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+Item
+1. Business. 
+Overview
+Rubber
+Leaf Inc (the “Company”) was incorporated under the laws of the State of Nevada on May 18, 2021. On May 27, 2021, the Company
+entered into the Share Exchange Agreement with Xingxiu Hua, the Chief Executive Officer, President and Chairperson of the Company, pursuant
+to which the Company issued 40,000,000 shares of common stock to Ms. Hua in consideration of Ms. Hua’s efforts to procure Rubber
+Leaf LLC to transfer any and all equity interests in RLSP to the Company. We acquired Rubber Leaf Sealing Products (Zhejiang) Co., Ltd.
+on July 1, 2021, through an equity transfer between Rubber Leaf LLC and Rubber Leaf Inc. On November 20, 2025, the Company
+completed the disposition of RLSP through a Share Purchase Agreement (“Agreement”) with Shanghai Yongliansen Import
+and Export Trading Co., Ltd. (“Yongliansen”), of which our Chief Executive Officer, Ms. Xingxiu Hua, holds 30% of the outstanding
+equity. Pursuant to the Agreement, we sold all of our then equity interests in RLSP to Yongliansen for cash consideration of US$3,000,000,
+payable in three installments. RLSP has filed the sale and change of sole shareholder with the State Administration for Market Regulation
+of the PRC (the “ SAMR ”) with the official registration date being October 28, 2025. Prior to the disposition of RLSP,
+we established a wholly owned subsidiary in Hong Kong, Rubber Leaf Limited (“RLHK”), on September 22, 2025, and substantially
+transferred all principal orders, customer contracts and supply arrangements formerly associated with RLSP to RLHK. RLHK is now the Company’s
+primary operating entity and continues to conduct business specializing in sales of automotive rubber and plastic sealing strips. We
+are a well-known auto parts enterprise, and we are also the first-tier supplier of well-known auto brands such as eGT and Volkswagen. 
+Our
+principal business address is Room 2109, 21/F C C WU BLDG 302-308 HENNESSY, ROAD, WANCHAI, HONG KONG. 
+Business
+Strategy 
+Our
+former wholly owned subsidiary RLSP, an automotive rubber and plastic sealing strip manufacturer, has been acknowledged as first-tier
+supplier to manufacture sealing strips for some auto Original Equipment Manufacturers, such as eGT and Volkswagen. Since December 2019,
+RLSP has been supplying automotive rubber and plastic sealing strips to eGT, a joint venture between Dongfeng and French Renault. Additionally,
+RLSP has also been acknowledged as second-tier manufacturer of automotive rubber and plastic sealing strip from some Branded Automobile
+Manufacturers (the “Auto Manufacturers”). Despite only entering the Chinese automotive sealing strip market in 2019, RLSP’s
+well known customers and our own unique advantages have allowed us to rapidly expand our market presence and increase our market share. 
+Prior
+to the RLSP’s disposition, we transferred all principal orders, customer contracts and supply arrangements formerly associated
+with RLSP to RLHK. 
+Recent
+Developments 
+The
+following highlights recent material developments in our business: 
+● 
+FAW-Volkswagen
+Agreements 
+In
+October 2023, we entered into a joint research and development agreement, confidentiality agreement and integrity cooperation agreement
+with FAW-Volkswagen Automotive Company, Ltd. (“FAW-Volkswagen”). Following detailed quotations, technical analyses and cost
+control proposals in November 2023, and subsequent facility inspections by the customer, FAW-Volkswagen accepted our quotation and technical
+plan in December 2023. 
+● 
+Hozon New Energy
+Auto Orders 
+In February 2024, we cooperated
+with Hozon New Energy Auto Co., Ltd for whole car rubber window sealing orders. The engagement commenced with technical consultations
+in November 2023, leading to the acceptance of our quotation and cost plan in December 2023. Post the inspection of our site, factory
+building and equipment, we are scheduled to supply sample products in March 2024, initiate the first batch production in August 2024
+and ramp up production beginning in October 2024. The initial production is forecasted to be between 3,000 to 4,000 rubber window
+seal sets, increasing by 2,000 sets monthly, with a peak monthly production of 12,000 sets. 
+Main
+Products 
+● 
+Since our establishment,
+we have been engaged in the research and development, design, production and sales of auto parts such as automobile sealing strips.
+We have strong capabilities in tooling, mold creation, specialized equipment development, and comprehensive product design skills.
+We mainly supply sealing strip products for domestic and foreign automobile manufacturers, as well as supporting research and development
+and follow-up services. 
+1 
+Technology
+Development Advantage 
+● 
+With extensive experience
+in the rubber industry, we have formed a strong technical advantage in the field of rubber formulations. Our high-hardness rubber
+and low-density sponge production technology have reached the domestic leading level. We are also expertise in the areas of rubber
+vulcanization, modular development, three-dimensional molding, seamless interface, surface pre-coating, and surface flocking technologies.
+We are a leading candidate in the development and application of technology, rubber mixing process technology, CAE, CAD analysis
+simultaneous development technology and length control technology, and has applied these technologies to mass production. Moreover,
+we have gained experience and technical proficiency necessary for synchronous development with automotive OEMs 
+Customer
+Resource Advantage 
+● 
+For auto parts manufacturers
+that supply to auto OEMs, establishing and maintaining cooperative relationships with mainstream auto OEMs is the key to their survival
+and development. We have established a strong cooperative relationship with internationally renowned automobile manufacturers, become
+a supplier for eGT and Volkswagen. Automobile manufacturers enforce stringent criteria for qualifying suppliers, assessing factors
+such as enterprise scale, quality system, technology development capabilities, quality capabilities, on-site 5S, procurement management,
+process management, quality improvement capabilities, human resource training and other aspects. This evaluation process typically
+spans 1-3 years. 
+Investment
+Highlights 
+● 
+Our Company’s revenue-generating
+activities are anchored in a diverse portfolio of innovative products and services, as detailed in the “Main Products”
+subsection of our “Business” section. Central to our success is our range of rubber and plastic car window and door sealing
+strips, which have established a strong market presence due to their quality and unique design for different automobiles. These offerings
+cater to our OEM customers, addressing key market demands and trends. Our revenue streams are further bolstered by our whole car
+rubber and plastic design ability, which complement our main offerings and provide integrated solutions to our clients. This holistic
+approach not only diversifies our income sources but also enhances customer retention and satisfaction. Our commitment to innovation,
+coupled with a strategic focus on emerging market needs, positions us uniquely in the industry. This approach has enabled us to maintain
+a competitive edge and continue to expand our market reach, thereby offering promising investment potential. 
+Growth
+Strategies 
+● 
+A key pillar of our growth
+plan is to enhance product innovation and development, and expand new customers, allowing us to stay ahead in a rapidly evolving
+market and meet the emerging needs of our customers. We are committed to investing in research and development, which will drive
+the introduction of new products and improvements to existing ones. 
+● 
+Another critical component
+of our strategy is geographic expansion. We aim to enter new international markets and increase our share in existing markets by
+leveraging our strong distribution networks and marketing strategies. This will not only diversify our customer base but also reduce
+our dependency on any single market. 
+● 
+Additionally, we plan to
+pursue strategic partnerships and acquisitions in different countries (our first target is the U.S.), which will allow us to access
+new technologies, expand our product lines and enter new markets more rapidly than organic growth alone would permit. 
+● 
+Finally, a focus on operational
+efficiency and cost management will ensure that we remain competitive and profitable, even as we invest in growth. By optimizing
+our operations and carefully managing expenses, we can reinvest savings into key growth areas. 
+2 
+With
+the increasingly fierce competition in the automobile manufacturing industry, auto OEMs demand greater comprehensive strength and industry
+experience from their suppliers. The ability to provide support services to mainstream auto OEMs is becoming a more critical criterion
+for customers in choosing suppliers. Therefore, the automobile manufacturing industry has gradually become a relatively closed ecosystem,
+where only auto parts suppliers with high-quality customer bases can achieve a sustainable cycle of development. 
+Sales
+and Marketing 
+Our
+primary offerings consist of automotive rubber and plastic sealing strips tailored for specific models. These products boast distinctive
+personalized customization features, making the direct sales model the predominant approach. We directly engage with the auto OEMs or
+their first-tier suppliers to obtain supplier qualifications, define product specifications and models, negotiate product prices and
+finalize orders. 
+All
+of our executives are seasoned industry professionals with extensive experience in the automotive sector for more than 20 years. Their
+expertise and extensive network facilitate our market expansion for businesses. While securing approval from auto OEMs may be a time-intensive
+process, once established as their supplier, our orders demonstrate stability spanning several years. 
+Our
+sales process is generally divided into two stages: product development and mass supply. In the initial product development stage, we
+initiate contact with potential customers, gaining entry into the list of qualified suppliers through a series of reviews by them. After
+securing projects through bidding or other methods, we will collaborate with automakers and their component suppliers to either enhance
+existing seal products for mass-produced models or develop new models that align with the specified functions, performance criteria and
+cost requirements. 
+Prior
+to finalizing batch supply agreements, which refer to supply agreements where “batch” means a specific quantity of products
+or materials, uniformly processed to maintain quality and identified by a unique number for efficient traceability and distribution,
+customers conduct thorough evaluations of our factory area, production lines and management system to verify our capacity for mass supply
+and ensure consistency in product quality. This stage is time-consuming, with the improved development of seals for mass-produced models
+typically taking around six months. Simultaneous development of new models with auto OEMs and their accessory suppliers often extends
+over a year or more. Based on considerations such as cost efficiency and product consistency, auto OEMs generally choose one or two major
+suppliers for a given automotive seal product. Therefore, in the batch supply stage, we can generally obtain consistent and stable orders
+based on the production and sales volume of the models incorporating our products. At this stage, our primary responsibilities include
+providing high-quality products in a timely manner based on customer orders, offering after-sales service, engaging in regular or irregular
+price negotiations and formalizing pricing contracts. 
+Our
+sales are substantially dependent on one major customer and related party, Shanghai Xinsen Import & Export Co., Ltd for the year
+ended December 31, 2022. Effective on October 1, 2022, Ms. Xingxiu Hua, the Company’s Chief Executive Officer, President, and Chairperson,
+reduced her direct ownership in Shanghai Xinsen from 90% to 15%. Concurrently, Ms. Hua stepped down as the Legal Representative and General
+Manager of Shanghai Xinsen pursuant to a board resolution of Shanghai Xinsen on the same date. This change in ownership was made and
+certified by the local government on October 11, 2022. 
+Ms.
+Hua’s decision to adjust her ownership interest in Shanghai Xinsen forms an integral component of the Group’s comprehensive strategic
+restructuring initiative. This restructuring was undertaken to enhance operational efficiency, strengthen corporate governance, optimize
+the Group’s business portfolio, and position the organization for sustainable long-term growth. 
+As
+part of this strategic optimization, the Group completed the disposal of RLSP in November 2025. This decision was driven by compelling
+business considerations: RLSP had accumulated significant outstanding liabilities and was subject to multiple ongoing legal proceedings,
+which posed material risks to the Group’s financial health and operational stability. The disposal of RLSP represents a prudent measure
+to eliminate these legacy burdens and mitigate potential future risks to the Group. 
+3 
+Following
+the disposal of RLSP, the Group has reorganized its commercial operations through RLHK, a newly incorporated entity established on September
+22, 2025. RLHK now serves as the primary platform for sales operations and customer-facing activities. This reorganization was designed
+to achieve several strategic objectives: 
+Risk
+Mitigation: Establishment of a clean operational platform free from legacy liabilities and legal encumbrances 
+Enhanced
+Governance: Implementation of improved internal controls and compliance frameworks aligned with regulatory requirements 
+Operational
+Efficiency: Streamlined business processes and strengthened management capabilities 
+Strategic
+Positioning: Creation of a robust foundation to support the Group’s future business development and market expansion 
+Importantly,
+these structural adjustments are internal reorganization measures that do not affect the Group’s underlying commercial relationships
+or market position. The Group maintains well-established and mature business relationships with Shanghai Xinsen, built over many years
+of successful cooperation. The Group expects its sales volume to Shanghai Xinsen to remain stable and continue at historical levels. 
+Furthermore,
+the continuity of end-user demand remains robust. Two of Shanghai Xinsen’s key downstream customers—Shanghai Hongyang and Wuhu
+Huichi—have consistently utilized the Group’s products over an extended period through their commercial arrangements with Shanghai
+Xinsen. This established pattern of stable, long-term demand from end-users demonstrates the fundamental strength and resilience of the
+Group’s market position, independent of internal corporate restructuring activities. 
+In
+summary, the Group’s reorganization represents a proactive and strategically sound response to optimize its corporate structure, eliminate
+legacy risks, and establish a stronger platform for future growth and value creation. 
+4 
+We
+currently operate with two sales models, the direct supply model and indirect supply model: 
+Model
+A (Direct Supply Model) 
+Following
+successful on-site inspections by auto OEMs, our operating subsidiary secures listing in its directories as a first-tier supplier that
+directly provides products to the OEM. For example, eGT is an auto OEM, and we serve as their first-tier supplier. eGT directly signs
+purchase or supply agreements with our subsidiary. This positions our operating subsidiary to independently procure raw materials, manufacture
+final products and directly deliver finished goods to the warehouses of the auto OEMs. Our operating subsidiary fulfills its performance
+obligation upon the delivery of finished products to their warehouses, following a subsequent quality inspection approved by them. Simultaneously,
+they may request product replacements for disqualified items. Ownership and control of our finished products transfer to customers upon
+successful inspection and acceptance into an OEM’s warehouse. Revenue recognition occurs upon the transfer of control of our products
+to a customer, with payments made directly by the OEM. 
+Model
+B (Indirect Supply Model) 
+Our
+operating subsidiary receives the purchase orders from our related parties-Shanghai Xinsen and Xinsen Sealing Products (Hangzhou) Co.,
+Ltd (“Hangzhou Xinsen”) (collectively named as “Xinsen Group” for two companies together). The Company’s
+Chief Executive Officer, President and Chairperson, Ms. Xingxiu Hua, previously held a 90% ownership interest in Shanghai Xinsen and
+Shanghai Xinsen holds a 70% ownership interest in Hangzhou Xinsen. Effective October 1, 2022, Ms. Hua reduced her ownership of Shanghai
+Xinsen from 90% to 15%, and accordingly reduced her indirect ownership of Hangzhou Xinsen from 63% to 10.5%. The Xinsen Group is a rubber
+product trading expert with 20 years of experience in the auto parts market, who charges 1% of the total sales amount before VAT tax
+as sales commission before September 30, 2022, and subsequently 0.25% effective from October 1, 2022 after the renegotiation between
+RLSP and Xinsen Group. The sales commission incurred in each period is recorded as part of selling expense of the Company. The Xinsen
+Group serves as a certified second-tier supplier for branded Automobile Manufacturers (“Auto Manufacturers”). A second-tier
+supplier refers to a supplier that provides products to the first-tier suppliers of the OEM. First-tier suppliers could be suppliers
+of car doors, rubber and plastic components and other automobile parts. Auto Manufacturers issue consolidated purchase orders for complete
+sets of rubber and plastic auto parts for a particular model to their first-tier suppliers. These first-tier suppliers subcontract the
+production of rubber and plastic seals to second-tier suppliers. As a second-tier supplier and a facilitator of production rather than
+a direct manufacturer, Xinsen Group coordinates with us to fulfill orders. Upon receipt of purchase orders, our operating subsidiary
+procures rubber materials from our vendors. The production process involves outsourcing to third-party manufacturers for either work-in-process
+products (“WIP”) or finished products, based on management’s decisions in response to operational circumstances. 
+We
+employ two distinct forms of outsourced processing under Model B. 
+1) 
+our operating subsidiary
+purchases raw materials and subcontracts production from third-party manufacturers for WIP. Once WIP is finished and delivered to
+the warehouse, our operating subsidiary oversights certain manual processes, such as welding and constructing in order to meet the
+specification of the purchase orders. The completion of the final products is contingent upon a rigorous quality inspection conducted
+by our operating subsidiary, ensuring they meet the highest standards. 
+2) 
+our operating subsidiary
+purchases raw materials and subcontracts third party manufacturers to produce finished products. Our operating subsidiary
+will trace and observe each step of production undertaken by third-party manufacturers, with a primary focus on the final quality
+control step. 
+The
+finished products are delivered to the warehouses of Xinsen Group’s upstream first-tier suppliers, either from our locations or
+those of the third-party manufacturers. Quality inspection is carried out by assigned inspectors from Xinsen Group upon delivery. RLSP
+fulfills its obligation when the finished products reach Xinsen Group’s customers and pass the qualified quality inspection. 
+5 
+In
+the event of products that do not pass inspection, the Xinsen Group initiates a product replacement process. Upon confirmation of quality
+and quantity, and acceptance of finished products into Xinsen Group’s customers’ warehouses, invoices are provided to us
+as proof of delivery. The date of the invoices signifies the transfer of ownership and control of the finished products under model B
+from us to Xinsen Group and indirectly to its upstream first-tier suppliers. We recognize at such time as Xinsen Group’s customers
+accept delivery of products. 
+The
+following diagram shows how sales are generated, how invoices and payments are processed and how our products are manufactured and distributed
+to customers, through our direct and indirect supply models. 
+Our
+Industry and Market Opportunity 
+We
+are confident that the demand for our products is closely linked to the expansion of our customers’ end markets, which are poised
+for growth. Insights from IHS Global Insight, a prominent economic and financial analysis firm, predict that starting from 2023, total
+vehicle sales in emerging markets (covering regions like Asia, excluding Japan, South America and Eastern Europe) are projected to match
+or surpass those in mature markets (encompassing North America, Western Europe and Japan). This forecast is underpinned by escalating
+income levels that are fueling secular growth. This upward trajectory in emerging markets signifies a substantial growth prospect for
+the global automotive industry, particularly for manufacturers and suppliers of components consisting of rubber materials utilized in
+automobile production. We anticipate that the surge in our markets will be bolstered by the enhancement of living standards in emerging
+markets, the internationalization of automotive platforms, advancements in fuel efficiency and the escalating demand for lightweight
+materials and refined automotive interior materials. Furthermore, there’s an extensive growth in the requirement for quality rubber
+materials within the automotive sector. We are in a prime position to leverage these evolving trends and foresee continued benefits from
+the improving market dynamics within our industry. Over recent years, there has been a rationalization of higher-cost capacities across
+many of our key product lines, accompanied by numerous consolidation activities within the rubber materials sector. We envisage that
+our markets will persist in a long-term trend towards consolidation, presenting opportunities for our enterprise due to our scale and
+extensive geographical presence. Moreover, market developments pertaining to certain raw materials we use significantly influence our
+business operations. 
+6 
+Vendors 
+To
+reduce the purchase cost and enhance the purchase power, our subsidiary, our operating subsidiary
+purchases approximately 93% of the raw materials from Shanghai Haozong Rubber & Plastic Technology Co., Ltd. Mr. Jun Tong,
+one of the Company’s directors, holds a 30% ownership of Shanghai Haozong. Our current business strategy leads to a significant
+reliance on Shanghai Haozong for our supply needs. 
+Following
+the disposition of RLSP, our Hong Kong operating subsidiary, RLHK, currently sources approximately 70% of its raw materials
+from Yongliansen and approximately 30% from Shanghai Haozong. These sourcing proportions are subject to change
+over time. In particular, purchases from Yongliansen have been steadily increasing and may potentially reach up to 100%, while purchases
+from Shanghai Haozong may decline to approximately 0%. 
+As
+a result, our business has become, and may continue to become, substantially dependent on Yongliansen as a primary supplier,
+consistent with our current business strategy. 
+COVID-19 
+Even
+after the COVID-19 pandemic has subsided, COVID-19 continues to cause operational disruptions to businesses due to factors such as sporadic
+outbreaks, new variants and subvariants and varying responses by governments and public health authorities. Any future outbreak may impact
+the overall availability and cost of materials and logistics, which may adversely affect our operations and financial results. If there
+is another outbreak of COVID-19 or a similar public health threat, it could impact demand for our products, which in turn could adversely
+affect our revenue and results of operations. 
+Geopolitical
+Conditions 
+Our
+operations could be disrupted by acts of war, terrorist activity or other similar events, including the Israel-Palestine war in October
+2023 and the current or anticipated impact of military conflict and related sanctions imposed on Russia, Belarus and certain individuals
+and entities connected to Russian or Belarusian political, business, and financial organizations by the United States and other countries
+due to Russia’s invasion of Ukraine in February 2022. It is not possible to predict the broader consequences of the conflicts,
+including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof
+and with regard to the Russia-Ukraine war, any counter measures or retaliatory actions by Russia or Belarus in response, including, for
+example, potential cyberattacks or the disruption of energy exports. 
+In
+addition, geopolitical conditions can disrupt global supply chains, affecting both the procurement of essential raw materials and the
+delivery of our products. Interruptions or delays in receiving necessary inputs could hinder our manufacturing. This may result in market
+volatility, affecting the prices of raw materials and energy. Fluctuations in the cost of rubber and other necessary commodities used
+in our manufacturing may impact our profit margins and overall financial stability. In addition, political instability may result in
+trade restrictions or economic sanctions, potentially limiting our access to certain markets or sources of materials, impacting our sales
+and supply chain. 
+Competition 
+According
+to the statistics of the Automobile Industry Branch of the China Association of Automobile Manufacturers, the 33 major automobile rubber
+sealing strip manufacturers that participated in the statistics in 2020, the scope of supporting cooperation covers almost all automobile
+manufacturers in China and all automobile manufacturers including passenger cars and commercial vehicles. In 2020, the rubber sealing
+strip industry achieved revenues of about 15.53 billion Chinese RMB, of which main business candidates of the industry accounted for
+about 95% of the market share. 
+There
+is significant competition for the rubber sealing strip industry in the PRC. Despite the competitive nature of the market with approximately
+200 key players globally holding a significant market share, our Company stands out due to our unique strengths and capabilities. We
+hold a competitive edge in two significant areas: 
+Product
+Versatility: We have the unique capability to manufacture both rubber and plastic sealing components. In China, this versatility is matched
+only by Cooper Standard. This dual-material production capability allows us to meet a wide range of client requirements and sets us apart
+in a market where most competitors specialize in only one type of material. 
+7 
+Comprehensive
+Production Line Advantage: Our production lines are designed for the comprehensive assembly of all rubber and plastic sealing components
+required for vehicles. While the majority of companies in the sector can only cater to a portion of the sealing components, we specialize
+in fulfilling complete vehicle sealing component orders. This holistic approach not only ensures efficiency and consistency in quality
+but also positions us as a one-stop solution for our clients’ sealing needs. 
+As
+a small, early-stage company, navigating a market with established and emerging competitors poses its challenges. However, our specialized
+products and strategic marketing, coupled with our unique strengths in product versatility and comprehensive production capabilities,
+position us favorably. Despite the dynamic nature of this mature and evolving marketplace, we believe these distinctive advantages fortify
+our competitive stance, though we continue to recognize the need for agility and innovation to maintain and enhance our market position. 
+Many
+of our competitors are larger than we are and can devote more resources than we can do to the manufacture, distribution and sale of the
+rubber sealing strip. In order to successfully compete in our industry, we will need to: 
+● 
+Expand our customers basis
+and strive for additional orders; 
+● 
+Raise funds to support
+our operations and expand our capacities; 
+● 
+Recruit talent to explore
+high technology (e.g., advanced technology in our industry, including, among other things, environmental friendly raw materials,
+etc.); and 
+● 
+That we provide outstanding
+product quality, customer service and rigid integrity in our business dealings. 
+However,
+there can be no assurance that even if we do these things we will be able to compete effectively with the other companies in our industry.
+We believe that we have the required management expertise in the rubber sealing strip industry with good development potential and affordable
+price. 
+Government
+Regulations 
+Our
+current wholly owned subsidiary, RLHK, is incorporated and operating in Hong Kong. RLHK has obtained the requisite permissions from Hong
+Kong authorities to operate its current business in Hong Kong 
+Corporate
+History and Structure 
+Rubber
+Leaf Inc was incorporated under the laws of the State of Nevada on May 18, 2021. On May 27, 2021, the Company entered into the Share
+Exchange Agreement with Xingxiu Hua, the Chief Executive Officer, President and Chairperson of the Company, pursuant to which the Company
+issued 40,000,000 shares of common stock to Ms. Hua in consideration of Ms. Hua’s efforts to procure Rubber Leaf LLC to transfer
+any and all equity interests in RLSP to the Company. We acquired Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. on July 1, 2021, through
+an equity transfer between Rubber Leaf LLC and Rubber Leaf Inc. After the acquisition, RLSP became our 100% directly controlled subsidiary
+and wholly foreign-owned enterprise in China. All of our business was conducted through RLSP until its disposition on November 20, 2025.
+RLSP was established in Fenghua, Ningo, China and commenced operations in July 2019. RLSP was the wholly owned subsidiary of Rubber Leaf
+LLC, a Delaware company organized on June 1, 2018, and Xingxiu Hua, our Chief Executive Officer, President and Chairperson of the Board,
+was the sole member of Rubber Leaf LLC. RLSP specialized in the production and sales of automotive rubber and plastic sealing strips. 
+8 
+RLSP
+completed disposition through a Share Purchase Agreement dated November 20, 2025(“Agreement”) with Shanghai
+Yongliansen Import and Export Trading Co., Ltd. (“Yongliansen”), of which our Chief Executive Officer, Ms. Xingxiu Hua,
+holds 30% of the outstanding equity. Pursuant to the Agreement, we sold all of our then equity interests in the Former PRC
+Subsidiary, RLSP to Yongliansen for cash consideration of US$3,000,000, payable in three installments. RLSP has filed the sale and
+change of sole shareholder with the State Administration for Market Regulation of the PRC (the “SAMR”) with the official
+registration date being October 28, 2025. 
+Prior
+to the disposition of RLSP, we established a wholly owned subsidiary in Hong Kong, Rubber Leaf Limited on September 22, 2025, and substantially
+transferred all principal orders, customer contracts and supply arrangements formerly associated with RLSP to RLHK. RLHK is now the Company’s
+primary operating entity and continues to conduct business specializing in sales of automotive rubber and plastic sealing strips. We
+are a well-known auto parts enterprise, and we are also the first-tier supplier of well-known auto brands such as eGT and Volkswagen. 
+Our
+principal business address is Room 2109, 21/F C C WU BLDG 302-308 HENNESSY, ROAD, WANCHAI, HONG KONG. 
+The
+following diagram illustrates our corporate structure as of February 6, 2026 
+Transfer
+of Cash Through our Group 
+Our
+equity structure is a direct holding structure, that is, Rubber Leaf Inc, directly controls . Rubber Leaf Limited, a company established
+in Hong Kong. 
+After
+foreign investors’ funds are remitted to RLI at the close of this offering, the funds can be directly transferred to RLHK. 
+9 
+Until
+date of the disposition, no cash and other asset transfers have occurred from RLSP to RLI, no dividends or distributions have been made
+from RLSP to RLI, and RLI has not paid any dividends to investors. As of the date of this Annual Report on Form 10-K, no cash and other
+asset transfers have occurred from RLHK to RLI, no dividends or distributions have been made from RLHK to RLI, and RLI has not paid any
+dividends to investors. For the foreseeable future, the Company intends to use any earnings for research and development and to expand
+its production capacity. As a result, we do not expect to pay any cash dividends. 
+If
+RLI intends to distribute dividends, RLI will transfer the dividends from RLHK to RLI in accordance with the laws and regulations of
+Hong Kong, and then the dividends will be distributed from RLI to all shareholders respectively in proportion to the shares they hold,
+regardless of whether the shareholders are U.S. investors or investors in other countries or regions. 
+As
+of December 31, 2025 and December 31, 2024, our Chief Executive Officer, President and Chairperson of the Board, Ms. Xingxiu Hua and
+CFO Wanghua, provided loans to the Company and RLHK in the total amount of $ 3,171,929.00 and $ 3,023,625.00 for its daily operation,
+respectively. 
+Until
+date of the disposition, no cash and other asset transfers have occurred from RLSP to RLI, no dividends or distributions have been made
+from RLSP to RLI, and RLI has not paid any dividends to investors. As of the date of this Annual Report on Form 10-K, no cash and other asset transfers
+have occurred from RLHK to RLI, no dividends or distributions have been made from RLHK to RLI, and RLI has not paid any dividends to
+investors. For the foreseeable future, the Company intends to use any earnings for research and development and to expand its production
+capacity. As a result, we do not expect to pay any cash dividends. 
+Our
+Hong Kong subsidiary’s ability to distribute dividends in the future will be based upon its distributable earnings. Under the current
+practice of the Inland Revenue Department of Hong Kong, dividends paid by RLHK are generally not subject to Hong Kong profits tax. The
+Mainland China laws and regulations do not currently have any material impact on transfers of cash from RLHK to RLI or from RLI to RLHK.
+Cash transfers among RLI, RLHK and investors will be conducted in accordance with applicable Hong Kong laws and regulations 
+In
+addition, if RLHK incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends.
+As of the date of this Annual Report on Form 10-K, other than the transfer of cash in the amount of $ 130,000 from RLI to RLSP as capital contribution
+for its daily operation in May 2024, and $125,000 and $2,055,415 from RLI to RLSP as capital contribution for its daily operation during
+the year ended December 31, 2023 and 2022, respectively, there were no material cash flows between RLI and RLSP and for the past two
+fiscal years, RLSP has not declared any dividends or made other distributions to the Company nor has the Company paid dividends or made
+other distributions to its shareholders. We intend to retain most of our available funds and any future earnings after this offering
+and cash proceeds from financing activities, including this offering, to fund the development and growth of our business. As a result,
+we do not expect to pay cash dividends in the near future. 
+10 
+Human
+Capital Resources 
+As
+of February 6, 2026, we have a total of 10 full time employee. 
+Our
+human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing
+and new employees, advisors and consultants. The principal purposes of our equity and cash incentive plans are to attract, retain and
+reward personnel through the granting of stock-based and cash-based compensation awards, in order to increase stockholder value and the
+success of our Company by motivating such individuals to perform to the best of their abilities and achieve our objectives. 
+Patents
+and Trademarks 
+The
+Company currently does not own any patents or trademarks. 
+Reports
+to Security Holders 
+The
+Company’s documents filed with the Securities and Exchange Commission (“SEC”) may be inspected at the SEC’s principal
+office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section
+of the SEC, 100 F Street N.E., Washington, D.C. 20549. Call the SEC at 1-800-SEC-0330 for further information on the operation of the
+public reference rooms. The SEC also maintains a web site at www.sec.gov that contains reports, proxy statements and information
+regarding registrants that file electronically with the SEC. All of the Company’s filings may be located under the CIK number 0001893657.

