+​ 
+The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Shareholders’ Equity, (vi) Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule 
+104 
+​ 
+Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 
+* 
+Filed herewith 
+** 
+Furnished herewith 
+Item 16. Form 10-K Summary. 
+None. 
+​ 
+13 
+Table of Contents 
+SIGNATURES 
+Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 
+Date: March 24, 2025 
+​ 
+​ 
+​ 
+​ 
+​ 
+​ 
+WINDSTREAM PARENT, INC. 
+​ 
+​ 
+​ 
+​ 
+By: 
+/s/ Paul H. Sunu 
+​ 
+​ 
+Name: Paul H. Sunu 
+​ 
+​ 
+Title: President and Chief Executive Officer 
+​ 
+Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 
+​ 
+​ 
+​ 
+​ 
+​ 
+Name 
+Title 
+Date 
+/s/ Paul H. Sunu 
+​ 
+President, Chief Executive Officer and Director 
+​ 
+March 24, 2025 
+Paul H. Sunu 
+​ 
+( Principal Executive Officer ) 
+​ 
+​ 
+​ 
+​ 
+​ 
+​ 
+​ 
+/s/ Drew Smith 
+​ 
+Chief Financial Officer and Treasurer 
+​ 
+March 24, 2025 
+Drew Smith 
+​ 
+(Principal Financial Officer) 
+​ 
+​ 
+​ 
+​ 
+​ 
+​ 
+​ 
+/s/ John Eichler 
+​ 
+Senior Vice President — Controller 
+​ 
+March 24, 2025 
+John Eichler 
+​ 
+(Principal Accounting Officer ) 
+​ 
+​ 
+​ 
+​ 
+​ 
+​ 
+​ 
+/s/ Kristi M. Moody 
+​ 
+Director 
+​ 
+March 24, 2025 
+Kristi M. Moody 
+​ 
+​ 
+​ 
+​ 
+​ 
+Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act 
+No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to securityholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this annual report on Form 10-K. 
+​ 
+​ 
+14

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+0002020795,UNIT,Uniti Group Inc.,2024,10-K,2025-03-24,2024-12-31,2025-03-24T21:03:03.000Z,0001410578-25-000432,tmb-20241231x10k.htm,10-K,743987,1,1,https://www.sec.gov/Archives/edgar/data/2020795/000141057825000432/tmb-20241231x10k.htm,https://www.sec.gov/Archives/edgar/data/2020795/000141057825000432/

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+Item 13. Certain Relationships and Related Transactions, and Director Independence. 
+None.

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+0002020795,UNIT,Uniti Group Inc.,2025,10-K,2026-03-02,2025-12-31,2026-03-02T21:08:28.000Z,0001628280-26-013196,unit-20251231.htm,10-K,25223258,1,1,https://www.sec.gov/Archives/edgar/data/2020795/000162828026013196/unit-20251231.htm,https://www.sec.gov/Archives/edgar/data/2020795/000162828026013196/

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+Item 1. Business 
+Overview 
+Uniti Group Inc. (herein referred to as the “Company,” “Uniti,” “we,” “us,” or “our”) was incorporated in the State of Delaware on April 19, 2024, under the name “Windstream Parent, Inc” and as a subsidiary of New Windstream, LLC (“Windstream”) (as successor to Windstream Holdings II, LLC) in connection with the Merger (as defined below). 
+Uniti is a premier digital infrastructure company with approximately 240,000 fiber route miles across 47 states. The Company serves more than 1.0 million customers, including more than 500,000 residential fiber customers, with a network that includes approximately 1.9 million fiber-equipped households predominately situated in the Midwest and Southeast United States of America (“U.S.”). The Company offers a full suite of advanced communications services, including fiber-based broadband to residential and business customers, managed cloud communications and security services for large enterprises and government entities across the U.S., and tailored waves and transport solutions for carriers, content providers and large cloud computing and storage service providers in the U.S. and Canada. For the year ended December 31, 2025, the Company had total revenues and sales of $2,234.5 million and net income of $1,304.7 million. 
+Prior to the Merger, Uniti Group LLC (f/k/a Uniti Group Inc., “Old Uniti”) was an independent internally managed real estate investment trust (“REIT”) engaged in the acquisition, construction and leasing of mission critical infrastructure in the communications industry. Old Uniti managed its operations within two primary lines of business: Uniti Fiber and Uniti Leasing. Old Uniti operated through a customary “up-REIT” structure, pursuant to which it held substantially all of its assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”) that Old Uniti controlled as general partner. The up-REIT structure was intended to facilitate future acquisition opportunities by providing Old Uniti with the ability to use common units of the Operating Partnership as a tax-efficient acquisition currency. As of August 1, 2025, Old Uniti was the sole general partner of the Operating Partnership and owned 100.0% of the partnership interests in the Operating Partnership. 
+Completion of Merger with Windstream 
+On August 1, 2025, pursuant to the previously announced Agreement and Plan of Merger, dated as of May 3, 2024 (as amended) (the “Merger Agreement”), by and between Old Uniti, Windstream, the Company, New Uniti HoldCo LP and New Windstream Merger Sub, LLC, an indirect wholly owned subsidiary of Windstream (“Merger Sub”), Old Uniti and Windstream completed the following transactions: (a) Windstream merged with and into the Company (at such time, a direct wholly owned subsidiary of Windstream named Windstream Parent, Inc.), with the Company surviving the merger as the ultimate parent company of the combined company (the “Internal Reorg Merger”), and (b) Merger Sub merged with and into Old Uniti (the “Merger”), with Old Uniti surviving the Merger as an indirect wholly owned subsidiary of the Company. Following the consummation of the Merger, the Company was renamed Uniti Group Inc., Old Uniti ceased to be a REIT, and the Company does not qualify to be a REIT. The common stock of the Company (“Common Stock”) is listed on the Nasdaq Global Select Market under the symbol “UNIT”. 
+Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of Old Uniti’s common stock, par value $0.0001 per share, that was issued and outstanding immediately prior to the effective time of the Merger was automatically cancelled and retired and converted into the right to receive 0.6029 shares of Common Stock, par value $0.0001 per share, pursuant to the exchange ratio set forth in the Merger Agreement with cash issued in lieu of fractional shares. Immediately following the consummation of the Merger (the “Closing”), Old Uniti’s and Windstream’s pre-Closing stockholders held approximately 62% and 38%, respectively, of the Company before giving effect to the conversion of any outstanding convertible securities or the issuance of warrants to purchase Common Stock. The Merger was accounted for as a reverse merger using the acquisition method of accounting, with Windstream treated as the legal acquirer and Old Uniti treated as the accounting acquirer. See Note 1 and 4 to our consolidated financial statements included in Part II, Item 8. “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K for additional information related to the completion of the Merger. 
+Following the Merger, our operations are organized into three business segments: Kinetic, Uniti Solutions and Fiber Infrastructure, which are described in more detail below and in Note 15 to our consolidated financial statements contained in Part II, Item 8. “Financial Statements and Supplementary Data”. Refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other Significant Developments,” of this Annual Report on Form 10-K for information regarding significant developments in our business in 2025. 
+1 
+Table of Contents 
+Business Segments 
+Kinetic Segment 
+Overview 
+We manage as one business our residential, business and wholesale operations in markets in which we are the incumbent local exchange carrier (“ILEC”) due to the similarities with respect to service offerings and marketing strategies. The Kinetic business unit is a premier provider of multi-gigabit fiber internet, whole-home Wi-Fi, internet security, and voice services in approximately 1,400 markets across 18 states in the Southwestern, Southeastern, Midwestern and Northeastern U.S. For the year ended December 31, 2025, the Kinetic segment generated total revenues and sales of $928.4 million and contribution margin of $407.6 million. 
+Strategy 
+Kinetic’s objective is to profitably grow penetration of our broadband network by continuing to invest in and expand our fiber footprint, accelerating subscriber acquisition, reducing churn, and growing average revenue per customer. Consumer and small business bandwidth needs continue to grow at a rapid pace, driven by increasing demand for streaming video, videoconferencing, remote work, telemedicine, gaming, smart homes, and the proliferation of connected devices. In a competitive environment, our continued investments in expanding our fiber footprint are important to strengthen our competitive positioning and achieve our goal of sustained profitable growth. 
+Building fiber is a key driver of subscriber acquisition, retention, and revenue, and we expect it will become more important over time. We continue to replace copper lines with fiber to provide symmetrical gigabit + speeds, enhanced reliability, better support, and future-proof connectivity. In addition to investments in our broadband network, we are focused on delivering sustained profitable subscriber growth with compelling and valuable service and product offerings, marketing and sales effectiveness, and a better customer experience. 
+Services and Products 
+We offer consumers and small businesses a portfolio of services over both our fiber and copper networks, including broadband internet, voice, and other value-added services. Kinetic’s residential and small business services include: 
+Broadband Internet: A mixture of various technologies to provide internet services for residential and small business customers capable of multi-gigabit speeds. 
+Business-Ready Internet: A solution tailored specifically to small business customers, offering broadband paired with robust security, advanced Wi-Fi, and network resiliency. 
+Customer Premise Equipment (CPE): Customers can lease an advanced Wi-Fi gateway from Kinetic. Specifically, residential customers can lease the eero Pro 7, which uses the latest, most advanced Wi-Fi 7 technology. When coupled with Kinetic’s fiber internet, the eero Pro 7 delivers an enhanced online experience that is easy, secure, fast and affordable. We also offer state-of-the-art mesh extenders, allowing customers to enable strong signal throughout the entirety of their home. 
+The Kinetic Promise™: Included with Kinetic’s Whole Home Wi-Fi installation, is a pledge that technicians will not leave a new fiber installation until Wi-Fi works in every room and on every device throughout the home. Professional technicians set up and install customers’ Wi-Fi to help ensure they have wall-to-wall coverage and no dead spots. That’s The Kinetic Promise™. 
+Wireless Service Bundle: Residential customers can bundle their Kinetic broadband service with a post-paid wireless service plan with AT&T. 
+Internet Security: Add-on service provides a suite of security functionality including protection from cybersecurity threats, the ability to set and monitor parental controls, password vault and virtual private network (“VPN”). 
+Premium Technical Support: Add-on service offers 24/7 help with personal computer issues, device setup, network problems, virus removal, and software installation, accessible via chat, phone, or email. 
+Live Television and Streaming Video: Residential customers can add television streaming services via YouTube TV. 
+2 
+Table of Contents 
+Voice: Residential and small business voice services, delivered over traditional landline or digital means, include call management options and emergency access. 
+Our goal is to provide customers with fast, reliable, and secure broadband along with an exceptional experience and the value-added services they need to get the most out of their internet all for a competitive market price. We continue to develop and source additional solutions to better meet evolving customer needs and further differentiate Kinetic in the marketplace. 
+Sales and Marketing 
+Our sales and marketing efforts are focused on accelerating subscriber growth with clear and differentiated branding, compelling offers, a range of media platforms to drive awareness and consideration, and multiple sales channels that allow us to reach and engage with potential customers in a variety of ways. 
+Brand: We invest in establishing a clear, differentiated brand identity, which is essential to building durable awareness and preference in the marketplace, particularly where we compete with well-established national brands. 
+Product Offerings and Pricing: We optimize and expand our offerings, pricing, and promotions on an ongoing basis to better address consumer and small business needs and differentiate ourselves from competitors, with the goal of winning a higher share of demand in the market. 
+Media and Lead Generation: We use a variety of paid media and advertising to drive awareness and consideration among potential customers, including digital, traditional, and direct response marketing, in addition to local marketing. 
+Public Relations and Reputation Management: Kinetic uses a variety of digital, earned and organic activities to build trust with stakeholders through transparent, timely and truthful communication. 
+Inbound Sales Channels: Our media and lead generation activities typically direct potential customers to our consumer or small business website or sales call center. There, prospects can learn more about our offerings, check availability for their address, and complete an order. 
+Outbound and Other Sales Channels: We use additional sales channels to reach potential customers in different contexts that are largely incremental to our media-driven activities. These include primarily door-to-door sales, local retail or community connection centers, and third-party distribution partners. Our teams execute segmented acquisition programs, coordinating across Marketing, Sales, and Operations to accelerate penetration growth in specific parts of our footprint or prospect base, including a program targeting newly completed fiber premises. The effectiveness of our sales and marketing activities is underpinned by the customer experience we provide and our resulting reputation. We aim to consistently improve the customer experience and deliver quality execution across all aspects of sales and marketing. 
+Competition 
+Kinetic faces intense and growing competitive pressure in the residential and small business broadband market. Technology improvements and other changes in the market landscape have led to increased competition from both existing competitors and new market entrants. Sources of competition in our service areas include, but are not limited to, the following: 
+Cable Operators: Cable providers remain our largest source of competition for residential and small business broadband customers. These operators compete aggressively with significant marketing spend, attractive promotional pricing, and bundled offerings with cable television and/or mobile service. 
+Fiber Overbuilders: A range of entities have built or expanded fiber networks within our footprint. These include existing wireline competitors expanding or upgrading networks as well as a diverse set of competitors including new local or regional providers, electric cooperatives, local municipalities, and open access network operators. 
+Wireless Operators: Wireless home internet solutions using fixed wireless technology have emerged as an alternate source for Broadband connectivity in residential market. While this technology has limitations, particularly compared to our fiber broadband service, wireless operators have seen significant consumer adoption driven by national advertising from established brands, convenience, and pricing. 
+Satellite Internet Providers: Satellite broadband offerings have improved in recent years, particularly in our more rural and lower-speed copper areas. 
+3 
+Table of Contents 
+Competition has increased from all four of these sources. While approximately 20% of households in our footprint have no high-speed wireline competitor, the emergence of wireless home internet providers means there are very few locations in our footprint without meaningful competition. 
+Uniti Solutions Segment 
+Overview 
+Uniti Solutions is a platform-led managed services provider that combines cloud-optimized connectivity with integrated security and collaboration services. We design, deploy, and operate multi-site networks with a unified operational experience—delivered through a bespoke combination of customer-obsessed employees, an intuitive leading edge customer management portal and supported by 24/7 service assurance—to help enterprise customers improve application performance, reduce operational burden, and strengthen cyber resilience. Our services drive business transformation through the convergence of our proprietary software solutions and cloud-optimized network with the goal of unlocking our clients’ revenue and profitability potential. Our end-to-end managed services solutions modernize technology infrastructure, optimize operations, reduce resource constraints and elevate the experience of our clients and their end-users—all while securing critical data and protecting brand reputation. Analysts recognize Uniti Solutions as a market leader for our solutions portfolio, and our clients rely on what we believe is our best-in-class customer portal. Businesses trust Uniti Solutions as their single-source for a high-performance network and award-winning suite of connectivity, collaboration and security solutions delivered by a team of technology experts whose success is directly tied to our clients’ complete satisfaction. For the year ended December 31, 2025, the Uniti Solutions segment generated total revenues and sales of $332.3 million and contribution margin of $164.1 million. 
+Industry Trends 
+Enterprise networking and information technology (“IT”) services are undergoing a structural shift driven by cloud adoption, distributed work, evolving cyber threats, and rising expectations for application performance and resilience. As enterprise applications and data move across multiple clouds and Software as a Service (“SaaS”) platforms, customers increasingly require connectivity that is designed for consistent performance, secure access, and operational simplicity. At the same time, enterprises are seeking to reduce vendor sprawl and internal operational burden by consolidating network, security, and collaboration services under fewer strategic partners. 
+We believe enterprise demand is being shaped by four primary buying triggers: 
+• Application performance and cloud connectivity. As business-critical workloads migrate to SaaS and multi-cloud environments, customers increasingly prioritize predictable performance, low latency, and visibility across locations, users, and applications. These requirements are accelerating the demand for cloud-optimized connectivity and managed network services that can support dynamic traffic patterns and application-aware routing. 
+• Security convergence and zero trust adoption. The threat environment continues to evolve, and customers are increasingly shifting from perimeter-based security models to cloud-delivered security and identity-based access controls. This is driving adoption of Secure Access Service Edge (“SASE”) and Security Service Edge (“SSE”) architectures that unify networking and security policy, support remote and mobile users, and reduce reliance on multiple point solutions. 
+• Operational outsourcing amid constrained IT resources. Many enterprise IT organizations are balancing complex modernization initiatives with limited staffing and budget capacity. This constraint continues to increase the demand for managed services that can design, deploy, monitor, and optimize network and security environments, enabling customer teams to focus on core business priorities. 
+• Legacy rationalization and technology transitions. Customers are moving away from legacy architectures and premises-based systems that can limit scalability, agility, and security. These transitions include migration from Multiprotocol Label Switching-centric networks to Software-Defined Wide Area Network (“SD-WAN”) architectures, progression from SD-WAN to SASE and SSE approaches, and movement from premises-based Private Branch Exchange to cloud-based unified communications and contact center platforms. 
+4 
+Table of Contents 
+Meeting these demand drivers requires the ability to deliver solutions consistently across geographies and access types. Uniti Solutions uses a mix of on-net fiber within the Uniti footprint and a broad ecosystem of access partners to extend coverage and provide connectivity options tailored to customer requirements for performance, diversity, and cost. We believe this hybrid delivery model supports scalable deployment across multi-site enterprises while enabling solution designs aligned to customer outcomes. 
+Strategy 
+The strategy for Uniti Solutions is to be a trusted connectivity, communications, and security partner by delivering reliable outcomes through a platform-led managed services model. We focus on simplifying the customer experience, improving operational execution, and expanding customer relationships by aligning next-generation solutions to evolving enterprise requirements. 
+We execute this strategy through four strategic pillars: 
+• Secure-by-design networking and converged security. We continue to align network and security capabilities by integrating SD-WAN with cloud-delivered security services, enabling customers to implement consistent policies across locations and users. Our objective is to help customers manage risk while simplifying security architectures and reducing vendor complexity. 
+• Platform-led customer experience and operational transparency. We aim to provide customers with a consistent digital-first experience across ordering, monitoring, incident management, and change management. We believe improved visibility and workflow standardization can reduce operational friction for customers and support higher retention and expansion. 
+• Solution-led modernization across connectivity and collaboration. We support enterprise modernization initiatives, including migrations from legacy network and voice architectures to cloud-enabled alternatives. We seek to expand adoption of SD-WAN, SASE and SSE, Unified Communications as a Service (“UCaaS”), and Contact Center as a Service (“CCaaS”) solutions by aligning offerings to measurable customer needs such as application performance, resilience, and workforce productivity. 
+• Vertical and use-case focus supported by a flexible delivery model. We tailor solution designs to the operational and compliance needs of targeted verticals, including retail, healthcare, financial services, education, manufacturing, hospitality, and state and local government. Our delivery model leverages on-net fiber where available and a broad access partner ecosystem to support multi-site deployments across geographies. 
+We operationalize our strategy through disciplined lifecycle management across sales engineering, service delivery, service assurance, and customer success. We prioritize: 
+(i) proactive service management and continuous optimization of customer environments; 
+(ii) renewal and expansion motions that emphasize deeper solution adoption and enhanced customer outcomes; and 
+(iii) selective pursuit of new customer relationships that meet profitability and serviceability objectives. 
+We believe that improving service reliability, reducing operational complexity, and expanding the number of solutions adopted per customer relationship can strengthen retention, lower support friction, and enhance the lifetime value of our customer base. 
+Services and Products 
+The drivers of demand are a result of enterprise businesses transforming their own IT infrastructure to move workloads to the cloud, ensure cloud application performance, improve employee productivity and enhance data security, among other strategic imperatives. Our portfolio of solutions is well-positioned to support these enterprise IT imperatives. As the network evolves into the platform for how business gets done, we believe our customers increasingly value our tailored solution-design process and dedicated service support model. They subscribe to services such as SD-WAN, SASE and SSE, Secure Flex Premium, Managed Network Security (“MNS”), Local Area Network (“LAN”) Services, UCaaS, CCaaS, fiber transport connectivity to major cloud ecosystems and a comprehensive suite of managed services. 
+5 
+Table of Contents 
+Network and Edge 
+• SD-WAN: A secure technological wide-area network solution that ensures optimal application performance irrespective of the underlying transport and allows for business continuity, as well as routing control, via the U Connect customer-facing portal. 
+• Multi-site Networking: Our advanced network provides private, secure multi-site connections for large businesses with multiple locations. Our core growth networking products include SD-WAN, and Wavelength connectivity solutions. 
+• LAN Service s : Our team of network professionals will design, deploy and manage clients’ LAN Services, freeing their IT teams to spend less time managing and monitoring the network and more time on driving strategic initiatives. LAN services include Secure Wi-Fi, Cloud Managed Switch and Intelligent IP cameras. 
+Security 
+• SASE: Elevates network performance and security, while simplifying overall management. Organizations leverage the power and flexibility of a SD-WAN network backbone with a unified security solution. 
+• SSE: Cloud-native SSE enables businesses to instantly integrate next-generation security components into existing network environments without disruption and creates a path towards a full SASE environment. 
+• Managed Security: Fully integrated with our SD-WAN solutions, Managed Security enables organizations to deploy advanced networking and security capabilities instead of relying on multiple products and partners to provide the same functionality, ultimately reducing costs and gaining comprehensive network security features. 
+Connectivity 
+• High-speed Internet: We offer a range of high-speed broadband and dedicated internet access options providing reliable connections designed to help our customers reduce costs and boost productivity. 
+Collaboration 
+• UCaaS: This solution delivers the capabilities to drive productivity and engagement to ensure reliability, flexibility and security. OfficeSuite® is an award-winning cloud-based solution that blends user-centric design with advanced, market-proven technology. 
+• CCaaS Powered by Talkdesk: This solution transforms interactions with a contact center service delivering better conversion rates, increased customer retention and higher satisfaction scores. It enables customers to connect with agents on their terms while empowering agents to work from anywhere. 
+Sales and Marketing (Go-to-Market and Customer Lifecycle): Uniti Solutions markets and sells its solutions through a consultative, solutions-led approach designed to help customers modernize connectivity, collaboration, and security environments. Our go-to-market model is structured to support both new customer acquisition and expansion of existing customer relationships through solution adoption, renewals, and lifecycle services. 
+Sales and Sales Engineering: Our sales organization focuses on identifying customer needs, designing solutions, and driving profitable growth across new and existing customers. Sales engineers support solution architecture, network and security design, and migration planning to align proposed solutions with customer performance, resilience, and security requirements. We emphasize expansion within existing relationships through cross-sell and upsell of next-generation solutions. 
+Marketing: Our marketing function supports demand generation and pipeline development through targeted campaigns and content that align to customer use cases (e.g., secure cloud connectivity, SD-WAN to SASE and SSE transitions, UCaaS and contact center modernization). We utilize data-driven marketing capabilities to improve customer engagement and to help connect qualified demand to our sales and customer success teams. 
+6 
+Table of Contents 
+Customer Success and Revenue Enablement: Customer success is focused on adoption, service experience, and renewal outcomes across the customer lifecycle. We seek to improve retention and expansion by proactively managing customer needs, supporting solution adoption, and coordinating renewal planning. Revenue enablement supports consistent execution through training, sales plays, tools, and process disciplines that align our go-to-market teams around customer outcomes and profitable growth. 
+Commercial Governance and Offer Management: We manage pricing, packaging, and solution governance to support market competitiveness while maintaining profitability and supportability. This includes managing access and interconnection considerations, aligning commercial terms with customer requirements, and partnering with sales teams to support profitable renewals and growth opportunities. 
+Service Delivery and Ongoing Support Alignment: We coordinate across service delivery, customer care, and service assurance to support a consistent customer experience from onboarding through steady-state operations. This model is intended to improve transparency, accelerate issue resolution, and strengthen long-term customer relationships. 
+Competition 
+The market for enterprise customers is highly competitive. We believe we are well-positioned to gain market share within the enterprise segment based upon our ability to leverage new product capabilities to capitalize on the significant industry trends discussed above. 
+Our primary competitors are characterized into the following groups: 
+(i) Facilities-based national carriers 
+(ii) Cable operators 
+(iii) Global Wide Area Network (“WAN”) aggregators / “capex-light” Managed Service Providers (“MSPs”) 
+(iv) Pure-play security/SASE vendors and MSPs 
+These providers offer a range of similar services, from traditional voice to advanced data and technology services using similar facilities and technologies as we do, and they compete directly with us for customers of all sizes. We compete by providing a robust offering that delivers single-source accountability, vertical expertise, faster design-to-deploy cycles, full portal-based visibility and workflow automation, security integrated within network policy and a customer-obsessed culture that starts and ends with complete satisfaction for the customers we serve. 
+Fiber Infrastructure Segment 
+Overview 
+We manage as one business our legacy fiber and leasing businesses combined with the competitive local exchange carrier (“CLEC”) portion of Windstream's acquired wholesale business. Our Fiber Infrastructure operations deliver fiber-based connectivity and enterprise networking solutions that support mission-critical communications for businesses including banks, hospitals, schools and government organizations in medium-sized communities and large cities across the Southeast. Leveraging our nationwide fiber footprint and advanced infrastructure, we provide high-performance, scalable services that enable secure data transport, network interconnection, and managed connectivity tailored to the needs of today’s digital economy. In addition, we provide high-capacity bandwidth and transport services to wholesale customers, including telecom companies, large cloud computing and storage service providers (hyperscalers), content providers, cable, international and other network operators. We also provide ethernet (e-access), dedicated internet access, and fiber-to-the-tower services to carriers and other related telecom companies. For the year ended December 31, 2025, the Fiber Infrastructure segment generated total revenues and sales of $1,053.9 million and contribution margin of $772.1 million. 
+7 
+Table of Contents 
+Strategy 
+Our strategy is to drive long-term, recurring revenue by expanding and monetizing Uniti’s fiber network through customer-aligned network deployments, portfolio diversification, and deepening our business relationships in the markets we serve. In pursuit of this strategy, we focus on delivering fiber connectivity and services that support enterprise digital transformation, high-capacity data requirements, and the infrastructure needs of our customer base. 
+We aim to enhance network reach by building new routes based on customer demand, densifying existing markets, and forging long-term contractual commitments that reflect our customers’ growth requirements. Continued investment in our fiber infrastructure supports scalable capacity, reliable performance, and efficient service delivery while balancing capital deployment with anticipated returns. 
+We are executing a multi-year network expansion program with emphasis on high‑count, long‑haul routes, diverse metro laterals, and strategic interconnections, with dark fiber as a core offering. We provide industry-leading services including 10 - 400 Gigabits per second (“Gbps”) optical wave services, combined with Network Intelligence through our iconnect customer self-service portal that enhances operational management, performance transparency and ordering efficiency. 
+As a trusted infrastructure partner, our objective is to simplify customer connectivity through route diversity, standardized processes, and predictable delivery intervals, supported by governance, security, and compliance frameworks aligned to customer requirements. 
+AI-driven demand focus: We are prioritizing infrastructure construction projects that support artificial intelligence (“AI”) and high-performance computing workloads, including high-count dark fiber and expanded space/power at our colocation facilities. Our operational advantages in Tier 2/Tier 3 markets enable us to reach newly developing, power-adjacent AI compute centers efficiently with services operated and managed locally. 
+High-Capacity Optical Services : Our Intelligent Converged Optical Network provides bandwidth capacity for metro and longhaul optical transport along key data center corridors. Our open architecture and advanced Reconfigurable Optical Add-Drop Multiplexer deployment enable Nx400 Gbps services today and is ready for the next generation. Driven by our customers’ demands, we continue to expand our network capacity and reach to new data centers and new routes. Our network features route diversity, low‑latency design, and resiliency features tailored for AI, cloud, and high‑performance computing workloads. 
+Capacity at scale and speed: To meet accelerating customer demand, we are advancing material procurement, construction schedules, and permitting in key corridors, and implementing standardized designs and repeatable build templates to shorten delivery intervals. We partner with customers on forecast-driven build programs, pre-positioned lateral expansions, and scalable dark fiber and spectrum options to meet near-term needs while anticipating future growth. 
+Trusted infrastructure partner: We align long-term commercial structures (including indefeasible rights of use (“IRUs”) and leases) with customers’ multi-year capacity plans, provide predictable service level agreements (“SLAs”) and governance, and maintain route diversity and resiliency to support mission-critical AI and cloud workloads. These measures are intended to ensure dependable, scalable connectivity that keeps pace with customers’ evolving requirements. 
+Services and Products 
+Fiber Infrastructure products are designed to meet enterprise customers’ needs for resilient, secure, and scalable connectivity. Fiber Infrastructure services include: 
+Enterprise Internet Services: Fiber-based internet connectivity that delivers reliable and secure access tailored for business operations, collaboration platforms, and digital tools. 
+Managed Networking Services: Comprehensive network services including managed network solutions, routing, and optimization to support customers’ unique technical and operational requirements. 
+Advanced Networking Services: Scalable networking products such as Ethernet and SD-WAN that enable customers to extend connectivity across locations and applications with performance suitable for data-intensive environments. 
+Voice Services: Fiber-based business voice solutions that are integrated with fiber connectivity for enhanced communications, including support for hosted and cloud-enabled voice platforms. 
+8 
+Table of Contents 
+E-Rate Services: Affordable, scalable fiber and network services that support connectivity for E-Rate eligible educational and community institutions under federal Universal Service Administrative Company (“USAC”) programs. 
+Secure Colocation Solutions: Colocation services that provide secure access to on-net fiber points of presence and enable customers to connect their infrastructure within Uniti-connected facilities. These services are typically provided over multi-year contracts and are supported by dedicated technical and operational teams to deliver network performance, service reliability, and responsive customer support. 
+Wholesale Services: We provide network bandwidth to hyperscalers and content providers, other domestic and international telecommunications providers, cable operators and wireless carriers. These services include 10 - 400 Gbps wave services, spectrum, Ethernet, internet, and dark fiber and colocation services. Wholesale services also include fiber-to-the-tower connections to support the wireless backhaul market. Dark fiber offerings (including long‑haul and metro) are available under multi‑year structures such as leases and IRUs to support customers’ long‑term capacity requirements. Our hyperscale customers have partnered with us to drive the construction and delivery of extremely high-count fiber systems along with colocation sites with space and power to drive AI traffic. Customers manage our wholesale services via our customer-facing portal (iconnect) with map-based visibility, inventory accuracy and operational insights that improve planning, ordering, and delivery. 
+Marketing, Service Delivery and Customer Relationships 
+Our sales and marketing efforts target enterprise and public sector customers across a variety of verticals (such as healthcare, education, medical, financial, retail, business services and more), emphasizing customizable fiber-based connectivity solutions and long-term customer engagements. Sales teams collaborate with engineering, network planning, and customers to align product design and service delivery with customer needs and market opportunities. 
+Key elements of our approach include: 
+• Direct customer engagement: Dedicated account teams work with customers to design tailored solutions that address technical, geographic, and business-specific requirements. 
+• Strategic partnerships: Alliances with referral partners, local/regional business networking organizations, national industry services sourcing leaders, and strengthening customer relationships to build brand awareness. 
+• Market expansion initiatives: Efforts to identify and pursue opportunities in high-demand markets where our fiber routes and enterprise demand intersect. 
+• Sales tools: Partnerships with industry leading systems and platforms designed to drive opportunities, revenue, and customer experience. 
+We place emphasis on our “customer obsessed” philosophy, maintaining service quality and operational excellence to support new logo contracts, renewals, and cross-sell opportunities as customers evolve their connectivity needs. 
+Our sales and marketing efforts for our wholesale services are designed to differentiate us from our competitors. Sales programs are aligned with infrastructure build plans and structured to support long-term relationships through standardized service level agreements, resilient design options, and commercial arrangements that match customers’ scale and timelines. Our teams are closely aligned with our engineering organization to build and provide customized network solutions for our customers in a timely manner. Our sales and customer support staff work closely with each customer to ensure that their specific business needs are met. Whether servicing content providers, cable operators, data centers or other communication services providers requiring single or multiple circuit connections or additional bandwidth, our goal is to demonstrate trustworthiness and partnership by delivering reliable infrastructure, contractual transparency, and predictable execution. 
+Competition 
+Our Fiber Infrastructure segment operates in several competitive markets. Competitors include national and regional fiber network operators, incumbent telecommunications providers, cable companies with fiber assets, and other infrastructure solution providers offering similar products and services. Competition is based on network reach, service performance, pricing, contractual terms, and the ability to meet customers’ deployment and support expectations. We believe that Uniti’s extensive fiber footprint, flexible service portfolio, and execution capabilities position us to effectively compete for enterprise opportunities and support long-term customer relationships. 
+9 
+Table of Contents 
+The market for high-bandwidth optical transport services remains competitive among high-growth data centers. Diverse routing and operation efficiencies, such as installation intervals and service availability, are key differentiators. Our wholesale operations also leverage advantages with our iconnect customer portal and its map-based Network Intelligence functionality. This combination has enabled us to win market share of inter-datacenter, high bandwidth optical services. 
+Our competition is also taking advantage of the tremendous growth offered by AI needs. Our advantage leverages our foundational focus on providing access from Tier 1 telecommunication hubs to Tier 2 and Tier 3 markets. We also provide predictable delivery via standardized designs, construction programs, and governance frameworks, supported by transparent service level agreements. Our dark fiber infrastructure projects will provide route diversity, capacity, and resiliency features tailored for AI, cloud, and high‑performance computing workloads to unique locations outside of the typical metro markets. 
+In local and regional markets, competition has intensified with an increasing number of entrants and substitution products focused on access. We do have advantages with our on-net and near-net fiber buildings in our Kinetic markets along with our other Uniti Fiber Infrastructure markets. We prioritize strategic network-to-network interconnection points to meet growing demand and support customers’ multi‑year capacity plans. 
+Significant Customers 
+F ollowing the Merger, no single customer, or group of related customers, represented 10% or more of our consolidated revenues and sales. For periods prior to the Merger, leasing revenues earned from Windstream under the Windstream Leases (as defined in Note 4 to our consolidated financial statements included in Part II, Item 8. “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K) were approximately 68.3%, 68.3% and 67.3% of our total consolidated revenues and sales for the period January 1, 2025 to July 31, 2025, and for the years ended December 31, 2024 and 2023, respectively. 
+Government Regulation, Licensing and Enforcement 
+U.S. Telecommunications Regulatory Overview 
+As an ILEC and CLEC, we are subject to extensive and complex federal, state and local telecommunications laws and regulations. The Federal Communications Commission (“FCC”) regulates the provision of interstate and international telecommunications services, and state public utility commissions (“PUCs”) regulate intrastate telecommunications services. Federal and state telecommunications laws and regulations are wide-ranging, and violations of them can subject us to civil, criminal and administrative sanctions. Changes in laws and regulations and violations of federal or state laws or regulations by us could have a significant direct or indirect effect on our operations and financial condition, as detailed below and set forth under