raw/filings/0001893657/2025/0001493152-26-005480/item13.txt

@@ -0,0 +1,41 @@
+Item
+13. Principal Accountant Fees and Services. 
+The
+following table shows the fees that were billed for audit and other services provided by Simon & Edward, LLP, our independent auditors,
+for the fiscal year ended December 31, 2025 and 2024, respectively: 
+Year
+ended December 31, 
+2025 
+2024 
+Audit Fees 
+$ 
+52,500 
+$ 
+57,500 
+Audit-Related Fees 
+$ 
+- 
+$ 
+- 
+Tax Fees 
+$ 
+3,000 
+$ 
+3,000 
+All Other Fees 
+$ 
+2500 
+$ 
+- 
+Audit
+fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements. All other
+fees relate to professional services rendered in connection with the review of the quarterly financial statements. 
+Pre-Approval
+Policy 
+Our
+Board as a whole pre-approves all services provided by Simon & Edward, LLP. For any non-audit or non-audit related services, the
+Board must conclude that such services are compatible with the independence as our auditors. Our Audit Committee approved all services
+that our independent accountants provided to us in the past two fiscal years. 
+63 
+PART
+IV

raw/filings/0001893899/2025/0001104659-26-037627/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
+0001893899,WAMFF,Alaska Silver Corp.,2025,10-K,2026-03-31,2025-12-31,2026-03-31T19:00:52.000Z,0001104659-26-037627,wamff-20251231x10k.htm,10-K,27226247,1,1,https://www.sec.gov/Archives/edgar/data/1893899/000110465926037627/wamff-20251231x10k.htm,https://www.sec.gov/Archives/edgar/data/1893899/000110465926037627/

raw/filings/0001893899/2025/0001104659-26-037627/item1.txt

@@ -0,0 +1,68 @@
+Item 1. Business 
+Company Overview 
+Alaska Silver Corp. (the “Company,” “we,” “us,” or “our”) is a mineral exploration company. Our portfolio consists of five mineral deposits, which contain gold, silver, copper, lead, and zinc at varying stages of exploration and deposit styles, including a Carbonate Replacement Deposit (“CRD”) and a past-producing oxide gold mine. We hold all claims in the district, which is located in western Alaska near the Yukon River, covering over 80,000 acres. Our mineral deposits include Round Top Property, Alaska; Illinois Creek Mine Project, Alaska; and Honker Property, Alaska. The Round Top Property consists of 92 state mineral claims, located in the Mount McKinley and Nulato mining districts of Alaska. The Honker Property consists of 24 state mineral claims, located in the Mount McKinley mining district of Alaska. Our Illinois Creek Project is located in the Mount McKinley mining district of Alaska. Our exploration target projects in Alaska include Paw Print and Khotol Property. Each of the above projects is described in further detail under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 
+Corporate Information 
+We were incorporated in the province of British Columbia on April 8, 2020, under the Business Corporations Act of British Columbia, or “BCBCA”. We are a public company whose subordinate voting shares are listed for trading on the TSXV under the symbol “WAM” as well as on the OTCQX under the symbol “WAMFF”. Our telephone number is (520) 200-1667. Our head office is located at 1500-1111 West Hastings St, Vancouver, British Columbia, V6E 2J3 Canada. Our internet address is www.alaskasilver.com. 
+Organizational Structure 
+We have one directly-held wholly-owned subsidiary, Alaska Silver USA Corp (“ASUS”), formerly known as Western Alaska Copper & Gold Company, and one indirectly-held wholly owned subsidiary, Piek Incorporated (“Piek”). ASUS exists under the laws of Alaska and carries out exploration activities in Alaska. 
+Our organizational chart is as follows: 
+Alaska Silver Corp 
+(British Columbia, Canada) 
+​ 
+​ 
+​ 
+Alaska Silver USA Corp 
+(Alaska, USA) 
+100% 
+​ 
+​ 
+​ 
+Piek Incorporated 
+(Alaska, USA) 
+100% 
+​ 
+​ 
+ASUS is an Alaska corporation incorporated in 2010 for the primary purpose of conducting mineral exploration on the mining claims which it owns. 
+5 
+Table of Contents 
+Markets 
+The mining industry is highly competitive. Mining companies compete for, among other things, mining properties from which minerals and other substances can be profitably extracted; personnel with technical expertise to find, develop, and operate mining properties; labor to operate the properties; and capital to finance the development of such properties. Many of our competitors have greater financial resources and technical facilities for the acquisition and development of mineral concessions, claims, leases and other interests, as well as for the recruitment and retention of qualified employees and consultants. Our relatively small size and limited capital resources, and current or future competition, could have a material adverse effect on our ability to develop our mineral projects, recruit and retain qualified personnel, or acquire the capital needed to fund our operations and develop mining projects. 
+Raw Materials 
+We use critical components such as water, electrical power, explosives, diesel and propane in our business, all of which are readily available. Potable water is supplied by an on-site water well permitted by the State of Alaska. Water for drilling needs is obtained by surface sources permitted by the State of Alaska. Electrical power is provided by company owned generators on site. Fuel (gasoline, diesel, Jet A and aviation fuel) is purchased from Everts Air Fuel, Inc. (“Everts”), based in Fairbanks, Alaska at competitive prices. Everts purchases fuel direct from the Marathon Petroleum refinery in Kenai, Alaska, which is located approximately 60 miles south of Anchorage, Alaska. No explosives are currently being used. Propane is purchased in Fairbanks, Alaska and delivered to our camp by Wright Air Service, Inc. (“Wright Air Service”). Building materials are purchased in Fairbanks and delivered to site by Wright Air Service. Wood timbers for construction and drill pads are produced on site. 
+Government Approvals and Regulations 
+Mining is an extractive industry that impacts the environment. Our goal is to constantly evaluate ways to minimize such impact. We expect to meet or exceed environmental standards at each of the properties (including the Illinois Creek Project) and to continue this approach through effective engagement with affected stakeholders, including local communities, government and regulatory agencies and indigenous groups. 
+We are currently operating only in Alaska, which has established environmental standards and regulations that we strive to exceed. Our environmental performance is overseen at the board level and environmental performance is our responsibility. We recognize environmental management as a corporate priority and place a strong emphasis on preserving the environment for future generations, while also providing for safe, responsible and profitable operations by developing natural resources for the benefit of our employees, shareholders and communities. 
+We received a five-year exploration permit known as “APMA” from the Alaska Department of Natural Resources (the “DNR”) at a cost of less than $1,000 per application. We have a plan of operations (“Plan of Operations”), approved by the DNR, for our camp, structures and exploration activities with minimal costs to update. Water source permits for drilling operations (five) currently cost $50 per year. We participate in the State of Alaska Large Mine Permit Team. Annual costs are approximately $25,000 and include fish habitat monitoring by Alaska Department of Fish & Game and coordination of permit and program reviews by various state agencies. Please see “ Risk Factors— The cost of compliance with changes in government regulations has the potential to reduce the profitability of operations” for a more detailed discussion of those regulations .” 
+Our current exploration operations are subject to certain state and federal regulations aimed at reducing the impact of our business on the environment. In the future, if our project advances to full commercial production, we will be subject to additional state and federal regulations with the same aim. 
+Currently, our exploration activities are undertaken under state permits that authorize limited surface disturbance and water withdrawals from surface water bodies. We believe we are currently in compliance with the stipulations in those permits, and there is no measurable risk that we will not meet our obligations under those exploration permits in the future. 
+Our project is located in unincorporated Alaska and not within any local jurisdiction; accordingly, we do not believe there are currently any local statutes applicable to our project. 
+6 
+Table of Contents 
+Our project is subject to regulations of the DNR, Division of Mining, Land and Water. We operate under a Miscellaneous Land Use permit on our state mining claims and an approved Plan of Operations for our exploration activities on our Upland Mining Lease. One July 1, 2024 we recorded an Upland Mining Lease ADL No. 422236 from the State of Alaska which converted 70 existing claims (11,135 acres) into one lease. The lease term is 20 years and gives the company the right, subject to all necessary permits and approvals, to mine and produce locatable minerals from the leased ground. The Company believes it is currently in full compliance with its exploration permits. Similar DNR statutes will apply to any future mine development including requirements to provide a financial assurance sufficient to fund the likely and reasonable cost of mine reclamation. 
+Future development of a commercial mine will require us to comply with and maintain compliance with the conditions under a significant number of additional permits from state and federal regulatory agencies, generally with the same aim of protecting the environment. We are already taking initial steps to characterize the pre-mining site environmental conditions through an expanding baseline environmental program to support a robust future mine design and permitting process. However, there is some risk that any future mine may encounter site conditions that are significantly different than anticipated. This could require modifications of mine facilities, operations and permit requirements, potentially with a significant increase in capital and operating costs. See “ Risk Factors—The cost of compliance with changes in government regulations has the potential to reduce the profitability of operations. ” 
+Costs and Effects of Compliance with Laws and Regulations 
+We are required to perform annual assessment work in order to maintain the Illinois Creek Project. If annual assessment work is not performed we must pay the assessment amount in cash in order to maintain the claims. Completion of annual assessment work in the amount of $400 per 1/4 section (160 acre) claim or $100 per 1/16 section (40 acre) claim extends the claims for a one-year period. Assessment work performed in excess of the required amount may be carried forward for up to four years to reduce future obligations for assessment work. 
+We currently have no material costs to comply with environmental laws concerning our exploration program as we are at the pre-development stage. In the future, we will have to sustain the cost of reclamation and environmental remediation for all work undertaken which causes sufficient surface disturbance to necessitate reclamation work. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to a natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused, i.e. refilling trenches after sampling or cleaning up fuel spills. Our initial programs do not require any reclamation or remediation other than minor clean up and removal of supplies because of minimal disturbance to the ground. The amount of these costs is not known at this time as we do not know the extent of the exploration program we will undertake, beyond completion of the recommended three phases described in the chart below. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on our earnings or competitive position in the event a potentially economic deposit is discovered. 
+Our fuel storage facility is reviewed by a third-party service for compliance with state regulations at a cost of approximately $1,500 per year. 
+Employees and Contractors 
+As of December 31, 2025, we have engaged five contractors and five employees. Contractors serve us part-time, except for one full-time contractor. All employees serve us full-time. These contractors provide management, technical, administrative, accounting and legal services to us. We believe the contractors are an efficient use of our resources, providing us greater flexibility in our cost structure as we commence exploration programs. 
+Description of Business 
+Revenue Generating Activities 
+We have no operating revenues or earnings and have a history of losses. We will have no operating revenues and maintain a history of losses, and no operating revenues are anticipated until one of our projects comes into production, which may or may not occur. We will continue to experience losses unless and until we can successfully develop and begin profitable commercial production at one of our mining properties, and there can be no assurance that we will be able to do so. 
+7 
+Table of Contents 
+Status of Exploration Efforts 
+We have announced mineral resources at two of our deposits, the past producing Illinois Creek (“Illinois Creek” or “IC”) Gold-Silver Mine and the high-grade Waterpump Creek (“WPC”) Carbonate Replacement Deposit (silver-zinc-lead-gallium). These resources are end members of a large-scale carbonate replacement mineralizing system. The two resources will utilize different types of metallurgical processing systems. Metallurgical testing is underway on samples from both deposits in order to quantify mineral recoveries. 
+In 2026, we are currently undergoing an initial options analysis using Fuse Engineering to build economic models for both deposits (IC and WPC). If this work yields positive results, we will decide whether to advance one or both deposits towards a Preliminary Economic Analysis, or “PEA” which will likely require additional test work. 
+We are a member of the Large Mine Permit Team organized by the Alaska Department of Natural Resources (“Large Mine Permit Team”) and managed by the Office of Project Management & Permitting. The Large Mine Permit Team brings together all state agencies that will be involved in permitting a mining exploration and development project. This is a major part of our effort to advance environmental baseline studies to de-risk both deposits. We have engaged with the Large Mine Permit Team and have initiated discussions with the federal permitting regulators to explore the permitting requirements for a planned Yukon River access route. Previous studies include multiple years of fish habitat studies conducted by Alaska Fish & Game, wetlands delineation and surface water quality sampling. 
+During 2025, we conducted a trenching program and a short drill program. The trenching program quickly identified a 550m long deeply weathered breccia zone containing distinctive rubbly boulders of massive silver-bearing galena and cerussite (oxidized galena) at the Silver Sage zone, located 4.8km south of Waterpump Creek. Trench sampling returned numerous high-grade silver-lead values, including multiple samples reporting assays above 310 g/t silver (10 oz/T), with grades up to 1,235 g/t silver (40 oz/T). Sampling also returned gold values as high as 0.55 g/t. A short follow-up drilling program was conducted from July 25, 2025 to September 28, 2025. A total of 2,964.0 meters were drilled across 13 exploration drill holes. The 2025 program comprised 2,057 m of drilling in 4 holes at the Waterpump Creek deposit, with WPC25-0035 which cut 5.9m (core length) grading 38 g/t (1.2 oz/T) Ag and 12.1% Zn, including 3.2m grading 67 g/t (2.1 oz/T) Ag and 16.9% Zn. In addition, 906.5 m of drilling in 9 shallow scout holes was completed at the newly discovered high-grade silver-lead zone, Silver Sage. Among these holes, SS25-04 cut 4.4m (core length) reporting 148 g/t (4.8 oz/T) Ag; 0.68% Pb and 0.24% Zn, including 1 m grading 349g/t (11.2 oz/T) Ag 2.2% Pb and 0.20% Zn 
+The proposed 2026 drill program will consist of a minimum of 6,000 meters of diamond drilling utilizing our two company-owned drill rigs. The 2026 drilling program will focus on multiple priority targets at the high-grade Waterpump Creek deposit and the newly discovered Silver Sage Zone, along with scout drilling of other high priority targets. Building on 2025’s successful discovery of the blind Silver Sage Zone, systematic follow up of legacy and newly generated geochemical and geophysical anomalies will be undertaken in high-potential areas identified within the overall Illinois Creek Project area. Additional surface exploration and trenching will also be undertaken at Illinois Creek property and Round Top Property. 
+When either or both the Illinois Creek and Waterpump Creek resources produce positive PEAs, we intend to determine if either or both projects are ready to advance to pre-feasibility and feasibility studies. 
+Seasonal Variations in Business 
+The mining business is subject to mineral price and investment climate cycles. The marketability of minerals is also affected by worldwide economic and demand cycles. In recent years, the significant demand for minerals in some countries has driven increased commodity process. It is difficult to assess if the current commodity prices are long-term trends, and there is uncertainty as to the recovery, or otherwise, of the world economy. If global conditions weaken, and commodity prices decline as a consequence, a continuing period of lower prices could significantly affect the economic potential of each of the Illinois Creek Project and the other properties. 
+8 
+Table of Contents 
+Facilities and Equipment 
+We own the Illinois Creek camp which includes all buildings, kitchen/dining facility, offices, dormitory/sleeping facilities, tents, core sheds, electrical generators, water supply and storage systems, radio and internet communication equipment. Camp personnel capacity is 45 persons. We own our exploration drilling equipment which includes two new mechanized drill rigs and rod sloops purchased in 2023 and 2024 and three older, used drill rigs. We maintain extensive spare parts for its drilling equipment. We own and maintain a fleet of vehicles that include pickup trucks, side by side off road vehicles, fuel and water trucks and a dump truck. Heavy equipment includes a CAT D6 dozer, CAT 630 loader, CAT motor grader for road and runway maintenance, Hitachi excavator, John Deere dozer & excavator, snow machines and numerous miscellaneous minor equipment. 
+We utilize the State of Alaska-owned 4,400 ft Illinois Creek airstrip for delivery of food, supplies and personnel. Fixed wing support is contracted to Wright Air Service and Everts Air Cargo. Lynden Air Cargo, LLC provides C-130 Hercules cargo aircraft with a 50,000pound payload for drill rigs and other heavy equipment. 
+We do not lease any buildings or equipment related to the Illinois Creek Project.

raw/filings/0001893899/2025/0001104659-26-037627/item13.txt

@@ -0,0 +1,4 @@
+Item 13 - Certain Relationships and Related Transactions, and Director Independence 
+68 
+​ 
+​

raw/filings/0001894525/2024/0001213900-25-032206/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
+0001894525,APUS,"Apimeds Pharmaceuticals US, Inc.",2024,10-K,2025-04-15,2024-12-31,2025-04-15T21:24:45.000Z,0001213900-25-032206,ea0237283-10k_apimeds.htm,ANNUAL REPORT,4278794,1,1,https://www.sec.gov/Archives/edgar/data/1894525/000121390025032206/ea0237283-10k_apimeds.htm,https://www.sec.gov/Archives/edgar/data/1894525/000121390025032206/

raw/filings/0001894525/2024/0001213900-25-032206/item13.txt

@@ -0,0 +1,2 @@
+Item 13. Certain Relationships and Related Transactions, and Director Independence 
+46

raw/filings/0001894525/2025/0001213900-26-051139/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
+0001894525,APUS,"Apimeds Pharmaceuticals US, Inc.",2025,10-K,2026-05-04,2025-12-31,2026-05-04T10:57:17.000Z,0001213900-26-051139,ea0288344-10k_apimeds.htm,ANNUAL REPORT,6878411,1,1,https://www.sec.gov/Archives/edgar/data/1894525/000121390026051139/ea0288344-10k_apimeds.htm,https://www.sec.gov/Archives/edgar/data/1894525/000121390026051139/

raw/filings/0001894525/2025/0001213900-26-051139/item13.txt

@@ -0,0 +1,2 @@
+Item 13. Certain Relationships and Related Transactions, and Director Independence 
+66

raw/filings/0001894562/2024/0001628280-25-008884/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
+0001894562,PRME,"Prime Medicine, Inc.",2024,10-K,2025-02-28,2024-12-31,2025-02-28T13:13:01.000Z,0001628280-25-008884,prme-20241231.htm,10-K,17872579,1,1,https://www.sec.gov/Archives/edgar/data/1894562/000162828025008884/prme-20241231.htm,https://www.sec.gov/Archives/edgar/data/1894562/000162828025008884/

raw/filings/0001894562/2024/0001628280-25-008884/item13.txt

@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+124

raw/filings/0001894562/2025/0001628280-26-013569/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
+0001894562,PRME,"Prime Medicine, Inc.",2025,10-K,2026-03-03,2025-12-31,2026-03-03T13:19:51.000Z,0001628280-26-013569,prme-20251231.htm,10-K,9790035,1,1,https://www.sec.gov/Archives/edgar/data/1894562/000162828026013569/prme-20251231.htm,https://www.sec.gov/Archives/edgar/data/1894562/000162828026013569/

raw/filings/0001894562/2025/0001628280-26-013569/item13.txt

@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+153

raw/filings/0001894954/2024/0001903596-25-000145/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
+0001894954,XPON,Expion360 Inc.,2024,10-K,2025-03-31,2024-12-31,2025-03-31T20:16:53.000Z,0001903596-25-000145,xpon_10k.htm,,7059188,1,1,https://www.sec.gov/Archives/edgar/data/1894954/000190359625000145/xpon_10k.htm,https://www.sec.gov/Archives/edgar/data/1894954/000190359625000145/

raw/filings/0001894954/2024/0001903596-25-000145/item1.txt

@@ -0,0 +1,309 @@
+ITEM 1. BUSINESS 
+Our Company 
+Expion360 focuses on the design, assembly, manufacturing,
+and sale of lithium iron phosphate (“LiFePO4”) batteries and supporting accessories for recreational vehicles (“RVs”),
+marine applications and home energy storage products with plans to expand into industrial applications. Our high-powered, lithium battery
+solutions incorporate innovative concepts and have been designed to include some of the most dense and minimal-footprint batteries in
+the RV and marine industries. In addition, in January 2025 we began selling our e360 Home Energy Storage Solutions, which consist of two
+LiFePO4 battery storage solutions and seek to provide consumers with a cost-effective, low barrier of entry, flexible system to power
+their homes utilizing solar energy, wind, or grid back-up. We are deploying multiple intellectual property strategies with research and
+products to sustain and scale our business. This includes design, development and collaboration, using our IP to bring safety, quality
+and service to our customers. Our customers consist of dealers, wholesalers, private-label customers, and original equipment manufacturers
+(“OEMs”) who then sell our products to end consumers and drive brand awareness nationally. 
+Our primary target markets are currently the RV, marine,
+and home energy storage industries. We believe we are well-positioned to capitalize on the rapid market conversion from lead-acid to lithium
+batteries as the primary method of power sourcing in these industries. We are also focused on expanding into the home energy storage market
+with the introduction of our e360 Home Energy Storage Solutions, and we hope to establish a new standard in the industry for barrier price,
+flexibility, and integration with this offering. Along with the RV, marine and home energy storage markets, we aim to provide additional
+capacities to the expanding electric forklift and industrial material handling markets. 
+We launched our e360 product line, which is manufactured
+for the RV and marine industries, in December 2020. The e360 product line, through its sales growth, has shown to be a preferred conversion
+solution for lead-acid batteries. In December 2023, we announced our entrance into the home energy storage market with our introduction
+of two LiFePO4 battery storage solutions that enable residential and small business customers to create their own stable micro-energy
+grid and lessen the impact of increasing power fluctuations and outages. As of January 2025, we have begun shipping orders of our e360
+Home Energy Storage Solutions. 
+We currently operate Expion360 as one reportable business
+segment, Energy Storage (ES). 
+Our products provide numerous advantages for various
+industries that are looking to migrate to lithium-based energy storage. They incorporate detailed-oriented design and engineering, strong
+case materials, and internal and structural layouts, and are backed by responsive customer service. 
+Our Market Opportunity 
+The trend of vehicle electrification is expected to
+be a significant growth catalyst for lithium compounds over the next decade and beyond. According to ReportLinker, the global light electric
+vehicle market is growing at a 9.4% compound annual growth rate (“CAGR”) and is expected to reach $122.7 billion by 2027.
+Similarly, the global golf cart battery market is growing at a 5.9% CAGR and is anticipated to reach $216.5 million by 2031 according
+to Allied Market Research. 
+Furthermore, the global RV market was $57.3 billion
+in 2021, and is anticipated to have a CAGR of 7.6% from 2022 to 2031, with an anticipated market of $117.0 billion by 2031, per Allied
+Market Research. 
+In addition, the global residential solar energy storage
+market is expected to increase from $20.5 billion in 2023, to an anticipated $518.8 billion in 2032, a CAGR of 43.16%, according to Market
+Data Forecast. 
+At the intersection of both these trends lies the
+rapidly expanding lithium battery market. According to IMARC, the market for lithium-ion batteries is projected to grow at 13.2% CAGR
+to reach $93.3 billion by 2028. 
+6 
+The vast expansion of the lithium battery market can
+be attributed to global trends promoting clean energy, as well as the compact and flexible nature of lithium battery packs, which make
+them easy to install in RVs and boats. Our technology, which we believe offers industry-leading battery pack flexibility for the most
+efficient energy storage, is poised to be able to offer power to these large vehicles such as RVs and recreational boats. 
+Expion360 is focused on expanding its position in
+the deep cycle, off-grid, and stationary energy storage markets. According to the Federal Consortium for Advanced Batteries, the United
+States has five goals in mind to secure battery materials and the U.S. technology supply chain. They include (i) securing access to raw
+materials; (ii) support of the U.S. materials-processing base; (iii) stimulation of U.S. electrode, cell, and pack manufacturing; (iv)
+enabling recycling and reuse of critical materials; and (v) support of scientific R&D, STEM education and workforce development. Expion360
+is well-positioned to benefit from this national focus. 
+Lithium-based batteries power our daily lives, from
+consumer electronics to national defense. They enable electrification of the transportation sector and provide stationary grid storage,
+critical to developing the clean-energy economy. The U.S. has a strong research community, a robust innovation infrastructure for technological
+advancement of batteries, and an emerging lithium-based battery manufacturing industry, according to the U.S. Department of Energy. 
+It is our objective to work closely with federal,
+state and local governments, as well as private industry to help America be the leader in lithium battery technology. 
+Competitive Strengths 
+We believe the following strengths
+differentiate Expion360 and create long-term, sustainable competitive advantages: 
+Superior Capacity to Lead-Acid Competitors 
+Lead-acid batteries have historically been the standard
+in RV and marine transportation vehicles, but these industries are experiencing a rapid conversion from lead-acid to lithium batteries
+as the primary method of power sourcing. Our lithium-ion batteries offer superior capacity to our lead-acid competitors with an expected
+lifespan of approximately 12 years—three to four times the lifespan of certain lead-acid batteries—and ten times the number
+of charging cycles. Furthermore, our typical battery may provide three times the power of the typical, lead-acid battery despite being
+half the weight (comparing, for example, a typical lead-acid battery like the Renogy Deep Cycle AGM, which is rated at 100Ah, to our
+own LFP 100Ah battery and assuming slow discharge at a 0.1C rate). 
+In addition, we offer a 4.5 Ah 26650 lithium-ion phosphate
+battery cell, which allows us to increase energy density by over 32% compared to traditional 3.4 Ah 26650 cells. 
+Expansion into New Markets 
+Our proprietary e360 SmartTalk mobile app is included
+in many of our battery models and allows the seamless integration and management of e360 Bluetooth-enabled LiFePO4 batteries. The technology
+enables users to wirelessly monitor and manage e360 batteries, providing a comprehensive view of both individual battery conditions and
+performance, and a power bank consisting of multiple e360 batteries. The 48 Volt GC2 LiFePO4 battery was our first e360 SmartTalk Battery
+for powering electric golf carts and other light electric vehicles. 
+In December 2023, we entered the home energy storage
+market with our introduction of two LiFePO4 battery storage solutions comprising our e360 Home Energy Storage Solution: a wall mounted
+all-in-one inverter and 10kWh battery and an expandable server rack style battery cabinet system. We believe our new home energy storage
+product line will benefit from a fast-growing battery energy storage market, which is forecasted by Markets and Markets to grow at a 26.4%
+CAGR to reach $17.5 billion by 2028. Further, according to Clean Energy Group, approximately 3.2 million homes in the United States have
+solar panels installed, but only about 6% of residential solar systems have battery storage. Our home energy storage products are currently
+completing UL testing and certification, as well as other requirements for various Authorities Having Jurisdiction. 
+7 
+In January 2024, we introduced our next generation
+12V GC2 and Group 27 series LiFePO4 batteries. These new versions include higher amp-hour options (4.0Ah and 4.5Ah cell technology) and
+the latest advancements in power technology features, including Expion360’s proprietary Vertical Heat Conduction™ internal
+heating, Bluetooth®, and controller area network (“CANBus”) communication. We began delivering the new 12V GC2 and Group
+27 batteries to customers in the second quarter of 2024. 
+In July 2024, we launched our new Edge battery, which
+offers a slim design and adds greater flexibility during installation. The Edge is offered in both 12V and 48V versions. We are seeing
+high customer interest and started shipping the new Edge in July 2024. 
+Strong National Retail Customers and Distribution
+Channels 
+We have sales relationships with many major RV and
+marine retailers and plan to use our strong reputation in the lithium battery space to create an even stronger distribution channel. Current
+and former members of management have used their decades of experience in the energy and RV industries to cultivate relationships with
+numerous retailers in the space, including Camping World, a leading national RV retailer; and Meyer Distributing, Inc., a leading national
+marketer and distributor of automotive and RV specialty products. 
+Home Energy Integration 
+We are currently having discussions with integration
+partners. This is key for the development of our home energy storage products and subsequent sales growth. 
+Expion360 Products 
+We have historically focused on the design, assembly,
+and sales of LiFePO4 batteries and supporting accessories for RV and marine applications, and have recently expanded into home energy
+storage solutions. Our batteries are designed and engineered in-house using premium lithium iron phosphate cells with quality controls
+at every step. We use high-grade LiFePO4 batteries meeting the UL 1642 standard (UL File No. MH64383). We believe our materials and engineering
+enhance the reliability, stability, and safety of our products relative to those of our competitors. We reimagined the standard battery
+case and included built-in rubber feet, radiused corners, 96.7% larger terminal connection pads, interior molded ribs for structural security,
+and the highest-grade ABS plastics with additives for fire retardancy. To maximize the power and efficiency of our batteries, we welded
+our cells via thick copper/tin-machined collector plates, welded all interior pack points, added a press break flange at each end to create
+a mechanical backbone for the battery monitoring system (“BMS”), used high-grade wiring and ring terminals throughout, and
+treated connections with industrial epoxy for long-lasting protection. Our internal “smart” BMS design includes multiple safety
+and performance features, such as low temperature discharge, auto shutoff, short circuit protection, low- and high-voltage shutoffs, and
+overcurrent disconnect. Our structurally sound BMS board features a bolted design, eliminating all unnecessary solder, resulting in one
+cohesive pack with a long lifespan. We hold our lithium batteries to high safety standards, which has enabled us to achieve a UL 1973
+compliance. We stand by our batteries with a robust 12-year warranty. 
+To enable us to provide a full range of components
+to complement our battery offerings, we offer a suite of accessories and components for new installations or conversions which includes
+but is not limited to chargers, monitors, inverters, and solar components from brands such as Victron Energy and RedArc. 
+As of December 31, 2024, we offered the following products for sale: 
+12V Batteries: 
+· Group 24: 
+o e360 60Ah LiFePO4 battery 
+o e360 80Ah LiFePO4 battery 
+o e360 95Ah LiFePO4 battery 
+· Group 27: 
+o e360 100Ah LiFePO4 battery 
+o e360 120Ah LiFePO4 battery 
+o e360 100Ah LiFePO4 battery with SmartTalk, CANBus, and VHS Internal Heating 
+o e360 100Ah LiFePO4 battery with SmartTalk, CANBus, and VHS Internal Heating 
+· GC2: 
+o e360 162Ah LiFePO4 battery with SmartTalk, CANBus, and VHC Internal Heating 
+· EX1 Custom: 
+o e360 368Ah LiFePO4 battery 
+o e360 368Ah LiFePO4 battery with SmartTalk 
+o e360 450Ah LiFePO4 battery with SmartTalk 
+· EX2 Edge Custom: 
+o e360 240Ah LiFePO4 battery with SmartTalk, CANBus, and VHC Internal Heating 
+48V Batteries: 
+· GC2: 
+o e360 36Ah LiFePO4 battery with SmartTalk and CANBus 
+· EX2 Edge Custom: 
+o e360 60Ah LiFePO4 battery with SmartTalk, CANBus, and VHC Internal Heating 
+· 3U Server Rack Home Energy Battery: 
+o e360 100Ah Home Energy LiFePO4 battery with CANBus 
+Accessories: 
+· Battery Monitors 
+· DC-DC Battery Chargers 
+· AC-DC Battery Chargers 
+· Solar Charge Controller Battery Chargers 
+· CANBus Communication Cables 
+· 120W Portable Solar Panel 
+· Industrial Battery Mounting Kits – 10 models 
+· Terminal Blocks 
+· Bus Bars 
+· AURA Powercap 600W Inverter 
+· e360 SmartTalk mobile app 
+8 
+As of December
+31, 2024, we had the following products in our pipeline: 
+· In September 2023, we introduced a new 4.5 Ah
+26650 lithium-ion phosphate battery cell and 12 Volt 450 Ah e360 SmartTalk™ lithium-ion battery. We have been regularly shipping
+the battery to our customers, including OEMs, since March 2024. 
+· In December 2023, we introduced a wall mounted
+all-in-one inverter and 10kW battery and an expandable server rack style battery cabinet system and begun taking orders for the new e360
+Home Energy Storage Solutions, which began shipping to customers in January 2025. See the section above titled “ Competitive Strengths — Expansion
+into New Markets ” for additional information about the new home energy storage solutions. 
+Competitors 
+Our competitors include lithium-ion battery manufacturers,
+such as Relion (which was acquired by Brunswick Corporation in September 2021); Dragonfly Energy Holdings Corp (Nasdaq: DFLI), the manufacturer
+of Battle Born Batteries; Renogy; and Dakota Lithium. Lead-acid battery manufactures also continue to have a presence in the marketplace.
+We have designed custom form factors in both the industry standard Group 24 and Group 27 battery sizes allowing us to visually and structurally
+differentiate Expion360 within the market space. We believe our custom 360Ah battery also provides a unique capacity to footprint ratio
+compared to lead-acid and lithium battery competitors. Our batteries utilize lithium iron phosphate and therefore are expected to have
+a lifespan of approximately 12 years—three to four times that of certain lead-acid batteries—and ten times the number of charging
+cycles. Furthermore, our typical battery may provide three times the power of the typical lead-acid battery despite being half the weight
+(comparing, for example, a typical lead-acid battery like Renogy Deep Cycle AGM, which is rated at 100Ah, to our own LFP 100Ah battery
+and assuming slow discharge at a 0.1C rate). 
+9 
+Manufacturing and Supply Chain 
+Our batteries are manufactured by multiple third-party
+manufacturers located in Asia, which also produce our battery cells. While we do not have long-term purchase agreements with these manufacturers
+and our purchases are completed on a purchase-order basis, we maintain strong relationships with our manufacturers and cell suppliers,
+reflected in our ability to increase our purchase order volumes (qualifying us for related volume-based discounts). The strength of these
+relationships has helped us moderate increased supply-related costs associated with inflation, currency fluctuations, and U.S. government
+tariffs imposed on our imports, and avoid potential shipment delays. We aim to maintain an appropriate level of inventory to satisfy our
+expected supply requirements. We believe we could locate suitable alternative third-party manufacturers to fulfill our requirements if
+needed. 
+Our third-party manufacturers source the raw materials
+and battery components required for the production of our batteries directly from third-party suppliers that meet our approval and quality
+standards and, as a result, we may have limited control over the agreed pricing for these raw materials and battery components. We estimate
+that raw material costs account for over half of our cost of goods sold. Lithium, which is extracted from mined ore, is a key raw material
+used to produce our battery cells and, as a result, the cost of our battery cells is dependent on the price and availability of lithium,
+which may be volatile and unpredictable and beyond our control. Additionally, availability of the raw materials used to manufacture our
+products may be limited at times, resulting in higher prices and/or the need to find alternative suppliers. Our battery cell manufacturers
+have joint venture factories outside of Asia and have secured sourcing contracts from lithium suppliers in South America and Australia.
+In addition, we have a secondary source for lithium iron phosphate cells used in our batteries from a supplier in Europe, enabling us
+to source materials outside of Asia in the event it becomes necessary to do so. 
+In addition to increased mining and newly located
+reserves, there is an industry push to provide more efficient ways to extract lithium from mined ore. Another development of the past
+few years is lithium cell recycling. This process will recapture the raw lithium from the cell for reuse in future cells. However, notwithstanding
+any efforts to improve the sustainability and efficiency of lithium mining, the price of lithium is volatile. We continue to monitor developments
+that may adversely affect our supply chain. 
+Management expects that products from our Asian third-party
+manufacturers will be subject to additional tariffs in 2025. We believe that we can protect our margins through a combination of supplier
+concessions, customer price increases and efficiencies gained as sales continue to grow. 
+Customers 
+We currently have more than 300 customers across the
+United States consisting of dealers, wholesalers, private-label customers and OEMs who then sell our products to end consumers. Our sales
+are completed on a purchase order basis and most are without firm, long-term revenue commitments or sales arrangements. Expion360 has
+sales relationships with many major RV retailers, including Camping World, a leading national RV retailer and Meyer Distributing, Inc.,
+a leading national marketer and distributor of automotive and RV specialty products. In addition, we also sell products directly to end
+consumers. We intend to continue to focus on our sales and distribution channels to develop existing customer relationships and grow our
+customer base. We also offer a high level of technical support to our customers before and after product sales. 
+We currently derive a significant portion of our revenue
+from a limited number of customers. During the year ended December 31, 2024, sales to one customer accounted for approximately 14% of
+our gross sales. This customer accounted for 6% of our accounts receivable as of December 31, 2024. Sales to each of our other customers
+did not exceed 10% during this period. Four other customers accounted for 60% of our accounts receivable as of December 31, 2024. 
+Intellectual Property 
+The success of our business and our technology leadership
+is supported by our proprietary battery technology. We have filed 11 patent applications in the United States to provide protection for
+our technology, including seven design patent applications and four utility patent applications. In addition, we rely upon a combination
+of trademark and trade secret laws in the United States, as well as license
+agreements and other contractual protections, to establish, maintain and enforce rights in our proprietary technologies. We also seek
+to protect our intellectual property rights through non-disclosure and invention assignment agreements with our employees and consultants
+and through non-disclosure agreements with business partners and other third parties. 
+10 
+We periodically review our development efforts to
+assess the existence and patentability of new intellectual property. We pursue the registration of our domain names and trademarks and
+service marks in the United States and in an effort to protect our brand, as of December 31, 2024, we have 18 trademarks registered or
+pending registration to cover our house marks in the United States and have 9 trademarks registered or pending registration in Canada. 
+Government Regulation 
+We are subject to inspections by federal, state, and
+local regulators overseeing environmental health and safety, which could result in possible citations and/or fines. Lithium-ion battery
+shipments are categorized as “dangerous goods” and are subject to rules governing their transportation. We have implemented
+policies and procedures, trained our employees, and conducted internal audits to verify compliance with environmental health and safety
+regulations. 
+Our Group 24 and Group 27 batteries and our custom
+360Ah battery have passed UL 1973 certification. 
+Employees 
+As of December 31, 2024, we had 20 employees, all
+of whom worked for us full time. None of our employees are covered by collective bargaining agreements and we have never experienced an
+organized work stoppage, strike, or labor dispute. We believe working conditions and compensation packages are competitive with those
+offered by competitors and consider our relations with our employees to be good. 
+Environmental, Health, and Safety 
+We and our third-party manufacturers and suppliers
+are, and could become, subject to a wide range of international, federal, state, provincial, and local governmental regulations directed
+at preventing or mitigating environmental harm, as well as to the storage, discharge, handling, generation, disposal and labeling of toxic
+or other hazardous substances. Although we outsource our manufacturing, the manufacturing of our products by our third-party manufacturers
+and suppliers require the use of hazardous materials that similarly subject these third parties, and therefore our business, to such environmental
+laws and regulations. Our failure or the failure of these third parties to comply with these laws or regulations can result in regulatory,
+civil, or criminal penalties, fines, and legal liabilities, suspension of production, alteration of manufacturing processes, including
+for our products, reputational damage, and negative impact on our operations or sales of our products and services. Increased compliance
+costs by our third-party manufacturing partners may also result in increased costs to our business. Our business and operations are also
+subject to health and safety laws and regulations adopted by government agencies such as the Occupational Safety and Health Administration.
+Although we believe we are in material compliance with applicable laws concerning matters relating to health, safety, and the environment,
+the risk of liability relating to these matters cannot be eliminated completely. To date, we have not incurred significant expenditures
+relating to environmental compliance nor have we experienced any material issues relating to employee health and safety. See the section
+titled “ Risk Factors ” for additional information. 
+Implications of Being an Emerging Growth Company
+and a Smaller Reporting Company 
+We qualify as an “emerging growth company”
+as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). As an emerging growth company, we have elected
+to take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies.
+These provisions include: 
+· the requirement that we provide only two years
+of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s
+Discussion and Analysis of Financial Condition and Results of Operations” disclosure; 
+· reduced disclosure about our executive compensation
+arrangements; 
+· an exemption from the requirement that we hold
+a non-binding advisory vote on executive compensation or golden parachute arrangements; and 
+· an exemption from the auditor attestation in
+the assessment of our internal control over financial reporting. 
+11 
+We may take advantage of these exemptions for up to
+five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the
+date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more;
+(ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (iii)
+the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which
+we are deemed to be a “large accelerated filer” under SEC rules. 
+We are also a “smaller
+reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer
+an emerging growth company. We may take advantage of certain of the reduced reporting requirements available to smaller reporting companies
+and will be able to take advantage of these reduced reporting requirements for so long as our voting and non-voting Common Stock held
+by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is
+less than $100.0 million during the most recently completed fiscal year and our voting and non-voting Common Stock held by non-affiliates
+is less than $700.0 million measured on the last business day of our second fiscal quarter. 
+Company Information 
+Expion360 Inc. was initially organized as a limited
+liability company under the name Yozamp Products Company, LLC in the State of Oregon on June 16, 2016 and converted to a Nevada corporation
+on November 16, 2021. 
+Our website is found at expion360.com and on
+the Investor Relations section of our website, we post or will post, as applicable, the following filings as soon as reasonably practicable
+after they are electronically filed with or furnished to the SEC: our Annual Reports on Form 10-K, our Proxy Statement on Schedule 14A,
+our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to
+Section 13(a) or 15(d) of the Exchange Act. 
+All of the information on our Investor Relations web
+page is available to be viewed free of charge. Information contained on our website is not part of this Annual Report or our other filings
+with the SEC. We assume no obligation to update or revise any forward-looking statements in this Annual Report whether as a result of
+new information, future events or otherwise, unless we are required to do so by law. 
+The SEC also maintains a website found at http://www.sec.gov/ 
+that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. 
+12

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+ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
+50

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@@ -0,0 +1,2 @@
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+0001894954,XPON,Expion360 Inc.,2025,10-K,2026-03-17,2025-12-31,2026-03-17T12:46:49.000Z,0001903596-26-000075,xpon_10k.htm,,7664504,1,1,https://www.sec.gov/Archives/edgar/data/1894954/000190359626000075/xpon_10k.htm,https://www.sec.gov/Archives/edgar/data/1894954/000190359626000075/

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+ITEM 1. BUSINESS 
+Our Company 
+Expion360 focuses
+on the design, assembly, manufacturing, and sale of lithium iron phosphate (“LiFePO4”) batteries and supporting accessories
+for recreational vehicles (“RVs”), marine, and industrial applications. Our high-powered lithium battery solutions incorporate
+innovative concepts and have been designed to include some of the most dense and minimal-footprint batteries in the RV and marine industries.
+In addition, we deploy intellectual property strategies to support product development, enhance safety and performance, and strengthen
+relationships across our target markets. This includes design, development and collaboration, using our IP to bring safety, quality and
+service to our current customers and to build relationships with customers in a variety of industries. Our customers consist of dealers,
+wholesalers, private-label customers, and original equipment manufacturers (“OEMs”) who then sell our products to end consumers
+and drive brand awareness nationally. 
+Our primary target
+markets include the RV, marine, and industrial power sectors. We believe the ongoing transition from traditional lead-acid batteries
+to LiFePO4 battery systems as the preferred power storage solution presents growth opportunities across these industries. In addition
+to the RV and marine markets, we are expanding our focus to include industrial, construction, surveillance, remote monitoring, and other
+mission-critical applications requiring reliable, high-energy-density battery systems. We are also pursuing opportunities within the
+electric forklift and industrial material handling markets, where lithium battery adoption continues to increase. 
+We launched our e360
+product line in December 2020, initially targeting the RV and marine industries. Through continued sales growth and product development,
+the e360 product line has gained adoption among customers transitioning from lead-acid battery systems. We have since expanded our product
+portfolio to include next-generation lithium battery models designed to increase capacity, improve energy density, enhance manufacturability,
+and expand integration capabilities for OEM and industrial applications. These products are intended to support mobile and off-grid systems
+for construction, industrial power, surveillance, and remote monitoring applications. 
+We currently operate
+Expion360 as one reportable business segment, Energy Storage (ES). 
+Our products provide
+numerous advantages for various industries that are looking to migrate to lithium-based energy storage. They incorporate detailed design
+and engineering, strong case materials, optimized internal structural layouts, and are supported by responsive customer service. 
+Our
+Market Opportunity 
+Lithium-based
+batteries power a broad range of applications, from consumer electronics to transportation systems and national defense infrastructure.
+They support electrification trends across multiple industries and enable both mobile and stationary energy storage solutions. The United
+States maintains a strong research ecosystem and an emerging domestic battery manufacturing base, supported by federal initiatives aimed
+at strengthening supply chains and advancing battery technology, according to the U.S. Department of Energy. 
+Expion360
+currently focuses on the deep cycle, off-grid, RV, marine, industrial, and specialty vehicle markets, where high-performance LiFePO4
+battery systems are increasingly displacing legacy lead-acid solutions. These applications require lightweight, high-energy-density,
+and durable power systems capable of operating in varied and demanding environmental conditions. 
+The
+global RV market was valued at approximately $60.7 billion in 2022 and is projected to grow at a compound annual growth rate (CAGR) of
+11.5% from 2023 through 2030, reaching an estimated $144.55 billion by 2031, according to Grand View Research. Increasing electrification
+within RV platforms, including off-grid and extended-runtime applications, continues to support adoption of lithium-based battery systems. 
+More
+broadly, trends toward equipment electrification, reduced generator runtime, remote monitoring infrastructure, and mobile industrial
+applications are contributing to sustained demand for advanced battery systems. According to IMARC, the global
+lithium-ion battery market exceeded $150 billion in 2025 and continues to expand as electrification advances across transportation, industrial,
+and specialty equipment sectors. 
+6 
+Beyond
+our established presence in RV and marine applications, we are evaluating opportunities in adjacent light electric vehicle, surveillance,
+and remote monitoring applications that require high-reliability battery systems. According to Precedence Research, the global light
+electric vehicle market was estimated at $107 billion in 2025 and is projected to reach $268 billion by 2035. While these adjacent markets
+represent potential long-term growth opportunities, our current commercial focus remains concentrated in deep-cycle, recreational, and
+specialty-use applications. 
+We
+believe the compact form factor, modularity, and high energy density of our lithium battery systems position us to address applications
+requiring lightweight, high-capacity power solutions across RVs, marine systems, industrial equipment, and remote monitoring applications. 
+While
+we do not currently manufacture battery cells domestically, we monitor developments in U.S. supply chain policy and manufacturing initiatives
+that may influence the industry over time. We periodically evaluate strategic opportunities that could align with our long-term objectives;
+however, our current operations rely primarily on established offshore third-party manufacturing partners. Domestic supply chain initiatives
+represent potential future developments rather than current operational drivers. 
+Competitive
+Strengths 
+We
+believe the following strengths differentiate Expion360 and create long-term, sustainable competitive advantages: 
+Superior Capacity
+to Lead-Acid Competitors 
+Lead-acid batteries
+have historically been the standard in RV and marine transportation vehicles, but these industries are experiencing a rapid conversion
+from lead-acid to lithium batteries as the primary method of power sourcing. Our lithium-ion batteries are designed to offer superior
+capacity to traditional lead-acid batteries, with an expected lifespan of approximately 12 years under standard operating conditions—three
+to four times that of certain lead-acid batteries—and ten times the number of charge cycles. Furthermore, our typical battery may
+provide three times the power of the typical, lead-acid battery despite being half the weight (comparing, for example, a typical lead-acid
+battery like the Renogy Deep Cycle AGM, which is rated at 100Ah, to our own LFP 100Ah battery and assuming slow discharge at a 1C rate). 
+In addition, we offer
+a 4.5 Ah 26650 lithium-ion phosphate battery cell, which allows us to increase energy density by over 32% compared to traditional 3.4
+Ah 26650 cells. 
+Expansion into New Markets 
+Our proprietary e360
+SmartTalk mobile app is included in many of our battery models and allows the seamless integration and management of e360 Bluetooth-enabled
+LiFePO4 batteries. The technology enables users to wirelessly monitor and manage e360 batteries, providing a comprehensive view of both
+individual battery conditions and performance as well as information about a power bank consisting of multiple e360 batteries. Our 48
+Volt GC2 LiFePO4 battery was the first model to incorporate e360 SmartTalk for electric golf carts and other light electric vehicle applications. 
+In 2024, we introduced
+our next generation 12V GC2 and Group 27 series LiFePO4 batteries incorporating higher amp-hour cell options (4.0Ah and 4.5Ah) and the
+latest technology, including our proprietary Vertical Heat Conduction™ internal heating, Bluetooth®, and controller area network
+(“CANBus”) communication. We also launched the Edge battery in 2024, which offers a slim design designed to provide installation
+flexibility. The Edge is offered in both 12V and 48V configurations. 
+In February 2026,
+we announced plans to release three next-generation lithium-ion battery models expected to be commercially available in the second half
+of 2026. The new models include upgraded Group 27 (12.8V 140Ah), GC2H (12.8V 180Ah), and EX1 (12.8V 420Ah) batteries, each designed to
+increase capacity relative to prior generations. These
+platforms incorporate our VHC™ internal heating technology, SmartTalk™ Bluetooth connectivity, and CANBus communication,
+and are engineered to meet UL 1973 safety standards, with final certification pending. The redesigned batteries are also intended to
+support manufacturing efficiencies and margin improvement initiatives. 
+7 
+Also in February
+2026, we entered into a strategic partnership with Dealer Accessory Supply (“DAS”) related to the launch of the DASGen Hybrid
+Energy Storage System, representing our entry into the industrial energy storage market. DASGen is designed to function as an energy
+buffer between diesel generators and jobsite electrical loads and is intended to support reduced generator runtime, subject to site conditions
+and usage. Under the partnership, DAS serves as the final system assembler, while we supply the battery technology and lead sales and
+marketing efforts. The system utilizes our lithium iron phosphate battery platform and is integrated with industrial power electronics.
+Initial field deployments have been completed, with performance dependent on site-specific operating conditions. 
+Strong National
+Retail Customers and Distribution Channels 
+We maintain sales
+relationships with major RV and marine retailers and plan to use our strong reputation in the lithium battery space to create an even
+stronger distribution channel. We have decades of experience in the energy and RV industries and cultivate relationships with numerous
+retailers in the space, including Camping World, a leading national RV retailer; and Keystone Automotive, a leading national marketer
+and distributor of automotive and RV specialty products. 
+Expion360 Products
+We have historically
+focused on the design, assembly, and sale of LiFePO4 batteries and supporting accessories for RV and marine applications, and have recently
+expanded into home energy storage solutions and the industrial energy storage market. Our batteries are designed and engineered in-house
+using premium lithium iron phosphate cells with quality controls at every step. We use high-grade LiFePO4 batteries meeting the UL 1642
+standard (UL File No. MH64383). We believe our materials and engineering enhance the reliability, stability, and safety of our products
+relative to those of our competitors. We reimagined the standard battery case and included built-in rubber feet, radiused corners, 96.7%
+larger terminal connection pads, interior molded ribs for structural security, and the highest-grade ABS plastics with additives for
+fire retardancy. To maximize the power and efficiency of our batteries, we welded our cells via thick copper/tin-machined collector plates,
+welded all interior pack points, added a press break flange at each end to create a mechanical backbone for the battery monitoring system
+(“BMS”), used high-grade wiring and ring terminals throughout, and treated connections with industrial epoxy for long-lasting
+protection. Our internal “smart” BMS design includes multiple safety and performance features, such as low temperature discharge,
+auto shutoff, short circuit protection, low- and high-voltage shutoffs, and overcurrent disconnect. Our structurally sound BMS board
+features a bolted design, eliminating all unnecessary solder, resulting in one cohesive pack with a long lifespan. We hold our lithium
+batteries to high safety standards, which has enabled us to achieve a UL 1973 compliance. We stand by our batteries with a robust 12-year
+warranty. 
+To enable us to provide
+a full range of components to complement our battery offerings, we offer a suite of accessories and components for new installations
+or conversions which includes but is not limited to chargers, monitors, inverters, and solar components from brands such as Victron Energy
+and RedArc. 
+Competitors 
+Our competitors include
+lithium-ion battery manufacturers, such as Relion (which was acquired by Brunswick Corporation in September 2021); Dragonfly Energy Holdings
+Corp (Nasdaq: DFLI), the manufacturer of Battle Born Batteries; Renogy; and Dakota Lithium. Lead-acid battery manufactures also continue
+to have a presence in the marketplace. We have designed custom form factors in both the industry standard Group 24 and Group 27 battery
+sizes allowing us to visually and structurally differentiate Expion360 within the market space. We believe our custom EX1 battery also
+provides a unique capacity to footprint ratio compared to lead-acid and lithium battery competitors. Our lithium iron phosphate batteries
+are designed to provide improved cycle life, energy density, and weight relative to traditional lead-acid batteries. 
+8 
+Manufacturing
+and Supply Chain 
+Our batteries are
+manufactured by multiple third-party manufacturers located in Asia, which also produce our battery cells. While we do not have long-term
+purchase agreements with these manufacturers and generally transact on a purchase order basis, we maintain strong relationships with
+our manufacturers and cell suppliers, which historically have enabled us to increase our purchase volumes and qualify for volume-based
+discounts. The strength of these relationships has helped us moderate increased supply-related costs associated with inflation, currency
+fluctuations, and U.S. government tariffs imposed on our imports, and avoid potential shipment delays. We aim to maintain an appropriate
+level of inventory to satisfy our expected supply requirements. We believe we could locate suitable alternative third-party manufacturers
+to fulfill our requirements if needed. 
+Our third-party manufacturers
+source the raw materials and battery components required for the production of our batteries directly from third-party suppliers that
+meet our approval and quality standards and, as a result, we may have limited control over the agreed pricing for these raw materials
+and battery components. We estimate that raw material costs account for over half of our cost of goods sold. Lithium, which is extracted
+from mined ore, is a key raw material used to produce our battery cells and, as a result, the cost of our battery cells is dependent
+on the price and availability of lithium, which may be volatile and unpredictable and beyond our control. Additionally, availability
+of the raw materials used to manufacture our products may be limited at times, resulting in higher prices and/or the need to find alternative
+suppliers. Our battery cell manufacturers have joint venture factories outside of Asia and have sourcing contracts from lithium suppliers
+in South America and Australia. In addition, we have a secondary source for lithium iron phosphate cells used in our batteries from a
+supplier in Europe, enabling us to source materials outside of Asia in the event it becomes necessary to do so. 
+In addition to increased
+mining and reserves, there is an industry push to provide more efficient ways to extract lithium from mined ore. Another development
+of the past few years is lithium cell recycling. This process will recapture the raw lithium from the cell for reuse in future cells.
+However, notwithstanding any efforts to improve the sustainability and efficiency of lithium mining, the price of lithium is volatile.
+We continue to monitor developments that may adversely affect our supply chain. 
+While we expect that
+products from our Asian third-party manufacturers will be subject to additional tariffs in 2026, we believe that we can protect our margins
+through a combination of supplier concessions, customer price increases and operational efficiencies gained as sales continue to grow.
+U.S. trade policy has been subject to significant legislative, regulatory, and judicial developments in recent years. For example, in
+February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize
+the President to impose tariffs. While that decision invalidated certain tariffs imposed under that authority, tariffs and other trade
+measures may continue to be imposed under other statutory authorities or through future legislation. However, there can be no assurance
+that such efforts will fully offset increased costs. 
+Customers 
+We currently have
+around 300 customers across the United States consisting of dealers, wholesalers, private-label customers and OEMs who then sell our
+products to end consumers. Our sales are completed on a purchase-order basis and most are without firm, long-term revenue commitments
+or sales arrangements. Expion360 has sales relationships with many major RV retailers, including Camping World, a leading national RV
+retailer, and Keystone Automotive, a leading national marketer and distributor of automotive and RV specialty products. In addition,
+we also sell products directly to end consumers. We intend to continue to focus on our sales and distribution channels to develop existing
+customer relationships and grow our customer base. We also offer a high level of technical support to our customers before and after
+product sales. 
+We currently derive
+a significant portion of our revenue from a limited number of customers. During the year ended December 31, 2025, sales to four customers
+accounted for approximately 60% of our gross sales. These customers accounted for 69% of our outstanding accounts receivable as of December
+31, 2025. Sales to each of our other customers did not exceed 10% during this period. 
+9 
+Intellectual Property 
+The success of our
+business and our technology leadership is supported by our proprietary battery technology. We have filed 11 patent applications in the
+United States to provide protection for our technology, including seven design patent applications and four utility patent applications.
+In addition, we rely upon a combination of trademark and trade secret laws in the United States, as well as license agreements and other
+contractual protections, to establish, maintain and enforce rights in our proprietary technologies. We also seek to protect our intellectual
+property rights through non-disclosure and invention assignment agreements with our employees and consultants and through non-disclosure
+agreements with business partners and other third parties. 
+We periodically review
+our development efforts to assess the existence and patentability of new intellectual property. We pursue the registration of our domain
+names and trademarks and service marks in the United States and in an effort to protect our brand, as of December 31, 2025, we have 18
+trademarks registered or pending registration to cover our house marks in the United States and have nine trademarks registered or pending
+registration in Canada. 
+Government Regulations 
+We are subject to
+inspections by federal, state, and local regulators overseeing environmental health and safety, which could result in possible citations
+and/or fines. Lithium-ion battery shipments are categorized as “dangerous goods” and are subject to rules governing their
+transportation. We have implemented policies and procedures, trained our employees, and conducted internal audits to verify compliance
+with environmental health and safety regulations. 
+As of December 31,
+2025, our currently commercialized lithium iron phosphate batter models have achieved UL 1973 certification. Certain next-generation
+models remain subject to final certification. 
+Employees 
+As of December 31,
+2025, we had 22 employees, all of whom worked for us full time. None of our employees are covered by collective bargaining agreements
+and we have never experienced an organized work stoppage, strike, or labor dispute. We believe working conditions and compensation packages
+are competitive with those offered by competitors and consider our relations with our employees to be good. 
+Environmental,
+Health, and Safety 
+We and our third-party
+manufacturers and suppliers are, and could become, subject to a wide range of international, federal, state, provincial, and local governmental
+regulations directed at preventing or mitigating environmental harm, as well as to the storage, discharge, handling, generation, disposal
+and labeling of toxic or other hazardous substances. Although we outsource our manufacturing, the manufacturing of our products by our
+third-party manufacturers and suppliers require the use of hazardous materials that similarly subject these third parties, and therefore
+our business, to such environmental laws and regulations. Noncompliance by us or third-party manufacturers with applicable environmental
+or safety regulations could result in regulatory actions, penalties, or operational disruptions. Increased compliance costs by our third-party
+manufacturing partners may also result in increased costs to our business. Our business and operations are also subject to health and
+safety laws and regulations adopted by government agencies such as the Occupational Safety and Health Administration. Although we believe
+we are in material compliance with applicable laws concerning matters relating to health, safety, and the environment, the risk of liability
+relating to these matters cannot be eliminated completely. To date, we have not incurred significant expenditures relating to environmental
+compliance nor have we experienced any material issues relating to employee health and safety. See the section titled “ Risk
+Factors ” for additional information. 
+10 
+Implications of
+Being an Emerging Growth Company and a Smaller Reporting Company 
+We qualify as an
+“emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). As an emerging
+growth company, we have elected to take advantage of specified reduced disclosure and other requirements that are otherwise applicable
+generally to public companies. These provisions include: 
+● 
+the
+requirement that we provide only two years of audited financial statements in addition to
+any required unaudited interim financial statements with correspondingly reduced “Management’s
+Discussion and Analysis of Financial Condition and Results of Operations” disclosure; 
+● 
+reduced
+disclosure about our executive compensation arrangements; 
+● 
+an
+exemption from the requirement that we hold a non-binding advisory vote on executive compensation
+or golden parachute arrangements; and 
+● 
+an
+exemption from the auditor attestation in the assessment of our internal control over financial
+reporting. 
+We may take advantage
+of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be
+an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross
+revenue of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion
+of our initial public offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous
+three years; or (iv) the date on which we are deemed to be a “large accelerated filer” under SEC rules. 
+We
+are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company
+even after we are no longer an emerging growth company. We may take advantage of certain of the reduced reporting requirements available
+to smaller reporting companies and will be able to take advantage of these reduced reporting requirements for so long as our voting and
+non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter,
+or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting Common
+Stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter. 
+Company Information 
+Expion360 Inc. was
+initially organized as a limited liability company under the name Yozamp Products Company, LLC in the State of Oregon in June 2016 and
+converted to a Nevada corporation in November 2021. 
+Our website is found
+at expion360.com and on the Investor Relations section of our website, we post the following filings as soon as reasonably practicable
+after they are electronically filed with or furnished to the SEC: our Annual Reports on Form 10-K, our Proxy Statement on Schedule 14A,
+our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant
+to Section 13(a) or 15(d) of the Exchange Act. 
+All of the information
+on our Investor Relations web page is available to be viewed free of charge. Information contained on our website is not part of this
+Annual Report or our other filings with the SEC. We assume no obligation to update or revise any forward-looking statements in this Annual
+Report whether as a result of new information, future events or otherwise, unless we are required to do so by law. 
+The SEC also maintains
+a website found at http://www.sec.gov/ that contains reports, proxy and information statements and other information regarding
+issuers that file electronically with the SEC. 
+11

raw/filings/0001894954/2025/0001903596-26-000075/item13.txt

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+ITEM
+13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
+47

raw/filings/0001895249/2024/0001558370-25-010044/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
+0001895249,CNTM,"ConnectM Technology Solutions, Inc.",2024,10-K,2025-08-04,2024-12-31,2025-08-04T15:05:34.000Z,0001558370-25-010044,cntm-20241231x10k.htm,10-K,26178155,1,1,https://www.sec.gov/Archives/edgar/data/1895249/000155837025010044/cntm-20241231x10k.htm,https://www.sec.gov/Archives/edgar/data/1895249/000155837025010044/