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+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+140

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+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0002020987,YHNAU,YHN Acquisition I Ltd,2024,10-K,2025-03-20,2024-12-31,2025-03-20T20:30:23.000Z,0001213900-25-025559,ea0234427-10k_yhnacq1.htm,ANNUAL REPORT,3601723,1,1,https://www.sec.gov/Archives/edgar/data/2020987/000121390025025559/ea0234427-10k_yhnacq1.htm,https://www.sec.gov/Archives/edgar/data/2020987/000121390025025559/

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+ITEM 1. BUSINESS 
+General 
+We are a newly incorporated blank check company
+formed in the British Virgin Islands as a business company with limited liability (meaning that our public shareholders have no liability,
+as shareholders of our company, for the liabilities of our company over and above the amount paid for their shares). We were formed for
+the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business
+combination with one or more businesses or entities, which we refer to as a “target business.” 
+We are based in Hong Kong. Our principal office
+is located in Hong Kong and our sponsor and a majority of our executive officers and directors are based in or have significant ties to
+the mainland China and/or Hong Kong. In addition, we may pursue or consummate an initial business combination with a company located or
+doing business in the PRC (including Hong Kong and Macau). Given the risks relating to doing business in Hong Kong and/or the PRC, we
+may be a less attractive partner to non-PRC or non-Hong Kong based target companies as compared to other SPACs that do not have
+ties to Hong Kong or the PRC, which may therefore limit the pool of acquisition candidates. 
+Our efforts to identify a prospective target business
+will not be limited to a particular industry or geographic location. Currently, we do not have any specific business combination under
+consideration or contemplation, and we have not, nor has anyone on our behalf, contacted any prospective target business or had any discussions,
+formal or otherwise, with respect to such a transaction. We do not have any specific business combination under consideration and we have
+not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions,
+formal or otherwise, with respect to such a transaction. Additionally, we have not engaged or retained any agent or other representative
+to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate
+or contact a target business. We are confident that we will be able to find a target business that will meet expectations. We intend to
+capitalize on the strengths and experiences of our management team to select, acquire and form a business combination that has a competitive
+advantage in their core business and is positioned to bring in high returns and long-term sustainable growth. 
+Competitive Strengths 
+We intend to capitalize on our competitive advantages,
+as described below, to find a suitable target company: 
+Experienced Management Team 
+We have a strong team with years of operational,
+financial and leadership experience successfully managing and running a variety of corporations in Asia. 
+1 
+Our Chief Executive Officer Mr. Satoshi Tominaga
+was a managing partner at DeTiger Equity Fund, an Asian equity fund, which has invested in blockchain technology projects, including DeFi,
+exchanges, payments, lending, crypto trading, healthcare, data science, supply chain, internet of things (IoT), artificial intelligence
+(AI), machine learning, big data analysis, and other fintech related projects. We are confident that his investment experience and expertise
+in screening high quality target companies will be extremely beneficial in sourcing a target with strong growth potential. In addition,
+we can capitalize on his previous experiences in advising and expanding startups to help guide and prepare the target for the business
+combination. 
+Ms. Yangyujia An, our Chief Financial Officer,
+is the vice-chairperson of Norwich Capital Limited, a boutique firm that focuses on SPACs and provides services including sponsoring
+and listing support of SPACs. Prior to that, she also worked as an investment manager at Norwich Investment Limited. We believe that Ms.
+An’s experiences, in particular those in relation to SPACs, will be valuable for our initial business combination activities. 
+Our management team has been actively involved
+in operating, advising, and expanding many companies. Their executive leadership, operational oversight, strategic management will boost
+investor confidence in the team’s ability to complete a successful business combination. We believe our management team is well-positioned to
+take advantage of growing acquisition opportunities. 
+Strong Board of Directors 
+We have recruited an accomplished group of leaders
+to serve as members of our board of directors. Our board of directors comes from a plethora of industries where they serve as leaders,
+advisors, directors, and board members for public companies, private companies, and leading venture capital firms in Asia. 
+Mr. Zhengming Feng, our chairman and independent
+director, was a former Managing Director of SB China Venture Capital (SBCVC), a leading venture capital firm that manages both USD and
+RMB funds investing in high-tech, high growth companies in TMT, clean technology, healthcare, consumer/retail, and advanced manufacturing.
+His skills in managing businesses, investment, and strategic management will be a great asset for the target company. 
+Mr. Donghui Xu, one of our independent directors,
+has an extensive background in investment, private equity, and the venture capital industry. We hope to leverage his leadership experience
+in multiple prominent companies to support our management team as they guide the target company into public markets. 
+Ms. Min Zhang, one of our independent directors,
+has strong expertise in SPAC and IPO listings. Her prior experience with de-SPAC transactions will add great value as we identify
+and pursue potential targets to complete a business combination. 
+Our team has extensive experience in identifying,
+screening, acquiring, and managing companies. We believe these are the skill sets that are essential for a successful management team.
+With our board of directors’ deep understanding and experience of various industries, we could effectively position our investment
+strategy, evaluation of potential acquisition candidates and complete our initial business combination. 
+Strong and Extensive Network to Source a Suitable
+Target Company 
+We believe our team’s operating and transaction
+experience and relationships with companies will provide us with many potential business combination targets. Over the course of their
+careers, they have served in a variety of capacities, allowing them to expand their network in both Asia and the United States. These
+contacts and sources include those in government, private and public companies, private equity and venture capital funds, investment bankers,
+attorneys, and accountants. 
+For example, our CEO, Mr. Tominaga was a
+managing partner at DeTiger Equity Fund. His role in DeTiger Equity Fund and his connections with several Asian tech giants and large
+conglomerates provides access to a massive network of tech executives, founders and investors and we aim to leverage his connections to
+identify multiple potential targets. We are confident that the extensive network our directors have in various industries will give us
+a competitive advantage when exploring potential business combination opportunities. 
+2 
+Strong M&A Expertise and de-SPAC Experience 
+In addition to supporting us in the areas of investment
+strategy and improving the company’s processes, our team also has experience in M&A and fundraising. Our team consists of seasoned
+professionals with significant M&A, capital markets, finance, and private equity experience across a wide variety of industries and
+market conditions and have proven track records of producing high returns for investors. In addition, we have a unique advantage as Mr. Tominaga,
+our Chief Executive Officer, prior experience successfully completing a de-SPAC transaction, having served as an independent director
+to Tottenham Acquisition I Limited, a SPAC which merged with Clene Nanomedicine Inc., and subsequently, operated under the name Clene
+Inc. (Nasdaq: CLNN), a clinical-stage biopharmaceutical company specializing in therapeutics for neurodegenerative diseases in December
+2020. As of June 17, 2024, the reported closing sale price of Clene Inc. on The Nasdaq Capital Market was $0.37 per share. His previous
+experience in selecting a SPAC target company and executing a successful merger will be extremely valuable in ensuring the success of
+our initial business combination. 
+Acquisition Strategy and Investment Criteria 
+Our efforts to identify a prospective target business
+will not be limited to any particular industry or geographic region. 
+We intend to look for target company which possesses
+the following core values: 
+● Strong management team: We are looking for a
+strong group of individuals who have a strong track record of creating value. We will assess their leadership capabilities and their
+ability to grow the company. 
+● Strong portfolio of investors: We seek a company
+that has well-known and trusted investors, hedge funds and private equity firms supporting them. This is an indication of investors’
+confidence in the company’s potential to grow. 
+● Potential to have recurring revenue: We are looking
+for a company that is currently generating or will generate significant cash flow through existing products, new product development,
+increased efficiency, and reduced costs. 
+● Benefits from being publicly traded: We intend
+to acquire a company that will effectively utilize their public profile to get access to capital, expand their customer base, improve
+their investor portfolio to grow. 
+● Appropriate valuations and upside potential: We
+will conduct rigorous due diligence and apply valuation-metrics to create the most appropriate valuation for the company. We are
+seeking to acquire a company that will have a strong upside potential to increase their valuation. 
+● Strategic management and long-term planning: We
+intend to acquire a company which strategically plan ahead and are continually assessing and ensuring that their work is aligned with
+their strategic goals. Long-term planning allows companies to have sustainable operations in the long run and ensures that they
+can deliver on their promises to the investors. 
+● Innovative-led approach and risk management: We
+believe that balancing risk and encouraging creative insights will drive a company’s growth and that differentiated ideas bring
+new categories into the market to address growing customer needs. Therefore, we are seeking for a company that prioritizes innovation
+and can recognize which ideas to support and scale. 
+Our sponsor believes that conducting comprehensive
+due diligence on prospective investments is particularly important within the technology industry. In evaluating a prospective initial
+business combination, we expect to conduct a thorough diligence review that will encompass, among other things, meetings with incumbent
+management and employees, document reviews, inspection of facilities, financial analyses, and technology reviews, as well as a review
+of other information that will be made available to us. 
+We are not prohibited from pursuing an initial
+business combination with a company that is affiliated with our sponsor, our officers, or our directors, subject to certain approvals
+and consents. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers,
+or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is
+a member of FINRA or an independent accounting firm that our initial business combination is fair to us from a financial point of view. 
+3 
+Members of our management team may directly or
+indirectly own our securities, and accordingly, they may have a conflict of interest in determining whether a particular target business
+is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may
+have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers
+and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 
+We currently do not have any specific targets
+for an initial business combination selected. None of our officers and directors, nor has anyone on their behalf contacted or had any
+discussions with possible target businesses in which they directly or indirectly proposed or encouraged a potential target to consider
+a possible combination with us. 
+Each of our officers and directors presently has,
+and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities
+pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our
+third amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered
+to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director
+or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise
+be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another
+legal obligation. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable
+for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor his or her
+obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities
+reject the opportunity and he or she determines to present the opportunity to us. We do not believe, however, that the fiduciary, contractual
+or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. 
+Effecting a Business Combination 
+General 
+We are not presently engaged in, and we will not
+engage in, any substantive commercial business for an indefinite period of time following the IPO. We intend to utilize cash derived from
+the proceeds of the IPO and the private placement of private units, our share capital, debt or a combination of these in effecting a business
+combination. Although substantially all of the net proceeds of the IPO and the private placement of private units are intended to be applied
+generally toward effecting a business combination, the proceeds are not otherwise being designated for any more specific purposes. Accordingly,
+investors are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations.
+A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but
+which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking
+a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various U.S. Federal
+and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be in its early
+stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we
+will probably have the ability, as a result of our limited resources, to effect only a single business combination. 
+We Have Identified a Target Business 
+On January 15, 2025, we entered into a legally
+binding letter of intent (the “Letter of Intent”) with Mingde Technology Limited (“Holdco”), a Cayman Islands
+holding company, and Zhejiang Xiaojianren Internet Technology Co., Ltd (“XJR”), a company established in China and in the
+business of operating online sports platforms and providing technological solutions for health product stores. Pursuant to the Letter
+of Intent, the Company will effect a business combination with Holdco based on an equity valuation of $396 million. Holdco and XJR agreed
+to complete an internal corporate structure reorganization (the “Reorganization”) no later than January 27, 2025, pursuant
+to which Holdco shall control and receive the economic benefits of XJR via a customary variable interest entity structure. Consummation
+of the Business Combination shall be subject to the execution of a mutually satisfactory definitive agreement by the parties (the “Definitive
+Agreement”). The parties have agreed to use their best efforts to enter into the Definitive Agreement within 30 days after the completion
+of the Reorganization. Pursuant to the Letter of Intent, the parties have entered into a 90-day period of exclusivity in order to negotiate
+the Business Combination wherein, among other things, the parties agreed not to solicit or initiate or enter into or continue discussions,
+negotiations or transactions concerning any transaction that would prohibit or impair the transactions contemplated by the Letter of Intent.
+To date, we have not entered into the Definitive Agreement. 
+4 
+Except as discussed above, we have not selected
+any other target business on which to concentrate our search for a business combination, and none of our officers, directors, initial
+shareholders and other affiliates has engaged in discussions on our behalf with representatives of other companies regarding the possibility
+of a potential merger, share exchange, asset acquisition or other similar business combination with us, nor have we, nor any of our agents
+or affiliates, been approached by any candidates (or representatives of any candidates) with respect to a possible business combination
+with our company. 
+Subject to the limitations that a target business
+have a fair market value of at least 80% of the balance in the trust account (excluding any deferred underwriting fees and commissions
+and taxes payable on the income earned on the trust account, and net of funds previously released to the company to pay our taxes) at
+the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, we will have
+virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. We have not established any other
+specific attributes or criteria (financial or otherwise) for prospective target businesses. Accordingly, there is no basis for investors
+to evaluate the possible merits or risks of the target business with which we may ultimately complete a business combination. To the extent
+we effect a business combination with a company or an entity in its early stage of development or growth, including entities without established
+records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of early stage or potential
+emerging growth companies. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot
+assure you that we will properly ascertain or assess all significant risk factors. 
+Sources of Target Businesses 
+We anticipate that target business candidates
+will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity
+funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought
+to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce
+us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have read the prospectus
+related to the IPO and know what types of businesses we are targeting. Our officers and directors, as well as their respective affiliates,
+may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal
+or informal inquiries or discussions they may have, as well as attending trade shows or conventions. While we do not presently anticipate
+engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may
+engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation
+to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will any of our existing
+officers, directors, special advisors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s
+fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business
+combination (regardless of the type of transaction). If we decide to enter into a business combination with a target business that is
+affiliated with our officers, directors or initial shareholders, we will do so only if we have obtained an opinion from an independent
+investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view. However,
+as of the date of this report, there is no affiliated entity that we consider a business combination target. 
+Selection of a Target Business and Structuring
+of a Business Combination 
+Subject to the limitations that a target business
+have a fair market value of at least 80% of the balance in the trust account (excluding any deferred underwriting fees and commissions
+and taxes payable on the income earned on the trust account, and net of funds previously released to the company to pay our taxes) at
+the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, our management
+will have virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any other
+specific attributes or criteria (financial or otherwise) for prospective target businesses. 
+5 
+We believe such factors will be important in evaluating
+prospective target businesses, regardless of the location or industry in which such target business operates. However, this list is not
+intended to be exhaustive. Furthermore, we may decide to enter into a business combination with a target business that does not meet these
+criteria and guidelines. 
+Any evaluation relating to the merits of a particular
+business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our
+management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we
+will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection
+of facilities, as well as review of financial and other information which is made available to us. This due diligence review will be conducted
+either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage any such third
+parties. 
+The time and costs required to select and evaluate
+a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty.
+Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination
+is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination. 
+Fair Market Value of Target Business 
+Pursuant to Nasdaq listing rules, the target business
+or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust
+account (excluding any deferred underwriting fees and commissions and taxes payable on the income earned on the trust account, and net
+of funds previously released to the company to pay our taxes) at the time of the execution of a definitive agreement for our initial business
+combination, although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance.
+We currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or
+businesses. We may, however, structure a business combination where we merge directly with the target business or where we acquire less
+than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders
+or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or
+more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not
+to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or
+acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a
+minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination
+transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the
+outstanding capital of a target. In this case, we could acquire a 100% controlling interest in the target. However, as a result of the
+issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less
+than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests
+or assets of a target business or businesses are owned or acquired by the post-transaction company, only the portion of such business
+or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, assuming that we obtain and
+maintain a listing for our securities on Nasdaq. In order to consummate such an acquisition, we may issue a significant amount of
+our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt
+or equity securities. Since we have no specific business combination under consideration, we have not entered into any such fund-raising arrangement
+and have no current intention of doing so. The fair market value of the target business will be determined by our board of directors based
+upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or
+book value). If our board is not able to independently determine that the target business has a sufficient fair market value, we will
+obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation
+opinions on the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. We will not be required
+to obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions
+on the type of target business we are seeking to acquire, as to the fair market value if our board of directors independently determines
+that the target business complies with the 80% threshold. 
+We will not be required to comply with the 80%
+fair market value requirement if we are delisted from Nasdaq. If Nasdaq delists our securities from trading on its exchange, we would
+not be required to satisfy the fair market value requirement described above and could complete a business combination with a target business
+having a fair market value substantially below 80% of the balance in the trust account. 
+6 
+Lack of Business Diversification 
+Our business combination must be with a target
+business or businesses that collectively satisfy the minimum valuation standard at the time of such acquisition, as discussed above, although
+this process may entail the simultaneous acquisitions of several operating businesses at the same time. Therefore, at least initially,
+the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which
+may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single
+industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks
+or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may: 
+● subject us to numerous economic, competitive and regulatory
+developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent
+to a business combination, and 
+● result in our dependency upon the performance of a single
+operating business or the development or market acceptance of a single or limited number of products, processes or services. 
+If we determine to simultaneously acquire several
+businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its
+business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our
+ability, to complete the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens
+and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional
+risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
+business. 
+Limited Ability to Evaluate the Target Business’
+Management 
+Although we intend to scrutinize the management
+of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment
+of the target business’ management will prove to be correct. In addition, we cannot assure you that the future management will have
+the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors,
+if any, in the target business following a business combination cannot presently be stated with any certainty. While it is possible that
+some of our key personnel will remain associated in senior management or advisory positions with us following a business combination,
+it is unlikely that they will devote their full-time efforts to our affairs subsequent to a business combination. Moreover, they
+would only be able to remain with the company after the consummation of a business combination if they are able to negotiate employment
+or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation
+of the business combination and could provide for them to receive compensation in the form of cash payments and/or our securities for
+services they would render to the company after the consummation of the business combination. While the personal and financial interests
+of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company
+after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed
+with any potential business combination. Additionally, our officers and directors may not have significant experience or knowledge relating
+to the operations of the particular target business. 
+Following a business combination, we may seek
+to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the
+ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or
+experience necessary to enhance the incumbent management. 
+7 
+Shareholders May Not Have the Ability to
+Approve an Initial Business Combination 
+In connection with any proposed business combination,
+we will either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which public
+shareholders may seek to convert their public shares, regardless of whether they vote for or against or abstain from voting on the proposed
+business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of
+taxes payable on the income earned on the trust account and funds previously released to the company to pay our taxes) or (2) provide
+our public shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need
+for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust
+account (net of taxes payable on the income earned on the trust account and funds previously released to the company to pay our taxes),
+in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial shareholders have agreed, pursuant
+to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the
+aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured
+so that each shareholder may tender any or all of his, her or its public shares rather than some pro rata portion of
+his, her or its shares. The decision as to whether we will seek shareholder approval of a proposed business combination or will allow
+shareholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction,
+or whether the terms of the transaction would otherwise require us to seek shareholder approval. If we so choose and we are legally permitted
+to do so, we have the flexibility to avoid a shareholder vote and allow our shareholders to sell their shares pursuant to Rule 13e-4 and
+Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents with
+the SEC which will contain substantially the same financial and other information about the initial business combination as is required
+under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least
+$5,000,001 (after payment of underwriting fees and commissions and net of taxes payable on the income earned on the trust account and
+funds previously released to the company to pay our taxes) upon such consummation and, solely if we seek shareholder approval, a majority
+of the issued and outstanding ordinary shares voted are voted in favor of the business combination. 
+We chose our net tangible asset threshold of $5,000,001
+to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an
+initial business combination with a target business that imposes any type of working capital closing condition or requires us to have
+a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset
+threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares
+converted or sold to us) and may force us to seek third party financing which may not be available on terms acceptable to us or at all.
+As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target
+within the applicable time period, if at all. Public shareholders may therefore have to wait 15 months from the closing of the IPO
+in order to be able to receive a pro rata share of the trust account. 
+Our initial shareholders and our officers and
+directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed business combination, (2) not to
+convert any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination and (3) not
+sell any ordinary shares in any tender in connection with a proposed initial business combination. As a result, if we sought shareholder
+approval of a proposed transaction we could need as little as 187,501 of our public shares (or approximately 3.1% of our public shares)
+to be voted in favor of the transaction in order to have such transaction approved (assuming that only a quorum was present at the meeting,
+and that the insiders do not purchase any units or shares in the after-market). 
+Permitted Purchases of Our Securities 
+If we seek shareholder approval of our initial
+business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
+rules, our sponsor, initial shareholders, directors, officers or their affiliates may purchase shares in privately negotiated transactions
+or in the open market either prior to or following the completion of our initial business combination. 
+8 
+Additionally, at any time at or prior to our initial
+business combination, subject to applicable securities laws (including with respect to material non-public information), our sponsor,
+initial shareholders, directors, officers or their affiliates may enter into transactions with investors and others to provide them incentives
+to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. There
+is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions,
+subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in
+such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account
+will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when
+they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by
+Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases,
+if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject
+to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the
+purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section
+13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Our sponsor, directors,
+officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of
+the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock. 
+In addition, our officers, directors, initial
+shareholders and their affiliates would structure such purchases to be in compliance with the requirements of Rule 14e-5 under
+the Exchange Act, including, in pertinent part, through adherence to the following: 
+● our registration statement/proxy statement filed for
+our business combination transaction would disclose the possibility that our sponsor, directors, officers, advisors or their affiliates
+may purchase shares from public stockholders outside the redemption process, along with the purpose of such purchases; 
+● if our sponsor, directors, officers, advisors or their affiliates
+were to purchase shares from public stockholders, they would do so at a price no higher than the price offered through our redemption
+process; 
+● our registration statement/proxy statement filed for our
+business combination transaction would include a representation that any of our securities purchased by our sponsor, directors, officers,
+advisors or their affiliates would not be voted in favor of approving the business combination transaction; 
+● our sponsor, directors, officers, advisors or their
+affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights,
+they would waive such rights; and 
+● we would disclose in a Form 8-K, before our security
+holder meeting to approve the business combination transaction, the following material items: 
+● the amount of our securities purchased outside of the redemption
+offer by our sponsor, directors, officers, advisors or their affiliates, along with the purchase price; 
+● the purpose of the purchases by our sponsor, directors, officers,
+advisors or their affiliates; 
+● the impact, if any, of the purchases by our sponsor, directors,
+officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved; 
+● the identities of company security holders who sold to our
+sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of company security holders
+( e.g ., 5% security holders) who sold to our sponsor, directors, officers, advisors or their affiliates; and 
+● the number of company securities for which we received redemption
+requests pursuant to its redemption offer. 
+Our sponsor, initial shareholders, directors,
+officers and their affiliates anticipate that they may identify the shareholders with whom our sponsor, initial shareholders, directors,
+officers and their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our
+receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with our initial business
+combination. To the extent that our sponsor, initial shareholders, directors, officers and their affiliates enter into a private transaction,
+they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares
+for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already
+submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the meeting
+related to our initial business combination. Our sponsor, initial shareholders, directors, officers and their affiliates will select which
+shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant,
+and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal
+securities laws, as described above. 
+9 
+The purpose of any such purchases could be to
+(1) increase the likelihood of obtaining shareholder approval of the business combination or (2) satisfy a closing condition in an agreement
+with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,
+where it appears that such requirement would otherwise not be met. Any such purchases may result in the completion of our initial business
+combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our
+ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain
+or obtain the quotation, listing or trading of our securities on a national securities exchange. 
+Conversion/Tender Rights 
+At any meeting called to approve an initial business
+combination, public shareholders may seek to convert their public shares, regardless of whether they vote for or against or abstain from
+voting on the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the
+trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial shareholders have agreed, pursuant
+to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the
+aggregate amount then on deposit in the trust account. The redemption rights will be effected under our third amended and restated memorandum
+and articles of association and British Virgin Islands law as redemptions. If we hold a meeting to approve an initial business combination,
+a holder will always have the ability to vote against a proposed business combination and not seek conversion of its shares. 
+Alternatively, if we engage in a tender offer,
+each public shareholder will be provided the opportunity to sell his public shares to us in such tender offer. The tender offer rules
+require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would
+need to provide holders to determine whether they want to sell their public shares to us in the tender offer or remain an investor in
+our company. 
+Our initial shareholders, officers and directors
+will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether acquired prior to the
+IPO or purchased by them in the IPO or in the aftermarket. 
+We may also require public shareholders, whether
+they are a record holder or hold their shares in “street name,” to either tender their certificates (if any) to our transfer
+agent or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal
+At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination. Once the shares are
+converted by the holder, and effectively redeemed by us under BVI law, the share registrar in the BVI will then update our register of
+members to reflect all conversions. The proxy solicitation materials that we will furnish to shareholders in connection with the vote
+for any proposed business combination will indicate whether we are requiring shareholders to satisfy such delivery requirements. Accordingly,
+a shareholder would have from the time our proxy statement is mailed through the vote on the business combination to deliver his shares
+if he wishes to seek to exercise his redemption rights. Under our third amended and restated memorandum and articles of association, we
+will be required to provide at least 7 clear calendar days’ advance notice of any shareholder meeting, which would be the minimum
+amount of time a shareholder would have to determine whether to exercise redemption rights. As a result, if we require public shareholders
+who wish to convert their ordinary shares into the right to receive a pro rata portion of the funds in the trust account
+to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares
+for conversion. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain our securities
+when they otherwise would not want to. 
+There is a nominal cost associated with this tendering
+process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the
+tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee
+would be incurred regardless of whether or not we require holders seeking to exercise redemption rights. The need to deliver shares is
+a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event
+we require shareholders seeking to exercise redemption rights to deliver their shares prior to the consummation of the proposed business
+combination and the proposed business combination is not consummated, this may result in an increased cost to shareholders. 
+10 
+Any request to convert or tender such shares once
+made, may be withdrawn at any time up to the vote on the proposed business combination or expiration of the tender offer. Furthermore,
+if a holder of a public share delivered its certificate in connection with an election of their conversion or tender and subsequently
+decides prior to the vote on the business combination or the expiration of the tender offer not to elect to exercise such rights, it may
+simply request that the transfer agent return the certificate (physically or electronically). 
+If the initial business combination is not approved
+or completed for any reason, then our public shareholders who elected to exercise their conversion or tender rights would not be entitled
+to convert their shares for the applicable pro rata share of the trust account. In such case, we will promptly return
+any shares delivered by public holders. 
+Redemption of Public Shares and Liquidation
+of Trust Account if No Business Combination 
+If we do not complete a business combination within
+15 months from the closing of the IPO, our third amended and restated memorandum and articles of association provide that we will:
+(i) as promptly as practicable cease all operations except for the purpose of making redemption and the subsequent winding up of
+the Company’s affairs; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem
+the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
+interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, divided by the number
+of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
+(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following
+such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in
+the case of clauses (ii) and (iii), to our obligations under BVI law to provide for claims of creditors and the requirements of other
+applicable law. If we are unable to consummate our initial business combination within such time period, we will, as promptly as possible
+but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds
+held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary
+to pay our taxes, then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of
+creditors which may take priority over the claims of our public shareholders. In the event of our liquidation and subsequent dissolution,
+the public rights will expire and will be worthless. 
+The amount in the trust account will be treated
+as funds distributable under the Companies Act provided that immediately following the date on which the proposed distribution is proposed
+to be made, we are able to pay our debts as they fall due in the ordinary course of business. If we are forced to liquidate the trust
+account, we anticipate that we would distribute to our public shareholders the amount in the trust account calculated as of the date that
+is two (2) days prior to the distribution date (including any accrued interest net of taxes payable and any portion thereof that
+is released to us). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by
+our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders
+with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought
+against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received
+by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and
+service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target
+business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may
+have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee
+that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would
+conclude that such agreements are legally enforceable. 
+Each of our initial shareholders and our officers
+and directors have agreed to waive their respective rights to participate in any liquidation of our trust account or other assets with
+respect to the insider shares and private units and to vote their insider shares, private shares and any public shares purchased in or
+after the IPO (other than shares acquired outside the redemption process in connection with our initial business combination, in compliance
+with Rule 14e-5 of the Exchange Act) in favor of any dissolution and plan of distribution which we submit to a vote of shareholders.
+There will be no distribution from the trust account with respect to our rights, which will expire worthless. 
+If we are unable to complete an initial business
+combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account, and without taking
+into account interest, if any, earned on the trust account, the initial per-share redemption price from the trust account would be
+$10.05. 
+11 
+The proceeds deposited in the trust account could,
+however, become subject to the claims of our creditors which would be prior to the claims of our public shareholders. Although we will
+seek to have all vendors, including lenders for money borrowed, prospective target businesses or other entities we engage execute agreements
+with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public
+shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be
+prevented from bringing claims against the trust account, including but not limited to, fraudulent inducement, breach of fiduciary responsibility
+or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
+a claim against our assets, including the funds held in the trust account. If any third party refused to execute an agreement waiving
+such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not
+to engage such third party and evaluate if such engagement would be in the best interest of our shareholders if such third party refused
+to waive such claims. Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement
+of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other
+consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing
+to provide the waiver. In any event, our management would perform an analysis of the alternatives available to it and would only enter
+into an agreement with a third party that did not execute a waiver if management believed that such third party’s engagement would
+be significantly more beneficial to us than any alternative. In addition, there is no guarantee that such entities will agree to waive
+any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not
+seek recourse against the trust account for any reason. 
+Our sponsor has agreed that, if we liquidate the
+trust account prior to the consummation of a business combination, it will be liable to pay debts and obligations to target businesses
+or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the
+net proceeds of the IPO not held in the trust account, but only to the extent necessary to ensure that such debts or obligations do not
+reduce the amounts in the trust account and only if such parties have not executed a waiver agreement. However, we cannot assure you that
+it will be able to satisfy those obligations if it is required to do so. Accordingly, the actual per-share redemption price could
+be less than $10.05 due to claims of creditors. Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy
+case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law,
+and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.
+To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public shareholders
+at least $10.05 per share. 
+Competition 
+In identifying, evaluating and selecting a target
+business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities
+are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many
+of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited
+when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could
+acquire with the net proceeds of the IPO, our ability to compete in acquiring certain sizable target businesses may be limited by our
+available financial resources. 
+The following also may not be viewed favorably
+by certain target businesses: 
+● our obligation to seek shareholder approval of a business
+combination or obtain the necessary financial information to be sent to shareholders in connection with such business combination may
+delay or prevent the completion of a transaction; 
+● our obligation to redeem public shares held by our public
+shareholders may reduce the resources available to us for a business combination; 
+● Nasdaq may require us to file a new listing application and
+meet its initial listing requirements to maintain the listing of our securities following a business combination; 
+● our outstanding rights and the potential future dilution
+they represent; 
+● our obligation to pay the deferred underwriting fees and
+commissions to the underwriters upon consummation of our initial business combination; 
+● our obligation to either repay or issue units upon conversion
+of up to $500,000 of working capital loans that may be made to us by our initial shareholders, officers, directors or their affiliates; 
+● our obligation to register the resale of the insider shares,
+as well as the private units (and underlying securities) and any securities issued to our initial shareholders, officers, directors or
+their affiliates upon conversion of working capital loans; and 
+● the impact on the target business’ assets as a result
+of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business
+combination. 
+12 
+Any of these factors may place us at a competitive
+disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity
+and potential access to the United States public equity markets may give us a competitive advantage over privately held entities
+having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms. 
+If we succeed in effecting a business combination,
+there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to
+a business combination, we will have the resources or ability to compete effectively. 
+Facilities 
+We maintain our principal executive office at
+2/F, Hang Seng Building, 200 Hennessy Road, Wanchai, Hong Kong. 
+Employees 
+We have two executive officers. These individuals
+are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary
+to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected
+for the business combination and the stage of the business combination process the company is in. Accordingly, once management locates
+a suitable target business to acquire, they will spend more time investigating such target business and negotiating and processing the
+business combination (and consequently spend more time to our affairs) than they would prior to locating a suitable target business. We
+presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which could
+range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move
+into serious negotiations with a target business for a business combination). We do not intend to have any full-time employees prior
+to the consummation of a business combination. 
+Periodic Reporting and Audited Financial Statements 
+We will register our units, ordinary shares and
+rights under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current
+reports with the SEC. In accordance with the requirements of the Exchange Act, our annual report will contain financial statements
+audited and reported on by our independent registered public accountants. 
+We will provide shareholders with audited financial
+statements of the prospective target business as part of any proxy solicitation sent to shareholders to assist them in assessing the target
+business. In all likelihood, the financial information included in the proxy solicitation materials will need to be prepared in accordance
+with U.S. GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in
+accordance with the standards of the PCAOB. The financial statements may also be required to be prepared in accordance with U.S. GAAP
+for the Form 8-K announcing the closing of an initial business combination, which would need to be filed within four business
+days thereafter. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have
+the necessary financial information. To the extent that this requirement cannot be met, we may not be able to acquire the proposed target
+business. 
+13 
+We will be required to comply with the internal
+control requirements of the Sarbanes-Oxley Act beginning for the fiscal year ending December 31, 2025. A target company may
+not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development
+of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary
+to complete any such acquisition. 
+We are an emerging growth company as defined
+in in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of
+certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging
+growth companies” including, but not limited to, not being required to comply with the independent registered public
+accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
+regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a
+non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
+approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our
+securities and the prices of our securities may be more volatile. We will remain such for up to five years. However, if we
+issue our non-convertible debt within a three-year period or our total revenues exceed $1.235 billion or the market
+value of our ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second
+fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an
+emerging growth company, we have elected, under Section 107(b) of the JOBS Act, to take advantage of the extended
+transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting
+standards. 
+Legal Proceedings 
+There is no material litigation, arbitration or
+governmental proceeding currently pending against us or any of our officers or directors in their capacity as such, and we and our officers
+and directors have not been subject to any such proceeding in the 12 months preceding the date of this report. 
+Enforceability of Civil Liabilities 
+There are enforcement risks related to civil liabilities
+due to our sponsor having ties to Hong Kong. Moreover, three of our five officers and directors are based in China, or have ties to the
+PRC and/or Hong Kong, namely Yangyujia An, our Chief Financial Officer and Director, and two of our independent directors, Zhengming Feng
+and Donghui Xu. Because of such ties of our sponsor, officers and directors to the PRC and/or Hong Kong, we may be governed by PRC laws
+and regulations. In addition, we may seek to acquire a company that is based in mainland China or Hong Kong in an initial business combination,
+in which circumstance the uncertainties in the interpretation and enforcement of PRC laws, rules and regulations would apply to us regardless
+of whether we have a VIE structure or direct ownership structure post-business combination. 
+There is uncertainty as to whether the courts
+of the mainland China or Hong Kong would recognize or enforce judgments of U.S. courts against the officers and directors predicated upon
+the civil liability provisions of the securities laws of the United States or any state. China does not have any treaties or other forms
+of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In Hong
+Kong, judgment of United States courts against us or against our directors or executive officers residing in Hong Kong, including those
+based on the civil liability provisions of the U.S. federal securities laws, will not be directly enforceable in Hong Kong. There are
+currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United
+States. 
+Furthermore, there would be additional costs and
+issues with bringing an original action in foreign courts against the combined company or the officers and directors to enforce liabilities
+based upon the U.S. Federal securities laws, and they still may be fruitless. 
+As a result of all of the above, public shareholders
+may find it more difficult to enforce liabilities and enforce judgments on individual directors and executive officers, and may have
+more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling
+shareholders than they would as public shareholders of a U.S. company. 
+14

raw/filings/0002020987/2024/0001213900-25-025559/item13.txt

@@ -0,0 +1,3 @@
+ITEM 13. 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
+31

raw/filings/0002020987/2025/0001683168-26-002441/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0002020987,YHNAU,YHN Acquisition I Ltd,2025,10-K,2026-03-31,2025-12-31,2026-03-31T11:49:19.000Z,0001683168-26-002441,yhn_i10k-123125.htm,FORM 10-K FOR DEC 2025,3758392,1,1,https://www.sec.gov/Archives/edgar/data/2020987/000168316826002441/yhn_i10k-123125.htm,https://www.sec.gov/Archives/edgar/data/2020987/000168316826002441/