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+Item 1. Business. 
+Overview 
+ConnectM is a constellation of companies connecting and powering next generation equipment, mobility and distributed energy—thus enabling a faster, smarter transition to a modern energy economy. The Company delivers an advanced, proprietary Energy Intelligence Network (“ EIN ”) platform designed to empower residential and commercial service providers and original equipment manufacturers, to optimize energy efficiency, enhance operational performance, and support sustainable innovation. Leveraging technology, data, artificial intelligence, and behavioral economics, ConnectM aims to lower energy costs and reduce carbon emissions globally. Our Service Provider-facing technology platform encompasses marketing to life cycle management, customer care to claims processing, finance to rebates/incentives. Our architecture combines artificial intelligence with human expertise, continuously learning from the data it generates. This enables us to refine and improve our technology solutions for B2B customers while maximizing customer lifetime value. In addition to digitizing electrification end-to-end, we also transform the underlying business model to minimize customer churn while maximizing trust and improving environmental impact. 
+Our OEM-facing technology platform provides essential hardware and software services for EV fleet management and battery diagnostics—helping to capture data, synthesize that data, and in turn monetizing that data on behalf of our enterprise customers. By empowering OEMs and mobility companies with connected operations, our portfolio companies directly contribute to their continued explosive growth. 
+We believe that our cocktail of enhanced user experience, aligned values, and competitive cost enjoys broad appeal. End user electrification consumption has grown over time to encompass higher value products such as heat pumps, highly efficient air conditioners, solar roof, battery storage, electric vehicles and weatherization. These progressions can generate increases in customer lifetime value. We anticipate sustained growth through predictable, recurring revenue streams and automation that reduces costs while meeting our B2B customer needs. Our data-driven architecture further enhances precision in pricing and implementing electrification solutions, creating additional value for our customers. 
+Our Products and Services 
+ConnectM provides products and services across four different business segments: Owned Service Network, Managed Solutions, Transportation, and Logistics. 
+Owned Service Network 
+This segment is comprised of our owned service providers that offers a single point solution provider for homeowners and light commercial building owners (“ End User ”) for their electrification and decarbonization needs. Our owned network of service providers employ home energy specialists who prepare a multi-year blueprint for equipment and system installations that is aligned with End User needs and ensures full leverage of federal, state, and utility rebates, tax credits, and incentives. Our owned service providers also include weatherization, HVAC, solar, battery, and EV charger installation teams who work in tandem with the home energy specialists to ensure optimal roll out of the multi-year blueprint. The ConnectM measurement and verification platform ensures that End Users experience the savings that were envisioned during the blueprint stage. 
+ConnectM has developed its Energy Intelligence Network to boost electrification and decarbonization for residential and light commercial buildings. We have built a proprietary full stack technology application for remote asset monitoring and control, along with a proprietary artificial intelligence (AI) assistant to provide maintenance, repair and installation guidance and optimization for service providers. The data collected from remote asset monitoring and control feeds into our EIN and improves the entire platform performance for all customers. In addition to its EIN and remote asset monitoring technology, ConnectM centralizes and streamlines certain back-office functions for its service provider businesses including: bookkeeping/payroll, bulk purchasing, marketing/advertising, and working capital support. These services boost service provider revenue, operating margins, and overall profitability. 
+● Our owned service providers share a mission to use ConnectM’s technology to ensure optimal performance of End User equipment and systems which increases customer satisfaction and the likelihood of obtaining additional electrification and decarbonization work—lowering customer acquisition cost. Our EIN platform enables our owned service providers to remotely monitor and control End User systems so that they are proactively alerted to any performance issues of those systems before their customers experience an equipment outage. 
+3 
+Managed Solutions 
+In addition to our Owned Service Networks, ConnectM also enters into managed service agreements (“MSAs”) with third party residential and light commercial service providers. ConnectM provides its technology platform (comprising of the EIN and remote monitoring technology) and many of the same back-office services (bookkeeping/payroll, bulk purchasing, marketing/advertising, and working capital support) to these service providers under a negotiated MSA. In exchange for the use of our tech platform and back-office services, ConnectM generally recognizes 60-90% of service provider revenue. The transaction price is established in the customer contract as a percentage of the customer’s revenue for a week. Revenue is recognized over the life of the contract in the amounts invoiced to customers which directly corresponds with the value of the services provided to the End User. Working capital adjustments may be processed quarterly, if costs incurred by the customer exceed the percentage of the customer’s revenue and are recorded as a reduction of sales, general and administrative expenses as it represents’ the customer’s reimbursement of costs incurred by us. Additionally, certain MSAs contain a “Right of First Refusal” that gives ConnectM the option to acquire a service provider customer at a pre-negotiated EBITDA multiple (which would bring them into the Company’s Owned Service Network segment) . 
+For both our Owned Service Network and Managed Solutions customers, we have developed portals and applications to provide visibility into equipment performance resulting in: 
+● Implementing preventative maintenance procedures and subscription plans; 
+● 24-hour remote monitoring; 
+● Simplified warranty and claim management; and 
+● Equipment-as-a-Service subscriptions. 
+In addition, we provide our Owned Service Networks and Managed Solutions customers with a utility tracker that empowers their customers to utilize available rebates, incentives, and financing associated with our various MEE solutions. 
+Transportation 
+ConnectM strategically invests in portfolio companies at the forefront of the zero-emission mobility revolution. These companies provide essential hardware and software services for EV fleet management and battery diagnostics to Original Equipment Manufacturers (“ OEMs ”). This critical role within the electric vehicle ecosystem generates recurring revenue through integration with ConnectM’s Energy Intelligence Network. By empowering OEMs and EV transportation companies with connected operations, our portfolio companies directly contribute to their continued explosive growth. 
+ConnectM’s EIN extends beyond residential and commercial service providers to also function as a smart transportation platform that enables our enterprise customers to offer desired features to their end customers along with potentially valuable data collection. Using the EIN, (i) equipment manufacturers of electromechanical and electric vehicles can access actionable data gathered from IoT systems connected to their equipment, (ii) asset owners can intelligently protect their investments, and (iii) equipment service providers can boost their on-the-job efficiency. 
+Logistics 
+As an entry point into the $165B last mile delivery market, ConnectM acquired a controlling interest in DeliveryCircle, LLC, a Delaware limited liability company (“ DeliveryCircle ”) engaged in the business of providing dispatch and delivery services and related software. DeliveryCircle operates as a transportation/freight broker and also offers logistics services such as sortation and transloading. DeliveryCircle’s primary revenue stream comes from their transportation and underlying technology services. DeliveryCircle provides a complete suite of software applications to its customers, powered by Decios, a cloud-based, delivery management platform that ensures companies can succeed in every aspect of the delivery game. The Decios platform features real-time tracking, optimization, and integration with commonly used order systems. 
+Our Networks and Platforms 
+ConnectM’s Energy Intelligence Network aggregates over 30GB/day of real time operating and performance data from the 120,000+ electrified assets across our portfolio companies with the goal of providing superior value to enterprise, OEM and service provider customers. 
+4 
+The sheer volume of data collected daily allows us to continually train and refine our AI models to create more value for customers. For example, data collected from residential users, service providers, and OEMs enables our customers to report on the tangible and measurable sustainable impact of devices operating on the EIN. This reporting helps our customers obtain government support, increase adoption, and boost overall public goodwill. OEMs, distributors, and third-party service provider customers also leverage the Company’s Connected Operations software applications to build a differentiated infrastructure for demand creation, implementation, and ongoing management of Modern Energy Economy solutions. 
+During the fiscal year 2024: 
+● We installed 173 heat pumps, 193 high efficiency air conditioners, and 113 fuel-efficient heating systems; 
+● We installed enough solar roofs to generate 1,249.84kW of electricity, decarbonizing 17.5 kT of CO2 during asset lifetime; 
+● Our network was responsible for 95.5 GWh of electrification, equivalent to powering 35,000 homes per day¹ 
+● We displaced 73,506 metric tons of CO2, equivalent to the amount of CO2 3.4 million trees can absorb in a year² 
+● We offset 6.7 million gallons of fossil fuel from being used, equivalent to driving around the world roughly 7,000 times³ 
+● We ended the year with a total of 25,931 EVs on the platform and managed a total 206 million green miles throughout the year. 
+¹U.S. Energy Information Administration (EIA) - Assuming the average home uses about 30 kilowatt-hours per day. 
+²U.S. Department of Agriculture 
+³Assumes 26 miles per gallon 
+Our Technology Applications 
+Connected Operations 
+Our mission is to reverse the adverse effects of climate change by owning, developing, and operating the world’s largest network of electro-mechanical assets. Our connected operations application provides advanced connectivity and real-time equipment monitoring to help promote a future powered primarily by clean, renewable energy. ConnectM’s innovative technology and MEE solutions are designed to empower our service provider and OEM customers to drive a reduction in their End User’s overall environmental impact and advance progression toward achieving zero-carbon emissions. Our advanced, full-stack system creates more energy-efficient homes, buildings, logistics, and transportation by providing insight and refined intelligence to electromechanical equipment, vehicles, and systems. 
+Our Connected Operations application includes key features that enhance our sales operations in our Owned Service Network and Managed Solutions segments: 
+● Single app-based interface for service providers and End Users; 
+● Efficient process for generating sales leads; 
+● All digital marketing and lead generation; 
+● Long-term and AI-driven End-User/customer engagement and management, including the use of data analytics to upsell services; and 
+● Shared services for service provider branding and brand equity enhancement, which includes: 
+● One service delivery platform for quality control, training, and tech support, and 
+● Consolidation of sales operations, vendors, insurance, fleet management, fuel expenses, payroll, benefits, recruitment, and human resources. 
+5 
+Our Connected Operations application also includes key features that enhance our customer’s experience: 
+● Customer self-service enabled; 
+● Platform integration with OEMs, distributors, and sales channels for branding and promotions; and 
+● Single unified whole home electrification interface for frictionless cross-sales of different electrification and decarbonization solutions. 
+In our Transportation segment, our Connection Operations application also enables transportation OEMs to offer smart features to their end customers along with potentially valuable data collection within our EIN. The application, which is configuration-based, makes it simpler for OEMs to integrate our solutions within their vehicles. The application offers business applications for transportation OEMs, EV charging, shared mobility, and battery swapping operations management. 
+● Our Connected Operations application offers end users and stakeholders in the ecosystem (including equipment partners, utilities, and service providers the following services through our Smart Vehicle Control Unit. 
+● Integration of subsystems : Integrates with major subsystems of EV such as battery management system (BMS), motor control unit (MCU) and instrument cluster. 
+● Intelligence @ Edge : The VCU can execute analytical processes at the electric vehicle, where data is collected via smart devices and IoT sensors, and transfer processed data to the cloud instead of sending only raw data. VCU enables control of the vehicle based on safety aspects that can be pre-configured or enhanced over the air. For example, the mode of motor control can be changed based on an increase in battery temperature. The VCU can interface with additional sensors and actuators on a vehicle like GPS, temperature, tire-pressure, theft detection, ignition line and motor mode control, for taking actions at the edge or enabling the user to control using a connected application. 
+● Remote management : Allows remote management of BMS/MCU configuration, firmware operations over the air. Also, the VCU firmware can be remotely updated. This feature helps OEMs to enhance and quickly upgrade settings of the BMS/MCU remotely without visiting service stations. 
+Connected Consumer Application (End User-facing) 
+● End Users have access to a view of vehicle health, location, utilization, and receive live notifications. 
+● Provides a platform for End Users to buy insurance, warranty, accessories, or any other services offered by the OEM. 
+● Built-in security capabilities enable End Users to prevent theft or locate the vehicle if theft occurs. 
+● Special sensors on the VCU can detect if the vehicle experienced a crash situation and can notify family members in emergency situations. 
+Data Science and Analytics 
+● Our platform generates various insights that help detect battery deterioration, cell imbalance, and weaker cells that may damage an entire battery. 
+● Our platform enables transportation OEMs to proactively work with their customers to detect vehicle anomalies and facilitates submitting warranty claims when applicable. 
+● Our platform helps OEM service teams to analyze their customer complaints by reviewing past data and usage patterns. 
+● Location details provided by our platform enable OEMs to assess vehicle density, and this data can be leveraged to partner with charging station infrastructure providers to set up networks at locations with higher utilization and revenue potential. 
+6 
+Our Value Proposition 
+We believe that our tech platforms provide the following advantages to the End Users of our service provider and OEM customers: 
+● Lower energy bills : Our streamlined process allows for various energy credits to be directly applied to an End User’s utility bill, which allows them to realize immediate savings. 
+● Connected Operations: Our technology allows for seamless and secure connectivity across various equipment and vehicle asset classes. This connectivity enables data collection, data analysis, and remote control, (together, “Connected Operations,”). Our Service Provider customers utilize Connected Operations to smooth End User demand across the year, and our OEM customers utilize Connected Operations to efficiently manage and extend the lifespan of EV assets. 
+● Supporting clean energy ecosystem: We anticipate that demand for more efficient sources of energy will continue to increase. We strive to support our customers in their continued transition to the modern energy ecosystem. We expect our continued growth and planned expansion of product offerings will allow us to support even more customers globally in this transition. 
+Growth Strategy 
+Most players in our space operate in a distinct segment of the market. There are pure-play solar companies, or pure play EV companies. These companies are much more susceptible to the typical boom and bust cycles that specific industries often face. ConnectM takes several pages out of the Berkshire Hathaway playbook: value investing, trust in strong management teams, and importantly a diversified approach. Our diversified approach across different segments like our Owned Service Network, Managed Solutions, Transportation, and Logistics means that we can allocate capital where there are strong growth rates. 
+​ 
+Due to our constellation model, ConnectM benefits from a diversity of customers and income streams. Our customers range from service providers that use our digital platform to provide electrified heating and cooling and distributed energy products to homeowners and commercial building owners to OEMs like Volvo that manufacture massive electric buses and trucks. Many of ConnectM’s portfolio companies have high margin recurring revenue products as a component of their offering and our growth strategy entails increasing the percentage of high margin software subscriptions in our future revenue mix. 
+​ 
+Our Managed Solutions segment allows us to stay asset lite as we grow since we do not foresee needing a large sales force or operating team for that segment of our business. To grow, we will seek to deploy capital into large addressable markets with low innovation, low penetration, and double-digit projected compound annual growth rates. We have typically avoided making singular, large pureplay bets and we will be cautious about excessive leverage on our balance sheet going forward. 
+​ 
+We seek to expand our OEM and service provider customer base through both organic (Owned Service Network, Transportation, and Logistics segments) and inorganic (Managed Solutions) growth initiatives. 
+​ 
+ConnectM intends to leverage our competitive strengths and market position to allow service providers and OEMs to present a “one-stop-shop” to their customers for the clean energy transition. Our growth strategy includes the following: 
+​ 
+● Service Offering Expansion: Using our existing customer and developer networks, we may explore building out our EV charging and energy storage offerings. 
+● Expansion of Existing Software Capabilities: Given the 30GB of data we collect daily, we plan to continue to grow our existing data science and software capabilities. Leveraging AI, we intend to develop and create additional software tools and data models that are capable of analyzing perspective customer properties to assist in identifying attractive opportunities for us and for our customers. 
+● Customer-Base Growth : We intend to grow our customer base via customer referrals and our customized, relationship-focused sales process. 
+7 
+Market Opportunity 
+We view the energy economy in three distinct buckets: 1) Energy generation, 2) Energy transmission & distribution, and 3) Energy consumption. While we believe that all three buckets are in dire need of capital expenditures and innovation, ConnectM currently focuses on the energy consumption space. Energy consumption represents the largest market because it encompasses every asset that uses energy to operate: whether it is a consumer device, industrial equipment, machinery, or vehicle. Fundamentally, energy consumption comprises a multi trillion-dollar asset base that we believe will, in large part, be switching away from burning fossil to operate and will also be increasingly cloud connected. The stark reality is that for every unit of fossil fuel burned to power an asset, 2/3 of that unit is completely wasted as heat. So only 1/3 of that unit provides useful work or energy which is a very expensive baseline for comparison when a consumer or business is evaluating replacement options. ConnectM currently invests in and partners with companies that are electrifying assets to operate much more efficiently and effectively and provides cloud connectivity and intelligence for those assets (primarily service providers and OEMs). 
+Market Sizing – Owned Service Network and Managed Solutions 
+Total Addressable Market  
+The total addressable market (“ TAM ”) for our integrated platform with multiple clean energy and decarbonization services is substantial. There are over 400 million homes and light commercial spaces in the U.S., Canada, and the European Union. Given an average annual purchase and operating expense of $3,850 per space, the annual total addressable market is $1.7 trillion per year. These services are considered essential infrastructure and continue to see sustained growth driven by aging equipment replacements, energy efficiency upgrades, and climate control demands throughout the world. 
+Serviceable Addressable Market   
+The serviceable addressable market (“ SAM ”) includes New England, Mid-Atlantic, and South Atlantic regions in the United States over the course of the next five years. These regions have approximately 46.8 million homes and 1.68 million light commercial buildings, which correspond to a serviceable addressable market size of $40 billion.  These markets are being propelled by decarbonization efforts, rising energy costs, and policy support for sustainable home and commercial infrastructure upgrades. 
+Serviceable Obtainable Market   
+The serviceable obtainable market (“ SOM ”) for HVAC and solar installation services in Massachusetts, Virginia, and Florida is $12 billion. These states have approximately 19 million homes and 483,000 Light Commercial Buildings in total. These markets are driven by strong state-level incentives for efficient equipment installation, aggressive climate targets, solar incentives, and an aging building stock. These markets will continue to be our focus area as we already have a footprint to leverage in these states. 
+Market Sizing – Transportation 
+Total Addressable Market   
+The global total addressable market for our transportation business that focuses on EV fleet management and battery diagnostics is estimated at $14 billion in 2024, driven by accelerating fleet electrification, growing EV adoption, and the increasing need for real-time data and predictive insights. EV fleet management—valued at $10 billion—includes software and services for vehicle tracking, charging coordination, route optimization, and predictive maintenance. Meanwhile, the battery diagnostics and health monitoring segment—estimated at $4 billion—covers battery analytics, degradation tracking, resale assessments, and thermal risk management. As the global EV stock is projected to exceed 250 million vehicles by 2030, these data-heavy, software-driven markets are expected to grow rapidly, reaching a combined TAM of $45–75 billion by the end of the decade. 
+Serviceable Addressable Market   
+The serviceable addressable markets for our transportation business are the U.S., India, and the Middle East. These specific markets account for $5.5 billion of the global market. In the U.S, the SAM is driven by strong demand from corporate, municipal, and delivery fleets, supported by government incentives and growing EV adoption. India is in the early stages of fleet electrification, with increasing demand for battery health management as the market matures. In the Middle East, electrification is accelerating due to government and luxury vehicle fleets, particularly in countries like the UAE and Saudi Arabia, where green energy initiatives are driving adoption. As fleet electrification grows across these regions, the demand for fleet management solutions and battery diagnostics will continue to expand. 
+8 
+Serviceable Obtainable Market   
+The serviceable obtainable market for our transportation business are EV and battery diagnostics OEMs in India. This market opportunity is $150 million. While fleet electrification in India is still in its early stages, the market is growing rapidly, particularly in sectors like e-commerce logistics, last-mile delivery, and electric two-wheelers. Demand for EV fleet management solutions, including route optimization and charging infrastructure management, is increasing as more fleets adopt electric vehicles. 
+Market Sizing – Logistics 
+Total Addressable Market  
+The total addressable market for last mile delivery services is currently $300 billion. This is mainly driven by the rapid growth of e-commerce, consumer demand for faster delivery times, and the need for more efficient logistics solutions. As consumers increasingly expect same-day and next-day delivery, the market is projected to grow significantly, with estimates suggesting it could reach $700–800 billion by 2030. The rise of urbanization and the push for sustainable delivery options, such as electric delivery vehicles, further contribute to the market’s expansion. 
+Serviceable Addressable Market   
+The serviceable addressable market for last mile delivery services in the U.S. and Canada is $165 billion. The United States makes up $150 billion of the SAM, and Canada represents the other $15 billion. Together, the U.S. and Canadian markets represent a significant portion of the global last mile delivery landscape, fueled by the expansion of e-commerce and the need for more efficient logistics solutions. 
+Serviceable Obtainable Market   
+The serviceable obtainable market for last mile delivery of freight goods (such as palletized items) in the U.S. is estimated at $20 billion. This segment caters to industries such as wholesale, manufacturing, and retail, which require the delivery of larger freight to businesses, warehouses, and distribution centers. The market growth is fueled by the increasing demand for efficient, fast freight deliveries as part of e-commerce B2B operations, retail supply chains, and third-party logistics providers. The rise of these industries, combined with the need for specialized vehicles and infrastructure to handle bulk shipments, positions freight last mile delivery as a key market within the broader logistics and transportation sector. 
+Our Competitive Strengths 
+We believe we have a number of competitive advantages that contribute to our success. We aim to provide our service provider and OEM customers with a superior customer experience, lower costs, and a wide selection of products and services. We help our US-based owned service provider networks and MSA customers deliver wellness, health and comfort to dwellers of commercial buildings and homes through superior, real-time monitoring, management and prediction of environmental parameters (temperature, humidity, carbon dioxide and carbon monoxide levels) and digital climate control and zoning to ensure optimum HVAC delivery and comfort to the dwellers. We empower our OEM customers with a connected operations platform, directly contributing to their continued explosive growth across Asia and the Middle East. 
+● Superior Customer Experience. We believe that we maintain high customer satisfaction and compete with the pricing offered by our competitors. Our customers may access our customer service representatives digitally, or by phone, text or email, 24/7. 
+● Technology and Data. We have a technological and data advantage due to our consumer base, transaction volume, and fleet of products. This allows us to accumulate data to power and improve our technology. We have developed an integrated platform that optimizes energy efficiency, EV and fleet management. 
+● Deep Operational Experience. We develop and refine much of our core technology centrally. Our expertise allows us to tackle some of the most complex operational challenges. With deeply rooted local operational teams, we can quickly respond to changing external conditions. 
+9 
+Risk Management & Compliance 
+We have built a strong culture around risk management and compliance. We believe our technology-driven processes help us to mitigate risks within our business. 
+We are focused on complying with all applicable laws and regulations while providing the best possible customer experience. Our legal and compliance teams work hand-in-hand with our business teams to ensure that we remain up to date on regulatory requirements, and that these requirements are met as new products and services are added. We prioritize strategic thinking about how best to protect the interests of the consumer, particularly since we are building a digitally native system in an industry that has traditionally been analog. 
+Our compliance program is kept current by our internal compliance team, whose members track regulatory updates, conduct thorough reviews of policies and procedures, and monitor the licensing and education requirements of our team members. 
+Security and Data Protection 
+We employ various in-house and third-party technologies and network administration policies that are designed to protect our computer network and the privacy of our customers’ and team members’ information from external threats and malicious attacks. 
+We believe that the technologies and network security plan we have adopted are appropriate to the size, complexity and scope of services we provide, as well as the nature of the information that we handle. Recently, we have experienced substantial growth, which presents additional challenges to our security and data protection infrastructure. We have a team of professionals dedicated to network and information security who monitor information systems, evaluate the effectiveness of technologies against known risks and adjust systems accordingly. In addition, we periodically have network security evaluated by outside firms specializing in network security to help us identify and remove any potential vulnerabilities. 
+We have undertaken measures intended to protect the safety and security of our information systems and the data therein, including physical and technological security measures, team member training, contractual precautions, business continuity plans, and implementation of policies and procedures designed to help mitigate the risk of system disruptions and failures and the occurrence of cyber incidents. We invest in security technology designed to protect our data and business processes against risk of a data security breach or cyberattack. Our data security management program includes identity, trust, vulnerability, and threat management business processes as well as the adoption of data protection policies. We measure our data security effectiveness through industry-accepted methods and remediate significant findings. The technology and other controls and processes designed to secure our team member, customer and loan applicant information and to prevent, detect and remedy any unauthorized access to or acquisition of that information were designed to obtain reasonable, but not absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately. 
+Cyclicality and Seasonality 
+Some MEE products and offerings are cyclical and those markets are dependent on general economic conditions and other factors, including consumer spending preferences and the attractiveness of incentives offered by OEMs, if any. In addition, our business can be affected by labor relations issues, regulatory requirements, trade agreements and other factors. Economic factors adversely affecting consumer spending could adversely impact our revenues and net income. 
+Our business is also somewhat seasonal. Our EIN platform and Connected Operations applications enable s us to remotely monitor and control and OEM’s vehicle fleet or an End User’s HVAC systems so that we know the problems with the performance of a vehicle or HVAC system s before an End User experiences a vehicle anomaly or an equipment outage. Ensuring optimal performance of the equipment and systems increases customer satisfaction and thereby increases the likelihood of getting additional electrification and decarbonization workstreams. 
+Peak summer, cold winters and rainy seasons have an impact on our Managed Services and Owned Service Network businesses. During certain periods of the summer and winter, demand for installations, replacements and repairs increases. Rainy and snow days negatively impact our rooftop solar installation business. The impact of seasonality varies depending on the market. For example, in Florida, our business slows down during hurricane season and there is high demand from March through September. 
+10 
+Our Intellectual Property 
+Our intellectual property is an essential element of our business. We rely on a combination of patents, patent applications, internet domain names, and other forms of intellectual property, and on contractual agreements, to establish, maintain and protect our intellectual property rights and technology. We also license certain third-party technology for use in conjunction with our products. 
+As of December 31, 2024, we have 11 issued or pending patents and 11 domain names related to our technology. We intend to continue to file additional intellectual property applications related to our technology in the future. 
+We believe that our continued success depends on hiring and retaining highly capable and innovative team members, especially as it relates to our engineering base. It is our policy that all of our team members and independent contractors sign agreements acknowledging that all inventions, trade secrets, works of authorship, developments, processes and other forms of intellectual property generated by them on our behalf are our property and assigning to us any ownership that they may otherwise have in those works. Despite our precautions, it may be possible for third parties to obtain and use without consent intellectual property that we own or license. 
+Government Regulations 
+Although we are not regulated as a public utility in the United States under applicable national, state or other local regulatory regimes where we conduct business, we compete with regulated utilities. As a result, we have developed and are committed to maintaining a policy team to focus on the key regulatory and legislative issues impacting the entire industry. We believe these efforts will help us better navigate local markets through relationships with key stakeholders and facilitate a deep understanding of the national and regional policy environment. 
+To operate our systems, we obtain interconnection permission from the applicable local primary electric utility. Depending on the size of the solar energy system and local law requirements, interconnection permission is provided by the local utility directly to us and/or our customers. In almost all cases, interconnection permissions are issued on the basis of a standard process that has been pre-approved by the local public utility commission or other regulatory body with jurisdiction over net metering policies. As such, no additional regulatory approvals are required once interconnection permission is given. 
+Our operations are subject to stringent and complex federal, state and local laws, including regulations governing the occupational health and safety of our employees and wage regulations. For example, we are subject to the requirements of the federal Occupational Safety and Health Act, as amended (“ OSHA ”), and comparable state laws that protect and regulate employee health and safety. We endeavor to maintain compliance with applicable OSHA and other comparable government regulations. 
+We are subject to various other laws, including employment laws related to hiring practices, overtime, and termination of team members, health and safety laws, environmental laws and other federal, state and local laws in the jurisdictions in which we operate. 
+Government Incentives 
+The Inflation Reduction Act (“IRA”), signed into law on August 16, 2022, allocates nearly $400 billion in federal funding to advance clean energy initiatives, aiming to significantly reduce the nation’s carbon emissions by 2030. The funding comprises tax incentives, grants, and loan guarantees, with substantial emphasis on clean electricity infrastructure, energy transmission upgrades, and clean transportation, including incentives for electric vehicles. 
+Approximately $43 billion of the IRA is dedicated specifically to consumer incentives, designed to promote widespread adoption of sustainable technologies. These incentives lower consumer costs associated with purchasing EVs, energy-efficient home appliances, rooftop solar systems, geothermal heating solutions, and residential energy storage systems. Beginning in 2023, new electric vehicles qualify for federal tax credits of up to $7,500, while used electric vehicles qualify for up to $4,000. 
+In addition, the IRA extends through 2032 the tax credit available for residential energy-efficiency improvements, increasing the credit rate to 30% and replacing the previous lifetime limit with an annual limit of $1,200. It further introduces a separate annual credit of up to $2,000 specifically for installations of geothermal heat pumps and biomass stoves, while also enhancing incentives for energy-efficient windows and doors. Collectively, these policy measures create significant momentum for residential decarbonization, efficiency enhancements, and sustainable energy adoption across the United States through at least 2032. 
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+Corporate Information 
+ConnectM Technology Solutions, Inc. was formed under the laws of the State of Delaware on March 22, 2019. 
+The ConnectM design logo, “ConnectM” and our other common law trademarks, service marks or trade names appearing in this proxy statement/prospectus are the property of ConnectM. Other trademarks and trade names referred to in this proxy statement/prospectus are the property of their respective owners. 
+Human Capital Resources 
+As of December 31, 2024, in the U.S., we had eighty-five (85) full time employees: twelve (12) in sales, forty-nine (49) in technical, support and general management and twenty-four (24) in finance and administration. In India, we had seventy-three (73) full-time employees. Of these full-time employees, four (4) were engaged in sales and sales engineering, forty-two (42) in operations and customer support, fifteen (15) were engaged in research and development and twelve (12) in finance and administrative capacities. We consider our greatest asset to be our people because of the consultative nature of our business and employees are the crucial factor in our growth. None of our employees are represented by a labor union. We have not experienced any employment-related work stoppages, and we consider relations with our employees to be good. 
+In shaping our culture, we aim to combine a high standard of excellence, technological innovation and agility and operational and financial discipline. We believe that our flat and transparent structure and our collaborative and collegial approach enable our employees to grow, develop and maximize their impact on our organization. To attract and retain top talent in our highly competitive industry, we have designed our compensation and benefits programs to promote the retention and growth of our employees along with their health, well-being and financial security. Our short- and long-term incentive programs are aligned with key business objectives and are intended to motivate strong performance. Our employees are eligible for medical, dental and vision insurance, a savings/retirement plan, life and disability insurance, and various wellness programs and we review the competitiveness of our compensation and benefits periodically. 
+As an equal opportunity employer, all qualified applicants receive consideration without regard to race, national origin, gender, gender identity, sexual orientation, protected veteran status, disability, age or any other legally protected status. 
+We seek to create an inclusive, equitable, culturally competent, and supportive environment where our management and employees model behavior that enriches our workplace. 
+Our Facilities 
+Our corporate headquarters is located in Marlborough, Massachusetts where we lease approximately 2,396 square feet under a lease that expires on June 30, 2025. We also have offices in Gloucester, Massachusetts; New Bedford, Massachusetts; Stuart, Florida; Manassas, Virginia; Hyannis, Massachusetts; and Bangalore, India. We have one owned real property and 10 leased real properties. We believe that our existing facilities are adequate to meet the current needs of our essential workforce (including that, during the COVID-19 pandemic, we onboarded several fully remote employees) and that if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms. 
+Legal Proceedings 
+On February 26, 2024, Robert Zrallack and RJZ Holdings LLC (the “ Plaintiffs ”) filed suit against Aurai LLC (“ Aurai ”), ConnectM Florida RE LLC (“ ConnectM Florida RE ”), and Florida Solar Products, Inc. (“ Florida Solar ”), each a wholly owned subsidiary of ConnectM, in the circuit court for the 19th judicial circuit (St. Lucie County, Florida). In this suit, the Plaintiffs allege various contract claims arising out of a transaction under which Aurai acquired Florida Solar from Mr. Zrallack in 2022 and ConnectM Florida RE acquired certain real estate from RJZ Holdings LLC in 2022 from which Florida Solar operates. 
+Specifically, the Plaintiffs allege breach of the stock purchase agreement and certain promissory notes in connection with the purchase of Florida Solar and the related real estate, as well as breach of a services agreement with Mr. Zrallack. 
+ConnectM believes the Plaintiffs’ claims have no merit and plans to assert counterclaims against the Plaintiffs in connection with the underlying transactions. ConnectM is defending itself in this matter. 
+12 
+Regardless of the final outcome, defending lawsuits, claims, government investigations, and proceedings in which ConnectM is involved is costly and can impose a significant burden on management and employees, and there can be no assurances that favorable final outcomes will be obtained. 
+Corporate History and Background 
+We were originally incorporated in Delaware on September 23, 2021 under the name “Monterey Capital Acquisition Corporation” (“ MCAC ”) as a special purpose acquisition company, formed for the purpose of effecting an initial business combination with one or more target businesses. On May 13, 2022 (the “ IPO Closing Date ”), we consummated our initial public offering (the “ IPO ”). On July 15, 2024, we consummated the previously announced business combination (the “ Closing ”) pursuant to that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of December 31, 2022 (as amended on October 12, 2023 and April 12, 2024), by and among MCAC, Chronos Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of MCAC (“ Merger Sub ”), and ConnectM Technology Solutions, Inc., a Delaware corporation (“ Legacy ConnectM ”). 
+Pursuant to the Merger Agreement, Merger Sub merged with and into Legacy ConnectM (the “ Merger ”) with Legacy ConnectM surviving the Merger as a wholly owned subsidiary of MCAC. In addition, in connection with the consummation of the Merger, MCAC was renamed “ConnectM Technology Solutions, Inc.” 
+Our corporate offices are located at 2 Mount Royal Avenue, Suite 550, Marlborough, Massachusetts 01752 and our telephone number is 617-395-1333. Our website, which is located at http://www.connectm.com , describes our company and our management and provides information about our technology and products. Information contained on our website is not incorporated by reference into, and should not be considered a part of, the registration statement of which this prospectus forms a part. 
+Available Information 
+Our filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments submitted under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are accessible at no cost on our company website promptly after submission to the SEC. Additionally, these documents are retrievable from the SEC’s website ( www.sec.gov ). 
+Corporate governance materials, such as our guidelines and committee charters, are also accessible on our investor relations webpage under “ Corporate Governance .” It is important to note that the content of our website is not intended for inclusion by reference in our filings with the SEC, and any website references serve as inactive textual mentions only. 
+Implications of Being a Smaller Reporting Company 
+We are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter and our annual revenue was less than $100 million during our most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter. As a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not smaller reporting companies. 
+Implications of Being an Emerging Growth Company 
+We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “ Securities Act ”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”). As an emerging growth company, we may benefit from specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include: 
+● presentation of 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; 
+● reduced disclosure about our executive compensation arrangements; 
+● no non-binding stockholder advisory votes on executive compensation or golden parachute arrangements; 
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+● exemption from any requirement of the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); and 
+● exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting. 
+We may benefit from these exemptions until December 31, 2025 or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of: (1) December 31, 2025; (2) the first fiscal year after our annual gross revenues are $1.235 billion or more; (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (4) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). We may choose to benefit from some but not all of these reduced disclosure obligations in future filings. If we do, the information that we provide stockholders may be different than you might get from other public companies in which you hold stock.

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+Item 13. Certain Relationships and Related Transactions, and Director Independence. 
+In addition to the compensation arrangements with directors and executive officers described under “ Executive and Director Compensation ” and “ Management ,” the following is a description of each transaction since January 1, 2023 and each currently proposed transaction in which: 
+● we have been or are to be a participant; 
+● the amount involved exceeded or will exceed $120,000; and 
+● any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest. 
+Lock-up Agreement 
+In connection with the Business Combination, we have entered into lock-up agreements with certain of our shareholders restricting the transfer of their shares received as Merger consideration or any securities convertible into or exercisable or exchangeable for shares of Common Stock owned by them nor make any demand for or exercise any right with respect to the registration of such lock-up securities from and after the closing of the Business Combination. The restrictions under the lock-up agreements began at the closing of the Business Combination and end six (6) months from the Closing Date. 
+Related Party Policy 
+Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives personal benefits as a result of his or her position. 
+Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our disinterested independent directors, or the members of our Board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. 
+These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. 
+To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or initial stockholders, unless we have obtained (i) an opinion from an independent investment banking firm, or other firm that commonly provides valuation opinions, that the business combination is fair to our 
+88 
+stockholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent directors (if we have any at that time). Furthermore, in no event will any of our initial stockholders, officers, directors or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination. 
+Limitation on Liability and Indemnification of Directors and Officers 
+Our bylaws provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law as it now exists or may in the future be amended. 
+Notwithstanding the foregoing, as set forth in our bylaws, such indemnification will not extend to any claims our insiders may make to us to cover any loss that they may sustain as a result of their agreement 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 as described in this Report. 
+Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act (and is, therefore, unenforceable.). 
+Certain Relationships and Related Person Transactions 
+The following is a description of certain relationships and transactions that exist or have existed or that ConnectM has entered into, in each case since January 1, 2023, with its directors, executive officers, or stockholders who are known to ConnectM to beneficially own more than five percent of its voting securities and their respective affiliates and immediate family members. 
+Sponsor of MCAC 
+In connection with the closing of the Business Combination, the Company assumed unsecured promissory notes totaling approximately $555,000 that are non-interest bearing and due on demand and advances totaling approximately $132,000 that are non-interest bearing and due on demand with the Sponsor of MCAC. During September 2024, the Company entered into a note conversion agreement with the Sponsor of MCAC in which the Company converted the outstanding principal on unsecured promissory notes and certain other liabilities owed to the note holders into shares of the Company’s common stock at a conversion price of $2.00 per share with a one-time share reset adjustment (see Note 14), subject to shareholder approval and a maximum aggregate ownership amount of 19.99% for each individual lender. In connection with these agreements, approximately $555,000 of unsecured promissory notes and approximately $132,000 of accounts payable and accrued expenses were extinguished in exchange for the issuance of 343,248 shares of the Company’s common stock (see Note 12). 
+In connection with the conversion agreement, the Sponsor of MCAC received a one-time share reset adjustment that were subsequently settled during the quarter ended March 31, 2025 through the issuance of 205,949 shares of the Company’s common stock (see Note 14). As of December 31, 2024, the fair value of the derivative liabilities associated with the reset adjustment was approximately $158,000 and was included as a component of derivative liabilities on the accompanying consolidated balance sheets. For the year ended December 31, 2024, the Company recorded a change in fair value on these derivative liabilities of $26,000, which was included as a component of change in fair value of derivative liabilities on the accompanying consolidated statements of operations and comprehensive loss. 
+Related Party Investors 
+Immediately following the note conversion agreements in September 2024 with secured promissory note holders in which the Company converted the outstanding principal on the secured promissory notes, including accrued and unpaid interest, and certain other liabilities owed to the note holders into shares of the Company’s common stock (see Note 11), the ownership percentage of the Company’s common stock of two individual lenders individually exceeded 5.0%, triggering a related party relationship. These two lenders are collectively referred to as the Related Party Investors. 
+In connection with the conversion agreements, each Related Party Investor received a one-time share reset adjustment that were subsequently settled during the quarter ended March 31, 2025 through the issuance of 1,460,130 and 795,675 shares of the Company’s common stock (see Note 14). As of December 31, 2024, the fair value of the derivative liabilities associated with the reset adjustment granted to each Related Party Investor was approximately $1,146,000 and $624,000 and were included as a component of derivative liabilities on the accompanying consolidated balance sheets. For the year ended December 31, 2024, the Company recorded a change 
+89 
+in fair value on these derivative liabilities of $192,000 and $104,000, which were included as a component of change in fair value of derivative liabilities on the accompanying consolidated statements of operations and comprehensive loss. 
+The Related Party Investors collectively own 100% of an entity that has controlling interest in four customers within the managed solutions operating segment (the “Related Party Managed Solutions Customers”). The Company acquired one of these customers, GEG, in October 2024 from the entity owned by Related Party Investors (see Note 6). From the period between when the related party relationship was triggered in September 2024 through December 31, 2024, the Company earned revenue totaling approximately $644,000, incurred cost of revenues totaling approximately $188,000, and incurred selling, general and administrative expenses totaling approximately $517,000 from the remaining three Related Party Managed Solutions Customers. As of December 31, 2024, the Company was owed approximately $349,000 for managed services from the Related Party Managed Solutions Customers, which was included as a component of accounts receivable on the accompanying consolidated balance sheets and approximately $102,000 for working capital advances from the Related Party Managed Solutions Customers, which was included as a component of working capital advances on the accompanying consolidated balance sheets. As of December 31, 2024, the Company owed approximately $28,000 to the Related Party Managed Solutions Customers. 
+Prior to the date the related party relationship was triggered, each Related Party Investors had entered into secured promissory notes that remained outstanding as of December 31, 2024 totaling $1,750,000 and $1,400,000 and were included as a component of debt, net on the accompanying consolidated balance sheets. Accrued interest on the notes remaining outstanding as of December 31, 2024 totaled approximately $384,000 and $289,000 and are included as a component of accrued expenses on the accompanying consolidated balance sheets. 
+Avanti Notes 
+In September 2016, the Company entered into an unsecured promissory note with a company owned by the Company’s Chief Executive Officer (the “Related Party Lender”) for an original principal sum of INR 16,500,000 ($192,761 at December 31, 2024) (the “2016 Promissory Note”). The note bears annual interest of 14.0%. The note does not have a maturity date and the full note balance is to be paid over time in amounts determined by the Company. 
+In July 2024, the Company borrowed an additional INR 8,300,000 ($96,965 at December 31, 2024) from the Related Party Lender (the “2024 Promissory Note”). The loan bears interest at 14.0% and matures in July 2031. The principal and accrued interest is due in full at maturity. 
+Total interest expense recognized on the promissory notes with the Related Party Lender totaled INR 1,525,193 and INR 994,022 ($18,209 and $14,890, respectively) for the years ended December 31, 2024 and 2023, respectively. Total interest accrued was INR 8,414,431 and INR 6,240,004 ($98,301 and $67,462, respectively), as of December 31, 2024 and 2023, respectively, and was recorded as a component of accrued expenses on the accompanying consolidated balance sheets. 
+Related Party Lender 
+Following the closing of the Business Combination on July 12, 2024 which triggered the conversion of certain convertible notes, a noteholder’s ownership percentage of the Company’s common stock exceeded 5.0%, triggering a related party relationship. 
+On October 10, 2024, the Company issued this related party a convertible note with a principal amount of $800,000. The note has an interest rate of 20% and a maturity date of April 8, 2025. The note is convertible during the first 90 days after issuance at a conversion price of $1.10. The Company accounts for these convertible notes using the fair value option. As of December 31, 2024, the carrying amount of the note and accrued interest was $800,000 and $35,945, respectively. As of December 31, 2024, the fair value of this note was approximately $837,000. 
+On October 10, 2024, the Company issued this related party a convertible note with a principal amount of $400,000. The note has an interest rate of 20% and a maturity date of June 1, 2025. The note is convertible during the first 90 days after issuance at a conversion price of $1.10. The Company accounts for these convertible notes using the fair value option. As of December 31, 2024, the carrying amount of the note and accrued interest was $400,000 and $6,137, respectively. As of December 31, 2024, the fair value of this note was approximately $418,000. 
+ConnectM’s audit committee will approve only those transactions that it determines are fair to ConnectM and in ConnectM’s best interests. 
+We have determined that each of Ms. Cuocolo, Mr. Markscheid and Mr. Barua qualify as an independent director, as that term is defined in Rule 5605(a)(2) of the Nasdaq Listing Rules. 
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+Item 1. Business. 
+Overview 
+ConnectM Technology Solutions, Inc. (“ConnectM” or the “Company”) is a constellation of technology-driven businesses powering the modern energy economy. ConnectM believes everyone deserves affordable access to clean, reliable energy. The Company’s mission is to reshape how energy is used in homes, businesses, transportation, infrastructure, and logistics to create a higher quality of life, lower costs, and help reverse climate change for a more sustainable future. 
+Through its six reportable segments—Owned Service Network, Managed Solutions, Distributed Energy & Renewables, Transportation, Logistics, and Corporate & Strategic Assets—ConnectM delivers artificial intelligence (“AI”)-enabled electrification, distributed energy, mobility, and Industrial Internet of Things (“IIoT”) solutions to customers worldwide. 
+In October 2025, ConnectM launched Keen Labs Operations, Inc. (“Keen Labs”), a wholly owned technology subsidiary that consolidates the Company’s AI, software, and IIoT connectivity platforms into a unified innovation engine. Keen Labs serves as ConnectM’s dedicated product development and data-science hub, focused on building AI-powered solutions that enable virtual power plants (“VPPs”), intelligent building systems, and connected mobility and logistics networks. The creation of Keen Labs allows the Company to segment its technology assets from its service operations, enhancing focus, scalability, and capital efficiency while enabling future strategic partnerships and mergers and acquisitions (“M&A”) activity. 
+ConnectM operates a proprietary, AI-driven data and intelligence platform that monitors, analyzes and manages connected assets across their full lifecycle. The platform continuously aggregates anonymized performance and utilization data from service providers, OEMs, infrastructure providers and enterprise customers, which is used to train large language and predictive AI models to enhance operating efficiency, reduce downtime and extend asset life. 
+The platform functions as a self-reinforcing data network, integrating inputs from buildings, vehicles and infrastructure to create a proprietary intelligence loop that improves reliability, optimizes asset deployment and informs future product design. ConnectM currently processes more than 30 gigabytes of operational data and over two million EV miles daily across more than 120,000 connected assets, providing a large-scale, continuously expanding AI training dataset within the modern energy sector. 
+The Company’s data architecture positions it to participate in emerging fields such as actuarial risk modeling, built-environment digital security, and AI-enabled infrastructure management—areas where the convergence of artificial intelligence, connected systems, and energy operations is reshaping industrial efficiency. 
+Our Products and Services 
+ConnectM’s product and service portfolio is organized into six operating segments that together form a unified platform for managing energy, equipment, and mobility assets: 
+1. Owned Service Network. ConnectM partners with and operates residential and commercial service providers that deliver end-to-end electrification services, including HVAC, solar, battery storage, weatherization and EV charger installations. These providers utilize ConnectM’s platform and shared infrastructure to execute installations and ongoing service delivery across customer sites. 
+2. Managed Solutions (Service Provider Platforms) . ConnectM provides a technology-enabled platform that allows service providers to remotely monitor and maintain customer systems, leveraging AI-based tools for diagnostics, performance optimization and preventive maintenance. The Company also delivers centralized business services, including marketing, finance, procurement and rebate management, designed to enhance provider efficiency and profitability. 
+3. Distributed Energy & Renewables (“DER”) – Solar and distributed energy solutions for commercial, residential, consumer, and industrial customers in India, including project development, EPC services and ongoing energy management; 
+4 
+Table of Contents 
+4. Transportation. ConnectM develops connected hardware and software for OEMs and fleet operators focused on EV management, battery diagnostics, and predictive analytics. The Transportation segment’s operations are primarily based in India, where ConnectM provides fleet intelligence and battery management solutions to automotive and industrial customers like Volvo, Ashok Leyland, and Motovolt across multiple sectors. This geographic focus enables the Company to serve one of the fastest-growing EV markets globally, supported by strong regulatory and industrial tailwinds. The segment’s technology captures and processes real-time telematics data to optimize vehicle utilization, route efficiency, and charging coordination. 
+5. Logistics . Through its subsidiary DeliveryCircle LLC, ConnectM operates in the rapidly growing last-mile delivery market, providing dispatch, brokerage, and delivery-management software. DeliveryCircle’s proprietary Decios platform offers intelligent routing, predictive fulfillment, and integration with leading e-commerce and order-management systems. 
+6. Corporate & Strategic Assets. ConnectM’s investment in GeoImpex, a strategic real estate asset with the potential for development into a multimodal logistics park. GeoImpex is not currently generating revenue; however, the asset represents a significant long-term development opportunity aligned with the Company’s logistics and infrastructure strategy. 
+Across these segments, ConnectM’s AI-enabled platform aggregates large volumes of data to deliver actionable insights for enterprise, OEM, infrastructure, and service provider customers. The Company also provides AI-enabled hardware components—including intelligent heat-pump controllers, batteries, digital control units, and vehicle modules—that expand the reach of its data ecosystem. 
+Together, these technologies create a unified intelligence layer that improves asset performance, optimizes energy consumption, and supports recurring SaaS and platform-based revenue models. 
+Our Networks and Platforms 
+ConnectM’s platform aggregates over 30GB/day of real time operating and performance data from the 120,000+ electrified assets across our portfolio companies with the goal of providing superior value to enterprise, OEM and service provider customers. 
+The sheer volume of data collected daily allows the Company to continually train and refine its data models to create more value for customers. For example, data collected from users, and OEMs enables the Company’s customers to report on the tangible and measurable sustainable impact of their vehicles or other equipment. This reporting helps the Company’s OEM customers like Volvo, Motovolt, and Ashok Leyland obtain Indian government support, increase adoption, and boost overall public goodwill for EVs. 
+During the fiscal year ended December 31, 2025: 
+● We installed 173 heat pumps, 193 high efficiency air conditioners, and 113 fuel-efficient heating systems; 
+● We installed enough solar roofs to generate 1,249.84kW of electricity, decarbonizing 17.5 kT of CO2 during asset lifetime; 
+● Our network was responsible for 95.5 GWh of electrification, equivalent to powering 35,000 homes per day¹ 
+● We displaced 73,506 metric tons of CO2, equivalent to the amount of CO2 3.4 million trees can absorb in a year² 
+● We offset 6.7 million gallons of fossil fuel from being used, equivalent to driving around the world roughly 7,000 times³, and 
+● We ended the year with a total of 25,931 EVs on the platform and managed a total of 206 million green miles throughout the year. 
+1 
+U.S. Energy Information Administration (EIA) - Assuming the average home uses approximately 30 kilowatt-hours per day. 
+2 
+U.S. Department of Agriculture 
+3 
+Assumes 26 miles per gallon 
+​ 
+5 
+Table of Contents 
+Our Technology Applications 
+Connected Operations Application 
+The Company’s Connected Operations application provides advanced connectivity and real-time equipment monitoring to help promote a future powered primarily by clean, renewable energy. ConnectM’s innovative technology and modern energy solutions are designed to empower our service provider, enterprise, infrastructure, and OEM customers to drive a reduction in their customer’s (the “End User”) operating costs and overall environmental impact. This application, built upon ConnectM’s tech platform, creates more energy-efficient homes, buildings, infrastructure (e.g. cell towers), logistics, and transportation by providing insight and refined intelligence to electromechanical equipment, vehicles, and systems. 
+ConnectM’s Connected Operations application includes key features that enhance the Company’s sales operations in its Owned Service Network and Managed Solutions segments: 
+● Single app-based interface for service providers and End Users; 
+● Efficient process for generating sales leads; 
+● All digital marketing and lead generation; 
+● Long-term and AI-driven End-User/customer engagement and management, including the use of data analytics to upsell services; and 
+● Shared services for service provider branding and brand equity enhancement, which includes: 
+● One service delivery platform for quality control, training, and tech support, and 
+● Consolidation of sales operations, vendors, insurance, fleet management, fuel expenses, payroll, benefits, recruitment, and human resources. 
+ConnectM’s Connected Operations application also includes key features that enhance the Company’s customer’s experience: 
+● Customer self-service enabled; 
+● Platform integration with OEMs, distributors, and sales channels for branding and promotions; and 
+● Single unified whole home electrification interface for frictionless cross-sales of different electrification and decarbonization solutions. 
+In ConnectM’s Transportation segment, its Connection Operations application also enables transportation OEMs to offer smart features to their end customers along with potentially valuable data collection within our platform. The application, which is configuration-based, makes it simpler for OEMs to integrate the Company’s solutions within their vehicles. The application offers business applications for transportation OEMs, EV charging, shared mobility, and battery swapping operations management. 
+ConnectM’s Connected Operations application offers End Users and stakeholders in the ecosystem (including equipment partners, utilities, and service providers the following services through our Smart Vehicle Control Unit. 
+Integration of subsystems: Integrates with major subsystems of EV such as battery management system (“BMS”), motor control unit (“MCU”) and instrument cluster. 
+6 
+Table of Contents 
+Intelligence at the Edge: The VCU can execute analytical processes at the electric vehicle, where data is collected via smart devices and IoT sensors, and transfer processed data to the cloud instead of sending only raw data. VCU enables control of the vehicle based on safety aspects that can be pre-configured or enhanced over the air. For example, the mode of motor control can be changed based on an increase in battery temperature. The VCU can interface with additional sensors and actuators on a vehicle like GPS, temperature, tire-pressure, theft detection, ignition line and motor mode control, for taking actions at the edge or enabling the End User to control using a connected application. 
+Remote management: Allows remote management of BMS/MCU configuration, firmware operations over the air. Also, the VCU firmware can be remotely updated. This feature helps OEMs to enhance and quickly upgrade settings of the BMS/MCU remotely without visiting service stations. 
+Connected Consumer Application (End User-facing) 
+● End Users have access to a view of vehicle health, location, utilization, and receive live notifications. 
+● Provides a platform for End Users to buy insurance, warranty, accessories, or any other services offered by the OEM. 
+● Built-in security capabilities enable End Users to prevent theft or locate the vehicle if theft occurs. 
+● Special sensors on the VCU can detect if the vehicle experienced a crash situation and can notify family members in emergency situations. 
+Data Science and Analytics 
+ConnectM’s platform generates various insights that help detect battery deterioration, cell imbalance, and weaker cells that may damage an entire battery. 
+ConnectM’s platform enables transportation OEMs to proactively work with their customers to detect vehicle anomalies and facilitates submitting warranty claims when applicable. 
+ConnectM’s platform helps OEM service teams to analyze their customer complaints by reviewing past data and usage patterns. 
+Location details provided by ConnectM’s platform enable OEMs to assess vehicle density, and this data can be leveraged to partner with charging station infrastructure providers to set up networks at locations with higher utilization and revenue potential. 
+Our Value Proposition 
+ConnectM’s platform and underlying technology applications provide meaningful advantages to End Users served through the Company’s service provider, enterprise, infrastructure provider, and OEM customers. 
+Lower Energy Costs. ConnectM’s platform streamlines access to available energy credits, incentives, and rebates, enabling direct application of these benefits to End Users’ utility bills. This process delivers immediate and measurable savings while increasing adoption of energy-efficient systems. 
+Connected Operations. ConnectM’s technology enables seamless and secure connectivity across diverse classes of equipment and vehicle assets. This connectivity supports continuous data collection, analytics, and remote control (collectively, “ Connected Operations ”). Service-provider customers use Connected Operations to balance end-user demand throughout the year, while OEM customers use these capabilities to monitor, manage, and extend the useful life of electric-vehicle and distributed-energy assets. 
+Enabling the Modern Energy Ecosystem. ConnectM anticipates sustained global demand for more efficient and connected sources of energy. The Company’s mission is to enable its customers to transition toward a modern energy economy by integrating AI-driven efficiency, reliability, and intelligence across built environments, transportation, and distributed-energy systems. As ConnectM expands its product and service offerings, it expects to support a growing base of customers worldwide in accelerating this transition. 
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+Table of Contents 
+Growth Strategy 
+Many participants in ConnectM’s industry operate within a single vertical, such as solar or electric vehicles. These pure-play companies tend to be more exposed to cyclical fluctuations that affect individual market segments. In contrast, ConnectM employs a diversified strategy inspired by long-term value-investment principles—focusing on disciplined capital allocation, operational excellence, and strong management execution across multiple high-growth segments. 
+Through its constellation model, ConnectM benefits from a broad base of customers and recurring income streams across its Owned Service Network, Managed Solutions, Transportation, and Logistics segments. This structure enables the Company to deploy capital dynamically toward areas with the highest growth potential while mitigating exposure to sector-specific downturns. 
+ConnectM’s customer base ranges from residential and commercial service providers using the Company’s digital platform to deliver electrified heating, cooling, and distributed-energy products, to OEMs such as Volvo, Ashok Leyland, and Motovolt, which produce electric buses, trucks, and consumer EVs. Many of the Company’s portfolio businesses include high-margin, recurring-revenue software products as part of their offerings, and ConnectM’s growth strategy emphasizes increasing the proportion of such software and data-driven subscriptions within its future revenue mix. The Managed Solutions segment allows ConnectM to maintain an asset-light operating model as it scales, since this business line does not require a large direct sales force or extensive operating team. To drive growth, the Company intends to deploy capital selectively into large addressable markets characterized by low innovation, limited penetration, and double-digit projected compound annual growth rates. ConnectM has historically avoided singular, concentrated investments in pure-play businesses and plans to remain cautious with respect to balance-sheet leverage. 
+ConnectM aims to expand its OEM and service-provider customer base through both organic growth initiatives—within the Owned Service Network, Transportation, and Logistics segments—and inorganic expansion through mergers and acquisitions executed under the Managed Solutions segment. 
+ConnectM intends to leverage its competitive strengths and market position to enable service providers and OEMs to offer a “one-stop-shop” solution for the clean energy transition. The Company’s growth strategy includes the following initiatives: 
+​ 
+Service Offering Expansion : Leveraging existing customer and developer networks, ConnectM may expand its offerings in EV charging and energy storage. 
+Expansion of Existing Software Capabilities : Given the approximately 30 GB of data collected daily, the Company plans to enhance its existing data science and software capabilities. By applying artificial intelligence, ConnectM aims to develop additional software tools and data models capable of analyzing prospective customer properties to identify attractive opportunities for both the Company and its customers. 
+Customer-Base Growth : ConnectM intends to expand its customer base through referrals and a customized, relationship-focused sales approach. 
+Market Opportunity 
+ConnectM believes the global asset base of equipment, vehicles, machinery, and devices that consume energy is measured in the multi-trillion-dollar range. This view is supported by third-party research indicating that the energy ecosystem represents one of the largest categories of physical and financial assets in the global economy. For example, McKinsey & Company estimates that annual investments in the energy sector total approximately $1.5 trillion today and are expected to rise to between $2.0 trillion and $3.2 trillion by 2040. 4 In addition, the International Renewable Energy Agency (IRENA) estimates that cumulative investments in end-use sectors, including electrification, efficiency, heating, and transport, will reach $73 trillion by 2050. 5 These figures underscore the scale of global assets that rely on energy to operate and highlight the magnitude of the market opportunity for technology-enabled energy optimization and electrification solutions. 
+​ 
+4 
+McKinsey & Company, Global Energy Perspective 2023: Energy Value Pools Outlook (2023). 
+5 
+International Renewable Energy Agency (IRENA), World Energy Transitions Outlook 2023 (2023). 
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+Table of Contents 
+The stark reality is that for every unit of fossil fuel burned to power an asset, approximately two-thirds of that energy is lost as waste heat, with only about one-third providing useful work or delivered energy. 6,7 This represents an inefficient and costly baseline when consumers or businesses evaluate replacement options. ConnectM owns, operates, and partners with companies that electrify assets to operate more efficiently and effectively, while providing cloud connectivity and intelligence for those assets. 
+​ 
+Market Sizing – Owned Service Network and Managed Solutions 
+​ 
+Total Addressable Market  
+​ 
+The total addressable market for ConnectM’s integrated platform, which offers multiple clean-energy and decarbonization services, is substantial. Across the United States, Canada, and the European Union, there are an estimated 430 million homes and light commercial buildings. 8 With an average annual expenditure of approximately $3,850 per space for equipment purchase, maintenance, and energy operation, the total annual addressable market is estimated at approximately $1.7 trillion. 9 These services are considered essential infrastructure and are experiencing sustained global demand, driven by aging equipment replacement cycles, growing interest in energy efficiency, and increasing climate control requirements. 
+​ 
+Serviceable Addressable Market   
+​ 
+The serviceable addressable market for ConnectM’s service-provider network includes the New England, Mid-Atlantic, and South Atlantic regions of the United States over the next five years. These regions collectively contain approximately 46.8 million homes and 1.68 million light commercial buildings, representing a combined market opportunity of roughly $40 billion. 10 Growth in these regions is being accelerated by decarbonization policies, rising utility costs, and expanded incentive programs supporting sustainable building upgrades and distributed-energy adoption. 
+​ 
+Serviceable Obtainable Market   
+​ 
+The serviceable obtainable market for HVAC and solar installation services in Massachusetts, Virginia, and Florida is estimated at $12 billion. 11 These states encompass approximately 19 million homes and 483,000 light commercial buildings. Favorable state-level incentive programs, strong consumer demand for efficient equipment, solar tax credits, and aging building stock continue to drive market expansion. ConnectM maintains an operational footprint in these regions and intends to leverage this presence to capture additional market share. 
+​ 
+​ 
+​ 
+6 
+Lawrence Livermore National Laboratory, U.S. Energy Flow Chart (2023), https://flowcharts.llnl.gov 
+7 
+Rocky Mountain Institute, The Incredible Inefficiency of the Fossil Energy System (2023). 
+8 
+U.S. Census Bureau, American Housing Survey 2023; Eurostat, European Housing Stock Database 2023. 
+9 
+U.S. Energy Information Administration (EIA), Annual Energy Outlook 2024; Statista (2024) — “Average annual home energy expenditure per household.” 
+10 
+CBRE Research (2024), U.S. Commercial Building Inventory; U.S. Department of Energy, Building Energy Data Book. 
+11 
+Wood Mackenzie (2024), U.S. Residential and Commercial Solar Market Outlook; MarketsandMarkets (2024), HVAC Systems Market by Region. 
+​ 
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+Table of Contents 
+Market Sizing – Transportation 
+​ 
+Total Addressable Market (“TAM”) 
+​ 