raw/filings/0002020987/2025/0001683168-26-002441/item1.txt

@@ -0,0 +1,676 @@
+ITEM 1. BUSINESS 
+General 
+We are a newly incorporated blank check company
+formed in the British Virgin Islands as a business company with limited liability (meaning that our public shareholders have no liability,
+as shareholders of our company, for the liabilities of our company over and above the amount paid for their shares). We were formed for
+the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business
+combination with one or more businesses or entities, which we refer to as a “target business.” 
+We are based in Hong Kong. Our principal office
+is located in Hong Kong and our sponsor and a majority of our executive officers and directors are based in or have significant ties to
+the mainland China and/or Hong Kong. In addition, we may pursue or consummate an initial business combination with a company located or
+doing business in the PRC (including Hong Kong and Macau). Given the risks relating to doing business in Hong Kong and/or the PRC, we
+may be a less attractive partner to non-PRC or non-Hong Kong based target companies as compared to other SPACs that do not have
+ties to Hong Kong or the PRC, which may therefore limit the pool of acquisition candidates. 
+Our efforts to identify a prospective target business
+will not be limited to a particular industry or geographic location. 
+Business Combination Agreement with Mingde
+Technology Limited 
+On April 3, 2025, YHN has entered into a business
+combination agreement with Mingde Technology Limited, a Cayman Islands company (“Mingde”), (as amended and restated on June
+3, 2025 and as further amended by Amendment No. 1 and Amendment No. 2 thereto and may be further amended from time to time, the “Business
+Combination Agreement”), which provides for a business combination between YHN and Mingde (the “Business Combination”).
+Pursuant to the Business Combination Agreement, the Business Combination will be effected in two steps: (i) subject to the approval of
+the Reincorporation Merger and the relevant plan and articles of merger by the shareholders of YHN, YHN will merge with and into YHNA
+MS I LIMITED, a Cayman Islands exempted company incorporated as a wholly owned subsidiary of YHN (such company before the Business Combination
+is referred to as “NewCo” or “Purchaser” and upon and following the Acquisition Merger is hereinafter sometimes
+referred to as “PubCo”), with NewCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”);
+(ii) as soon as practicable promptly after the Reincorporation Merger, YHNA MS II Limited (“Merger Sub”), a Cayman Islands
+exempted company incorporated as a wholly owned subsidiary of NewCo, will be merged with and into Mingde, with Mingde remaining as the
+surviving entity, resulting in Mingde being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). 
+The aggregate consideration for the Acquisition
+Merger (the “Merger Consideration”) is $200,000,000 plus up to $80,000,000 worth of Earnout Consideration Shares (as defined
+below). The Merger Consideration will be paid in the form of (1) 20,000,000 newly issued ordinary shares, par value of $0.001 each, of
+PubCo (“PubCo Ordinary Shares”) valued at $10.00 per share, which is comprised of (A) 19,000,000 PubCo Ordinary Shares (the “Closing
+Payment Shares”) which shall be issued at the Closing and (B) 1,000,000 PubCo Ordinary Shares (the “Holdback Shares”)
+which shall be issued at the Closing and are subject to surrender and forfeiture for indemnification obligations under the Business Combination
+Agreement; and (2) an addition of up to 8,000,000 PubCo Ordinary Shares, for a total of $80,000,000 as additional contingent consideration
+(“Earnout Consideration Shares”, together with the Closing Payment Shares and the Holdback Shares, the “Merger Consideration
+Shares”). 
+The Earnout Consideration Shares can be earned
+for meeting three earnout milestones and, if such milestones are achieved, will be released to the Mingde shareholders over a three-year
+period following the closing date of the Business Combination as follows: 
+· 
+First Earnout Milestone – 3,000,000 Earnout Consideration Shares shall become payable upon the closing price of PubCo’s ordinary shares, as reported on The Nasdaq Stock Market LLC (or any other national securities exchange on which such shares are then listed), reaching or exceeding $15.00 per share for 60 consecutive trading days occurring at any time during the three-year period commencing on the closing date. 
+1 
+· 
+Second Earnout Milestone – 3,000,000 Earnout Consideration Shares shall become payable upon the closing price of PubCo’s ordinary shares, as reported on The Nasdaq Stock Market LLC (or any other national securities exchange on which such shares are then listed), reaching or exceeding $20.00 per share for 60 consecutive trading days occurring at any time during the three-year period commencing on the closing date. 
+· 
+Third Earnout Milestone – 2,000,000 Earnout Consideration Shares shall become payable upon the closing price of PubCo’s ordinary shares, as reported on The Nasdaq Stock Market LLC (or any other national securities exchange on which such shares are then listed), reaching or exceeding $25.00 per share for 60 consecutive trading days occurring at any time during the three-year period commencing on the closing date. 
+For the avoidance of doubt, any of the above earnout
+milestones can be achieved over periods of 60 consecutive trading days that overlap in whole or in part. 
+On June 3, 2025, the parties to the Business Combination
+Agreement entered into an amended and restated Business Combination Agreement to refine the Merger Consideration components and to incorporate
+mechanisms for the Earnout Consideration Shares. 
+On November 7, 2025, the parties to the amended
+and restated Business Combination Agreement entered into Amendment No. 1 to the amended and restated Business Combination Agreement to
+further adjust the aggregate consideration for the Acquisition Merger and to adjust mechanisms for the Earnout Consideration Shares. 
+On December 8, 2025, the Company had entered into
+an amendment (the “Trust Amendment”) to the investment management trust agreement, dated as of September 17, 2024, by and
+between the Company and Continental Stock Transfer & Trust Company, to provide the Company with the discretion to extend the date
+on which to commence liquidating the trust account (the “Trust Account”) established in connection with the Company’s
+initial public offering (the “IPO”) by three (3) times for an additional three (3) months each time from December 19, 2025
+to September 19, 2026 by depositing into the trust account an aggregate amount of $150,000 for each three-month extension. The Company
+filed the fourth amended and restated memorandum and articles of association on December 8, 2025, giving the Company the right to extend
+the date by which the Company has to consummate a business combination from December 19, 2025 (the date that is 15 months from the closing
+date of the IPO) to September 19, 2026 (the date that is 24 months from the closing date of the IPO). 
+On December 15, 2025, the parties to the Business
+Combination Agreement further entered into an Amendment No. 2 to the Business Combination Agreement, which serves to amend the Business
+Combination Agreement to extend the Outside Closing Date (as defined in the Business Combination Agreement) to June 19, 2026. 
+On April 29, 2025, each of NewCo and Merger Sub was
+incorporated under the laws of the Cayman Islands as an exempted company. On May 8, 2025, each of NewCo, Merger Sub, YHN and Mingde executed
+that certain Joinder Agreement to the Business Combination Agreement (the “Joinder Agreement”), whereby each of NewCo and
+Merger Sub have agreed, effective upon execution, that it shall become a party to the Business Combination Agreement and shall be fully
+bound by, and subject to, all of the covenants, terms, representations, warranties, rights, obligations and conditions of the Business
+Combination Agreement as though an original party thereto. 
+For further details about the Business Combination
+Agreement, please refer to the registration statement on Form F-4 (Registration No. 333-287849) filed by YHNA MS I LIMITED with the SEC. 
+PIPE Investment 
+In connection with the transactions contemplated
+by the Business Combination Agreement, it is expected that YHN will use commercially reasonable efforts to enter into subscription agreements,
+in the form and substance as reasonably agreed upon by YHN and Mingde (the “Subscription Agreements”), with certain investors
+providing for aggregate investments in of YHNA Shares through private placement, and/or backstop or redemption waiver arrangements with
+potential investors, in an aggregate amount to exceed Ten Million Dollars ($10,000,000) at a price per share not less than $9.00, in each
+case on terms mutually agreeable to the YHN and Mingde (the “PIPE Investment”). Mingde shall, and shall cause its affiliates
+to, use commercially reasonable efforts to cause their respective representatives to, cooperate with YHN and their respective representatives
+in connection with such PIPE Investment. 
+2 
+Competitive Strengths 
+We intend to capitalize on our competitive advantages,
+as described below, to find a suitable target company: 
+Experienced Management Team 
+We have a strong team with years of operational,
+financial and leadership experience successfully managing and running a variety of corporations in Asia. 
+Our Chief Executive Officer Ms. Christy Poon brings
+extensive expertise in mergers & acquisitions, intellectual property, public relations, and media marketing. She is a Partner at Norwich
+Capital Limited, where she oversees corporate reorganization, fundraising, IP asset management, and advisory on U.S. public listings across
+Asia. Her prior leadership roles include Vice President of Corporate Affairs & Operations at XIC Innovation Limited and General Manager
+positions at JM Production and JM Network, complemented by early experience in public relations and advanced academic credentials in business,
+communications, and mediation. 
+Ms. Yangyujia An, our Chief Financial Officer,
+is the vice-chairperson of Norwich Capital Limited, a boutique firm that focuses on SPACs and provides services including sponsoring
+and listing support of SPACs. Prior to that, she also worked as an investment manager at Norwich Investment Limited. We believe that Ms.
+An’s experiences, in particular those in relation to SPACs, will be valuable for our initial business combination activities. 
+Our management team has been actively
+involved in operating, advising, and expanding many companies. Their executive leadership, operational oversight, strategic
+management will boost investor confidence in the team’s ability to complete a successful business combination. We believe our
+management team is well-positioned to take advantage of growing acquisition opportunities. 
+Strong Board of Directors 
+We have recruited an accomplished group of leaders
+to serve as members of our board of directors. Our board of directors comes from a plethora of industries where they serve as leaders,
+advisors, directors, and board members for public companies, private companies, and leading venture capital firms in Asia. 
+Mr. Zhengming Feng, our chairman and independent
+director, was a former Managing Director of SB China Venture Capital (SBCVC), a leading venture capital firm that manages both USD and
+RMB funds investing in high-tech, high growth companies in TMT, clean technology, healthcare, consumer/retail, and advanced manufacturing.
+His skills in managing businesses, investment, and strategic management will be a great asset for the target company. 
+Mr. Donghui Xu, one of our independent directors,
+has an extensive background in investment, private equity, and the venture capital industry. We hope to leverage his leadership experience
+in multiple prominent companies to support our management team as they guide the target company into public markets. 
+Ms. Min Zhang, one of our independent directors,
+has strong expertise in SPAC and IPO listings. Her prior experience with de-SPAC transactions will add great value as we identify
+and pursue potential targets to complete a business combination. 
+Our team has extensive experience in identifying,
+screening, acquiring, and managing companies. We believe these are the skill sets that are essential for a successful management team.
+With our board of directors’ deep understanding and experience of various industries, we could effectively position our investment
+strategy, evaluation of potential acquisition candidates and complete our initial business combination. 
+Strong and Extensive Network to Source a Suitable
+Target Company 
+We believe our team’s operating and transaction
+experience and relationships with companies will provide us with many potential business combination targets. Over the course of their
+careers, they have served in a variety of capacities, allowing them to expand their network in both Asia and the United States. These
+contacts and sources include those in government, private and public companies, private equity and venture capital funds, investment bankers,
+attorneys, and accountants. 
+3 
+Strong M&A Expertise and de-SPAC Experience 
+In addition to supporting us in the areas of investment
+strategy and improving the company’s processes, our team also has experience in M&A and fundraising. Our team consists of seasoned
+professionals with significant M&A, capital markets, finance, and private equity experience across a wide variety of industries and
+market conditions and have proven track records of producing high returns for investors. 
+Acquisition Strategy and Investment Criteria 
+Our efforts to identify a prospective target business
+will not be limited to any particular industry or geographic region. 
+We intend to look for target company which possesses
+the following core values: 
+● 
+Strong management team: We are looking for a strong group of individuals who have a strong track record of creating value. We will assess their leadership capabilities and their ability to grow the company. 
+● 
+Strong portfolio of investors: We seek a company that has well-known and trusted investors, hedge funds and private equity firms supporting them. This is an indication of investors’ confidence in the company’s potential to grow. 
+● 
+Potential to have recurring revenue: We are looking for a company that is currently generating or will generate significant cash flow through existing products, new product development, increased efficiency, and reduced costs. 
+● 
+Benefits from being publicly traded: We intend to acquire a company that will effectively utilize their public profile to get access to capital, expand their customer base, improve their investor portfolio to grow. 
+● 
+Appropriate valuations and upside potential: We will conduct rigorous due diligence and apply valuation-metrics to create the most appropriate valuation for the company. We are seeking to acquire a company that will have a strong upside potential to increase their valuation. 
+● 
+Strategic management and long-term planning: We intend to acquire a company which strategically plan ahead and are continually assessing and ensuring that their work is aligned with their strategic goals. Long-term planning allows companies to have sustainable operations in the long run and ensures that they can deliver on their promises to the investors. 
+4 
+● 
+Innovative-led approach and risk management: We believe that balancing risk and encouraging creative insights will drive a company’s growth and that differentiated ideas bring new categories into the market to address growing customer needs. Therefore, we are seeking for a company that prioritizes innovation and can recognize which ideas to support and scale. 
+Our sponsor believes that conducting comprehensive
+due diligence on prospective investments is particularly important within the technology industry. In evaluating a prospective initial
+business combination, we expect to conduct a thorough diligence review that will encompass, among other things, meetings with incumbent
+management and employees, document reviews, inspection of facilities, financial analyses, and technology reviews, as well as a review
+of other information that will be made available to us. 
+We are not prohibited from pursuing an initial
+business combination with a company that is affiliated with our sponsor, our officers, or our directors, subject to certain approvals
+and consents. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers,
+or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is
+a member of FINRA or an independent accounting firm that our initial business combination is fair to us from a financial point of view. 
+Members of our management team may directly or
+indirectly own our securities, and accordingly, they may have a conflict of interest in determining whether a particular target business
+is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may
+have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers
+and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 
+Each of our officers and directors presently has,
+and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities
+pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our
+fourth amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity
+offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity
+as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and
+would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without
+violating another legal obligation. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity
+which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will
+honor his or her obligations and duties to present such business combination opportunity to such entities first, and only present it to
+us if such entities reject the opportunity and he or she determines to present the opportunity to us. We do not believe, however, that
+the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete
+our initial business combination. 
+Effecting a Business Combination 
+General 
+We are not presently engaged in, and we will not
+engage in, any substantive commercial business for an indefinite period of time following the IPO. We intend to utilize cash derived from
+the proceeds of the IPO and the private placement of private units, our share capital, debt or a combination of these in effecting a business
+combination. Although substantially all of the net proceeds of the IPO and the private placement of private units are intended to be applied
+generally toward effecting a business combination, the proceeds are not otherwise being designated for any more specific purposes. Accordingly,
+investors are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations.
+A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but
+which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking
+a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various U.S. Federal
+and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be in its early
+stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we
+will probably have the ability, as a result of our limited resources, to effect only a single business combination. 
+5 
+We Have Identified a Target Business 
+As discussed above, we have entered into a business
+combination agreement with Mingde. 
+Except as discussed above, we have not selected
+any other target business on which to concentrate our search for a business combination, and none of our officers, directors, initial
+shareholders and other affiliates has engaged in discussions on our behalf with representatives of other companies regarding the possibility
+of a potential merger, share exchange, asset acquisition or other similar business combination with us, nor have we, nor any of our agents
+or affiliates, been approached by any candidates (or representatives of any candidates) with respect to a possible business combination
+with our company. 
+Subject to the limitations that a target business
+have a fair market value of at least 80% of the balance in the trust account (excluding any deferred underwriting fees and commissions
+and taxes payable on the income earned on the trust account, and net of funds previously released to the company to pay our taxes) at
+the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, we will have
+virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. We have not established any other
+specific attributes or criteria (financial or otherwise) for prospective target businesses. Accordingly, there is no basis for investors
+to evaluate the possible merits or risks of the target business with which we may ultimately complete a business combination. To the extent
+we effect a business combination with a company or an entity in its early stage of development or growth, including entities without established
+records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of early stage or potential
+emerging growth companies. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot
+assure you that we will properly ascertain or assess all significant risk factors. 
+Sources of Target Businesses 
+We anticipate that target business candidates
+will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity
+funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought
+to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce
+us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have read the prospectus
+related to the IPO and know what types of businesses we are targeting. Our officers and directors, as well as their respective affiliates,
+may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal
+or informal inquiries or discussions they may have, as well as attending trade shows or conventions. While we do not presently anticipate
+engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may
+engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation
+to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will any of our existing
+officers, directors, special advisors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s
+fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business
+combination (regardless of the type of transaction). If we decide to enter into a business combination with a target business that is
+affiliated with our officers, directors or initial shareholders, we will do so only if we have obtained an opinion from an independent
+investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view. However,
+as of the date of this report, there is no affiliated entity that we consider a business combination target. 
+Selection of a Target Business and Structuring
+of a Business Combination 
+Subject to the limitations that a target business
+have a fair market value of at least 80% of the balance in the trust account (excluding any deferred underwriting fees and commissions
+and taxes payable on the income earned on the trust account, and net of funds previously released to the company to pay our taxes) at
+the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, our management
+will have virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any other
+specific attributes or criteria (financial or otherwise) for prospective target businesses. 
+6 
+We believe such factors will be important in evaluating
+prospective target businesses, regardless of the location or industry in which such target business operates. However, this list is not
+intended to be exhaustive. Furthermore, we may decide to enter into a business combination with a target business that does not meet these
+criteria and guidelines. 
+Any evaluation relating to the merits of a particular
+business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our
+management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we
+will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection
+of facilities, as well as review of financial and other information which is made available to us. This due diligence review will be conducted
+either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage any such third
+parties. 
+The time and costs required to select and evaluate
+a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty.
+Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination
+is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination. 
+Fair Market Value of Target Business 
+Pursuant to Nasdaq listing rules, the target business
+or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust
+account (excluding any deferred underwriting fees and commissions and taxes payable on the income earned on the trust account, and net
+of funds previously released to the company to pay our taxes) at the time of the execution of a definitive agreement for our initial business
+combination, although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance.
+We currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or
+businesses. We may, however, structure a business combination where we merge directly with the target business or where we acquire less
+than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders
+or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or
+more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not
+to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or
+acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a
+minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination
+transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the
+outstanding capital of a target. In this case, we could acquire a 100% controlling interest in the target. However, as a result of the
+issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less
+than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests
+or assets of a target business or businesses are owned or acquired by the post-transaction company, only the portion of such business
+or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, assuming that we obtain and
+maintain a listing for our securities on Nasdaq. In order to consummate such an acquisition, we may issue a significant amount of
+our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt
+or equity securities. Since we have no specific business combination under consideration, we have not entered into any such fund-raising arrangement
+and have no current intention of doing so. The fair market value of the target business will be determined by our board of directors based
+upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or
+book value). If our board is not able to independently determine that the target business has a sufficient fair market value, we will
+obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation
+opinions on the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. We will not be required
+to obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions
+on the type of target business we are seeking to acquire, as to the fair market value if our board of directors independently determines
+that the target business complies with the 80% threshold. 
+7 
+We will not be required to comply with the 80%
+fair market value requirement if we are delisted from Nasdaq. If Nasdaq delists our securities from trading on its exchange, we would
+not be required to satisfy the fair market value requirement described above and could complete a business combination with a target business
+having a fair market value substantially below 80% of the balance in the trust account. 
+Lack of Business Diversification 
+Our business combination must be with a target
+business or businesses that collectively satisfy the minimum valuation standard at the time of such acquisition, as discussed above, although
+this process may entail the simultaneous acquisitions of several operating businesses at the same time. Therefore, at least initially,
+the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which
+may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single
+industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks
+or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may: 
+● 
+subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and 
+● 
+result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services. 
+If we determine to simultaneously acquire several
+businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its
+business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our
+ability, to complete the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens
+and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional
+risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
+business. 
+Limited Ability to Evaluate the Target Business’
+Management 
+Although we intend to scrutinize the management
+of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment
+of the target business’ management will prove to be correct. In addition, we cannot assure you that the future management will have
+the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors,
+if any, in the target business following a business combination cannot presently be stated with any certainty. While it is possible that
+some of our key personnel will remain associated in senior management or advisory positions with us following a business combination,
+it is unlikely that they will devote their full-time efforts to our affairs subsequent to a business combination. Moreover, they