+The global total addressable market for ConnectM’s transportation business that focuses on EV fleet management and battery diagnostics is estimated at approximately $14 billion in 2024, 12 driven by accelerating fleet electrification, growing EV adoption, and the increasing need for real-time data and predictive insights. The EV fleet-management market—valued at roughly $10 billion—includes software and services for vehicle tracking, charging coordination, route optimization, and predictive maintenance. 13 The battery diagnostics and health-monitoring segment—estimated at about $4 billion—covers battery analytics, degradation tracking, resale assessments, and thermal-risk management. 14 As the global EV stock is projected to exceed 250 million vehicles by 2030, 15 these data-heavy, software-driven markets are expected to grow rapidly, reaching a combined total addressable market of approximately $45 billion to $75 billion by the end of the decade. 
+Serviceable Addressable Market (“SAM”) 
+The serviceable addressable markets for ConnectM’s transportation business are the U.S., India, and the Middle East. The Company estimates these markets represented an aggregate SAM of approximately $5.5 billion in 2025, based on its allocation of regional shares from third-party market studies covering EV fleet management/telematics and battery health/diagnostics, combined with regional fleet and EV adoption indicators. 16,17,18,19 In the U.S., the SAM is driven by strong demand from corporate, municipal, and delivery fleets, supported by incentives and growing EV adoption. India is in the early stages of fleet electrification, with increasing demand for battery health management as the market matures. In the Middle East, electrification is accelerating due to government and luxury vehicle fleets, particularly in the UAE and Saudi Arabia, where green-energy initiatives are driving adoption. As fleet electrification grows across these regions, demand for fleet-management solutions and battery diagnostics is expected to expand. 
+Serviceable Obtainable Market (“SOM”) 
+The serviceable obtainable market for ConnectM’s transportation business consists of EV and battery diagnostics OEMs in India. The Company estimates this market opportunity to be approximately $150 million in 2025 and beyond, based on market data for EV fleet management and battery management systems in India. 20,21 While fleet electrification in India is still in its early stages, the market is growing rapidly, particularly in sectors such as e-commerce logistics, last-mile delivery, and electric two-wheelers. Demand for EV fleet management solutions, including route optimization and charging infrastructure management, is increasing as more fleets adopt electric vehicles. 
+12 Fortune Business Insights, Fleet Management Market Size, Share & COVID ‑ 19 Impact Analysis, By Type (Operational, Vehicle Tracking, and Others), and Regional Forecast, 2024–2032 (published 2024). 
+13 MarketsandMarkets, EV Fleet Management Market by Offering, Service, Deployment Type, and Region – Global Forecast to 2030 (published 2024). 
+14 BIS Research, Global Battery Management System and Battery Diagnostics Market, Forecast 2023–2033 (published 2023). 
+15 International Energy Agency (IEA), Global EV Outlook 2024 (published April 2024), projecting global electric-vehicle stock to exceed 250 million by 2030. 
+16 Fortune Business Insights, Electric Vehicle Telematics Market Size & Share (2024) — global EV telematics market $12.42B in 2024, projected to $63.0B by 2032. 
+17 The Business Research Company, Electric Vehicle Fleet Management Global Market Report (2025) — EV fleet management market $23.52B (2024) to $24.92B (2025). 
+18 IMARC Group, India Fleet Management Market (2024) — India fleet management market $1.2B in 2024 (context for regional allocation). 
+19 Mordor Intelligence, Middle East & Africa Electric Vehicle Market (2025) — MEA EV market size and growth outlook (context for regional allocation). 
+20 Mordor Intelligence, India Fleet Management Software Market (2024), estimating the market at approximately USD 1.69 billion in 2025 and projected to reach USD 3.15 billion by 2030. 
+21 IMARC Group, India Battery Management System Market Size & Growth, 2025–2033 (2024), estimating the market at approximately USD 278 million in 2024 and projected to exceed USD 1.2 billion by 2033. 
+​ 
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+Market Sizing – Logistics 
+​ 
+Total Addressable Market  
+​ 
+The TAM for last-mile delivery services is currently estimated at approximately $150 billion, driven by rapid e-commerce growth, consumer demand for faster delivery times, and the need for more efficient logistics solutions. As consumers increasingly expect same-day and next-day delivery, the market is projected to grow significantly, with estimates suggesting it could reach approximately $260 billion by 2030. 22,23 The rise of urbanization and the push for sustainable delivery options, including electric delivery vehicles, further contribute to the market’s expansion. 
+Serviceable Addressable Market 
+The SAM for last-mile delivery services in the United States and Canada is estimated at approximately $43.8 billion in 2023, consisting of $37.7 billion in the United States and $6.1 billion in Canada, based on third-party industry research. 24,25 As a cross-check, one researcher estimates the North America last-mile delivery market at $66.4 billion in 2024. 26 Together, the U.S. and Canadian markets represent a significant portion of the global last-mile delivery landscape, supported by the expansion of e-commerce and the need for more efficient logistics solutions. 
+Serviceable Obtainable Market 
+The SOM for last-mile delivery of freight goods (such as palletized items) in the United States is estimated at approximately $20 billion, based on management’s allocation of the overall U.S. last-mile and freight-logistics markets for the segment of business-to-business deliveries to warehouses, distribution centers, and end customers. 27,28 This segment serves industries such as wholesale, manufacturing, and retail, which require the delivery of larger freight to businesses, warehouses, and distribution centers. The market’s growth is driven by the increasing demand for efficient, fast freight deliveries as part of e-commerce B2B operations, retail supply chains, and third-party logistics providers. The rise of these industries, combined with the need for specialized vehicles and infrastructure to handle bulk shipments, positions freight last-mile delivery as a key market within the broader logistics and transportation sector. 
+22 Vertex Market Research, Last Mile Delivery Market Size & Share — Global Forecast 2025 ‑ 2032 (2025), estimating the global last-mile delivery market at approximately USD $155 billion in 2024 and projected to reach USD $300 billion by 2032. 
+23 Grand View Research, Last Mile Delivery Market Size & Outlook 2023 ‑ 2030 (2024), estimating the global last-mile delivery market generated USD $143.10 billion in 2023 and projected to reach USD $258.68 billion by 2030. 
+24 Grand View Research, United States — Last-Mile Delivery Market Size & Outlook, 2023–2030 (2024), estimating U.S. market revenue of USD 37,743.3 million in 2023 and USD 62,419.8 million by 2030. 
+25 Grand View Research, Canada — Last-Mile Delivery Market Size & Outlook, 2023–2030 (2024), estimating Canada market revenue of USD 6,091.7 million in 2023 and USD 8,868.2 million by 2030. 
+26 Cognitive Market Research, North America Last-Mile Delivery Market Report (2024), estimating North America at USD 66,381.68 million in 2024. 
+27 Grand View Research , United States — Last-Mile Delivery Market Size & Outlook, 2023–2030 (2024), estimating the U.S. last-mile delivery market at USD $37.7 billion in 2023 and USD $62.4 billion by 2030. 
+28 Mordor Intelligence, United States Freight and Logistics Market (2025), estimating the total U.S. freight and logistics market at USD $1,381.1 billion in 2025, of which freight transport represents roughly 63 percent. 
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+Our Competitive Strengths 
+ConnectM possesses a number of competitive advantages that the Company believes contribute to its growth and differentiation. Through its technology platform, ConnectM provides service-provider and OEM customers with enhanced operational visibility, lower lifecycle costs, and an expanded suite of integrated products and services. 
+ConnectM’s owned and managed service-provider networks in the United States deliver health, comfort, and efficiency to commercial and residential End Users through real-time monitoring, intelligent HVAC management, and predictive control of environmental parameters such as temperature, humidity, and carbon dioxide levels. In international markets, ConnectM enables OEM customers across Asia and the Middle East to scale more effectively by integrating vehicle and equipment data into its connected-operations platform. 
+Superior Customer Experience . ConnectM emphasizes high customer satisfaction and competitive pricing across all business segments. Customers can access support through multiple digital channels—including in-platform messaging, phone, text, and email—on a 24/7 basis. The Company’s platform architecture also integrates customer feedback and operational data to continuously enhance the user experience for service providers, infrastructure providers, and enterprise clients. 
+Technology and Data Advantage . ConnectM leverages a robust technology stack and proprietary data infrastructure built from its broad consumer base, transaction volume, and connected-asset fleet. This scale enables continuous learning and optimization within its platform, which supports applications in energy efficiency, HVAC optimization, EV and fleet management, and predictive maintenance. The Company’s data architecture generates compounding insights that improve asset performance across all customer categories. 
+Centralized Innovation, Localized Execution . ConnectM develops and maintains much of its core technology centrally while deploying region-specific operational teams that adapt solutions to local market needs. This combination of centralized innovation and localized execution allows the Company to address complex operational challenges efficiently, respond quickly to regulatory or market changes, and maintain consistent service quality across geographies. 
+Collectively, these strengths—customer integration, connected-operations technology, AI-driven analytics, and centralized innovation—position ConnectM to sustain growth and expand recurring-revenue opportunities across its Owned Service Network, Managed Solutions, Transportation, and Logistics segments. 
+Risk Management & Compliance 
+We have built a strong culture around risk management and compliance. We believe our technology-driven processes help us to mitigate risks within our business. 
+We are focused on complying with all applicable laws and regulations while providing the best possible customer experience. Our legal and compliance teams work hand-in-hand with our business teams to ensure that we remain up to date on regulatory requirements, and that these requirements are met as new products and services are added. We prioritize strategic thinking about how best to protect the interests of the consumer, particularly since we are building a digitally native system in an industry that has traditionally been analog. 
+Our compliance program is kept current by our internal compliance team, whose members track regulatory updates, conduct thorough reviews of policies and procedures, and monitor the licensing and education requirements of our team members. 
+Security and Data Protection 
+We employ various in-house and third-party technologies and network administration policies that are designed to protect our computer network and the privacy of our customers’ and team members’ information from external threats and malicious attacks. 
+We believe that the technologies and network security plan we have adopted are appropriate to the size, complexity and scope of services we provide, as well as the nature of the information that we handle. Recently, we have experienced substantial growth, which presents additional challenges to our security and data protection infrastructure. We have a team of professionals dedicated to network and information security who monitor information systems, evaluate the effectiveness of technologies against known risks and adjust systems accordingly. In addition, we periodically have network security evaluated by outside firms specializing in network security to help us identify and remove any potential vulnerabilities. 
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+We have undertaken measures intended to protect the safety and security of our information systems and the data therein, including physical and technological security measures, team member training, contractual precautions, business continuity plans, and implementation of policies and procedures designed to help mitigate the risk of system disruptions and failures and the occurrence of cyber incidents. We invest in security technology designed to protect our data and business processes against risk of a data security breach or cyberattack. Our data security management program includes identity, trust, vulnerability, and threat management business processes as well as the adoption of data protection policies. We measure our data security effectiveness through industry-accepted methods and remediate significant findings. The technology and other controls and processes designed to secure our team member, customer and loan applicant information and to prevent, detect and remedy any unauthorized access to or acquisition of that information were designed to obtain reasonable, but not absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately. 
+Cyclicality and Seasonality 
+Some MEE products and offerings are cyclical and those markets are dependent on general economic conditions and other factors, including consumer spending preferences and the attractiveness of incentives offered by OEMs, if any. In addition, our business can be affected by labor relations issues, regulatory requirements, trade agreements and other factors. Economic factors adversely affecting consumer spending could adversely impact our revenues and net income. 
+Our business is also somewhat seasonal. Our platform and Connected Operations applications enables us to remotely monitor and control and OEM’s vehicle fleet or an End User’s HVAC systems so that we know the problems with the performance of a vehicle or HVAC systems before an End User experiences a vehicle anomaly or an equipment outage. Ensuring optimal performance of the equipment and systems increases customer satisfaction and thereby increases the likelihood of getting additional electrification and decarbonization workstreams. 
+Peak summer, cold winters and rainy seasons have an impact on our Managed Services and Owned Service Network businesses. During certain periods of the summer and winter, demand for installations, replacements and repairs increases. Rainy and snow days negatively impact our rooftop solar installation business. The impact of seasonality varies depending on the market. For example, in Florida, our business slows down during hurricane season and there is high demand from March through September . 
+Our Intellectual Property 
+ConnectM’s intellectual property is a core component of its competitive position and technology leadership. The Company relies on a combination of patents, patent applications, copyrights, trademarks, internet domain names, trade secrets, and contractual protections to establish, maintain, and enforce its intellectual property rights. ConnectM also licenses certain third-party technologies for use in conjunction with its software and hardware platforms. 
+As of December 31, 2025, ConnectM held or had pending 12 patents and maintained 15 domain names related to its proprietary technologies. The Company’s patents primarily cover innovations in energy-intelligent asset monitoring, connected field-service management, and distributed energy optimization. In addition to its patent portfolio, ConnectM has developed significant proprietary know-how through its Amperics-related software, power electronics integration and control-layer architecture, which underpin the Company’s ability to manage and optimize distributed energy resources at scale. 
+Specifically, the intellectual-property portfolio includes patent families directed to: 
+● Device and system connectivity for HVAC, EV charging, solar, and battery assets, enabling real-time monitoring, control and diagnostics; 
+● Predictive analytics and fault detection for connected equipment through cloud-based machine-learning models and embedded intelligence; 
+● Dynamic dispatch and workflow optimization for field-service technicians and logistics networks; 
+● Integration frameworks and control systems for managing multi-vendor distributed-energy resources (“DERs”) across residential and commercial environments; and 
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+● Power electronics, energy management algorithms and system-level integration capabilities derived from Amperics-related intellectual property, enabling efficient energy conversion, load balancing, storage optimization and grid-interactive functionality. 
+ConnectM intends to continue pursuing additional patent filings and related protections in these and adjacent areas as its technology platform evolves. 
+The Company’s success also depends on attracting and retaining highly skilled engineering and development personnel. All employees, consultants, and contractors are required to sign confidentiality and invention-assignment agreements acknowledging that all inventions, trade secrets, works of authorship, developments, and other forms of intellectual property created in the course of their work for ConnectM are the property of the Company. 
+Despite these protections, it may still be possible for third parties to obtain or use ConnectM’s intellectual property without authorization. The Company actively monitors for potential infringement and takes appropriate steps to safeguard its proprietary rights. 
+ConnectM believes that its current portfolio of patents, trade secrets, and technical know-how, including its Amperics-related capabilities provides meaningful barriers to entry within its target markets and establishes a strong foundation for continued innovation, product differentiation, and long-term value creation. 
+Government Regulations 
+Although we are not regulated as a public utility in the United States under applicable national, state or other local regulatory regimes where we conduct business, we compete with regulated utilities. As a result, we have developed and are committed to maintaining a policy team to focus on the key regulatory and legislative issues impacting the entire industry. We believe these efforts will help us better navigate local markets through relationships with key stakeholders and facilitate a deep understanding of the national and regional policy environment. 
+To operate our systems, we obtain interconnection permission from the applicable local primary electric utility. Depending on the size of the solar energy system and local law requirements, interconnection permission is provided by the local utility directly to us and/or our customers. In almost all cases, interconnection permissions are issued on the basis of a standard process that has been pre-approved by the local public utility or other regulatory body with jurisdiction over net metering policies. As such, no additional regulatory approvals are required once interconnection permission is given. 
+Our operations are subject to stringent and complex federal, state and local laws, including regulations governing the occupational health and safety of our employees and wage regulations. For example, we are subject to the requirements of the federal Occupational Safety and Health Act, as amended (“ OSHA ”), and comparable state laws that protect and regulate employee health and safety. We endeavor to maintain compliance with applicable OSHA and other comparable government regulations. 
+We are subject to various other laws, including employment laws related to hiring practices, overtime, and termination of team members, health and safety laws, environmental laws and other federal, state and local laws in the jurisdictions in which we operate. 
+Government Incentives 
+The Inflation Reduction Act (“IRA”), signed into law on August 16, 2022, allocates nearly $400 billion in federal funding to advance clean energy initiatives, aiming to significantly reduce the nation’s carbon emissions by 2030. The funding comprises tax incentives, grants, and loan guarantees, with substantial emphasis on clean electricity infrastructure, energy transmission upgrades, and clean transportation, including incentives for electric vehicles. 
+Approximately $43 billion of the IRA was dedicated specifically to consumer incentives, designed to promote widespread adoption of sustainable technologies. These incentives lowered consumer costs associated with purchasing EVs, energy-efficient home appliances, rooftop solar systems, geothermal heating solutions, and residential energy storage systems. Beginning in 2023, new electric vehicles qualified for federal tax credits of up to $7,500, while used electric vehicles qualified for up to $4,000 (for vehicles acquired before October 1, 2025). 
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+In addition, the IRA extended the tax credit available for residential energy-efficiency improvements, increasing the credit rate to 30% with an annual limit of $1,200 (replacing the previous lifetime limit). It further introduces a separate annual credit of up to $2,000 specifically for installations of geothermal heat pumps and biomass stoves, while also enhancing incentives for energy-efficient windows and doors. 
+Subsequent legislation, the One Big Beautiful Bill Act (Public Law 119-21), signed into law on July 4, 2025, accelerated the phase-out of these key consumer-focused provisions. The new and used clean vehicle tax credits (Sections 30D and 25E) are no longer available for vehicles acquired after September 30, 2025. The Energy Efficient Home Improvement Credit (Section 25C) and the Residential Clean Energy Credit (Section 25D) are no longer available for property placed in service or expenditures made after December 31, 2025. 
+The Alternative Fuel Vehicle Refueling Property Credit (Section 30C) for EV charging infrastructure (including home chargers and associated energy storage) remains available for property placed in service by June 30, 2026, generally at 30% of cost (up to $1,000 for residential chargers). 
+Collectively, while the IRA initially created significant momentum for residential decarbonization, efficiency enhancements, and sustainable energy adoption across the United States, the 2025 legislative changes have shortened the duration of many of these incentives. Ongoing federal, state, and local programs may continue to influence market dynamics for electrification and energy management solutions. 
+Corporate Information 
+ConnectM Technology Solutions, Inc. was formed under the laws of the State of Delaware on March 22, 2019. Our corporate office is in Marlborough, Massachusetts and our website is www.connectm.com 
+Human Capital Resources 
+As of December 31, 2025, ConnectM had a total of one hundred three (103) full-time employees in the United States: twelve (12) in sales, forty-one (41) in technical, support, and general management, and fifty (50) in finance and administration. In India, the Company had seventy-three (73) full-time employees, including four (4) in sales and sales engineering, forty-two (42) in operations and customer support, fifteen (15) in research and development, and twelve (12) in finance and administrative roles. 
+As an equal opportunity employer, ConnectM provides employment consideration to all qualified applicants without regard to race, national origin, gender, gender identity, sexual orientation, protected veteran status, disability, age, or any other status protected under applicable law. The Company seeks to maintain an inclusive, equitable, and supportive work environment in which management and employees model behaviors that enrich the workplace culture. 
+Our Facilities 
+ConnectM’s corporate headquarters is located in Marlborough, Massachusetts, where the Company leases approximately 2,396 square feet under a month-to-month lease. The Company also maintains offices in Hyannis, Massachusetts and Bangalore, India. ConnectM owns two properties and leases additional properties. The Company believes that its existing facilities are adequate to meet the current needs of its essential workforce, including employees working remotely, and that, if additional space becomes necessary, suitable facilities can be obtained on commercially reasonable terms. 
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+Legal Proceedings 
+From time to time, we may be party to or otherwise involved in legal proceedings arising in the ordinary course of business. We recognize provisions for legal proceedings in our financial statements, in accordance with accounting rules, when we are advised by independent outside counsel that (i) it is probable that an outflow of resources will be required to settle the obligation and (ii) a reliable estimate can be made of the amount of the obligation. The assessment of the likelihood of loss includes analysis by outside counsel of available evidence, the hierarchy of laws, available case law, recent court rulings and their relevance in the legal system. Our provisions for probable losses arising from these matters are estimated and periodically adjusted by management. In making these adjustments our management relies on the opinions of our external legal advisors. Management does not believe that there is any pending or threatened proceeding against us, which, if determined adversely, would have a material adverse effect on our business, results of operations or financial condition, except as described below. 
+Florida Solar acquisition litigation (Zrallack and RJZ Holdings LLC v. Aurai LLC, ConnectM Florida RE LLC, and Florida Solar Products, Inc.; Florida 19th Judicial Circuit—St. Lucie County) 
+On February 26, 2024, Robert J. Zrallack and RJZ Holdings LLC (the “Plaintiffs”) filed suit against Aurai LLC (“Aurai”), ConnectM Florida RE LLC (“ConnectM Florida RE”), and Florida Solar Products, Inc. (“Florida Solar”) (collectively, the “Subsidiaries”), each wholly owned subsidiaries of ConnectM Technology Solutions, Inc. (“ConnectM”), in connection with the Company’s 2022 acquisition of Florida Solar and related real estate transactions. 
+The matter was compelled to arbitration pursuant to the Stock Purchase Agreement. Following evidentiary hearings conducted in June and July 2025, the arbitrator issued an Interim Arbitration Award on September 11, 2025. Subsequent orders were entered addressing modification and attorneys’ fees and costs. On December 25, 2025, the arbitrator issued a Final Award incorporating prior rulings. 
+The Final Award includes: 
+● Approximately $446,945 awarded in connection with claims relating to a mortgage and promissory note (plus continuing per diem interest); 
+● Approximately $1,342,480 in damages relating to additional claims under the Stock Purchase Agreement (plus continuing per diem interest); 
+● Attorneys’ fees and costs totaling approximately $418,138 as of September 11, 2025, with interest accruing thereafter; 
+● Arbitrators’ fees and costs totaling approximately $74,013; and 
+Certain equitable and payment-related relief, including obligations relating to specified debt instruments and credit card balances. In aggregate, Plaintiffs’ motion to confirm seeks entry of judgment totaling approximately $2,500,000 plus continuing interest. 
+On December 30, 2025, Plaintiffs filed a motion to confirm the arbitration award in the Circuit Court for the 19th Judicial Circuit (St. Lucie County, Florida), later amended on January 7, 2026. A hearing on the motion to confirm was noticed for February 12, 2026. 
+The Company has filed a motion to vacate the arbitration award, which is scheduled to be heard on April 30, 2026. The Company believes confirmation of the award is not appropriate while post-award relief remains pending and continues to evaluate all available legal remedies. 
+On January 7, 2026, Plaintiffs also served post-award discovery requests styled as “discovery in aid of execution.” The Subsidiaries filed a motion to strike such discovery and for a protective order on the basis that no final judgment has been entered and discovery in aid of execution is premature. 
+As of the date of this filing: 
+● The arbitration award has not yet been confirmed by the court; 
+● No final enforceable judgment has been entered; 
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+● Post-award motion practice remains pending; and 
+● The Subsidiaries are pursuing available legal remedies, including seeking vacatur and opposing confirmation. 
+The Company has recorded a litigation reserve of $1,024,002 in connection with this matter based on management’s assessment of probable loss under ASC 450. The amount reserved reflects management’s current estimate of probable exposure; however, the total amount sought by Plaintiffs significantly exceeds the recorded reserve. The ultimate outcome of the confirmation proceedings, any motion to vacate, and related enforcement proceedings cannot be predicted with certainty. The final resolution of this matter could result in adjustments to the amount reserved, which could be material to the Company’s consolidated financial statements in the period such adjustment is determined. 
+Corporate History and Background 
+We were originally incorporated in Delaware on September 23, 2021 under the name “Monterey Capital Acquisition Corporation” (“ MCAC ”) as a special purpose acquisition company, formed for the purpose of effecting an initial business combination with one or more target businesses. On May 13, 2022 (the “ IPO Closing Date ”), we consummated our initial public offering (the “ IPO ”). On July 12, 2024, we consummated the previously announced business combination (the “ Closing ”) pursuant to that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of December 31, 2022 (as amended on October 12, 2023 and April 12, 2024), by and among MCAC, Chronos Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of MCAC (“ Merger Sub ”), and ConnectM Technology Solutions, Inc., a Delaware corporation (“ Legacy ConnectM ”). 
+Pursuant to the Merger Agreement, Merger Sub merged with and into Legacy ConnectM (the “Merger”) with Legacy ConnectM surviving the Merger as a wholly owned subsidiary of MCAC. In addition, in connection with the consummation of the Merger, MCAC was renamed “ConnectM Technology Solutions, Inc.” 
+Our corporate offices are located at 2 Mount Royal Avenue, Suite 550, Marlborough, Massachusetts 01752 and our telephone number is 617-395-1333. Our website, which is located at http://www.connectm.com , describes our company and our management and provides information about our technology and products. Information contained on our website is not incorporated by reference into, and should not be considered a part of, the registration statement of which this Annual Report on Form 10-K forms a part. 
+Available Information 
+Our filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments submitted under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are accessible on our company website promptly after submission to the SEC. Additionally, these documents are retrievable from the SEC’s website ( www.sec.gov ). 
+Corporate governance materials, such as our guidelines and committee charters, are also accessible on our investor relations webpage under “ Corporate Governance .” It is important to note that the content of our website is not intended for incorporation by reference to our filings with the SEC, and any website references serve as inactive textual mentions only. 
+Implications of Being a Smaller Reporting Company 
+We are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter and our annual revenue was less than $100 million during our most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter. As a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not smaller reporting companies. 
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+Implications of Being an Emerging Growth Company 
+We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may benefit from specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include: 
+● presentation of 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 Annual Report on Form 10-K; 
+● reduced disclosure about our executive compensation arrangements; 
+● no non-binding stockholder advisory votes on executive compensation or golden parachute arrangements; 
+● exemption from any requirement of the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); and 
+● exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting. 
+We may benefit from these exemptions until such time that we are no longer an “emerging growth company.” We will cease to be an emerging growth company upon the earliest of: (1) December 31, 2027, which is the last day of the fiscal year following the fifth anniversary of the initial public offering of Monterey Capital Acquisition Corporation, the special purpose acquisition company with which we merged; (2) the first fiscal year after our annual gross revenues are $1.235 billion or more; (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (4) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 
+We may choose to take advantage of some, but not all, of these reduced disclosure obligations in future filings. If we do, the information that we provide to stockholders may be different than what you might receive from other public companies in which you hold stock.

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+Item 13. Certain Relationships and Related Transactions, and Director Independence 
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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
+0001895262,NE-WTA,Noble Corp plc,2024,10-K,2025-02-19,2024-12-31,2025-02-19T00:10:05.000Z,0001628280-25-006184,ne-20241231.htm,10-K,15916352,1,1,https://www.sec.gov/Archives/edgar/data/1895262/000162828025006184/ne-20241231.htm,https://www.sec.gov/Archives/edgar/data/1895262/000162828025006184/

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+Item 1. Business. 
+Overview 
+Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. We focus on a high-specification fleet of floating and jackup rigs and the deployment of our drilling rigs in oil and gas basins around the world. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. As of December 31, 2024, our fleet of 40 drilling rigs consisted of 27 floaters and 13 jackups. 
+On September 30, 2022 (the “Merger Effective Date”), pursuant to a business combination agreement, dated November 10, 2021 (as amended, the “Business Combination Agreement”), by and among Noble (as defined below), Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble Cayman”), Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Noble (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”), Noble Cayman merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Noble. As a result of the Merger, Noble became the ultimate parent of Noble Cayman and its respective subsidiaries. 
+On October 3, 2022 (the “Closing Date”), pursuant to the Business Combination Agreement, Noble completed a voluntary tender exchange offer to Maersk Drilling’s shareholders (the “Offer” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) and because Noble acquired more than 90% of the issued and outstanding shares of Maersk Drilling, nominal value Danish krone (“DKK”) 10 per share (“Maersk Drilling Shares”), Noble redeemed all remaining Maersk Drilling Shares not exchanged in the Offer for, at the election of the holder, either A ordinary shares, par value $0.00001 per share, of Noble (“Ordinary Shares”) or cash (or, for those holders that did not make an election, only cash), under Danish law by way of a compulsory purchase (the “Compulsory Purchase”) which was completed in early November 2022. Upon completion of the Compulsory Purchase, Maersk Drilling became a wholly owned subsidiary of Noble. 
+On June 9, 2024, Noble entered into an agreement and plan of merger (the “Diamond Merger Agreement”) with Diamond Offshore Drilling, Inc. (“Diamond”), Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble would acquire Diamond in a stock plus cash transaction (the “Diamond Transaction”). On September 4, 2024 (the “Diamond Closing Date”), Noble completed its acquisition of Diamond. 
+For additional information, see “Note 2 — Acquisitions and Divestitures” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. 
+As a result of the Merger, Noble became the successor issuer to Noble Cayman for purposes of and pursuant to the Exchange Act. References in this Annual Report on Form 10-K to “Noble,” the “Company,” “we,” “us,” and “our” refer collectively to (i) Noble Cayman and its consolidated subsidiaries prior to the Merger Effective Date, (ii) Noble and its consolidated subsidiaries (including Noble Cayman) on and after the Merger Effective Date, and (iii) Noble and its consolidated subsidiaries on and after the Diamond Closing Date, as applicable. 
+Contract Drilling Services 
+We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent, and government-owned or controlled oil and gas companies throughout the world. 
+We typically provide contract drilling services under an individual contract on a dayrate basis. Each contract’s final terms and conditions are the result of negotiations with our customers, and many contracts are awarded through a competitive bidding process. The following terms generally describe the key aspects of our contracts: 
+• contract duration extending over a specific period of time or a period necessary to drill a defined number of wells; 
+6 
+• payment of compensation to us (generally in US dollars although some customers, typically national oil companies, require a part of the compensation to be paid in local currency) on a “daywork” basis, so that we receive a fixed amount for each day (“dayrate”) that the drilling unit is operating under contract (a lower rate or no compensation is payable during periods of equipment breakdown and repair or adverse weather or in the event operations are interrupted by other conditions, some of which may be beyond our control); 
+• provisions permitting early termination of the contract by the customer (i) if the unit is lost or destroyed, (ii) if operations are suspended for a specified period of time due to breakdown of equipment or breach of contract, or (iii) for convenience with the payment of contractually specified termination amounts; 
+• provisions allowing the impacted party to terminate the contract if specified “force majeure” events beyond the contracting parties’ control occur for a defined period of time; 
+• payment by us of the operating expenses of the drilling unit, including labor costs and the cost of incidental supplies; 
+• provisions that allow us to recover our mobilization and demobilization costs associated with moving a drilling unit from one regional location to another which, under certain market conditions, may not allow us to receive full reimbursement of such costs; 
+• provisions that allow us to recover certain cost increases from our customers in certain long-term contracts; 
+• provisions that require us to lower dayrates for documented cost decreases in certain long-term contracts; and 
+• provisions that allocate responsibility and liability through indemnification provisions for risks related to personal injury, property damage or loss, environmental damages, damage to the reservoir, and other matters. 
+Under our drilling contracts, liability with respect to personnel and property is typically assigned on a “knock-for-knock” basis, which means that we and our customers assume liability for our respective personnel and property, generally irrespective of the fault or negligence of the party indemnified. In addition, our customers may indemnify us in certain instances for damage to our down-hole equipment and, in some cases, our subsea equipment. Also, we generally obtain a mutual waiver of consequential losses in our drilling contracts. 
+Our customers typically assume responsibility for and indemnify us from loss or liability resulting from pollution or contamination, including third-party damages and clean-up and removal, arising from operations under the contract and originating below the surface of the water. We are generally responsible for pollution originating above the surface of the water and emanating from our drilling units. Additionally, our customers typically indemnify us for liabilities incurred as a result of a blow-out or cratering of the well and underground reservoir loss or damage. In the current market, we are under increasing pressure to accept exceptions to the above-described allocations of risk and, as a result, take on more risk. In such cases where we agree, we generally limit the exposure with a monetary cap and other restrictions. 
+During periods of depressed market conditions, our customers may attempt to renegotiate or repudiate their contracts with us although we seek to enforce our rights under our contracts. The renegotiation may include changes to key contract terms, such as pricing, termination, and risk allocation. 
+For a discussion of our backlog of commitments for contract drilling services, please read Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Contract Drilling Services Backlog.” 
+Drilling Fleet 
+Noble is a leading offshore drilling contractor for the oil and gas industry. Noble owns and operates one of the most modern, versatile, and technically advanced fleets of mobile offshore drilling units in the offshore drilling industry. Noble provides, through its subsidiaries, contract drilling services with a fleet of 40 offshore drilling units, consisting of 27 floaters and 13 jackups at the date of this report, focused largely on ultra-deepwater and harsh environment drilling opportunities in both established and emerging regions worldwide. Each type of drilling rig is described further below. Several factors determine the type of unit most suitable for a particular job, the most significant of which include the water depth and the environment of the intended drilling location, whether the drilling is being done over a platform or other structure, and the intended well depth. At December 31, 2024, our fleet was operating in Africa, Far East Asia, the Middle East, the North Sea, Oceania, South America, and the US Gulf. Our fleet consists of the following types of mobile offshore drilling units: 
+Floaters . A drillship is a type of floating drilling unit that is based on the ship-based hull of the vessel and equipped with modern drilling equipment that gives it the capability of easily transitioning from various worldwide locations and carrying high capacities of equipment while being able to drill ultra-deepwater oil and gas wells in up to 12,000 feet of water. Drillships can stay directly over the drilling location without anchors in open seas using a dynamic positioning system 
+7 
+(“DPS”), which coordinates position references from satellite signals and acoustic seabed transponders with the drillship's six to eight thrusters to keep the ship directly over the well that is being drilled. Drillships are selected to drill oil and gas wells for programs that require a high level of simultaneous operations, where drilling loads are expected to be high, or where there are occurrences of high ocean currents, where the drillship's hull shape is the most efficient. Noble's fleet consists of 19 drillships capable of water depths from 10,000 feet to 12,000 feet. 
+Semisubmersible drilling units are designed as a floating drilling platform incorporating one or several pontoon hulls, which are submerged in the water to lower the center of gravity and make this type of drilling unit exceptionally stable in the open sea. Semisubmersible drilling units are generally categorized in terms of the water depth in which they are capable of operating, from the mid-water range of 300 feet to 4,000 feet, the deepwater range of 4,000 feet to 7,500 feet, to the ultra-deepwater range of 7,500 feet to 12,000 feet as well as by their generation, or date of construction. This type of drilling unit typically exhibits excellent stability characteristics, providing a stable platform for drilling in even rough seas. Semisubmersible drilling units hold their position over the drilling location using either an anchored mooring system or a DPS and may be self-propelled. Noble’s fleet consists of 8 moored ultra-deepwater semisubmersible drilling units. 
+Jackups . Jackup drilling units are designed to provide drilling solutions in depths ranging from less than 100 feet to as deep as 500 feet of water with drilling hook loads up to 2,500,000 pounds. Jackup rigs can be used in open water exploration locations, as well as over fixed, bottom-supported platforms. A jackup drilling unit is a towed mobile vessel consisting of a floating hull equipped with three or four legs, which are lowered to the seabed at the drilling location. The hull is then elevated out of the water by the jacking system using the legs to support the weight of the hull and drilling equipment against the seabed. Once the hull is elevated to the desired level, or jacked up, the drilling package can be extended out over an existing production platform or the open water location and drilling can commence. Noble’s fleet of 13 jackups consists of high-specification units capable of drilling in up to 500 feet of water. 
+The following table presents certain information concerning our offshore fleet at February 18, 2025. We own and operate all of the units included in the table. 
+8 
+Name Make 
+Year Built (1) 
+Water Depth Rating (feet) (2) 
+Drilling Depth Capacity (feet) Location 
+Status (3) 
+Floaters—27 
+Drillships—19 
+Noble Bob Douglas GustoMSC P10000 2013 12,000 40,000 Guyana Active 
+Noble Don Taylor GustoMSC P10000 2013 12,000 40,000 Guyana Active 
+Noble Faye Kozack Samsung 96000 2013 12,000 40,000 Brazil Active 
+Noble Gerry de Souza Samsung 120000 Double Hull 2011 12,000 40,000 Nigeria Active 
+Noble Globetrotter I Globetrotter Class 2011 10,000 30,000 US Gulf Active 
+Noble Globetrotter II Globetrotter Class 2013 10,000 30,000 US Gulf Available 
+Noble Sam Croft GustoMSC P10000 2014 12,000 40,000 Guyana Active 
+Noble Stanley Lafosse Samsung 96000 2014 12,000 40,000 US Gulf Active 
+Noble Tom Madden GustoMSC P10000 2014 12,000 40,000 Guyana Active 
+Pacific Meltem (4) 
+Samsung 96000 2014 12,000 40,000 Las Palmas Stacked 
+Pacific Scirocco (4) 
+Samsung 120000 Double Hull 2011 12,000 40,000 Las Palmas Stacked 
+Noble Valiant Samsung 96000 2014 12,000 40,000 US Gulf Active 
+Noble Venturer Samsung 96000 2014 12,000 40,000 Namibia Active 
+Noble Viking Samsung 96000 2014 12,000 40,000 Malaysia Active 
+Noble Voyager Samsung 96000 2015 12,000 40,000 Curacao Available 
+Noble BlackRhino Gusto P10000 2014 12,000 40,000 US Gulf Active 
+Ocean BlackHawk Gusto P10000 2014 12,000 40,000 US Gulf Active 
+Ocean BlackHornet Gusto P10000 2014 12,000 40,000 US Gulf Active 
+Ocean BlackLion Gusto P10000 2015 12,000 40,000 US Gulf Active 
+Semisubmersibles—8 
+Noble Deliverer DSS21-DPS2 2010 10,000 40,000 Malaysia Available 
+Noble Developer DSS21-DPS2 2009 10,000 40,000 Trinidad & Tobago Active 
+Noble Discoverer DSS21-DPS2 2009 10,000 40,000 Colombia Active 
+Noble Patriot Bingo 3000 1983 1,500 20,000 UK Active 
+Ocean Apex Enhanced Victory 1976/2014 6,000 30,000 Australia Active 
+Ocean Courage F&G ExD Millennium 2009 10,000 40,000 Brazil Active 
+Ocean Endeavor Enhanced Victory 1975/2006 10,000 35,000 UK Active 
+Ocean GreatWhite Moss CS-60E 2016 10,000 35,000 UK Active 
+Independent Leg Cantilevered Jackups—13 
+Harsh environment—8 
+Noble Highlander F&G JU-2000E 2016 400 30,000 Denmark Stacked 
+Noble Mick O’Brien F&G JU-3000N 2013 400 35,000 Qatar Active 
+Noble Regina Allen F&G JU-3000N 2013 400 30,000 Argentina Active 
+Noble Resilient MCS CJ50-X100 MC 2008 350 30,000 UK Active 
+Noble Resolute MCS CJ50-X100 MC 2008 350 30,000 Netherlands Active 
+Noble Resolve MCS CJ50-X100 MC 2009 350 30,000 Poland Active 
+Noble Tom Prosser F&G JU-3000N 2014 400 30,000 Malaysia Active 
+Noble Reacher MCS CJ50-X100 MC 2009 350 30,000 Denmark Active 
+9 
+Ultra-harsh environment—5 
+Noble Innovator MCS CJ70-150MC 2003 492 30,000 UK Active 
+Noble Integrator MCS CJ70-X150 MD 2015 492 40,000 Norway Active 
+Noble Interceptor MCS CJ70-X150 MD 2014 492 40,000 Denmark Available 
+Noble Intrepid MCS CJ70-X150 MD 2014 492 40,000 UK Active 
+Noble Invincible MCS CJ70-X150 MD 2016 492 40,000 Norway Active 
+(1) All of our current rigs were delivered to the Company new from the shipyard. 
+(2) Rated water depth for drillships and semisubmersibles reflects the maximum water depth for which a floating rig has been designed for drilling operations. 
+(3) Rigs listed as “active” are operating, preparing to operate, or under contract; rigs listed as “available” are actively seeking contracts and may include those that are idle or warm stacked; rigs listed as “stacked” are idle without a contract, have reduced or no crew, or are not actively marketed in present market conditions. 
+(4) In February 2025, we committed to a plan to sell the Pacific Meltem and Pacific Scirocco . 
+Market 
+The offshore contract drilling industry is a highly competitive and cyclical business. Demand for offshore drilling services is driven by the offshore exploration and development programs of oil and gas operators, which in turn are influenced by many factors. Those factors include, but are not limited to, the price and price stability of oil and gas, the relative cost and carbon footprint of offshore resources within each operator’s broader energy portfolio, global macroeconomic conditions, world energy demand, the operator’s strategy toward renewable energy sources, environmental considerations, and governmental policies. 
+In the provision of offshore contract drilling services, success in securing contracts is primarily governed by price, a rig’s availability, drilling capabilities and technical specifications, and the drilling contractor’s safety performance record. Other factors include experience of the workforce, process efficiency, condition of equipment, operating integrity, reputation, industry standing, and client relations. 
+We maintain a global operational presence and compete in many of the major offshore oil and gas basins worldwide with a primary focus on the deepwater and ultra-deepwater market and the harsh and ultra-harsh environment jackup and floater markets. All our drilling rigs are mobile, and we may reposition our drilling rigs among regions for a variety of reasons, including in response to customer requirements. We compete in both the jackup and floating rig markets, each of which may have different supply and demand dynamics at a given period in time or in different regions. 
+We have one of the youngest and highest specification fleets of global scale in the industry, with diversification across asset classes, geographic regions, and customers. The Company has a track record of industry-leading utilization, coupled with a commitment to best-in-class safety performance and customer satisfaction. We strive to be a leader in industry innovation and first-mover in sustainability. 
+The offshore drilling industry has historically experienced significant volatility and change. In recent years, however, oil prices have generally remained at levels that are supportive of offshore exploration and development activity. While ongoing geopolitical and macroeconomic factors continue to create some uncertainty relating to future global energy demand, global offshore rig demand has generally remained robust since 2021. During 2023 and 2024, the total level of global floater and jackup demand exceeded 2020 early pre-pandemic highs, albeit with some moderation over the past 12 months as upstream capital discipline has resulted in a slight reduction in contracted offshore rig demand compared to early 2024 peak levels. As a result, utilization and leading edge dayrates for certain rig classes have recently plateaued or decreased. A further softening of utilization in 2025 could result in corresponding dayrate pressure in certain situations due to a more competitive bidding environment. 
+The global rig supply has come down from historic highs as Noble and other offshore drilling contractors have retired less capable and idle assets. Concurrently, the incoming supply of newbuild offshore drilling rigs has diminished materially, with several newbuild rigs stranded in shipyards. However, we expect many of these stranded newbuild rigs may continue to make their way into the global market over the next few years. 
+Although the market outlook in our business varies by geographical region and water depth, we remain encouraged by the long-term outlook in the ultra-deepwater floater market, with overall demand having increased from 2020 lows. Our customers continue to focus on our highest specification floaters, which represents the majority of our floater fleet. While 
+10 
+we remain encouraged about overall rig demand, to the extent global macroeconomic concerns become more prevalent, we could experience downward pressure on oil and gas prices as well as overall rig demand for both floaters and jackups. 
+As of the date of this report, the majority of our jackup fleet is positioned in the North Sea. While we have seen generally stable demand in the UK and southern North Sea in recent years, overall activity levels in the region remain subdued compared to historical levels. Similarly, the ultra-harsh environment jackup market in Norway also remains below historical levels despite the market being attractive to operators given it is characterized by low-cost and low-emission barrels. 
+Returning to the broader offshore drilling market, while there are a number of multi-year contracts out for tender, the overall market remains characterized by generally shorter-term contracts. This leads to an increased number of rig contract start-ups, both with different customers and among different regions, which may require incremental resources and costs. Additionally, this has resulted in, and is likely to continue to result in, lower overall effective utilization for our fleet driven by more idle time between contracts. 
+The energy transition from hydrocarbons to renewables poses a challenge to the oil and gas sector and our market. Energy rebalancing trends have accelerated in recent years as evidenced by promulgated or proposed government policies and commitments by many of our customers to further invest in sustainable energy sources. Our industry could be further challenged as resource holders and policy makers continue to evaluate and calibrate strategies and capital flows to address global energy needs. Ultimately, however, there continues to be a global dependence on products made from hydrocarbons and on the combustion of hydrocarbons to provide reliable and affordable energy. Low-cost and low-emission barrels are expected to be the most attractive conventional source to meet energy needs both currently and in the future. Global energy demand is predicted to increase over the coming decades, and we expect that offshore oil and gas will continue to play an important and lasting role in meeting this demand. 
+While inflationary pressures in our industry have eased since 2023, our cost profile remains sensitive to global labor market conditions, capital intensive repair and maintenance scopes on our rigs, global trade and sanctions regimes, and geopolitical crises and their respective regional and global ramifications. Each of these factors has the potential to adversely impact our ability to conduct our day-to-day operations and manage costs. 
+Significant Customers 
+During the three years ended December 31, 2024, we principally conducted our contract drilling operations in Africa, Far East Asia, the Middle East, the North Sea, Oceania, South America, and the US Gulf. The following table sets forth revenues from our customers as a percentage of our consolidated operating revenues: 
+Year Ended Year Ended Year Ended 
+December 31, 2024 December 31, 2023 December 31, 2022 
+Exxon Mobil Corporation (“ExxonMobil”) 22.1 % 24.5 % 32.3 % 
+Shell plc 12.3 % 13.6 % 12.0 % 
+TotalEnergies 6.3 % 10.5 % 9.7 % 
+No other customer accounted for more than 10 percent of our consolidated operating revenues in 2024, 2023, or 2022. 
+Human Capital 
+At December 31, 2024, we had approximately 5,000 employees, excluding approximately 1,400 persons we engaged through labor contractors or agencies. Approximately 80% percent of our workforce is located offshore. Certain of our employees and contractors in international markets, such as Norway and Denmark, are represented by labor unions and work under collective bargaining or similar agreements, which are subject to periodic renegotiation, and we consider our employee relations to be satisfactory. 
+For additional information, please read Part I, Item 1A, “Risk Factors—Risk Related to Our Business and Operations—Unionization efforts, labor interruptions and labor regulations could have a material adverse effect on our operations.” 
+Our compliance program is focused on promoting adherence with high ethical standards and applicable laws and setting the tone for an ethical business practices and work environment throughout the Company. The Noble Code, Noble’s code of business conduct and ethics (the “Code of Conduct”), encompasses our commitments to our Core Values of safety, environmental stewardship, honesty and integrity, respect, and performance. The Code of Conduct also includes our responsibility and commitment to follow all applicable laws as well as our own internal policies, and extends requirements to any supplier or third party who works with Noble to comply with similar fundamental principles. 
+11 
+Operating our business in a socially responsible way is integral to our identity. Internally, our employee-focused programs, such as training and continuing education, our promotion and advancement program, focus on inclusion and culture, recruitment initiatives, and retirement and benefits, are key to our commitment to the personal and professional growth of our workforce. Externally, our dedication is evidenced by our affiliations and how we contribute to and invest in the communities where we operate. 
+Talent Management. Noble is committed to a number of initiatives that directly support our employee talent management. As part of these initiatives, Noble is committed to the promotion of equal opportunity and non-discrimination and aspires to not only promote an environment and culture of inclusion, but also provide healthy working conditions that enable our employees to reach their full potential. 
+In order to enable regular feedback loops and a continuous focus on employee engagement, we implement semi-annual Employee Engagement Surveys, results of which are shared with the organization and leaders engage their teams in a conversation regarding the results and subsequent actions. Noble also focuses on enabling performance through continuous conversations between the leader and the employee. The conversations are intended to take place at least twice a year and follow a structured framework pertaining to contributions, engagement, and development, and incorporate two-way feedback. 
+We also identify high-performing and high-potential individuals within Noble and aspire to ensure succession planning regarding all critical positions. We focus on engagement and retention of such individuals by aspiring to offer experiences and opportunities that demonstrate our commitment to their ongoing growth. 
+Safety and Environmental Stewardship. Noble is committed to operating with excellent health, safety, and environmental (“HSE”) performance as part of our business strategy in order to add further value for employees, customers, and shareholders. All personnel, regardless of job or position onboard our vessels or at any Noble facility, has the authorization and obligation to immediately stop any unsafe act, practice, or job that poses an unaddressed or unreasonable risk or danger to people or the environment. Noble’s pursuit of exceptional HSE performance begins with our strong corporate culture and by starting SAFE every day: one tour, one task and one person at a time. SAFE is an acronym for the phrase: follow Standards, be Accountable, stay Focused, achieve Excellence. Daily, the crew onboard each rig works together to achieve specific safety and environmental objectives and if all objectives are met, then the day is counted as a SAFE Day. Under our SAFE Day program, in 2024, our rigs achieved the SAFE objectives 98.6% of available days, which has remained flat compared to 2023 performance. As of December 31, 2024, this metric is only available for vessels owned by Noble prior to the Diamond Transaction. As integration activities are completed throughout 2025, all current Noble vessels will utilize this program. 
+Training and Continuing Education. We place considerable value on the training and development of our employees. Accordingly, we conduct formal and informal meetings with employees, regular executive-led podcasts, issue periodic publications of Company activities, and other matters of interest to the Company’s OneNoble app and offer a variety of training, including in-house through NobleAdvances, our state-of-the-art training facility in Texas. Noble has learned that technical skills are not enough to keep pace in our fast-changing offshore environments. NobleAdvances allows us to deliver scenario-based drilling and marine training with a strong focus on communication, biases, and emergency decision making. This approach is designed to enable Noble employees to execute our procedures effectively and solve complex technical problems in challenging offshore conditions. 
+Environmental Responsibility 
+Climate change is an environmental, social, and economic challenge facing everyone today. We are committed to continuous improvement and a sustainable energy future supported by our efforts to protect the environment throughout our operations and safely provide reliable and efficient services to allow access to resources essential for human and economic prosperity. There is ongoing attention concerning the global climate and the effect of greenhouse gas (“GHG”) emissions. Various regulators have proposed or adopted rules requiring the monitoring and reporting of GHG emissions from specified sources in the United States, including, among other things, certain offshore activities relating to oil and gas production. As such, we regularly assess the environmental impact of operations, focusing on the reduction of GHG emissions, operational discharges, water use, and waste. Furthermore, we actively look to collaborate with our customers to evaluate economic alternatives for reducing the carbon footprint of our drilling rigs. 
+Available Information 
+Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at our website as soon as reasonably practicable after such material is electronically filed with or furnished with the SEC. The SEC 
+12 
+maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. 
+Our website address is http://www.noblecorp.com. Investors should also note that we announce material financial information in SEC filings, press releases, and public conference calls. Based on guidance from the SEC, we may use the investor relations section of our website to communicate with our investors. It is possible that the financial and other information (including fleet status reports) posted there could be deemed to be material information. Noble may also use social media channels including, but not limited to, Noble's accounts on LinkedIn, Facebook, Instagram, and Twitter, to communicate with investors and the public about its business, services, and other matters, and those communications could be deemed to be material information. Documents and information on our website or our social media channels are not incorporated by reference herein. 
+13

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+Item 13. 
+Certain Relationships, Related Transactions , and Director s ’ Independence 
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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
+0001895262,NE-WTA,Noble Corp plc,2025,10-K,2026-02-12,2025-12-31,2026-02-12T18:43:55.000Z,0001895262-26-000076,ne-20251231.htm,10-K,14757036,1,1,https://www.sec.gov/Archives/edgar/data/1895262/000189526226000076/ne-20251231.htm,https://www.sec.gov/Archives/edgar/data/1895262/000189526226000076/