+would only be able to remain with the company after the consummation of a business combination if they are able to negotiate employment
+or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation
+of the business combination and could provide for them to receive compensation in the form of cash payments and/or our securities for
+services they would render to the company after the consummation of the business combination. While the personal and financial interests
+of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company
+after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed
+with any potential business combination. Additionally, our officers and directors may not have significant experience or knowledge relating
+to the operations of the particular target business. 
+8 
+Following a business combination, we may seek
+to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the
+ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or
+experience necessary to enhance the incumbent management. 
+Shareholders May Not Have the Ability to
+Approve an Initial Business Combination 
+In connection with any proposed business combination,
+we will either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which public
+shareholders may seek to convert their public shares, regardless of whether they vote for or against or abstain from voting on the proposed
+business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of
+taxes payable on the income earned on the trust account and funds previously released to the company to pay our taxes) or (2) provide
+our public shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need
+for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust
+account (net of taxes payable on the income earned on the trust account and funds previously released to the company to pay our taxes),
+in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial shareholders have agreed, pursuant
+to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the
+aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured
+so that each shareholder may tender any or all of his, her or its public shares rather than some pro rata portion of
+his, her or its shares. The decision as to whether we will seek shareholder approval of a proposed business combination or will allow
+shareholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction,
+or whether the terms of the transaction would otherwise require us to seek shareholder approval. If we so choose and we are legally permitted
+to do so, we have the flexibility to avoid a shareholder vote and allow our shareholders to sell their shares pursuant to Rule 13e-4 and
+Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents with
+the SEC which will contain substantially the same financial and other information about the initial business combination as is required
+under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least
+$5,000,001 (after payment of underwriting fees and commissions and net of taxes payable on the income earned on the trust account and
+funds previously released to the company to pay our taxes) upon such consummation and, solely if we seek shareholder approval, a majority
+of the issued and outstanding ordinary shares voted are voted in favor of the business combination. 
+We chose our net tangible asset threshold of $5,000,001
+to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an
+initial business combination with a target business that imposes any type of working capital closing condition or requires us to have
+a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset
+threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares
+converted or sold to us) and may force us to seek third party financing which may not be available on terms acceptable to us or at all.
+As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target
+within the applicable time period, if at all. Public shareholders may therefore have to wait 24 months (assuming full extension)
+from the closing of the IPO in order to be able to receive a pro rata share of the trust account. 
+Our initial shareholders and our officers and
+directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed business combination, (2) not to
+convert any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination and (3) not
+sell any ordinary shares in any tender in connection with a proposed initial business combination. As a result, if we sought shareholder
+approval of a proposed transaction we could need as little as 187,501 of our public shares (or approximately 3.1% of our public shares)
+to be voted in favor of the transaction in order to have such transaction approved (assuming that only a quorum was present at the meeting,
+and that the insiders do not purchase any units or shares in the after-market). 
+Permitted Purchases of Our Securities 
+If we seek shareholder approval of our initial
+business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
+rules, our sponsor, initial shareholders, directors, officers or their affiliates may purchase shares in privately negotiated transactions
+or in the open market either prior to or following the completion of our initial business combination. 
+9 
+Additionally, at any time at or prior to our
+initial business combination, subject to applicable securities laws (including with respect to material non-public information ), our
+sponsor, initial shareholders, directors, officers or their affiliates may enter into transactions with investors and others to
+provide them incentives to acquire public shares, vote their public shares in favor of our initial business combination or not
+redeem their public shares. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or
+their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have
+no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any
+such transactions. None of the funds held in the trust account will be used to purchase shares in such transactions. If they engage
+in such transactions, they will not make any such purchases when they are in possession of any material non-public information
+not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as
+amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to
+the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the
+Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules,
+the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the
+Exchange Act to the extent such purchasers are subject to such reporting requirements. Our sponsor, directors, officers, advisors or
+any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the
+Exchange Act, which are rules designed to stop potential manipulation of a company’s stock. 
+In addition, our officers, directors, initial
+shareholders and their affiliates would structure such purchases to be in compliance with the requirements of Rule 14e-5 under
+the Exchange Act, including, in pertinent part, through adherence to the following: 
+● 
+our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, directors, officers, advisors or their affiliates may purchase shares from public stockholders outside the redemption process, along with the purpose of such purchases; 
+● 
+if our sponsor, directors, officers, advisors or their affiliates were to purchase shares from public stockholders, they would do so at a price no higher than the price offered through our redemption process; 
+● 
+our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination transaction; 
+● 
+our sponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and 
+● 
+we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items: 
+● 
+the amount of our securities purchased outside of the redemption offer by our sponsor, directors, officers, advisors or their affiliates, along with the purchase price; 
+● 
+the purpose of the purchases by our sponsor, directors, officers, advisors or their affiliates; 
+● 
+the impact, if any, of the purchases by our sponsor, directors, officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved; 
+10 
+● 
+the identities of company security holders who sold to our sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of company security holders ( e.g ., 5% security holders) who sold to our sponsor, directors, officers, advisors or their affiliates; and 
+● 
+the number of company securities for which we received redemption requests pursuant to its redemption offer. 
+Our sponsor, initial shareholders, directors,
+officers and their affiliates anticipate that they may identify the shareholders with whom our sponsor, initial shareholders, directors,
+officers and their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our
+receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with our initial business
+combination. To the extent that our sponsor, initial shareholders, directors, officers and their affiliates enter into a private transaction,
+they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares
+for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already
+submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the meeting
+related to our initial business combination. Our sponsor, initial shareholders, directors, officers and their affiliates will select which
+shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant,
+and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal
+securities laws, as described above. 
+The purpose of any such purchases could be to
+(1) increase the likelihood of obtaining shareholder approval of the business combination or (2) satisfy a closing condition in an agreement
+with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,
+where it appears that such requirement would otherwise not be met. Any such purchases may result in the completion of our initial business
+combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our
+ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain
+or obtain the quotation, listing or trading of our securities on a national securities exchange. 
+Conversion/Tender Rights 
+At any meeting called to approve an initial business
+combination, public shareholders may seek to convert their public shares, regardless of whether they vote for or against or abstain from
+voting on the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the
+trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial shareholders have agreed, pursuant
+to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the
+aggregate amount then on deposit in the trust account. The redemption rights will be effected under our fourth amended and restated memorandum
+and articles of association and British Virgin Islands law as redemptions. If we hold a meeting to approve an initial business combination,
+a holder will always have the ability to vote against a proposed business combination and not seek conversion of its shares. 
+Alternatively, if we engage in a tender offer,
+each public shareholder will be provided the opportunity to sell his public shares to us in such tender offer. The tender offer rules
+require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would
+need to provide holders to determine whether they want to sell their public shares to us in the tender offer or remain an investor in
+our company. 
+Our initial shareholders, officers and directors
+will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether acquired prior to the
+IPO or purchased by them in the IPO or in the aftermarket. 
+11 
+We may also require public shareholders, whether
+they are a record holder or hold their shares in “street name,” to either tender their certificates (if any) to our transfer
+agent or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal
+At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination. Once the shares are
+converted by the holder, and effectively redeemed by us under BVI law, the share registrar in the BVI will then update our register of
+members to reflect all conversions. The proxy solicitation materials that we will furnish to shareholders in connection with the vote
+for any proposed business combination will indicate whether we are requiring shareholders to satisfy such delivery requirements. Accordingly,
+a shareholder would have from the time our proxy statement is mailed through the vote on the business combination to deliver his shares
+if he wishes to seek to exercise his redemption rights. Under our fourth amended and restated memorandum and articles of association,
+we will be required to provide at least 7 clear calendar days’ advance notice of any shareholder meeting, which would be the
+minimum amount of time a shareholder would have to determine whether to exercise redemption rights. As a result, if we require public
+shareholders who wish to convert their ordinary shares into the right to receive a pro rata portion of the funds in the
+trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver
+their shares for conversion. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain our
+securities when they otherwise would not want to. 
+There is a nominal cost associated with this tendering
+process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the
+tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee
+would be incurred regardless of whether or not we require holders seeking to exercise redemption rights. The need to deliver shares is
+a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event
+we require shareholders seeking to exercise redemption rights to deliver their shares prior to the consummation of the proposed business
+combination and the proposed business combination is not consummated, this may result in an increased cost to shareholders. 
+Any request to convert or tender such shares once
+made, may be withdrawn at any time up to the vote on the proposed business combination or expiration of the tender offer. Furthermore,
+if a holder of a public share delivered its certificate in connection with an election of their conversion or tender and subsequently
+decides prior to the vote on the business combination or the expiration of the tender offer not to elect to exercise such rights, it may
+simply request that the transfer agent return the certificate (physically or electronically). 
+If the initial business combination is not approved
+or completed for any reason, then our public shareholders who elected to exercise their conversion or tender rights would not be entitled
+to convert their shares for the applicable pro rata share of the trust account. In such case, we will promptly return
+any shares delivered by public holders. 
+Redemption of Public Shares and Liquidation
+of Trust Account if No Business Combination 
+If we do not complete a business combination within
+24 months from the closing of the IPO (assuming full extension), our fourth amended and restated memorandum and articles of association
+provide that we will: (i) as promptly as practicable cease all operations except for the purpose of making redemption and the subsequent
+winding up of the Company’s affairs; (ii) as promptly as reasonably possible, but not more than ten business days thereafter,
+redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
+including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, divided by
+the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as
+shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible
+following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject
+in the case of clauses (ii) and (iii), to our obligations under BVI law to provide for claims of creditors and the requirements of
+other applicable law. If we are unable to consummate our initial business combination within such time period, we will, as promptly as
+possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the
+funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary
+to pay our taxes, then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of
+creditors which may take priority over the claims of our public shareholders. In the event of our liquidation and subsequent dissolution,
+the public rights will expire and will be worthless. 
+12 
+The amount in the trust account will be treated
+as funds distributable under the Companies Act provided that immediately following the date on which the proposed distribution is proposed
+to be made, we are able to pay our debts as they fall due in the ordinary course of business. If we are forced to liquidate the trust
+account, we anticipate that we would distribute to our public shareholders the amount in the trust account calculated as of the date that
+is two (2) days prior to the distribution date (including any accrued interest net of taxes payable and any portion thereof that
+is released to us). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by
+our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders
+with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought
+against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received
+by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and
+service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target
+business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may
+have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee
+that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would
+conclude that such agreements are legally enforceable. 
+Each of our initial shareholders and our officers
+and directors have agreed to waive their respective rights to participate in any liquidation of our trust account or other assets with
+respect to the insider shares and private units and to vote their insider shares, private shares and any public shares purchased in or
+after the IPO (other than shares acquired outside the redemption process in connection with our initial business combination, in compliance
+with Rule 14e-5 of the Exchange Act) in favor of any dissolution and plan of distribution which we submit to a vote of shareholders.
+There will be no distribution from the trust account with respect to our rights, which will expire worthless. 
+If we are unable to complete an initial business
+combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account, and without taking
+into account interest, if any, earned on the trust account, the initial per-share redemption price from the trust account would
+be $10.05. 
+The proceeds deposited in the trust account could,
+however, become subject to the claims of our creditors which would be prior to the claims of our public shareholders. Although we will
+seek to have all vendors, including lenders for money borrowed, prospective target businesses or other entities we engage execute agreements
+with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public
+shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be
+prevented from bringing claims against the trust account, including but not limited to, fraudulent inducement, breach of fiduciary responsibility
+or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
+a claim against our assets, including the funds held in the trust account. If any third party refused to execute an agreement waiving
+such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not
+to engage such third party and evaluate if such engagement would be in the best interest of our shareholders if such third party refused
+to waive such claims. Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement
+of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other
+consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing
+to provide the waiver. In any event, our management would perform an analysis of the alternatives available to it and would only enter
+into an agreement with a third party that did not execute a waiver if management believed that such third party’s engagement would
+be significantly more beneficial to us than any alternative. In addition, there is no guarantee that such entities will agree to waive
+any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not
+seek recourse against the trust account for any reason. 
+Our sponsor has agreed that, if we liquidate the
+trust account prior to the consummation of a business combination, it will be liable to pay debts and obligations to target businesses
+or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the
+net proceeds of the IPO not held in the trust account, but only to the extent necessary to ensure that such debts or obligations do not
+reduce the amounts in the trust account and only if such parties have not executed a waiver agreement. However, we cannot assure you that
+it will be able to satisfy those obligations if it is required to do so. Accordingly, the actual per-share redemption price could
+be less than $10.05 due to claims of creditors. Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy
+case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law,
+and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.
+To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public shareholders
+at least $10.05 per share. 
+13 
+Competition 
+In identifying, evaluating and selecting a target
+business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities
+are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many
+of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited
+when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could
+acquire with the net proceeds of the IPO, our ability to compete in acquiring certain sizable target businesses may be limited by our
+available financial resources. 
+The following also may not be viewed favorably
+by certain target businesses: 
+● 
+our obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders in connection with such business combination may delay or prevent the completion of a transaction; 
+● 
+our obligation to redeem public shares held by our public shareholders may reduce the resources available to us for a business combination; 
+● 
+Nasdaq may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities following a business combination; 
+● 
+our outstanding rights and the potential future dilution they represent; 
+● 
+our obligation to pay the deferred underwriting fees and commissions to the underwriters upon consummation of our initial business combination; 
+● 
+our obligation to either repay or issue units upon conversion of up to $500,000 of working capital loans that may be made to us by our initial shareholders, officers, directors or their affiliates; 
+● 
+our obligation to register the resale of the insider shares, as well as the private units (and underlying securities) and any securities issued to our initial shareholders, officers, directors or their affiliates upon conversion of working capital loans; and 
+● 
+the impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business combination. 
+Any of these factors may place us at a competitive
+disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity
+and potential access to the United States public equity markets may give us a competitive advantage over privately held entities
+having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms. 
+If we succeed in effecting a business combination,
+there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to
+a business combination, we will have the resources or ability to compete effectively. 
+Facilities 
+We maintain our principal executive office at
+2/F, Hang Seng Building, 200 Hennessy Road, Wanchai, Hong Kong. 
+14 
+Employees 
+We have two executive officers. These individuals
+are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary
+to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected
+for the business combination and the stage of the business combination process the company is in. Accordingly, once management locates
+a suitable target business to acquire, they will spend more time investigating such target business and negotiating and processing the
+business combination (and consequently spend more time to our affairs) than they would prior to locating a suitable target business. We
+presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which could
+range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move
+into serious negotiations with a target business for a business combination). We do not intend to have any full-time employees prior
+to the consummation of a business combination. 
+Periodic Reporting and Audited Financial Statements 
+We will register our units, ordinary shares and
+rights under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current
+reports with the SEC. In accordance with the requirements of the Exchange Act, our annual report will contain financial statements
+audited and reported on by our independent registered public accountants. 
+We will provide shareholders with audited financial
+statements of the prospective target business as part of any proxy solicitation sent to shareholders to assist them in assessing the
+target business. In all likelihood, the financial information included in the proxy solicitation materials will need to be prepared in
+accordance with U.S. GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be
+audited in accordance with the standards of the PCAOB. The financial statements may also be required to be prepared in accordance
+with U.S. GAAP for the Form 8-K announcing the closing of an initial business combination, which would need to be filed
+within four business days thereafter. We cannot assure you that any particular target business identified by us as a potential acquisition
+candidate will have the necessary financial information. To the extent that this requirement cannot be met, we may not be able to acquire
+the proposed target business. 
+We will be required to comply with the internal
+control requirements of the Sarbanes-Oxley Act beginning for the fiscal year ending December 31, 2025. A target company may
+not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development
+of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary
+to complete any such acquisition. 
+We are an emerging growth company as defined in
+in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions
+from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”
+including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements
+of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
+and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder
+approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result,
+there may be a less active trading market for our securities and the prices of our securities may be more volatile. We will remain such
+for up to five years. However, if we issue our non-convertible debt within a three-year period or our total revenues exceed
+$1.235 billion or the market value of our ordinary shares that are held by non-affiliates exceeds $700 million on the last day
+of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year.
+As an emerging growth company, we have elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition
+period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. 
+Legal Proceedings 
+There is no material litigation, arbitration or
+governmental proceeding currently pending against us or any of our officers or directors in their capacity as such, and we and our officers
+and directors have not been subject to any such proceeding in the 12 months preceding the date of this report. 
+15 
+Enforceability of Civil Liabilities 
+There are enforcement risks related to civil liabilities
+due to our sponsor having ties to Hong Kong. Moreover, three of our five officers and directors are based in China, or have ties to the
+PRC and/or Hong Kong, namely Yangyujia An, our Chief Financial Officer and Director, and two of our independent directors, Zhengming Feng
+and Donghui Xu. Because of such ties of our sponsor, officers and directors to the PRC and/or Hong Kong, we may be governed by PRC laws
+and regulations. In addition, we may seek to acquire a company that is based in mainland China or Hong Kong in an initial business combination,
+in which circumstance the uncertainties in the interpretation and enforcement of PRC laws, rules and regulations would apply to us regardless
+of whether we have a VIE structure or direct ownership structure post-business combination. 
+There is uncertainty as to whether the courts
+of the mainland China or Hong Kong would recognize or enforce judgments of U.S. courts against the officers and directors predicated upon
+the civil liability provisions of the securities laws of the United States or any state. China does not have any treaties or other forms
+of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In Hong
+Kong, judgment of United States courts against us or against our directors or executive officers residing in Hong Kong, including those
+based on the civil liability provisions of the U.S. federal securities laws, will not be directly enforceable in Hong Kong. There are
+currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United
+States. 
+Furthermore, there would be additional costs and
+issues with bringing an original action in foreign courts against the combined company or the officers and directors to enforce liabilities
+based upon the U.S. Federal securities laws, and they still may be fruitless. 
+As a result of all of the above, public shareholders
+may find it more difficult to enforce liabilities and enforce judgments on individual directors and executive officers, and may have more
+difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling
+shareholders than they would as public shareholders of a U.S. company.

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+ITEM 13. 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
+35

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+class_10k.htm 
+0002022308 false --12-31 FY 2024 0 false .0001 .0001 .0001 0 0 100 0 0 false false false false 0 0 100 0 0 0002022308 2024-05-03 2024-12-31 0002022308 us-gaap:SubsequentEventMember class:PIPEInvestorMember 2025-04-01 2025-04-04 0002022308 us-gaap:SubsequentEventMember class:ClassBMember 2025-04-01 2025-04-04 0002022308 us-gaap:SubsequentEventMember 2025-04-01 2025-04-04 0002022308 us-gaap:SubsequentEventMember us-gaap:SeriesAPreferredStockMember 2025-04-01 2025-04-04 0002022308 us-gaap:SubsequentEventMember class:ClassAMember 2025-04-01 2025-04-04 0002022308 class:ClassBOrdinarySharesMember 2024-12-31 0002022308 class:ClassAOrdinarySharesMember 2024-12-31 0002022308 class:PreferredSharesMember 2024-12-31 0002022308 2023-01-01 2023-12-31 0002022308 class:ClassAMember 2024-05-03 2024-12-31 0002022308 class:ClassBMember 2024-05-03 2024-12-31 0002022308 us-gaap:RetainedEarningsMember 2024-12-31 0002022308 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0002022308 class:CommonStockClassBMember 2024-12-31 0002022308 us-gaap:RetainedEarningsMember 2024-05-03 2024-12-31 0002022308 us-gaap:AdditionalPaidInCapitalMember 2024-05-03 2024-12-31 0002022308 class:CommonStockClassBMember 2024-05-03 2024-12-31 0002022308 2024-05-02 0002022308 us-gaap:RetainedEarningsMember 2024-05-02 0002022308 us-gaap:AdditionalPaidInCapitalMember 2024-05-02 0002022308 class:CommonStockClassBMember 2024-05-02 0002022308 class:ClassBMember 2024-12-31 0002022308 class:ClassAMember 2024-12-31 0002022308 2024-12-31 0002022308 2025-04-29 0002022308 class:ClassBCommonStockParValueMember 2024-05-03 2024-12-31 0002022308 class:RedeemableWarrantsMember 2024-05-03 2024-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 
+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, 2024 
+☐ 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 001-42588 
+CLASSOVER HOLDINGS, INC. 
+(Exact name of registrant as specified in its charter) 
+Delaware 
+99-2827182 
+(State or Other Jurisdiction 
+of Incorporation) 
+(I.R.S. Employer 
+Identification No.) 
+450 7th Avenue , Suite 905 
+New York , NY 10123 
+(Address of Principal Executive Offices) (Zip Code) 
+( 800 ) 345-9588 
+(Registrant’s Telephone Number, Including Area Code) 
+N/A 
+(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) 
+Securities registered pursuant to Section 12(b) of the Act: 
+Title of Each Class 
+Trading Symbol(s) 
+Name of each exchange on which registered 
+Class B Common Stock, par value $0.0001 per share 
+KIDZ 
+The Nasdaq Stock Market LLC 
+Redeemable warrants, each whole warrant exercisable for one share of Class B Common Stock, each at an exercise price of $11.50 per share 
+KIDZW 
+The Nasdaq Stock Market LLC 
+Securities registered pursuant to Section 12(g) of the Act: None 
+Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ 
+Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒ 
+Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐ 
+Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ 
+Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
+Large accelerated filer 
+☐ 
+Accelerated filer 
+☐ 
+Non-accelerated filer 
+☒ 
+Smaller reporting company 
+☒ 
+Emerging growth company 
+☒ 
+If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
+Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ 
+If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ 
+Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ 
+Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ 
+The Registrant was formed on May 2, 2024 and its fiscal year ended December 31, 2024. Accordingly, the Registrant was not in existence as of the last business day of the second fiscal quarter of 2023. 
+As of April 28, 2025, 6,535,014 shares of Class A Common Stock, par value $0.0001 per share, and 16,743,342 shares of Class B Common Stock, par value $0.0001 per share, were issued and outstanding. 
+Documents Incorporated by Reference: None. 
+EXPLANATORY NOTE 
+Pursuant to Rule 15d-2 under the Securities Exchange Act of 1934, as amended, this Annual Report of Classover Holdings, Inc. contains only financial statements for the fiscal year ended December 31, 2024. 
+2 
+Report of Independent Registered Public Accounting Firm 
+Board of Directors and Stockholders, 
+Classover Holdings, Inc. and its subsidiaries 
+450 7th Avenue, Suite 905 
+New York, NY 10123 
+Opinion on the Financial Statements 
+We have audited the accompanying balance sheets of Classover Holdings, Inc. and its subsidiaries as of December 31, 2024, and the related statements of operations and changes in stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Classover Holdings, Inc. and its subsidiaries as of December 31, 2024, and the results of its operations and its cash flows for the period from May 2, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. 
+Going Concern 
+The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the entity does not have sufficient liquidity to meet its current obligations, that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 
+Basis for Opinion 
+These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Classover Holdings, Inc. and its subsidiaries in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
+We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Classover Holdings, Inc. and its subsidiaries are not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion. 
+Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion. 
+Critical Audit Matters 
+Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. 
+/s/ Bush & Associates CPA LLC 
+We have served as Classover Holdings, Inc. and its subsidiaries' auditor since 2025. 
+Henderson, Nevada 
+PCAOB ID 6797 
+April 28, 2025 
+3 
+Classover Holdings, Inc. and subsidiaries 
+Consolidated Balance Sheet 
+(Audited) 
+December 31, 2024 
+ASSETS 
+Current Assets 
+Cash 
+2 
+TOTAL ASSETS 
+$ 2 
+LIABILITIES AND STOCKHOLDERS’ DEFICIT 
+Current liabilities 
+Accrued expenses 
+238 
+TOTAL LIABILITIES 
+$ 238 
+Stockholders’ Equity 
+Preferred Stock ($.0001 par value, 50 shares authorized, none issued and outstanding as of December 31, 2024) 
+- 
+Common stock-Class A ($.0001 par value, 1000 shares authorized, 0 issued and outstanding as of December 31, 2024) 
+- 
+Common stock-Class B ($.0001 par value, 100 shares authorized, 100 issued and outstanding as of December 31, 2024) 
+1 
+Additional paid-in capital 
+1 
+Accumulated deficit 
+( 238 ) 
+Total Stockholders’ Equity 
+( 236 ) 
+TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY 
+$ 2 
+The accompanying notes are an integral part of these financial statements. 
+4 
+Classover Holdings, Inc. and subsidiaries 
+Statement of Operations 
+(Audited) 
+For the Period May 2, 2024 (Inception) to December 31, 2024 
+Operating expenses 
+General and administrative expenses 
+$ ( 238 ) 
+Total operating expenses 
+( 238 ) 
+Net loss 
+$ ( 238 ) 
+Basic and Diluted net loss per common share-Class B 
+$ ( 2.38 ) 
+Weighted average number of Class B common shares outstanding - Basic and Diluted 
+100 
+The accompanying notes are an integral part of these financial statements. 
+5 
+Classover Holdings, Inc. and subsidiaries 
+Statement of Changes in Stockholders' Equity 
+For the Period May 2, 2024 (Inception) to December 31, 2024 
+(Audited) 
+Common 
+Par Value Common 
+Additional 
+Stock 
+Class B 
+Stock 
+Class B 
+Paid-in 
+Capital 
+Accumulated 
+Deficit 
+Total 
+Balances, May 2, 2024 
+- 
+$ - 
+$ - 
+$ - 
+$ - 
+Capital contribution 
+- 
+- 
+1 
+- 
+1 
+Ordinary shares issued 
+100 
+1 
+- 
+- 
+1 
+Net loss 
+( 238 ) 
+( 238 ) 
+Balances, December 31, 2024 
+100 
+$ 1 
+$ 1 
+$ ( 238 ) 
+$ ( 236 ) 
+The accompanying notes are an integral part of these financial statements. 
+6 
+Classover Holdings, Inc. and subsidiaries 
+Statement of Cash Flows 
+(Audited) 
+For the Period May 2, 2024 (Inception) to December 31, 2024 
+CASH FLOWS FROM OPERATING ACTIVITIES 
+Net loss 
+$ ( 238 ) 
+Changes in operating assets and liabilities: 
+Accounts payable 
+238 
+Net cash provided by operating activities 
+- 
+CASH FLOWS FROM FINANCING ACTIVITIES 
+Capital contribution from stockholders 
+1 
+Class B common stock subscription 
+1 
+Net cash provided by financing activities 
+2 
+Net change in cash 
+2 
+Beginning cash balance 
+- 
+Ending cash balance 
+$ 2 
+SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: 
+Interest paid 
+$ - 
+Income taxes paid 
+$ - 
+The accompanying notes are an integral part of these financial statements. 
+7 
+Classover Holdings, Inc. 
+Notes to Financial Statements 
+For the Period from May 2, 2024 (Inception) through December 31 , 2024 
+Note 1 – Organization and Description of Business 
+Classover Holdings, Inc. (the “Company”) was incorporated in the State of Delaware under General Corporation Law on May 2, 2024. The Company was a wholly-owned subsidiary of Battery Future Acquisition Corp. (the “BFAC” or “Parent”), a special purpose acquisition corporation for effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company was incorporated for the purpose of effectuating a reorganization merger as part of the business combination with Class Over Inc. (“the Target”), an innovative education technology target company headquartered in New York City. 
+Pursuant to an Agreement and Plan of Merger (the “Business Combination Agreement”) dated on May 12, 2024 by and among the Company, BFAC, Target, BFAC Merger Sub 1 Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub 1”) and BFAC Merger Sub 2 Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”), upon the closing of the business combination (the “Closing”), Merger Sub 1 will merge with and into BFAC (the “Reorganization Merger”), with BFAC being the surviving corporation of the Reorganization Merger and becoming a wholly-owned subsidiary of the Company, and then, immediately following the consummation of the Reorganization Merger, Merger Sub 2 will merge with and into the Target (the “Acquisition Merger”, and together with the Reorganization Merger the “Mergers”), with the Target being the surviving corporation of the Acquisition Merger and becoming a wholly-owned subsidiary of the Company. 
+Immediately after and as a result of the Reorganization Merger, Merger Sub 1 will cease to exist as a separate legal entity. Immediately after and as a result of the Acquisition Merger, Merger Sub 2 will cease to exist as a separate legal entity. Immediately after and as a result of the Mergers, the Company will own 100% of each of BFAC and the Target as the surviving entities of the Reorganization Merger and Acquisition Merger respectively. 
+Pursuant to the Business Combination Agreement, at the Closing, (i) each BFAC Ordinary Share issued and outstanding will be automatically converted into the right to receive one share of the Company’s Class B Common Stock and (ii) all the Target’s Common Stock issued and outstanding immediately prior to the Closing will be automatically converted into the right to receive an aggregate of 6,535,014 shares of the Company’s Class A Common Stock, 5,964,986 shares of Class B Common Stock and 1,000,000 shares of Preferred Stock. 
+On April 4, 2025 (the “Closing Date”), the parties consummated the Mergers and the transactions contemplated by the Business Combination Agreement. The Company’s stocks are held by persons who held equity securities of BFAC, the Target, and certain service providers, respectively, prior to the Mergers. 
+The Company has selected December 31 as its fiscal year end. As of December 31, 2024, the Company had not commenced any operations. The Company does not generate any operating revenues until the Closing Date. 
+Principles of consolidation 
+The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. 
+8 
+Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. 
+The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities: 
+Name 
+Background 
+Ownership 
+BFAC Merger Sub 1 Corp. (“Merger Sub 1”) 
+A Delaware company 
+Incorporated on May 2, 2024 for merger purpose 
+100% directly owned by the Company 
+BFAC Merger Sub 2 Corp. (“Merger Sub 2”) 
+A Delaware company 
+Incorporated on May 2, 2024 for merger purpose 
+100% directly owned by the Company 
+Going Concern Consideration 
+In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as of December 31, 2024, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the BFAC Sponsor and its affiliates (the “Sponsor”), and the Sponsor has the financial wherewithal to fund the Company, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Mergers or a minimum one year from the date of issuance of these financial statements. 
+Note 2 – Summary of Significant Accounting Policies 
+Basis of Presentation 
+The accompanying financial statements and notes are presented in accordance with accounting principles generally accepted in the United States of America (the U.S. GAAP) and are presented in U.S. dollars. These financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading. 
+Emerging Growth Company Status 
+We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, (1) presenting only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations in this prospectus, (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As a result, investors may find investing in our ordinary shares less attractive. 
+In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would apply to private companies. 
+9 
+We could remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $ 1.07 billion, (2) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Ordinary Shares that are held by non-affiliates exceeds $ 700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months, or (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. 
+Use of Estimates 
+The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. 
+Cash and Cash Equivalents 
+The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 2 in cash and no cash equivalents as of December 31, 2024. 
+Income Taxes 
+The Company provides for income taxes in accordance with the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities for financial reporting and for income tax reporting. The deferred tax asset or liability represents the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is established for any deferred tax asset for which it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. 
+The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with the asset and liability method. The first step is to evaluate the tax position for recognition by determining whether evidence indicates that it is more likely than not that a position will be sustained if examined by a taxing authority. 
+The second step is to measure the tax benefit as the largest amount that is 50% likely of being realized upon settlement with a taxing authority. There were no amounts recorded on December 31, 2024, related to uncertain tax positions. 
+Earnings (Loss) Per Share 
+The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share . Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. 
+The Company does not have any potentially dilutive instruments as of December 31, 2024 and, thus, anti-dilution issues are not applicable. 
+10 
+Recently Issued Accounting Pronouncements 
+Management has considered all recent accounting pronouncements issued and their potential effect on the financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. 
+Note 3 – Commitments and Contingencies 
+The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred, and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of December 31, 2024. 
+Note 4 – Shareholder Equity 
+Preferred Shares 
+The Company is authorized to issue 10,000,000 preferred shares with a par value of $ 0.0001 and with such designations, voting, limitation, and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2024, there were no preferred shares issued or outstanding. 
+Class A Ordinary shares 
+The Company is authorized to issue 50,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. Holders are entitled to one vote for each share of Class A ordinary shares. As of December 31, 2024, there were no Class A ordinary shares issued or outstanding. 
+Class B Ordinary shares 
+The Company is authorized to issue 450,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders are entitled to five votes for each share of Class B ordinary shares. As of December 31, 2024, there were 100 Class B ordinary shares issued and outstanding. 
+Except as otherwise required by law or in the Bylaws, the holders of shares of Class A Common Stock and Class B Common Stock shall (a) at all times vote together as a single class on all matters (including the election of directors) submitted to a vote or for the consent (if action by written consent of the stockholders is permitted at such time under this Certificate of Incorporation) of the stockholders of the Company, (b) be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Company and (c) be entitled to vote upon such matters and in such manner as may be provided by General Corporation Law of the State of Delaware (the “DGCL”). Except as otherwise expressly provided herein or required by the DGCL, each holder of Class A Common Stock shall have the right to one (1) vote per share of Class A Common Stock held of record by such holder and each holder of Class B Common Stock shall have the right to five (5) votes per share of Class B Common Stock held of record by such holder. 
+11 
+Note 5 – Subsequent Events 
+As previously disclosed, on May 12, 2024, the Company entered into the Business Combination Agreement by and among the Company, BFAC, Target, Merger Sub 1 and Merger Sub 2. 
+Pursuant to the Business Combination Agreement, upon the closing of the Business Combination (the “Closing”), Merger Sub 1 was to merge with and into BFAC (the “Reorganization Merger”), with BFAC being the surviving corporation of the Reorganization Merger and becoming a wholly-owned subsidiary of the Company, and then, immediately following the consummation of the Reorganization Merger, Merger Sub 2 was to merge with and into the Target (the “Acquisition Merger”, and together with the Reorganization Merger the “Mergers”), with the Target being the surviving corporation of the Acquisition Merger and becoming a wholly-owned subsidiary of the Company. 
+On April 4, 2025 (the “Closing Date”), the parties consummated the Mergers and the transactions contemplated by the Business Combination Agreement. The Company issued to the former security holders of the Target an aggregate of 6,535,014 shares of Class A Common Stock, 5,964,986 shares of Class B Common Stock and 1,000,000 shares of Series A preferred stock in exchange for their equity interests in the Company. 
+In addition, at Closing, the Company issued 168,356 shares of Class B Common Stock to BFAC public shareholders in exchange for same number of BFAC Class A ordinary shares and 820,000 shares of Class B Common Stock to certain Target employees pursuant to an incentive plan. The Company also issued to a certain investor (the “PIPE Investor”) (i) 2,400 shares of Series B preferred stock, (ii) a warrant to purchase 1,600 shares of Series B Preferred Stock (the “First Preferred Warrant”), and (iii) a warrant to purchase 1,000 shares of Series B Preferred Stock (the “Second Preferred Warrant,” and together with the First Preferred Warrant, the “Preferred Warrants”), pursuant to the terms of a PIPE Agreement, dated November 22, 2024 (the “PIPE Agreement”), entered into by Pubco, BFAC and the PIPE Investor. At the Closing, the PIPE Investor exercised the First Preferred Warrant to purchase 1,000 shares of Series B Preferred Stock and on April 14, 2025, the PIPE Investor exercised the remaining portion of the First Preferred Warrant and the Second Preferred Warrant in full . Accordingly, the Company issued to the PIPE Investor an aggregate of 5,000 shares of Series B Preferred Stock for an aggregate of $ 4,750,000 (net of original issue discount). 
+12 
+Exhibits 
+Exhibit No. 
+Description 
+31.1* 
+Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+31.2* 
+Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
+32.1** 
+Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+32.2** 
+Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
+104 
+Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document. 
+* Filed herewith 
+** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. 
+13 
+SIGNATURES 
+Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. 
+April 28, 2025 
+CLASSOVER HOLDINGS CORP. 
+/s/ Hui Luo 
+Name: 
+Hui Luo 
+Title: 
+Chief Executive Officer 
+(Principal Executive Officer) 
+Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 
+Name 
+Position 
+Date 
+/s/ Hui Luo 
+Chief Executive Officer(Principal Executive Officer) 
+April 28, 2025 
+Hui Luo 
+/s/ Yanling Peng 
+Chief Financial Officer(Principal Financial and Accounting Officer) 
+April 28, 2025 
+Yanling Peng 
+/s/ Yan Zhang 
+Director 
+April 28, 2025 
+Yan Zhang 
+/s/ Tracy Xia 
+Director 
+April 28, 2025 
+Tracy Xia 
+/s/ Mona Liang 
+Director 
+April 28, 2025 
+Mona Liang 
+/s/ Amanda Chang 
+Director 
+April 28, 2025 
+Amdanda Chang 
+14

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raw/filings/0002022416/2024/0001178913-25-000887/item13.txt

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raw/filings/0002022416/2025/0001178913-26-000953/item13.txt

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raw/filings/0002022626/2024/0000950170-25-037621/item13.txt

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+Item 13. 
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raw/filings/0002022626/2025/0001193125-26-126188/item13.txt

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+Certain Relationships and Related Transactions, and Director Independence 
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raw/filings/0002023016/2025/0001213900-26-037505/item1.txt

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+Item
+1. Business 
+Unless the context otherwise
+requires, for purposes of this section, the terms “we,” “us,” or “the Company” or “Turn Therapeutics”
+refer to Turn Therapeutics Inc. 
+Overview 
+Turn Therapeutics is developing
+non-systemic, non-biologic topical immunomodulators for inflammatory skin disease. Our lead program, GX-03, is being studied for moderate-to-severe
+eczema based on preclinical evidence of cytokine inhibition and reduced eczema severity, as well as a favorable real-world tolerability
+record from prior cleared medical device indications for the same formula. 
+GX-03 is currently being
+evaluated in an ongoing, randomized, double-blind, vehicle-controlled clinical study designed to assess its potential as a topical treatment
+for moderate-to-severe eczema. We intend to conduct an interim assessment at approximately 50% trial completion. Topline results are expected
+mid-2026. 
+In addition to eczema, GX-03
+is being advanced for onychomycosis, supported by in-vivo data demonstrating nail penetration and antifungal activity. Our historical
+medical device portfolio, which includes K183681, K160872, and K171191, also provides background tolerability and feasibility experience
+with the formula. K183681 has recently been licensed to Medline under a license and supply agreement. See the section of this Annual Report
+titled “– Marketing – Medline Agreement” for a more detailed description of this agreement. 
+We also continue exploratory
+work on a thermostable intranasal vaccine platform based upon preclinical success in work with an international non-profit organization,
+but this program is not part of the company’s primary dermatology development path. 
+Our Solutions 
+We are seeking new drug approvals
+for the GX-03 formula as a treatment for both eczema and onychomycosis, two skin conditions which require FDA drug approval for marketing.
+The drug candidate is based on GX-03’s inclusion of polyhexanide (“PHMB”), a well-characterized polymer that, despite
+its long history of being well-tolerated in wound care, has never been formally submitted or approved as an API for a drug product within
+the United States. This API has demonstrated strong antimicrobial, anti-inflammatory, and newly discovered upstream and downstream immunomodulating
+properties, and has an established safety profile with no known adverse effects. We are pursuing its use as a drug active in indications
+such as inflammatory skin diseases and fungal nail infections. PHMB has no demonstrated or documented systemic uptake in humans. 
+Our proposed drug formulation
+for GX-03 is identical to the formula employed in previously cleared medical devices. It has the same active ingredient concentration,
+petrolatum base, and employs the same proprietary mixing process. Our decision to pursue indications in eczema and onychomycosis is supported
+by physician feedback and case studies, as discussed below, as well as sponsor initiated in-vivo and in-vitro data. We believe such signals,
+along with PHMB’s well-documented antimicrobial and anti-inflammatory properties, which have been validated by scientific literature
+and in-vivo studies, form a sound scientific basis for cross-indication effectiveness across these two dermatologic conditions. 
+Our founder obtained 510(k)
+FDA clearance for the GX-03 formula under product category FRO in November 2016 (K160872). To achieve this clearance, extensive animal,
+laboratory and manufacturing testing was conducted to demonstrate that the formula was as well-tolerated and effective as “predicate
+products” with comparable form and function. Additional 510(k) clearance was granted in August 2017 (K171191) to manage the skin
+and symptoms of various skin conditions, including atopic, irritant, and radiation dermatitis. In October 2019, a third clearance was
+obtained for a porous antimicrobial gauze saturated with the GX03 formula (K183681), following further testing, including packaging and
+sterilization validations. 
+In 2020, our founder developed
+the FleX Product, designed for use in wound and burn care. The rights to this medical device formulation were licensed to MiMedx prior
+to FDA clearance. MiMedx subsequently elected to pursue a De Novo classification pathway for truly novel innovations rather than a traditional
+510(k) route and assumed responsibility for all remaining product testing and regulatory interactions for the FleX Product. For more information
+with respect to the license agreement with MiMedx, see “- Marketing - MiMedx Agreement.” 
+1 
+Our current business model
+is to license and/or sell medical device products through commercial partners, without significant capital commitments from us, which
+allows us to focus our internal efforts on drug development. From 2017 to 2019, GX-03 was commercially distributed by McKesson for wound
+care. Following physician reports and case studies suggesting positive outcomes in patients with eczema and onychomycosis, we voluntarily
+ceased internal wound care sales in 2019 to pursue new drug approvals related to these results. We continue to explore additional licensing
+opportunities for device applications. We have recently completed a license and supply agreement with Medline with respect to K183681
+and other wound care opportunities, as well as antimicrobial personal care/OTC products to be jointly developed. We maintain a business
+model that strategically leverages contractors and vendors while employing a comparatively small internal team in order to minimize cash
+burn. We believe this reduces the amount of cash needed for internal operations, reduces waste and results in a larger proportion of available
+capital that can be spent toward furthering clinical development. 
+Core Products and Programs 
+GX-03 for Moderate-to-Severe Eczema
+(Lead Program) 
+GX-03 is a non-systemic topical
+immunomodulator being clinically developed for moderate-to-severe eczema. Preclinical studies demonstrated inhibition of cytokines associated
+with inflammatory skin disease, including IL-31, IL-36α/γ, and IL-4. GX-03 is currently being evaluated in a randomized, double-blind,
+vehicle-controlled clinical trial in adults with moderate-to-severe eczema. 
+An interim assessment will
+be performed at approximately 50% trial completion. An independent interim assessment committee (“IAC”) will review emerging
+signals of tolerability and efficacy. The IAC is empowered to deliver pre-written statements regarding conditional probability of a statistically
+significant favorable trial outcome, as well as increase the sample size up to 200% if the committee sees a strong likelihood of achieving
+statistical significance based upon positive trending. This adaptive trial design, due to the independence of the committee, pre-established
+rights, and pre-written statements the committee is permitted to deliver after deliberating, does not increase the likelihood of primary
+error and/or expend alpha. 
+GX-03 for Onychomycosis 
+GX-03 is also being advanced
+as a topical treatment for onychomycosis. In-vivo studies in a validated animal model demonstrated nail-plate penetration and reduction
+of fungal burden within the nail. Additional clinical program steps are expected to follow completion of the eczema clinical program and
+related IND activities. 
+Medical Device Products (Wound
+and Dermatitis Management) 
+The company has previously
+developed and obtained FDA clearance for several medical device formulations containing the same base formulation used in GX-03: 
+● 
+K183681: a porous
+antimicrobial gauze impregnated with the GX-03 formulation. The product has recently been licensed to Medline under a license and supply
+agreement. 
+● 
+K160872: a device cleared for acute
+and chronic wound management. 
+● 
+K171191: a device cleared to manage
+the skin and symptoms of atopic, irritant, and radiation dermatitis. 
+These medical devices provide
+historical real-world usage experience but are not the focus of current clinical development efforts. 
+2 
+Thermostable Intranasal Vaccine
+Platform (Exploratory Program) 
+The company continues to
+conduct exploratory research into the use of its formulation process for live vaccine stabilization and nasal application. This program
+remains early-stage and operates independently of the dermatology development programs. 
+PIND Meetings Summary and Drug
+Programs: 
+The FDA has provided a potential
+regulatory pathway for GX-03’s drug development programs. Following two early PIND meetings to discuss clinical development programs
+for conditions of the nails and skin (PIND 137155 and PIND 138686 on January 17, 2018 and May 9, 2018, respectively), the FDA communicated
+an openness to the Company leveraging existing 510(k) clinical data to bypass Phase 2 studies. 
+Electively, the Company chose
+to sponsor an approximately 114-patient double-blind, randomized, vehicle-controlled trial within the United States in moderate-to-severe
+eczema to provide insight into Phase 3 design and clinical signal. Patient dosing commenced in mid-July 2025. While we have obtained and
+are actively completing CMC work required for IND submission, we are able to conduct this trial with significant cost savings by utilizing
+the existing 510(k) clearance (K171191) for the candidate formula (GX-03), which permits its use on human subjects with atopic dermatitis.
+Although we are running this trial as a Phase 2-equivalent, we are simultaneously leveraging the cleared status of the formulation. As
+such, this trial was deemed low-risk and required institutional review board approval rather than an active IND. This trial is designed
+to (i) generate high-quality tolerability and efficacy data that, if successful, we expect to include in an IND package to support a Phase
+3 study and (ii) provide insight to stakeholders regarding the clinical efficacy of our product candidate. 
+At the conclusion of this
+study and subsequent regulatory interaction(s), our present plan is to advance to Phase 3 trials for moderate-to-severe eczema following
+a meeting with the FDA to discuss the data and development plan(s). We intend to conduct additional nonclinical and clinical studies,
+such as PK max-use and additional healthy volunteer exposure trials, and anticipate requesting permission to conduct such studies in parallel
+with Phase 3 trials. 
+The Company also intends
+to initiate additional clinical development of GX-03 for onychomycosis. The clinical development of topical therapies for onychomycosis
+benefits from a well-established body of regulatory precedent, including defined endpoints, validated trial designs, and historical comparators.
+While the Agency previously communicated potential openness to advancing the onychomycosis program directly into Phase 3 trials, in light
+of evolving regulatory openness to a single adequate and well-controlled registrational study, the Company may elect to structure such
+a single registrational trial as an adaptive Phase 2b/3 study within a single development framework. The Company may also initiate certain
+foundational clinical activities for onychomycosis in select ex-U.S. jurisdictions with clinically respected regulatory environments,
+while IND preparation and U.S. site activation for this indication continue. This approach is intended to support alignment of global
+development timelines for the onychomycosis program while preserving optionality as the Company engages with the FDA on its overall development
+strategy. 
+Clinical Highlights for GX-03: 
+GX-03 has demonstrated broad
+upstream cytokine inhibition in preclinical models of inflammatory skin disease, including IL-31, IL-36α/γ, and IL-4. These
+findings correspond to pathways implicated in eczema pathophysiology. In animal studies, treatment with GX-03 resulted in significant
+reductions in Investigator’s Global Assessment (IGA) scores and suppression of inflammatory signaling. 
+Additional in-vivo work demonstrated
+nail penetration and antifungal activity relevant to onychomycosis. Across these programs, GX-03 demonstrated a favorable tolerability
+profile with no observed systemic exposure. 
+Vaccine Delivery Platform 
+In addition to our dermatology
+programs, we are actively advancing vaccine delivery technologies through our PermaFusion suspension platform aimed at extending the ambient
+and refrigerated stability of live vaccines. If successful, this technology will enable critical vaccines to be delivered intranasally
+without injection which, alongside increased stability, may enable the delivery of immunizations to patients in clinic, hospital, and
+home-health settings. 
+3 
+In May 2025, we achieved
+a key technical milestone: the successful 100% recovery of a live VSV vaccine vector from our oil-based delivery system. Viral vectors
+are base viruses used to make vaccines via strategic modifications. We established that we could recover 100% of this VSV vector suspended
+in our carrier at 72 hours at room temperature, with all of the VSV being “recovered,” a measurement term for surviving. These
+findings suggest that lipid-enveloped live viruses may remain viable in our viscous suspension system without degradation, thereby offering
+preliminary evidence that challenges prior assumptions about incompatibility between lipid carriers and live, lipid-enveloped viruses. 
+On June 6, 2025, we began
+a parallel stability analysis of a live, VSV-based vaccine candidate (suspended in our carrier) and the same vaccine in traditional, solution
+form. Both forms, along with an unmodified VSV control, were stored at ambient temperature and refrigerated (4°C) for 28 days. Evaluations
+of viability took place at 3, 7, 14, and 28 days. That trial has been completed and produced results demonstrating that the live vaccine
+in our delivery system was 100% recoverable at up to 14 days in ambient storage and 100% recoverable at up to 28 days in refrigerated
+storage. 
+Competitive Strengths 
+Non-Systemic Cytokine Modulation
+for Inflammatory Skin Disease 
+GX-03 has demonstrated inhibition
+of cytokines associated with inflammatory skin disease without evidence of systemic uptake. This approach is intended to enable topical
+immunomodulation without systemic immunosuppression or injectable administration. 
+Proprietary Platform Technology
+Enabling Broad Formulation Capabilities Across Multiple Therapeutic Categories 
+The company’s formulation
+process enables suspension of water-soluble actives in oil-based carriers without emulsifiers, supporting uniform delivery and stability. 
+Improved Therapeutic Profile for
+Onychomycosis and Other Dermatologic Indications 
+Current topical therapies
+for onychomycosis, such as Jublia® (efinaconazole), are associated with long treatment durations, low complete cure rates (often
+below 20% in real-world use), and limited penetration into the nail bed. Oral antifungals offer better efficacy but carry systemic risks,
+including hepatotoxicity, drug interactions, and the need for liver monitoring. Our topical antifungal product candidate, developed using
+the PermaFusion platform, is designed to overcome these limitations by enhancing delivery through the nail plate while avoiding systemic
+exposure. We believe our candidate represents a potentially attractive topical therapy with a differentiated tolerability and efficacy
+profile. 
+Needle-Free, Non-Systemic Approach
+Aligned with Patient and Caregiver Preferences 
+There is increasing demand - particularly
+among pediatric, geriatric, and chronic care populations - for therapies that avoid injections, steroids, and systemic immunosuppression.
+Our pipeline is focused on non-steroidal, non-injectable, and non-biologic product candidates with localized activity. This approach is
+intended to maximize safety and convenience without compromising therapeutic effect, addressing a growing preference for treatments that
+are easier to administer and better tolerated over long-term use. 
+Immunomodulatory Activity Without
+the Cost and Risks of Biologics 
+Many immunomodulatory therapies
+rely on injectable and topical biologics that target pathways such as IL-4, IL-13, IL-31, and IL-36. While these agents tend to show effectiveness
+in clinical trials, they come with tradeoffs: high cost, systemic immunosuppression, higher incidence of side effects, and, for injectables,
+low patient adherence due to injection burden. Our non-biologic, non-systemic candidates have demonstrated cytokine modulation without
+the need for injections or systemic absorption. Cytokine modulation refers to the alteration - either reduction, increase,
+or normalization - of the levels of signaling proteins (cytokines) that regulate immune and inflammatory responses. In inflammatory
+skin diseases such as eczema, certain cytokines (e.g., IL-36α, IL-36γ, IL-31, and IL-4) are overproduced, driving redness, swelling,
+and itch. Modulating these cytokines can reduce the inflammatory response and improve disease symptoms. 
+4 
+GX-03 has demonstrated cytokine
+modulation in pre-clinical (animal) studies. In a murine model of Staphylococcus aureus-induced eczema, topical pretreatment with GX-03
+significantly reduced protein expression of IL-36α (−50%, p=3.08×10⁻¹³), IL-36γ (−49%, p=4.35×10⁻⁸),
+IL-31 (−68%, p=1.12×10⁻⁶), and IL-4 (−17%, p=2.87×10⁻⁵) compared to untreated controls,
+as measured by quantitative Western blot analysis. These findings were associated with a statistically significant improvement in Investigator’s
+Global Assessment (IGA) scores (mean 0.8 vs. 2.4; p=7.93×10⁻¹⁰), indicating reduced clinical signs of skin inflammation.
+This may provide a potential new therapeutic class to compete in biologic-driven markets while avoiding the limitations inherent to biologic
+therapy. 
+Tolerability Experience From Cleared
+Medical Devices 
+Historical use of related
+formulations in cleared medical device products provides background tolerability experience relevant to future development. 
+Intellectual Property Protecting
+Core Technology and Product Candidates 
+We hold numerous issued patents
+and multiple pending applications across major jurisdictions, covering composition, manufacturing methods, and delivery mechanisms. These
+patents are expected to provide coverage for our lead product candidates into the late 2040s. Our intellectual property strategy includes
+both product-specific and platform-level claims, supporting both internal development and potential licensing opportunities. For more
+information, see “- Intellectual Property.” 
+Notwithstanding our numerous
+issued patents and pending applications, we have been party to, and may in the future become involved in, proceedings in the United States
+or in foreign jurisdictions challenging the validity, priority or other features of patentability of our patent rights or those of third
+parties that conflict with our own. For example, we filed a derivation proceeding in 2017 before the U.S. Patent and Trademark Office
+(“USPTO”) against Marc Selner, alleging that Selner improperly and without authorization filed a patent application for an
+invention conceived by Bradley Burnam. The USPTO did not name Mr. Burnam sole inventor of Selner’s application or cancel Selner’s
+patent application, as we requested, and the U.S. Court of Appeals for the Federal Circuit affirmed the USPTO’s decision. The derivation
+proceeding was to determine the party that was first inventor of the claims of Selner’s application. As a result, Selner’s
+application may contain claims similar in scope to certain issued patents and patent applications. However, we own multiple issued patents
+for which Mr. Burnam is an inventor that cover the inventions at issue in the derivation proceeding (and related subject matter). Furthermore,
+prior to its issuance, we intend to file for reexamination of the Selner patent application based upon its lack of enabling data, disclosures,
+and expert testimony. Should the application ultimately issue as a patent, he may attempt to seek royalties or try to prevent our development
+and commercialization of products he may allege overlap with his application claims or otherwise seek damages from us. For more information,
+see “Risk Factors - Risk Related to Our Intellectual Property, Data Privacy and Cybersecurity.” 
+Capital-Efficient Operating Model
+Designed for Scalable Growth 
+We operate with a lean infrastructure,
+leveraging expert consultants and outsourced manufacturing to minimize fixed overhead and preserve capital for high-value activities.
+Our pipeline strategy is informed by independent clinical observations, peer-reviewed publications, and identified gaps in the standard
+of care. This model allows us to advance multiple assets in parallel while maintaining operational discipline. 
+Positioned to Capitalize on Market
+Disruption and Patent Expirations 
+Several incumbent therapies
+across dermatology and antifungal markets are nearing the end of their patent protection periods. We believe this shift creates an opportunity
+to introduce differentiated, formulation-driven therapies into markets with stagnant innovation and increasing generic pressure. Our products
+are designed to compete not just on efficacy, but also on tolerability, usability, and alignment with evolving patient and provider expectations. 
+5 
+Our Growth Strategy 
+Our growth strategy is built around the following
+key priorities: 
+1. 
+Advance GX-03 as
+the primary development program for moderate-to-severe eczema. The eczema program is the central focus of ongoing clinical development,
+regulatory planning, and potential partnering discussions. 
+2. 
+Develop GX-03 for onychomycosis as a
+secondary dermatology indication. 
+3. 
+Maintain and expand
+medical device partnerships. The recent license and supply agreement with Medline for K183681 reflects the company’s approach to
+leveraging device assets through commercial partners. 
+4. 
+Continue exploratory work in thermostable
+intranasal vaccines as a separate development lane. 
+Clinical Results 
+Previous in-vivo and in-vitro
+work for GX-03, as well as GX-03 derived technology indicate a favorable tolerability profile, including a lack of cytotoxicity, irritation,
+and/or sensitization, as well as a lack of systemic uptake. 
+These results culminated
+in our previous FDA clearances for the GX-03 formula and its derivative products in 2016, 2017, and 2019 (K160872, K171191, and K183681,
+respectively). These 510k FDA clearances were filed and cleared as FRO classification combination products and subject to performance
+testing including ISO-10993 cytotoxicity, irritation, and sensitization studies. All studies were conducted in GLP and received passing
+scores per ISO-10993 guidelines. 
+In support of our onychomycosis
+development program, we conducted an in-vivo study titled “Efficacy In Vivo Onychomycosis (Trichophyton mentagrophytes) Study”
+at Altogen Labs (Austin, Texas), under IACUC protocol LC03456, initiated in May 2019 and completed in June 2019. The study employed a
+well-characterized rabbit onychomycosis model, using Trichophyton mentagrophytes to mimic clinically relevant fungal infections of the
+nail, as described in a peer-reviewed protocol published in Antimicrobial Agents and Chemotherapy (2011). In the study, infected rabbits
+were treated topically with our GX-03 formulation (0.5% PHMB in petrolatum) once daily for 30 days. Fungal burden was quantified using
+qPCR on nail clippings, targeting T. mentagrophytes DNA. The treatment group showed a statistically significant reduction in fungal DNA
+expression relative to untreated controls (p = 0.0005), with no adverse events or animal deaths observed. These findings demonstrate that
+the GX-03 topical formulation was able to penetrate the nail plate and exert antifungal activity against organisms located in the deeper
+layers of the nail - a capability not typically achieved by conventional topical therapies - and support further
+development of the product for onychomycosis and related fungal skin conditions. 
+In June 2024, we completed
+an in vivo efficacy study titled “In Vivo Staphylococcus aureus Dermal Toxicity Study” (Study R#XTN025486; protocol LC-04761)
+at Altogen Labs in Austin, Texas, designed to evaluate the therapeutic potential of GX-03 in a mouse model of Staphylococcus aureus - induced
+skin inflammation. The study utilized a published eczema induction protocol established by Liu et al. (Cell Host & Microbe, 2017)
+and enrolled 30 mice randomized across three treatment arms. Following a 7-day course of GX-03 topical application, the treatment group
+demonstrated a mean ISGA score of 1.44, compared to 3.00 in untreated controls, representing a 57% reduction in disease severity. No adverse
+events or clinical signs of toxicity were observed. We believe these data support rapid skin-calming and anti-inflammatory effects of
+GX-03 and may provide early validation for its use in inflammatory skin conditions such as eczema. 
+6 
+In July 2024, we completed
+a second in vivo study titled “In Vivo Pretreatment Staphylococcus aureus Dermal Toxicity Study” (Study R#XTN025491; protocol
+LC-04785), also conducted at Altogen Labs, to assess the immunological impact of GX-03 in a cytokine-driven model of eczema. In this study,
+40 C57BL/6 mice received a 4-day topical pretreatment with GX-03 prior to disease induction. Skin inflammation was evaluated by blinded
+ISGA scoring and protein-level analysis of key inflammatory markers. Mice treated with GX-03 showed a mean ISGA score of 0.83, compared
+to 2.44 in controls, with a highly significant p-value (p = 7.93 × 10⁻¹⁰). Western blot analysis of skin tissue
+samples revealed suppression of eczema-related cytokines, including: 
+● 
+IL-31: 67.7% reduction (p = 1.12 ×
+10-6) 
+● 
+IL-36α: 50% reduction (p = 3.08
+× 10-13) 
+● 
+IL-36γ: 49% reduction (p = 4.35
+× 10-8) 
+● 
+IL-4: 17% reduction (p = 2.87 ×
+10-5) 
+No adverse reactions or health
+concerns were noted throughout the study. Together, these findings demonstrate that GX-03 is capable of downregulating multiple upstream
+inflammatory cytokines associated with atopic dermatitis in animal model. 
+We are currently conducting
+a randomized, double-blind, vehicle-controlled clinical trial to evaluate the tolerability and effectiveness of topical investigational
+product, GX-03, in adult subjects with moderate-to-severe eczema. The study is titled: “A Double-Blind, Vehicle-Controlled Study
+to Assess the Efficacy of GX-03 When Used in a Population of Adult Individuals with Moderate to Severe Eczema”, and is classified
+as a Phase 2 trial. 
+The study is being conducted
+at a Center of Excellence in Franklin, Texas, operated by Australia Laboratory Sciences (ALS), a multinational contract research organization.
+The study investigators are Barry Reece, MS, Dr. Max Adler, and Dr. Gene Ream. 
+The study is designed to
+enroll 114 to 120 adult subjects aged 18 to 70, with a target of at least 100 subjects completing the full protocol. Participants
+are randomized to receive either GX-03 or a matched vehicle control, applied topically in blinded form. The primary objective is to evaluate
+clinical improvement in eczema relative to baseline and vehicle control. 
+An interim assessment will
+be performed at approximately 50% trial completion. An independent interim assessment committee (“IAC”) will review emerging
+signals of tolerability and efficacy. The IAC is empowered to deliver pre-written statements regarding conditional probability of a statistically
+significant favorable trial outcome, as well as increase the sample size up to 200% if the committee sees a strong likelihood of achieving
+statistical significance based upon positive trending. This adaptive trial design, due to the independence of the committee, pre-established
+rights, and pre-written statements the committee is permitted to deliver after deliberating, does not increase the likelihood of primary
+error and/or expend alpha. 
+The primary endpoint is the
+change in Eczema Area and Severity Index (EASI) scores from baseline to weeks 4 and 8. Secondary endpoints include changes in Validated
+Investigator Global Assessment for Atopic Dermatitis (vIGA-AD™) and Peak Pruritus Numeric Rating Scale (PP-NRS) scores over the
+same period. Tolerability and effectiveness are assessed throughout the study by monitoring treatment-emergent adverse events and evaluating
+potential causal associations with the study drug. 
+This trial is designed to
+generate controlled data on the potential clinical utility of GX-03 in treating inflammatory skin disease, particularly in non-steroidal
+management of moderate-to-severe atopic dermatitis. We intend to include these findings in our investigational new drug application package.
+Additionally, we expect findings from this study to inform the broader development strategy and potential regulatory submissions for GX-03. 
+Onychomycosis (Fungal Nail Infection) 
+Turn is pursuing indications
+for GX-03 as a topical PHMB-based formulation for onychomycosis. The company has identified the mechanism of action via in-vivo data demonstrating
+nail plate penetration and antifungal activity within the nail. This ability to effectively penetrate the keratin clinically differentiates
+this candidate from other topicals on the market, which studies have shown lack effective nail penetration capabilities. 
+Clinical Products 
+K183681 
+K183681 represents the first
+antimicrobial version of Adaptic®-style non-adherent wound dressings, incorporating liquid antimicrobials to provide both moisture
+retention and antimicrobial protection in wound dressing changes and post-surgical management. K183681 is FDA cleared to include these
+antimicrobial claims in both name and indications, and we have licensed this product to Medline. 
+7 
+K171191 
+Turn has received FDA clearance
+for the GX-03 formula as a medical device indicated to manage the symptoms of atopic, radiation, and irritant dermatitis. Sampling for
+human use under this labeling confirmed patient and clinician satisfaction. Mechanism of action studies later confirmed meaningful reductions
+in inflammatory cytokines without the use of systemic biologics, including IL-4, IL-31, and IL-36 variants, which are implicated in eczema
+pathogenesis. These findings are complemented by reductions in Investigator’s Global Assessment (IGA) scores in animal models of
+atopic dermatitis. GX-03/K171191 operates through multiple mechanisms of action: direct antimicrobial activity of excess inflammatory
+staph aureus common in eczema patients’ skin, buildup of the fractured skin mantle facilitated said excess staph aureus colonization,
+as well as modulation of inflammatory pathways that lead to the symptoms of eczema. The product is currently being studied under this
+labeling in a double-blind RCT for its safety and effectiveness in moderate-severe eczema patients. Leveraging this data, its previous
+FDA clearance in atopic dermatitis management, and other clinical and preclinical data, the company intends to move from this RCT to IND
+submission under which Phase 3’s and any additional human testing would be conducted prior to a potential new drug approval submission.
+We have not currently out-licensed this product but are actively identifying potential partners for distribution outside the United States. 
+K160872 
+K160872 is an FDA cleared
+medical device indicated for acute and chronic wound management that has been used on thousands of patients to accelerate healing of advanced
+wounds, including traumatic and diabetic wounds. It has been proven to cause no damage to healthy cells while offering broad antibacterial,
+antifungal, and anti-yeast activity. K160872’s petrolatum base does not macerate wounds and can be left in place for days between
+dressing changes. The formula has been the subject of many publications, including peer-reviewed publications such as “A Novel Approach
+to the Treatment of Necrotizing Fasciitis” in Acta Scientific Orthopaedics in 2023. We have not out-licensed this product. 
+Marketing 
+We strategically license
+and commercialize our medical device technologies through commercial partners while we concentrate on the research, development and regulatory
+advancement of new drug indications, a model intended to provide financing flexibility to the company via passive revenue streams. 
+MiMedx Agreement 
+In November 2022, we entered
+into the MiMedx Agreement wherein we granted MiMedx an exclusive, sublicensable license under certain of our intellectual property, technology
+and biomaterials, including as related to the FleX Product, to develop, manufacture and commercialize (i) the FleX Product in the Territory
+and (ii) certain other biological products worldwide, in each case, in the wound care, burn care and surgical care fields only. We also
+granted MiMedx certain exclusive and non-exclusive licenses under specified trademarks. We retain exclusive development and commercialization
+rights for the FleX Product outside the Territory with MiMedx having the right of first refusal to acquire, subject to certain procedures,
+exclusive development, manufacturing and commercialization rights. We are responsible for overseeing, monitoring and coordinating all
+regulatory actions, communications and filings with, and submissions to the FDA with respect to initial marketing approval. 
+We received a $1.0 million
+milestone payment upon the execution of the MiMedx Agreement and payments totaling $450.0 thousand as part of the letter of intent entered
+into with MiMedx in February 2022, as amended. 
+In the event development
+and commercialization of the FleX Product in the Territory is successful, we are eligible to receive milestone payments of up to $69.55
+million specifically related to the development and commercialization of the FleX Product. However, if the FleX Product is not launched
+within four months after receiving FDA marketing approval or the execution of the supply agreement for the FleX Product, then, provided
+the delay is not caused by us, MiMedx must also pay us monthly payments in the low hundreds of thousands of dollars, to be deducted from
+a specified milestone. In addition, we are entitled to receive milestone payments of $1.0 million for each additional product developed
+and commercialized under the agreement. 
+8 
+Subject to the terms and
+conditions of the MiMedx Agreement, MiMedx is required to pay a mid-single digit royalty of net sales on a quarterly basis. The MiMedx
+Agreement includes certain adjustments for third party royalties. If MiMedx reasonably believes it must obtain or maintain a third-party
+license to manufacture or commercialize the FleX Product or another licensed product in a territory, it may generally credit up to 50%
+of the total royalty payments it must pay the third-party licensee against royalties payable to us. We are eligible to receive royalty
+payments on a country by country basis for each product commercialized under the agreement, for a period beginning upon the first commercial
+sale of the product and expiring ten years after launch of the product. We have determined that we have one combined performance obligation
+remaining under the MiMedx Agreement related to the development and commercialization of the FleX Product in the Territory, which primarily
+includes knowledge and bio-materials transfer to MiMedx, assisting and coordinating the regulatory approvals with the FDA and ongoing
+access and upkeep of intellectual property during the term of the MiMedx Agreement and related development and regulatory services. Development
+and commercialization milestones were not considered probable at inception and therefore were excluded from the initial transaction price.
+The royalties were excluded from the initial transaction price because they relate to a license of intellectual property and are subject
+to the royalty constraint. 
+The term of the MiMedx Agreement
+runs until the last date on which any licensed product is covered by a valid claim of any of the licensed patents, the earliest of which
+is currently expected to expire in 2044. Following the expiration of the term of the MiMedx Agreement, the licenses granted become fully
+paid-up and perpetual, but to the extent MiMedx continues to commercialize the FleX Product after the expiration of the term of the MiMedx
+Agreement, and such commercialization requires use of our trade secrets, MiMedx must continue to pay us a reduced royalty for a period
+expiring 10 years after the launch of the FleX Product. 
+The agreement allows for
+termination under specific circumstances. Either party may terminate the agreement if the other party materially breaches the agreement
+and fails to cure the breach within 90 days of receiving written notice, or if the other party becomes bankrupt or insolvent. MiMedx also
+has the right to terminate (i) the agreement in its sole discretion with three months’ prior written notice and (ii) the license
+to the FleX Product at any time. We retain the right to terminate the agreement if MiMedx fails to launch the FleX Product in the United
+States within 10 months of receiving FDA marketing approval or executing the supply agreement for the FleX Product, whichever is later,
+provided the delay is not caused by us. 
+Medline Agreement 
+On October 27, 2025, we entered
+into the Medline Agreement with Medline, the world’s largest manufacturer and distributor of medical-surgical products. Pursuant
+to the Medline Agreement, we will collaborate with Medline to develop, manufacture, and commercialize professional and consumer health
+products that leverage our proprietary PermaFusion® delivery platform. Medline will lead global commercialization and distribution
+across its professional and retail networks in more than one hundred countries and territories, while we will contribute formulation expertise,
+intellectual property, and clinical development capabilities. The Medline Agreement establishes a multi-year framework for supply and
+co-development activities, including manufacturing scale-up for our PermaFusion-based formulations and the co-branding of future products
+in the professional and retail space(s). 
+Sales Process 
+For medical device products
+and indications, we intend to partner with existing organizations with established sales forces and commercial channels. We intend to
+serve as an educational and sales resource as well as a contract manufacturer given our established production chain. We intend to seek
+partners for drug programs during the approval process timeline, but we will prepare to commercialize if management deems it a superior
+choice for the company. 
+9 
+Our Market 
+Eczema / Atopic Dermatitis: Market
+Overview and Unmet Needs 
+Atopic dermatitis, commonly
+referred to as eczema, is a chronic inflammatory skin condition characterized by pruritus (itching), erythema (redness), and skin barrier
+dysfunction. According to the National Eczema Association, it is one of the most prevalent skin disorders globally, affecting an estimated
+10-20% of children and up to 10% of adults in developed countries. In the United States, approximately 16.5 million adults are impacted
+by eczema, with moderate-to-severe eczema accounting for 40% of these patients. 
+According to Fact MR, the
+global market for the treatment of atopic dermatitis, commonly known as eczema, is estimated at approximately $12.0 to $18.0 billion.
+The market is expected to expand, largely driven by rising awareness of eczema, quick detection and rising use of harsh sanitary products.
+Moderate-to-severe cases represent an estimated 40% of the total market. According to the National Eczema Association, it is estimated
+that 6.6 million adults and 3.2 million children in the United States have moderate-to-severe eczema. Dupixent® (dupilumab), an injectable
+biologic, currently leads the market in sales and revenue. Despite its success, Dupixent’s injectable format remains a barrier for
+certain patient populations, particularly pediatric patients, underscoring demand for noninvasive, effective alternatives. 
+Current treatment paradigms
+for atopic dermatitis include topical corticosteroids, calcineurin inhibitors, systemic immunosuppressants, and more recently, biologic
+therapies targeting specific cytokines involved in disease pathogenesis. While biologics such as Dupixent® (dupilumab) have demonstrated
+efficacy in moderate-to-severe cases, they are associated with high costs, require systemic administration, and may present risks of immune
+modulation. Additionally, topical corticosteroids are limited by concerns over long-term skin thinning, irritation, and sensitization.
+While newer biological topicals, such as JAK inhibitors like Vtama®, have demonstrated some efficacy in moderate-severe eczema, they
+are hindered by high cost and poor safety profiles that often lead to so-called “black-box” warnings. 
+There remains unmet need
+for effective, non-steroidal, non-systemic topical therapies that can address both microbial burden and inflammatory pathways without
+the adverse effects commonly associated with existing treatments. Turn Therapeutics has initiated human trials for GX-03 as a topical,
+non-steroidal, non-biologic immunotherapy for moderate-severe eczema, leveraging its dual mechanism of action: direct antimicrobial activity
+and inhibition of pro-inflammatory cytokines implicated in atopic dermatitis. Data and FDA clearances indicate the formula is non-cytotoxic,
+non-irritating, and non-sensitizing, which we believe will help address key tolerability concerns as compared to current therapies. 
+Nail Fungus / Onychomycosis: Market
+Overview and Unmet Needs 
+Onychomycosis is a common
+fungal infection of the nails, primarily caused by dermatophytes, yeasts, and non-dermatophyte molds. The condition results in nail discoloration,
+thickening, and separation from the nail bed, leading to pain, discomfort, and cosmetic concerns. According to CDC, onychomycosis is estimated
+to effect approximately 14% of the U.S. and global population, with prevalence increasing in older adults and individuals with comorbidities
+such as diabetes or peripheral vascular disease. Most patients with onychomycosis do not seek professional treatment due to the limitations
+of current therapeutic options, detailed below. 
+According to Grand View Research,
+the global market for the treatment of onychomycosis (fungal nail infections) was valued at approximately $3.81 billion in 2024, with
+North America representing 40.3% of the global market in 2024. Despite the high prevalence of onychomycosis, a majority of affected individuals
+do not seek treatment. This is largely due to factors such as lack of awareness, the need for confirmed diagnosis through nail samples,
+and expensive treatments often not covered by insurance. Topical antifungals have demonstrated limited efficacy, with success rates ranging
+from 6.5% to 17.9%; CDC only suggests oral therapies for onychomycosis based on limited efficacy of topicals, yet oral terbinafine (LAMISIL®),
+the oral/primary systemic alternative, is associated with hepatotoxicity risks and typically requires ongoing liver function monitoring.
+The market presents substantial opportunity for novel, safe, and efficacious topical therapies. Current treatment options include oral
+antifungal medications (e.g., terbinafine, itraconazole) and topical therapies (e.g., ciclopirox, efinaconazole). Oral therapies demonstrate
+higher efficacy but are associated with systemic side effects, including hepatotoxicity and drug-drug interactions, limiting their use
+in certain patient populations. Treatment durations are long, often requiring 12 weeks or more, and recurrence rates remain high. 
+10 
+Topical therapies offer a
+safer route of administration but are limited by poor nail penetration and suboptimal efficacy. Clinical cure rates for topicals are typically
+below 20%, with efinaconazole (Jublia®), one of the leading products, demonstrating complete cure rates of approximately 15-18% in
+pivotal trials. These limitations underscore the need for novel topical treatments capable of effectively penetrating the nail plate and
+delivering therapeutic concentrations to the site of infection without systemic exposure. 
+Turn Therapeutics is advancing
+GX-03 as a topical formulation for onychomycosis, designed to overcome nail penetration challenges while leveraging its established antimicrobial
+properties. In-vivo data support the formulation’s ability to reach the nail bed and exhibit fungicidal activity against dermatophytes,
+addressing key shortcomings of current topical therapies. Additionally, data from a 100 plus patient, independent investigation entitled
+“A Novel Approach to Polymicrobial Nail Infection” conducted by R. Daniel Davis, DPM in 2018-2019, suggests that Turn’s
+formulation may achieve clinical clearance (based on visible evidence of the development of a Beau’s line with progression of a
+clear nail plate to the distal end of the nail) as high as 70-85% in diverse patient populations (including diabetic patients) when applied
+topically once or twice daily. This data suggests favorable outcomes among patients beyond Turn’s in-vivo models as conducted by
+Altogen Laboratories. Data generated by any independent investigators may not predict the results of later clinical trials of any of our
+current or future product candidates. “A Novel Approach to Polymicrobial Nail Infection” involved no placebo or comparator
+group, and was an investigator-initiated trial, meaning that Turn has less control over the protocols, administration or conduct of the
+trial as compared to its own trials, including follow-up with patients and ongoing collection of data after treatment. 
+Advanced Wound Care and Vaccines 
+According to Market Research
+Future, the global advanced wound care market was estimated at approximately $18.72 billion in 2024 and is projected to grow to $30.76
+billion by 2034, reflecting a compound annual growth rate (“CAGR”) of 5.09% over the forecast period. Advanced wound care
+products are essential for treating chronic wounds such as diabetic foot ulcers, pressure ulcers, and burns. However, current offerings
+are frequently limited by short duration of action, wound cytotoxicity, and vulnerability to microbial colonization. The advanced wound
+care market encompasses a diverse range of solutions, including negative pressure wound therapy, advanced dressings, tissue engineered
+skin substitutes, wound cleansers and irrigants, and wound closure devices. Significant revenue growth is occurring across various regions,
+with North America demonstrating the highest expected growth rate, with revenue valued at $7.2 billion in 2023 and projected to reach
+approximately $11.0 billion by 2032. Effective products that minimize risk and maximize healing rate while reducing the rate of microbial
+infiltration to the wound/ dressing(s) would meet significant unmet needs in this space. 
+Vaccines represent a crucial
+market segment. However, challenges such as cold-chain logistics and limited thermostability have historically hindered vaccine access
+for patients, who must seek out caregivers to deliver highly unstable vaccines via injection. Innovations in thermostable, intranasal
+vaccines can address these issues, opening significant opportunities to improve global immunization coverage and penetrate untapped markets.
+A study conducted by University of Liverpool shows that the introduction of a mobile vaccination unit has the potential of increasing
+the number of first-time vaccinations among patients by 25%, which we believe suggests that the more convenient nature of a thermostable,
+intranasal vaccine could result in significant growth in vaccine uptake. Furthermore, leading players have engaged in mergers and acquisitions
+for strategic reasons such as expanding their product line and market potential. 
+We anticipate the primary
+market for an initial influenza vaccine candidate will consist of governmental and military agencies seeking to stockpile vaccines, as
+well as public health organizations aiming to distribute the vaccine without need for cold chain logistics. We also anticipate increased
+uptake of needle-free vaccines that can be administered in clinics or homes. Subject to successful clinical development and regulatory
+approval, we believe our initial vaccine candidate could be eligible for multi-year procurement contracts from government agencies including
+BARDA and the Department of Defense, as well as international public health stakeholders such as the WHO and CEPI. The current global
+market for influenza vaccines was assessed at $8.49 billion in 2024 and is projected to reach $16.73 billion by 2034, growing at a CAGR
+of 7.02% for the forecasted period. 
+11 
+Our Competition 
+The biopharmaceutical industry
+utilizes rapidly advancing technologies and is characterized by intense competition. There is also a strong emphasis on intellectual property
+and proprietary products. In our segment of the biopharmaceutical industry, competition from different sources including major biopharmaceutical
+companies, academic institutions, government agencies and public and private research institutions will continue. Many of our competitors
+have significantly greater financial resources and expertise in product candidate development and may have progressed further toward approval
+and marketing. In addition, smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative
+arrangements with large and established companies. 
+Regulatory Environment 
+We are subject to extensive
+federal, state and local government regulation, including those relating to public health and safety, labeling and disclosure requirements
+and drug and device safety regulations. Failure to obtain or retain necessary licenses, registrations, clearances, approvals or exemptions
+could adversely affect the operation of our business. We are also subject to federal and state labor and employment laws, including the
+Fair Labor Standards Act, the Immigration Reform and Control Act of 1986, and the Americans with Disabilities Act, among others, which
+regulate matters such as minimum wage, overtime, employment tax rates, workers’ compensation, citizenship requirements and workplace
+accommodations. 
+In the United States, the
+FDA regulates the safety of food, drugs, medical devices, and cosmetics under the Federal Food, Drug, and Cosmetic Act (the “FDCA”)
+and the Public Health Services Act and implements related regulations. Failure to comply with applicable FDA requirements can result in
+a range of penalties, from warnings and product recalls to significant fines and even criminal prosecution. The products in our portfolio
+and pipeline require either FDA clearance as a medical device or FDA approval as a drug or biologic. The FDA regulatory process varies
+depending on whether a product is classified as a medical device or pharmaceutical (drug) and biologic, as discussed below. 
+Drugs and Biologics 
+The FDA extensively regulates
+pharmaceutical products in the United States. Pharmaceutical drugs and biologics undergo a rigorous NDA or BLA process, which includes
+multiple stages: 
+● 
+Preclinical Testing - Completion
+of laboratory and animal studies assess the safety and efficacy of the product before human trials in accordance with applicable regulations
+such as the FDA’s Good Laboratory Practice Regulations. 
+● 
+IND Application - The
+company must submit an IND to the FDA, detailing results of pre-IND data and proposed additional studies intended to be used for new drug
+approval, such as phase 3 studies. The IND must become effective before beginning human clinical trials as an investigational drug candidate. 
+● 
+Clinical Trials - Conducting
+adequate and well-controlled human clinical trials according to IND and good clinical practice regulations. Trials are conducted in three
+phases unless specified by the agency in meetings/interactions; these phases may overlap or be combined: 
+● 
+Phase 1: The product
+is initially introduced into a small number of healthy human subjects or patients and tested for safety, dosage tolerance, absorption,
+metabolism, distribution and excretion and, if possible, to gain early evidence on effectiveness. In the case of some products for severe
+or life-threatening diseases, especially when the product is suspected or known to be unavoidably toxic, the initial human testing may
+be conducted in patients. 
+● 
+Phase 2: Involves
+clinical trials in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy
+of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage and schedule. 
+12 
+● 
+Phase 3: Clinical
+trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed
+clinical trial sites. These clinical trials are intended to establish the overall risk/benefit relationship of the product and provide
+an adequate basis for product labeling. 
+● 
+NDA or BLA - Following successful
+clinical trials, a formal application is submitted for FDA approval. 
+● 
+Pre-Approval Inspection - Successful
+completion of an FDA pre-approval inspection of the manufacturing facility or facilities where the product is, or will be, produced. This
+inspection verifies that the facilities, methods, and controls used in the production of the drug are in compliance with the FDA’s
+cGMP regulations. 
+● 
+Clinical Trial
+Site Audit - Potential audits of the clinical trial sites that generated the data supporting the NDA or BLA, which help ensure
+the accuracy and reliability of the data used to evaluate the safety and effectiveness of the drug. 
+● 
+NDLA/BLA Review
+and Approval - Prior to commercial marketing and sale, the FDA will review the NDA or BLA submitted by the drug manufacturer.
+If the application meets all the necessary requirements and the FDA deems the drug safe and effective, it will approve the application. 
+There is no assurance that
+the FDA will ultimately approve a product for marketing in the United States, and we may encounter significant difficulties or costs during
+the review process. If a product receives marketing approval, the approval may be significantly limited to specific diseases and dosages
+or the indications for use may otherwise be limited, which could restrict the commercial value of the product. Further, the FDA may require
+that certain contraindications, warnings or precautions be included in the product labeling or may condition the approval of the NDA or
+BLA on other changes to the proposed labeling, development of adequate controls and specifications, or a commitment to conduct post-market
+testing or clinical trials and surveillance to monitor the effects of approved products. 
+Our Drug Programs 
+● 
+Eczema and Onychomycosis
+Program: Assuming success of the clinical programs, these submissions will be NDAs incorporating a new chemical entity (NCE) as its active
+ingredient (polyhexanide). 
+● 
+Thermostable Vaccine
+Program: We expect to submit this vaccine candidate following successful IND filing, Phase 1 and Phase 2 clinical trials as a drug product
+under an NDA or a BLA. The regulatory pathway will be determined based on classification as a drug or biologic. 
+Medical Devices 
+Medical devices are tools,
+machines, implants, or instruments used to diagnose or manage medical conditions without altering the body’s chemical structure.
+The FDA regulates medical devices under the FDCA and classifies them into three categories based on their risk profile: 
+● 
+Class I and II
+devices typically require pre-market notification through the 510(k) process, demonstrating that the device is substantially equivalent
+to an already legally marketed device. Our existing medical device clearances were obtained via the 510(k) process. 
+● 
+Class III devices
+and novel devices that lack a predicate device may require De Novo classification or a pre-market Approval (“PMA”), which
+involves more extensive clinical testing and a comprehensive review of safety and efficacy. Our partner has elected to pursue De Novo
+classification for the FleX Product, which requires more testing. 
+As discussed above, authorization
+to commercially distribute a new medical device in the United States can be obtained via either (i) pre-market notification (also known
+as the 510(k) process), (ii) De Novo classification and (iii) PMA, depending on the specific classification determined by the FDA. 
+13 
+Wound dressings, such as the
+ones for which we previously received FDA clearance, including those under device classification FRO, have historically been designated
+as unclassified devices. These legacy devices were first marketed prior to the Medical Device Amendments of 1976 and, while cleared for
+use, have not been formally classified into Class I, II or III. The licensor elected to pursue clearance of the FleX Product through the
+De Novo classification process, as it may represent a novel device without a direct predicate. Because the FleX Product is derived from
+biologically sourced collagen and may incorporate features such as enhanced healing support or bioresorbability, we anticipate the FDA
+will classify it as a Class II medical device, subject to special controls. This expectation aligns with prior FDA treatment of collagen-based
+wound dressings submitted through De Novo or 510(k) pathways, particularly under product code KGN, which is now commonly associated with
+Class II classification. 
+During a pre-submission meeting
+with FDA attended by MiMedx and us, we indicated our desire to submit the FleX Product as a 510(k) under the FRO product code in order
+to obtain antimicrobial claims available to products in said device category. We presented proposed predicate products to suit the FRO
+category in a 510(k) submission. At the meeting, FDA suggested that the novelty of the product may lend itself better to a De Novo submission.
+While the product is physically similar to KGN collagen powders in primary produced form, KGN is not an antimicrobial category. Therefore,
+while the product could likely achieve KGN indications under 510(k) via removal of specific antimicrobial claims, those claims were stated
+as desired by our partner. Therefore, the agency recommended the De Novo category, as well as suggested additional antimicrobial tests
+that included three validated production lots aged in real time (one to two years) tested before and after aging for antimicrobial activity.
+The agency also suggested a human factor test to include potential users mixing the product as would be intended in the directions for
+use (premixing with saline) which would verify the capability to consistently mix across the users. MiMedx elected to assume control of
+the data production and submission. De Novo clearances vary in review time. After any De Novo request is accepted, the FDA will conduct
+a substantive review to determine if the device meets the criteria for De Novo classification. There can be no assurance as to the FDA’s
+final determination. 
+Post-Marketing Requirements 
+Following FDA approval or
+clearance, we are subject to a comprehensive set of post-marketing surveillance and regulatory compliance obligations intended to ensure
+continued safety, efficacy, and regulatory adherence throughout the commercial life of the product, which includes: 
+● 
+Adverse event reporting
+and post-market safety monitoring. We will be required to monitor and report adverse events and product complaints to the FDA in accordance
+with applicable regulations. This includes submission of Medical Device Reports (MDRs) for devices and Adverse Event Reports or Field
+Alert Reports (FARs) for drugs and biologics. 
+● 
+Post-market studies
+(if required by the FDA for additional safety or efficacy data). Post-approval trials (also referred to as Phase 4 clinical trials) may
+be conducted after a drug or device has received regulatory approval and is commercially available. These trials focus on monitoring the
+long-term safety, effectiveness, and potential risks of the drug in a broader, real-world patient population. 
+● 
+Compliance with
+cGMP for drugs and Quality System Regulations (“QSR”) for medical devices. We will be expected to maintain full compliance
+with cGMP for drugs and biologics and QSR for medical devices. These frameworks govern all aspects of manufacturing, testing, labeling,
+packaging, storage and distribution to ensure consistent product quality and prevent contamination, mislabeling or product failure. The
+FDA regularly inspects manufacturing and quality control facilities to verify compliance, and significant violations may result in warning
+letters, fines, import alerts or shutdowns. 
+● 
+Marketing and advertising
+regulations to ensure promotional materials do not mislead consumers or misrepresent safety and effectiveness. Our promotional activities,
+including advertising, product labeling, websites, and educational materials, will be subject to FDA regulation and oversight to ensure
+they are not false, misleading, or unsubstantiated. All claims regarding a product’s safety, effectiveness, or performance must
+be consistent with the product’s approved labeling. 
+14 
+Failure to fully comply with
+post-marketing requirements can result in a range of enforcement actions by the FDA or other regulatory agencies. These actions may include
+the issuance of Form 483 inspectional observations, warning or untitled letters, civil monetary penalties, seizure of products, injunctions,
+product recalls or withdrawal of product approval or clearance. 
+Intellectual Property 
+Our success depends in part
+upon our ability to protect our intellectual property. To protect our intellectual property rights, we primarily rely on patents and trade
+secret laws, confidentiality procedures, and invention assignment language binding on our employees. Our intellectual property is critical
+to our business and we strive to protect it through a variety of approaches, including by obtaining and maintaining patent protection
+in various countries for our products, product candidates and other inventions that are important to our business. 
+Patents 
+Our patents cover, among
+other things, our methods of mixing, chemical compositions, and uses of such compositions. The patent positions of companies like ours
+are generally uncertain and involve complex legal and factual questions. Changes in the patent laws and rules, either by legislation,
+judicial decisions, or regulatory interpretation in other countries may diminish our ability to protect our inventions and enforce our
+intellectual property rights, and more generally could affect the value of our intellectual property. In particular, our ability to stop
+third parties from making, using, selling, offering to sell, importing or otherwise commercializing any of our patented inventions, either
+directly or indirectly, will depend in part on our success in obtaining, defending and enforcing patent claims that cover our technology,
+inventions and improvements. We cannot be sure that any patents will be granted with respect to any of our pending patent applications
+or with respect to any patent applications filed by us in the future, nor can we be sure that any of our existing patents or any patents
+that may be granted to us in the future will be commercially useful in protecting our products and product candidates and the methods
+used to manufacture them. Moreover, our issued patents and those that may issue in the future may not guarantee us the right to practice
+our technology in relation to the commercialization of our products. The area of patent and other intellectual property rights in the
+biotechnology and pharmaceutical industries is an evolving one with many risks and uncertainties which may prevent us from commercializing
+our products or product candidates. 
+Our issued and future potential
+patents may be challenged, narrowed, circumvented or invalidated, which could limit our ability to stop competitors from marketing related
+platforms or product candidates or limit the length of the term of patent protection that we may have for our products of product candidates.
+In addition, the rights granted under any issued patents may not provide us with complete protection or competitive advantages against
+competitors with similar technology. Furthermore, our competitors may independently develop similar technologies that achieve similar
+outcomes but with different approaches. For these reasons, we may have competition for our products and product candidates. Moreover,
+the time required for development, testing and regulatory review of our products and product candidates may shorten the length of effective
+patent protection following commercialization. 
+The term of individual patents
+depends upon the legal term of the patents in the countries in which they are obtained. In most countries in which we file, the patent
+term is 20 years from the earliest date of filing of a non-provisional patent application. In the United States, the patent term of a
+patent that covers an FDA-approved drug or biologic may also be eligible for patent term extension, which permits patent term restoration
+as compensation for the patent term lost during FDA regulatory review process. The Hatch-Waxman Act permits a patent term extension of
+up to five years beyond the expiration of the patent. The length of the patent term extension is related to the length of time the drug
+or biologic is under regulatory review. Patent term extension cannot extend the remaining term of a patent beyond a total of 14 years
+from the date of product approval, only one patent applicable to an approved drug or biologic may be extended and only those claims covering
+the approved drug or biologic, a method for using it, or a method for manufacturing it may be extended. Similar provisions are available
+in Europe and other foreign jurisdictions to extend the term of a patent that covers an approved drug or biologic. In the future, if our
+products or product candidates receive FDA approval, we expect to apply for patent term extensions where applicable on patents covering
+those products. We plan to seek patent term extensions to any of our issued patents in any jurisdiction where these are available, however
+there is no guarantee that the applicable authorities, including the USPTO in the United States, will agree with our assessment of whether
+these extensions should be granted, and if granted, the length of these extensions. 
+15 
+Our Patent Portfolio 
+As of December 31, 2025,
+we own 14 issued U.S. patents, five pending U.S. non-provisional patent applications, two issued foreign patents, in the E.U. and Japan,
+five pending foreign patent applications, in the E.U. and Canada, and two pending Patent Cooperation Treaty applications. These patents
+and patent applications cover, among other things, oil-based compositions that incorporate the PermaFusion process (including Hexagen),
+as well as compositions and methods for the treatment of inflammatory skin disease, eczema, and onychomycosis. These patents and patent
+applications (including any patent applications that we timely file based on our pending provisional patent applications), if issued,
+are expected to expire between 2036 and 2045, in each case assuming payment of all appropriate maintenance, renewal, annuity or other
+governmental fees. 
+Trademarks, Trade Secrets and Other Proprietary Information 
+We also have several registered
+trademarks for ATOPX, CurX, PermaFusion and Turn Therapeutics. In addition, we have various proprietary mixing processes and compositions
+maintained as trade secrets. We take steps to protect our proprietary information and trade secrets, including through contractual means
+with our employees, advisors and consultants. We also take other appropriate precautions, such as physical and technological security
+measures, to guard against misappropriation of our proprietary technology by third parties. In addition, the agreements we enter into
+with our employees provide that all inventions conceived of by the individual during the course of employment, and which relate to or
+are reasonably capable or being used in our current or planned business or research and development are our exclusive property. 
+There can be no assurance,
+however, that these agreements will not be breached, or that these agreements, measures, and policies will provide meaningful protection
+of our trade secrets or adequate remedies, including for our trade secrets, in the event of unauthorized use or disclosure of such information.
+In addition, third parties may independently develop substantially equivalent proprietary information and techniques or otherwise gain
+access to our trade secrets or disclose our technology. As a result, we may not be able to meaningfully protect our trade secrets. 
+For more information regarding
+the risks related to our intellectual property, see “Risk Factors - Risks Related to Our Intellectual Property, Data
+Privacy and Cybersecurity.” 
+Manufacturing and Supply 
+We currently utilize a U.S.-based,
+FDA-compliant CMO for the final manufacture and packaging of our GX-03 formulation, including our proprietary PermaFusion mixing process
+and final drug product fill/finish. The selected CMO has extensive experience producing FDA-regulated drug products and has successfully
+implemented our validated formulation protocols, including release testing, batch-to-batch consistency verification, and stability assessments. 
+All analytical methods used
+in the manufacturing process, including assays to quantify the active biocide and other release criteria, have been validated and applied
+across multiple lots. Stability studies, both real-time and accelerated, have been conducted. As of the date of this filing, we have completed
+up to five years of real-time stability testing and two years of accelerated stability studies. 
+The manufacturing site has
+previously produced drug and device products and is fully compliant with current cGMP. In addition, Turn has identified and conduct test
+batches with a secondary manufacturing site in the United States to support risk mitigation and ensure uninterrupted product supply. In
+the event of a disruption at the primary site, raw material procurement and validation at the secondary site is estimated to take approximately
+six weeks, with an additional four weeks required to complete three validation batches. 
+16 
+We operate under ISO 13485-compliant
+quality systems, ensuring alignment with international standards for both medical device and combination product manufacturing. All raw
+materials are sourced and validated by our CMOs, and in-process testing is performed in accordance with validated protocols to ensure
+product consistency and safety. 
+Turn retains full ownership
+of the proprietary PermaFusion mixing process at all manufacturing sites. This proprietary know-how is protected via confidentiality and
+quality agreements executed with each site, ensuring that our intellectual property and trade secrets remain secure. 
+For medical device applications
+of GX-03, including GX-03 impregnated gauze, we utilize in-house sterilization services provided by SCAPA via gamma irradiation (GAMMA).
+This sterilization process has been validated and reviewed by the FDA. 
+All manufacturing, packaging,
+and sterilization for Turn’s GX-03 based products is currently performed in the United States. 
+Employees 
+We currently have two full
+time employees, with various contractors serving in manufacturing, regulatory, IT, accounting, quality and laboratory/clinical testing
+functions. 
+Property 
+We lease 1,788 square feet
+of office space in Westlake, California, the term of which extends through August 2027. We pay approximately $4.1 thousand per month. 
+Legal Proceedings 
+We are involved in legal
+proceedings from time to time in the ordinary course of our business. Based on information currently available and established reserves,
+we have no reason to believe that the ultimate resolution of any known legal proceeding will have a material adverse effect on our financial
+position, liquidity or results of operations. However, there can be no assurance that the outcome of any such legal proceeding will be
+favorable, and adverse results in certain of these legal proceedings could have a material adverse effect on our financial position or
+results of operations. See “Risk Factors - Risks Related to Our Intellectual Property, Data Privacy and Cybersecurity - If
+we are unable to obtain, maintain and enforce patent protection for our current products and product candidates, and any future products
+or product candidates we may develop, or if the scope of the patent protection obtained is not sufficiently broad, our competitors or
+other third parties could develop and commercialize products and product candidates similar or identical to ours and our ability to successfully
+develop and commercialize our products and product candidates may be adversely affected.” 
+17

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+Item 13. 
+Certain Relationships and Related
+Transactions, and Director Independence 
+73

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+0002023554,SNDK,Sandisk Corp,2025,10-K,2025-08-21,2025-06-27,2025-08-21T00:31:19.000Z,0002023554-25-000034,sndk-20250627.htm,10-K,13482967,1,1,https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndk-20250627.htm,https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/

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+Item 1. Business 
+Separation from Western Digital Corporation 
+Prior to February 21, 2025, we were wholly owned by Western Digital Corporation (“WDC”). As of February 21, 2025, we separated from WDC (the “separation”) and became a standalone publicly traded company, trading under the stock symbol “SNDK” on the Nasdaq Global Select Market. For more information about the separation, see Part II, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operation and Part II, Item 8., Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K. 
+General 
+Sandisk is a leading developer, manufacturer and provider of data storage devices and solutions based on NAND flash technology. With a differentiated innovation engine driving advancements in storage and semiconductor technologies, our broad and ever-expanding portfolio delivers powerful flash storage solutions for AI workloads in datacenters, edge devices, and consumers. Our technologies enable everyone from students, gamers, and home offices to the largest enterprises and public clouds to produce, analyze, and store data. Our solutions include a broad range of solid-state drives, embedded products, removable cards, universal serial bus drives and wafers and components. Our broad portfolio of technology and products addresses multiple end markets of “Cloud,” “Client” and “Consumer.” 
+Through the Client end market, we provide our original equipment manufacturer and channel customers a broad array of high-performance flash solutions across personal computer, mobile, gaming, automotive, virtual reality headsets, at-home entertainment, and industrial spaces. The Consumer end market is highlighted by our broad range of retail and other end-user products, which capitalizes on the strength of our product brand recognition and vast presence around the world. Cloud is comprised primarily of products for datacenters, cloud service providers, and private cloud customers. 
+We hold a strong position in the Consumer end market and have significant consumer brands and franchises globally, with valuable patent portfolios containing approximately 7,900 granted patents and approximately 3,200 pending patent applications worldwide. We have extensive customer, partner and channel relationships across a number of end-markets and geographies and have a rich heritage of innovation and operational excellence, a wide range of intellectual property assets, broad research and development capabilities and large-scale, efficient manufacturing supply chains. The strong growth in the amount, value and use of data continues, creating a global need for larger, faster, and more capable storage solutions. 
+We are a customer-focused organization that has developed deep relationships with industry leaders to continue to deliver innovative solutions to help users capture, store and transform data across a boundless range of applications. We help original equipment manufacturers address storage opportunities and solutions to capture and transform data into a myriad of devices and edge technologies. We have also built strong consumer brands with tools to manage vast libraries of personal content and to push the limits of what’s possible for storage. At Sandisk, we continue to transform ourselves to address the growth in data by providing what we believe to be the broadest range of storage technologies in the industry with a comprehensive product portfolio and global reach. 
+Industry 
+We operate in the data storage industry. The ability to access, store and share data from anywhere on any device is increasingly important to our customers and end users. From the intelligent edge to the cloud, data storage is a fundamental component underpinning the global technology architecture. Our strengths in innovation and cost leadership, diversified product portfolio and broad routes to market provide a foundation upon which we are solidifying our position as an essential building block of the digital economy. We believe there is a tremendous market opportunity flowing from the rapid global adoption of the technology architecture built with cloud infrastructure tied to intelligent endpoints all connected by high-performance networks. The value and urgency of data storage at every point across this architecture have never been clearer. 
+The increase in computing complexity and advancements in artificial intelligence, along with growth in cloud computing applications, connected mobile devices and Internet-connected products, and edge devices is driving unabated growth in the volume of digital content to be stored and used. We believe our expertise and innovation in flash technology enable us to bring powerful solutions to a broader range of applications. We continuously monitor the full array of flash-based storage technologies, including reviewing these technologies with our customers, to ensure we are appropriately resourced to meet our customers’ storage needs. 
+Flash Technology 
+5 
+Table of Contents 
+Flash products provide non-volatile data storage based on flash technology. We develop and manufacture solid state storage products for a variety of applications including enterprise or cloud storage, client storage, automotive, mobile devices and removable memory devices. Over time, we have successfully developed and commercialized successive generations of 2- and 3-dimensional flash technology with increased numbers of storage bits per cell in an increasingly smaller form factor, further driving cost reductions. We devote significant research and development resources to the development of highly reliable, high-performance, cost-effective flash-based technology and are continually pursuing developments in next-generation flash-based technology capacities. We are leveraging our expertise, resources and strategic investments in non-volatile memories to explore a wide spectrum of persistent memory and storage class memory technologies. We have also initiated, defined and developed standards to meet new market needs and to promote wide acceptance of flash storage standards through interoperability and ease of use. 
+Our Data Solutions 
+Our broad portfolio of technology and products addresses multiple end markets of “Cloud,” “Client” and “Consumer” and are comprised of the Sandisk™ brand. Certain of our products will also be sold for a limited transitional period under the Western Digital ® , WD ® and other brands under license from WDC. 
+Cloud represents a large and growing end market comprised primarily of products for public or private cloud environments and enterprise customers. We provide the Cloud end market with an array of high-performance enterprise solid state drives. Our high-performance enterprise class solid state drives include high-performance flash-based solid state drive and software solutions that are optimized for performance applications providing a range of capacity and performance levels primarily for use in enterprise servers and supporting high-volume online transactions, AI-related workloads, data analysis and other enterprise applications. 
+Through the Client end market, we provide numerous data solutions that we incorporate into our client’s devices, which consist of solid state drive desktop and notebook PCs, gaming consoles and set top boxes, as well as flash-based embedded storage products for mobile phones, tablets, notebook PCs and other portable and wearable devices, automotive applications, Internet of Things, and industrial and connected home applications. Our solid state drives are designed for use in devices requiring high performance, reliability and capacity with various attributes such as low cost per gigabyte, quiet acoustics, low power consumption and protection against shocks. 
+We serve the Consumer end market with a portfolio of solid state drives and removable flash, including cards and universal serial bus flash drives, through our retail and channel routes to market. We offer client portable solid state drives with a range of capacities and performance characteristics to address a broad spectrum of the client storage market. Our removable cards are designed primarily for use in consumer devices, such as mobile phones, tablets, imaging systems, cameras and smart video systems. Our universal serial bus flash drives are used in the computing and consumer markets and are designed for high performance and reliability. 
+Competition 
+Our industry is highly competitive. We believe we are well positioned with our leading flash product portfolio, premium consumer brand, differentiated semiconductor innovation engine and leadership in driving cost efficiency. Nevertheless, we face strong competition from other manufacturers of flash in the Cloud, Client and Consumer end markets. We compete with vertically integrated suppliers such as Kioxia, Micron Technology, Inc., Samsung Electronics Co., Ltd., SK Hynix, Inc., Yangtze Memory Technologies Co., Ltd. and numerous smaller companies that assemble flash into products. 
+Business Strategy 
+Our overall strategy is to leverage our innovation, technology and execution capabilities to be an industry-leading and broad-based developer, manufacturer and provider of storage devices and solutions that support the infrastructure that has enabled the unabated proliferation of data. We strive to successfully execute our strategy through the following foundational elements in order to create long-term value for our customers, partners, investors and employees: 
+• Innovation and Cost Leadership : We continue to innovate and develop advanced technologies across platforms to deliver timely new products and solutions to meet growing demands for scale, performance and cost efficiency in the market. 
+• Broad Product Portfolio : We leverage our capabilities in firmware, software and systems to deliver compelling and differentiated integrated storage solutions to our customers that offer the best combinations of performance, cost, power consumption, form factor, quality and reliability, while creating new use cases for our solutions in emerging markets. 
+6 
+Table of Contents 
+• Operational Excellence : We are focused on delivering the best value for our customers in Cloud, Client and Consumer end markets through a relentless focus on appropriately scaling our operations to efficiently support business growth; achieving best in class cost, quality and cycle-time; maintaining industry leading manufacturing capabilities; and having a competitive advantage in supply-chain management. 
+Our strategy provides the following benefits, which distinguish us in the dynamic and competitive data storage industry: 
+• a varied product portfolio that establishes us as a leading developer and manufacturer of integrated products and solutions, making us a more strategic supply partner to our customers; 
+• efficient and flexible manufacturing capabilities, allowing us to leverage our flash research and development and capital expenditures to deliver innovative and cost-effective storage solutions to multiple markets; 
+• deep relationships with industry leaders across the data ecosystems that give us the broadest routes to market; and 
+• industry leading consumer brand awareness and global retail distribution presence. 
+Research and Development 
+We devote substantial resources to the development of new products and the improvement of existing products. We focus our engineering efforts on optimizing our product design and manufacturing processes to bring our products to market in a cost-effective and timely manner. For a discussion of associated risks, see Part I,

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+Item 13. Certain Relationships and Related Transactions, and Director Independence 
+102

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