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+Item 1. Business. 
+Overview 
+Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble”), is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. We deliver our services through a high-specification fleet of floating and jackup rigs and the deployment of our drilling rigs in oil and gas basins around the world. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. As of December 31, 2025, our fleet of 36 drilling rigs consisted of 25 floaters and 11 jackups. 
+On June 9, 2024, Noble entered into an agreement and plan of merger (the “Diamond Merger Agreement”) with Diamond Offshore Drilling, Inc. (“Diamond”), Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble would acquire Diamond in a stock plus cash transaction (the “Diamond Transaction”). On September 4, 2024 (the “Diamond Closing Date”), Noble completed its acquisition of Diamond. 
+For additional information, see “Note 2 — Acquisitions and Divestitures” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. 
+References in this Annual Report on Form 10-K to “Noble,” the “Company,” “we,” “us,” and “our” refer collectively to Noble and its consolidated subsidiaries on and after the Diamond Closing Date, as applicable. 
+Contract Drilling Services 
+We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent, and government-owned or controlled oil and gas companies throughout the world. 
+We typically provide contract drilling services under an individual contract on a dayrate basis. Each contract’s final terms and conditions are the result of negotiations with our customers or other counterparties, and many contracts are awarded through a competitive bidding process. The following terms generally describe the key aspects of our contracts: 
+• contract duration extending over a specific period of time or a period necessary to drill a defined number of wells; 
+• payment of compensation to us (generally in US dollars, although some customers or other counterparties, typically national oil companies, require a part of the compensation to be paid in local currency) on a “daywork” basis, so that we receive a fixed amount (unless the contract contains a performance-based component) for each day (“dayrate”) that the drilling unit is operating under contract (a lower rate or no compensation is payable during periods of equipment breakdown and repair, adverse weather, or in the event operations are interrupted by other conditions, some of which may be beyond our control); 
+• provisions permitting early termination of the contract by the customer or other counterparties (i) if the unit is lost or destroyed, (ii) if operations are suspended for a specified period of time due to breakdown of equipment or breach of contract, or (iii) for convenience with the payment of contractually specified termination amounts; 
+• provisions allowing the impacted party to terminate the contract if specified “force majeure” events beyond the contracting parties’ control occur for a defined period of time; 
+• payment by us of the operating expenses of the drilling unit, including labor costs and the cost of incidental supplies; 
+• provisions that allow us to recover our mobilization and demobilization costs associated with moving a drilling unit from one regional location to another which, under certain market conditions, may not allow us to receive full reimbursement of such costs; 
+• provisions that allow us to recover certain cost increases from our customers in certain long-term contracts; 
+• provisions that require us to lower dayrates for documented cost decreases in certain long-term contracts; and 
+6 
+• provisions that allocate responsibility and liability through indemnification provisions for risks related to personal injury, property damage or loss, environmental damages, damage to the reservoir, and other matters. 
+Under our drilling contracts, liability with respect to personnel and property is typically assigned on a “knock-for-knock” basis, which means that we and our customers or other counterparties assume liability for our respective personnel and property, generally irrespective of the fault or negligence of the party indemnified. In addition, our customers or other counterparties may indemnify us in certain instances for damage to our down-hole equipment and, in some cases, our subsea equipment. Also, we generally obtain a mutual waiver of consequential losses in our drilling contracts. 
+Our customers typically assume responsibility for and indemnify us from loss or liability resulting from pollution or contamination, including third-party damages and clean-up and removal, arising from operations under the contract and originating below the surface of the water. We are generally responsible for pollution originating above the surface of the water and emanating from our drilling units. Additionally, our customers typically indemnify us for liabilities incurred as a result of a blow-out or cratering of the well and underground reservoir loss or damage. In the current market, we are under increasing pressure to accept exceptions to the above-described allocations of risk and, as a result, take on more risk. In such cases where we agree, we generally limit the exposure with a monetary cap and other restrictions. 
+During periods of depressed market conditions, our customers or other counterparties may attempt to renegotiate or repudiate their contracts with us, although we seek to enforce our rights under our contracts. The renegotiation may include changes to key contract terms, such as pricing, termination, and risk allocation. 
+For a discussion of our backlog of commitments for contract drilling services, please read Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Contract Drilling Services Backlog.” 
+Drilling Fleet 
+Noble is a leading offshore drilling contractor for the oil and gas industry. Noble owns and operates one of the most modern, versatile, and technically advanced fleets of mobile offshore drilling units in the offshore drilling industry. Noble provides, through its subsidiaries, contract drilling services with a fleet of 31 offshore drilling units, consisting of 25 floaters and 6 jackups at the date of this report, focused largely on ultra-deepwater and ultra-harsh environment drilling opportunities in both established and emerging regions worldwide. Each type of drilling rig is described further below. Several factors determine the type of unit most suitable for a particular job, the most significant of which include the water depth and the environment of the intended drilling location, whether the drilling is being done over a platform or other structure, and the intended well depth. At December 31, 2025, our fleet was operating in Africa, Far East Asia, the North Sea, Oceania, South America, and the United States Gulf of America (the “US Gulf”). Our fleet consists of the following types of mobile offshore drilling units: 
+Floaters . A drillship is a type of floating drilling unit that is based on the ship-based hull of the vessel and equipped with modern drilling equipment that gives it the capability of easily transitioning from various worldwide locations and carrying high capacities of equipment while being able to drill ultra-deepwater oil and gas wells in up to 12,000 feet of water. Drillships can stay directly over the drilling location without anchors in open seas using a dynamic positioning system (“DPS”), which coordinates position references from satellite signals and acoustic seabed transponders with the drillship's six to eight thrusters to keep the ship directly over the well that is being drilled. Drillships are selected to drill oil and gas wells for programs that require a high level of simultaneous operations, where drilling loads are expected to be high, or where there are occurrences of high ocean currents, where the drillship's hull shape is the most efficient. Noble's fleet consists of 17 drillships capable of water depths from 10,000 feet to 12,000 feet. 
+Semisubmersible drilling units are designed as a floating drilling platform incorporating one or several pontoon hulls, which are submerged in the water to lower the center of gravity and make this type of drilling unit exceptionally stable in the open sea. Semisubmersible drilling units are generally categorized in terms of the water depth in which they are capable of operating, from the mid-water range of 300 feet to 4,000 feet, the deepwater range of 4,000 feet to 7,500 feet, to the ultra-deepwater range of 7,500 feet to 12,000 feet as well as by their generation, or date of construction. This type of drilling unit typically exhibits excellent stability characteristics, providing a stable platform for drilling even in rough seas. Semisubmersible drilling units hold their position over the drilling location using either an anchored mooring system or a DPS and may be self-propelled. Noble’s fleet consists of 8 moored ultra-deepwater semisubmersible drilling units. 
+Jackups . Jackup drilling units are designed to provide drilling solutions in depths ranging from less than 100 feet to as deep as 500 feet of water with drilling hook loads up to 2,500,000 pounds. Jackup rigs can be used in open water exploration locations, as well as over fixed, bottom-supported platforms. A jackup drilling unit is a towed mobile vessel consisting of a floating hull equipped with three or four legs, which are lowered to the seabed at the drilling location. The hull is then 
+7 
+elevated out of the water by the jacking system using the legs to support the weight of the hull and drilling equipment against the seabed. Once the hull is elevated to the desired level, or “jacked up”, the drilling package can be extended out over an existing production platform or the open water location and drilling can commence. Noble’s fleet of 6 jackups consists of high-specification units capable of drilling in up to 500 feet of water. 
+The following table presents certain information concerning our offshore fleet at February 12, 2026. We own and operate all of the units included in the table. The table excludes certain rigs currently operating under a bareboat charter agreement. 
+8 
+Name Make 
+Year 
+Built 
+Water Depth Rating 
+(feet) (1) 
+Drilling Depth Capacity (feet) Location 
+Status (2) 
+Floaters—25 
+Drillships—17 
+Noble Bob Douglas GustoMSC P10000 2013 12,000 40,000 Guyana Active 
+Noble Don Taylor GustoMSC P10000 2013 12,000 40,000 Guyana Active 
+Noble Faye Kozack Samsung 96000 2013 12,000 40,000 Brazil Active 
+Noble Gerry de Souza Samsung 120000 Double Hull 2011 12,000 40,000 Nigeria Active 
+Noble Globetrotter I Globetrotter Class 2011 10,000 30,000 Bulgaria Active 
+Noble Globetrotter II Globetrotter Class 2013 10,000 30,000 US Gulf Held for sale 
+Noble Sam Croft GustoMSC P10000 2014 12,000 40,000 Guyana Active 
+Noble Stanley Lafosse Samsung 96000 2014 12,000 40,000 US Gulf Active 
+Noble Tom Madden GustoMSC P10000 2014 12,000 40,000 Guyana Active 
+Noble Valiant Samsung 96000 2014 12,000 40,000 Suriname Active 
+Noble Venturer Samsung 96000 2014 12,000 40,000 Ghana Active 
+Noble Viking Samsung 96000 2014 12,000 40,000 Philippines Active 
+Noble Voyager Samsung 96000 2015 12,000 40,000 US Gulf Active 
+Noble BlackRhino Gusto P10000 2014 12,000 40,000 US Gulf Active 
+Noble BlackHawk Gusto P10000 2014 12,000 40,000 US Gulf Active 
+Noble BlackHornet Gusto P10000 2014 12,000 40,000 US Gulf Active 
+Noble BlackLion Gusto P10000 2015 12,000 40,000 US Gulf Active 
+Semisubmersibles—8 
+Noble Deliverer DSS21-DPS2 2010 10,000 40,000 Malaysia Available 
+Noble Developer DSS21-DPS2 2009 10,000 40,000 Suriname Active 
+Noble Discoverer DSS21-DPS2 2009 10,000 40,000 Colombia Active 
+Noble Patriot Bingo 3000 1983 1,500 20,000 UK Active 
+Ocean Apex Enhanced Victory 1976/2014 6,000 30,000 Australia Available 
+Noble Courage F&G ExD Millennium 2009 10,000 40,000 Brazil Active 
+Noble Endeavor Enhanced Victory 1975/2006 10,000 35,000 South America Active 
+Ocean GreatWhite Moss CS-60E 2016 10,000 35,000 Norway Active 
+Independent Leg Cantilevered Jackups—6 
+Harsh environment—1 
+Noble Resolve MCS CJ50-X100 MC 2009 350 30,000 Spain Held for sale 
+Ultra-harsh environment—5 
+Noble Innovator MCS CJ70-150MC 2003 492 30,000 UK Active 
+Noble Integrator MCS CJ70-X150 MD 2015 492 40,000 Norway Active 
+Noble Interceptor MCS CJ70-X150 MD 2014 492 40,000 Norway Active 
+Noble Intrepid MCS CJ70-X150 MD 2014 492 40,000 UK Active 
+Noble Invincible MCS CJ70-X150 MD 2016 492 40,000 Norway Active 
+9 
+(1) Rated water depth for drillships and semisubmersibles reflects the maximum water depth for which a floating rig has been designed for drilling operations. 
+(2) Rigs listed as “active” are operating, preparing to operate, or under contract; rigs listed as “available” are actively seeking contracts and may include those that are idle or warm stacked. 
+Market 
+The offshore contract drilling industry is a highly competitive and cyclical business. Demand for offshore drilling services is driven by the offshore exploration and development programs of oil and gas operators, which in turn are influenced by many factors. Those factors include, but are not limited to, the price and price stability of oil and gas, the relative cost and carbon footprint of offshore resources within each operator’s broader energy portfolio, global macroeconomic conditions, world energy demand, the operator’s strategy toward renewable energy sources, environmental considerations, and governmental policies. 
+In the provision of offshore contract drilling services, success in securing contracts is primarily governed by price, a rig’s availability, drilling capabilities and technical specifications, and the drilling contractor’s safety performance record. Other factors include experience of the workforce, process efficiency, condition of equipment, operating integrity, reputation, industry standing, and client relations. 
+We maintain a global operational presence and compete in many of the major offshore oil and gas basins worldwide with a primary focus on the deepwater and ultra-deepwater floater market and ultra-harsh environment jackup market. All our drilling rigs are mobile, and we may reposition our drilling rigs among regions for a variety of reasons, including in response to customer requirements. We compete in both the floating and ultra-harsh jackup rig markets, each of which may have different supply and demand dynamics at a given period in time or in different regions. 
+We have one of the youngest and highest specification fleets of global scale in the industry, with diversification across geographic regions and customers. The Company has a track record of industry-leading utilization, coupled with a commitment to best-in-class safety performance and customer satisfaction. We strive to be a leader in industry innovation and first-mover in sustainability. 
+The offshore drilling industry has historically experienced significant volatility and change. In recent years, however, oil prices have generally remained at levels that are supportive of offshore exploration and development activity and global rig demand recovered to eclipse pre-pandemic levels, albeit with a steady downtrend since 2022 post-pandemic highs. Spot prices for Brent crude have recently settled in the mid to high $60s per barrel during early 2026 compared to an average price of $68 per barrel during 2025. Current demand and utilization levels are supported by the combination of the outlook for longer-term commodity prices, heightened focus on energy security, the capital intensity of depletion replacement, and relative attractiveness of offshore plays with respect to both cost and carbon emissions. The increase in global rig demand since 2021 has had a positive impact on dayrates for most rig classes, although dayrates have decreased moderately since recent highs during 2023 and 2024. 
+The global rig supply has come down from historic highs as Noble and other offshore drilling contractors have retired less capable and idle assets. Concurrently, the incoming supply of newbuild offshore drilling rigs has diminished materially, with very few newbuild rigs now remaining stranded in shipyards. 
+Although the market outlook in our business varies by geographical region and water depth and, despite recent downward pressure on the price of oil, we remain encouraged by the long-term outlook in the ultra-deepwater floater market. Our customers continue to focus on our highest specification floaters, which represents the majority of our floater fleet. Assuming current market fundamentals, continued customer prioritization towards these highest specification floaters could result in lower utilization for our lower specification drillships and our semi-submersibles. Demand for midwater semisubmersibles is primarily driven by brownfield activity in mature basins, especially in Northwest Europe, South America, and the Asia Pacific regions, where a generally stable level of baseload demand is supported by infield drilling and plug and abandonment requirements. Our ultra-harsh environment jackups operating in Norway and the UK experienced less cyclical improvement than the floater fleet during 2022-2024, but have recently begun to realize improving utilization. 
+While we remain encouraged about overall long-term rig demand, as evidenced by recent multi-year, multi-rig contracts that we have booked into backlog, the near-term outlook for both floaters and jackups over the next several quarters continues to present lingering utilization headwinds compared to 2023-2024 levels. Furthermore, economic uncertainty and lower commodity prices arising from recent trade policy and tariffs, compounded with OPEC’s stated intent to increase oil production, collectively present a potential for additional demand risk for offshore rigs in the near term. 
+10 
+Across the broader offshore drilling market, recent contract awards and open tenders show an increasing proportion of multi-year contracts, although a significant number of shorter-term commitments continue to be fixed as well. Longer-term contracts can generally provide economic efficiencies by reducing the number of rig contract start-ups, both with different customers and among different regions, which is expected to reduce incremental resources and costs. On the other hand, certain multi-year contracts that are scheduled to commence a year or more into the future can present near-term utilization inefficiency due to challenges with filling interim availability on the assets. 
+The energy transition from hydrocarbons to renewables poses a challenge to the oil and gas sector and our market. Energy rebalancing trends sharply accelerated over the past decade as evidenced by promulgated or proposed government policies and commitments by many of our customers to further invest in sustainable energy sources, although this trend has moderated or even reversed in certain jurisdictions in more recent years with shifting political priorities. Our industry could be further challenged as resource holders and policy makers continue to evaluate and calibrate strategies and capital flows to address global energy needs. Ultimately, however, there continues to be a global dependence on products made from hydrocarbons and on the combustion of hydrocarbons to provide reliable and affordable energy. Low-cost and low-emission barrels are expected to be the most attractive conventional source to meet energy needs both currently and in the future. Global energy demand is predicted to increase over the coming decades, and we expect that offshore oil and gas will continue to play an important and lasting role in meeting this demand. 
+Significant Customers 
+During the three years ended December 31, 2025, we principally conducted our contract drilling operations in Africa, Far East Asia, the North Sea, Oceania, South America, and the US Gulf. The following table sets forth revenues from our customers as a percentage of our consolidated operating revenues: 
+Year Ended Year Ended Year Ended 
+December 31, 2025 December 31, 2024 December 31, 2023 
+Exxon Mobil Corporation (“ExxonMobil”) 19.7 % 22.1 % 24.5 % 
+BP 13.2 % (1) (1) 
+Petrobras 12.5 % (1) (1) 
+TotalEnergies (1) (1) 10.5 % 
+Shell plc (1) 12.3 % 13.6 % 
+(1) Amount was less than 10% for the year presented. 
+No other customer accounted for more than 10% of our consolidated operating revenues in 2025, 2024, or 2023. 
+Human Capital 
+At December 31, 2025, we had approximately 4,500 employees, excluding approximately 1,400 persons we engaged through labor contractors or agencies. Approximately 77% percent of our workforce is located offshore. Certain of our employees and contractors in international markets, such as Norway and Denmark, are represented by labor unions and work under collective bargaining or similar agreements, which are subject to periodic renegotiation, and we consider our employee relations to be satisfactory. 
+For additional information, please read Part I, Item 1A, “Risk Factors—Risks Related to Our Business and Operations— Unionization efforts, labor interruptions, and labor regulations could have a material adverse effect on our operations. ” 
+Safety and Environmental Stewardship. Noble is committed to operating with excellent health, safety, and environmental (“HSE”) performance as an integral part of our business strategy, adding value for employees, customers, and shareholders. All personnel, regardless of job or position onboard our vessels or at any Noble facility, has the authorization and obligation to immediately stop any unsafe act, practice, or job that poses an unaddressed or unreasonable risk to people or the environment. 
+Our pursuit of exceptional HSE performance begins with our strong corporate culture that prioritizes proactive risk management, compliance with standards, and continuous improvement. This commitment is reinforced through Noble Peak, our safety philosophy focused on building capacity for safe work, learning from everyday operations, and fostering resilience. Noble Peak emphasizes mindset, skillset, and toolset—empowering teams to adapt, communicate, and learn continually—because safety is not just the absence of incidents, but the presence of defenses and capabilities. 
+To strengthen how we think about risk, Noble is moving beyond traditional lagging indicators such as IADC TRIR and LTIR. These legacy metrics often focus on frequency rather than severity, which can obscure the true risk profile of our 
+11 
+operations. Our Potential Consequence Severity Index (“PCSI”) addresses this gap by weighting events based on both actual and potential consequences. This approach helps ensure that serious hazards and high-risk exposures receive the attention they deserve—even when no injury occurs. PCSI is intended to drive proactive learning and prioritization, helping us focus on eliminating life-altering risks and building resilience rather than simply counting incidents. 
+Training and Continuing Education. We place considerable value on the training and development of our employees. Accordingly, we conduct formal and informal meetings with employees, regular executive-led podcasts, issue periodic publications of Company activities and other matters of interest to the Company’s OneNoble app, and offer a variety of training, including in-house through NobleAdvances, our state-of-the-art training facility in Texas. Noble has learned that technical skills are not enough to keep pace in our fast-changing offshore environments. NobleAdvances allows us to deliver scenario-based drilling and marine training with a strong focus on communication, biases, and emergency decision making. This approach is designed to enable Noble employees to execute our procedures effectively and solve complex technical problems in challenging offshore conditions. 
+Government Regulation 
+Our operations are subject to federal, state, and local laws and regulations in the U.S. and other jurisdictions where we operate, including those relating to drilling services, exploration, development, and production, and other activities in the oil and gas industry, international maritime standards, worker health and safety, taxation, import and export, corruption, sanctions, trade, labor and employment, data privacy and security, and environmental protection. Compliance with these laws has in the past and may continue to require significant expenditures and operating costs. 
+In particular, environmental laws and regulations regarding emissions (including greenhouse gases and methane), water discharges, wastewater and stormwater management, chemical handling and storage, hazardous and non-hazardous waste generation and disposal, endangered species and habitat protection, noise and dust, site remediation, and spill prevention and response require ongoing attention and resources to support compliance. Changes in standards or enforcement priorities can increase our cost of doing business and affect utilization and margins. Similarly, environmental non‑compliance incidents could expose us to investigations, administrative orders, civil or criminal penalties, natural resource damages, remediation and restoration obligations, and third‑party claims for property damage, personal injury, or business interruption, as well as strict, joint, and several liability, which can result in liability without regard to fault. 
+In addition, obtaining and maintaining environmental permits can be time‑consuming and costly, and permitting or regulatory challenges can delay, restrict, or halt our operations or those of our customers. More stringent regulations or heightened enforcement may require us to curtail activities in certain locations, suspend or relocate equipment, or incur incremental operating and capital costs, and may also adversely affect the demand for our services if our customers reduce or defer drilling activity to address their own compliance burdens. 
+There is also ongoing attention concerning the global climate. Various regulators have proposed or adopted rules requiring the monitoring and reporting of GHG emissions from specified sources in the United States and abroad, including, among other things, certain offshore activities relating to oil and gas production. Emerging climate-related policies and market expectations, including greenhouse gas reporting and reduction programs, carbon pricing mechanisms, restrictions on flaring and venting, electrification requirements, and supply chain emissions goals set by our customers, could increase our costs, require additional disclosures and internal controls, or necessitate investments in lower‑emissions technologies and alternative power solutions for our rigs and facilities. Collectively, these factors could adversely affect our revenues, profitability, and returns on invested capital. More information on these and related risks can be found in our discussion in Part I, Item 1A, “Risk Factors” below. 
+Available Information 
+Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at our website as soon as reasonably practicable after such material is electronically filed with or furnished with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. 
+Our website address is http://www.noblecorp.com. Investors should also note that we announce material financial information in SEC filings, press releases, and public conference calls. Based on guidance from the SEC, we may use the investor relations section of our website to communicate with our investors. It is possible that the financial and other information (including fleet status reports) posted there could be deemed to be material information. Noble may also use social media channels including, but not limited to, Noble's accounts on LinkedIn, Facebook, Instagram, and X, to communicate with investors and the public about its business, services, and other matters, and those communications 
+12 
+could be deemed to be material information. Documents and information on our website or our social media channels are not incorporated by reference herein. 
+13

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+Item 13. 
+Certain Relationships, Related Transactions, and Directors’ Independence 
+98

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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
+0001895618,GXAI,GAXOS.AI INC.,2024,10-K,2025-03-28,2024-12-31,2025-03-28T21:27:35.000Z,0001013762-25-004271,ea0234668-10k_gaxosai.htm,ANNUAL REPORT,6946307,1,1,https://www.sec.gov/Archives/edgar/data/1895618/000101376225004271/ea0234668-10k_gaxosai.htm,https://www.sec.gov/Archives/edgar/data/1895618/000101376225004271/

raw/filings/0001895618/2024/0001013762-25-004271/item1.txt

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+ITEM
+1. BUSINESS 
+Overview 
+We
+are a technology-based company that is developing applications aimed at redefining the way we utilize artificial intelligence (“AI”)
+to optimize the user experience. We are committed to addressing the need for AI solutions in both health and entertainment. 
+Gaxos
+Labs 
+Gaxos Labs, launched in September
+2024, is a transformative generative AI service that empowers game developers and publishers. Key features of the product include: 
+● 
+AI-Powered
+Creativity: Reduces creative asset development time from hours to minutes, transforming artistic visions into reality with ease.
+Rapid prototyping abilities allows for experimentation with different designs quickly and easily. 
+● 
+Monetization:
+Publishers have the ability to offer users AI-generated assets for player customization. 
+● 
+Seamless
+Integration: With plug-and-play functionality for Unity and Godot, integration is effortless into existing workflows. 
+● 
+API:
+Connect to any game development engine and build for any platform including mobile and PC. 
+● 
+Dynamic
+Content Generation: User-Generated-Ai-Content (“UGAiC”) feature offers new experiences with each playthrough by letting
+gamers use AI in real time, fostering a dynamic gaming environment. 
+● 
+Customized
+Solutions: From personalized AI models including images and sound capabilities to expert consulting services, our offering includes
+customizable solutions to meet the unique needs of any developer. 
+Gaxos
+Gaming 
+Gaxos
+Gaming (the “Platform” or “Gaxos Gaming”) was created with a vision to develop, design, acquire, and manage conventional
+games and to combine these games with unconventional game mechanisms, such as the ability for gamers and developers to utilize AI to
+create and design in-game features, as well as to mint unique in-game features, such as skins, characters, weapons, gear, levels, and
+virtual lands, in the form of non-fungible tokens, or “NFTs,” that will allow users to have unique experiences and more control
+over in-game assets. 
+In
+2023, we launched our own proprietary games that are simple and fun to play, and that offer gamers the ability to utilize AI to personalize
+their gaming experience as well as to mint their own affordable NFTs, with unique and exclusive features, that can be utilized across
+our network of games. As of December 2024, we have launched four games, Space Striker AI, Brawl Bots, BattleFleet AI, and Jigsaw Puzzle
+AI. Space Striker AI allows players to engage in a captivating storyline and exciting retro shooting space action in the players
+AI-generated spaceship. Players can fuse crystals to upgrade their ship parts to craft, clash and conquer the galaxy all within a dynamic
+free-to-play economy. Brawl Bots immerses users in high-octane battles in real time against other players, in solo play or teams. Each
+player gets to control their own exclusive Bot character, ensuring a personalized gaming experience. BattleFleet AI is a take on the
+classic Battleship game with AI elements that allow gamers to design their ships. Jigsaw Puzzle AI lets gamers solve preloaded jigsaw
+puzzles as well as design and solve new jigsaw puzzles using AI. 
+Gaxos
+Health 
+In
+July 2024, we launched Gaxos Health, which is dedicated to revolutionizing personal health and wellness by developing a suite of innovative
+AI-powered health optimization solutions. Gaxos Health will integrate AI-driven insights with individual biometric data and health goals
+to create web and application based personalized wellness strategies for users. This cutting-edge approach was designed to redefine
+preventative medicine, offering unparalleled personalization in health and wellness. Gaxos Health solutions will analyze a wide range
+of health data to provide tailored wellness plans and address the growing demand for personalized health solutions. We believe that this
+technology is not just a step but a leap forward in empowering individuals to take control of their health and longevity with AI’s
+precision and intelligence. Currently, Gaxos Health offers customized health plans and coaching based on collected DNA, blood biomarkers,
+and individual goals and traits. 
+RNK
+Health 
+On September 23, 2024, the Company formed a wholly-owned subsidiary,
+RNK Health LLC (“RNK Health”), to form a partnership and potential relationship with Nekwellness, LLC (“Nekwellness”)
+to engage in the proposed business of marketing certain health-related products. On October 10, 2024, the Company, RNK Health and Nekwellness
+entered into an operating agreement with respect to the regulation and management of the affairs of RNK Health and, as of such date, the
+Company owns a 70% membership interest in RNK Health and Nekwellness owns a 30% membership interest in RNK Health. RNK Health is currently providing access to GLP-1 medications such as injectable and oral Semaglutide and Terzepatide,
+and intends to add other products such as testosterone replacement therapy (TRT) 
+1 
+Intellectual
+Property 
+Our
+business is dependent upon the creation, acquisition, use and protection of intellectual property. Some of this intellectual property
+is expected to be in the form of software code, patented technology, copyright, and trade secrets that we will use to develop our games
+and the Platform. While we will develop our own intellectual property, we may also acquire and/or license other intellectual property
+which is owned by third parties. 
+We
+protect our intellectual property rights by relying on federal, state and common law protections, as well as contractual restrictions.
+We actively seek protection covering any intellectual property we believe may be useful or relevant to our business. 
+Our
+goal is to obtain, maintain and enforce protection for our intellectual property, and to operate without infringing on the rights of
+other parties. Our policy is to actively seek the broadest intellectual property protection possible for our intellectual property through
+a combination of contractual arrangements, registration of our domain names, copyrights, trademarks, service marks and/or patents. We
+have established business procedures designed to maintain the confidentiality of our proprietary information, including the use of confidentiality
+agreements with employees, independent contractors, consultants, and entities with which we conduct business. 
+The
+Platform will allow third-party game developers to mint NFTs using their own intellectual property and our tools to list those NFTs
+for sale (primary sales) on the Platform. The Platform only allows NFTs that were originally minted using the Company’s NFT infrastructure
+to be listed for sale. All third-party game developers who create NFTs on the Platform will be required to agree to our Terms of Service
+and Privacy Policy prior to engaging with the Platform. Our Terms of Service and Privacy Policy will require creators to attest they
+own the intellectual property used to create their NFTs and to monitor for obvious copyright violations. It is not yet certain to what
+extent the Digital Millennium Copyright Act (DMCA) applies to NFT platforms. However, it seems likely that NFT platform owners will be
+subject to at least some responsibility for responding to copyright infringement on their sites, therefore, we plan to take proactive
+approach by registering with the DMCA to retain a designated agent for DMCA notices as well as instructions for submitting copyright
+infringement claims. 
+Government
+Regulation 
+Data
+Privacy Laws and Regulations 
+We
+are subject to various federal, state, and international laws and regulations that affect companies conducting business on the Internet
+and mobile platforms, including those relating to privacy, use and protection of player and employee personal information and data (including
+the collection of data from minors), the Internet, behavioral tracking, mobile applications, content, advertising and marketing activities
+and anti-corruption. Additional laws in all of these areas are likely to be passed in the future, which could result in significant limitations
+on or changes to the ways in which we can collect, use, host, store or transmit the personal information and data of our customers or
+employees, communicate with our players and deliver products and services, which may significantly increase our compliance costs. 
+We
+recognize that users of Gaxos Gaming and Gaxos Health care deeply about how their personal information is collected, used and shared. 
+Users
+of Gaxos Gaming and Gaxos Health may be required to provide us with certain personal information such as their name, email address and
+phone number. We take commercially reasonable and appropriate measures to protect this personal information from accidental loss, misuse,
+and unauthorized access, disclosure, alteration, or destruction, taking into account the risks involved in processing and the nature
+of such data, and comply with applicable laws and regulations. We do not currently transfer any personal information to third-parties
+that do not act on our behalf, and we will not do so without users’ opt-in consent. Similarly, we do not currently collect sensitive
+personal information from users without opt-in consent. We may disclose personal information to certain types of third-party companies,
+but only to the extent needed to enable them to provide such services. The types of companies that may receive personal information and
+their functions are: marketing assistance, analytics and reporting, customer support, email and SMS delivery, cloud infrastructure, and
+systems monitoring. All such third parties function as our agents, performing services at our instruction and on our behalf pursuant
+to contracts which require them to provide at least the same level of privacy protection as is required by our Privacy Policy. In addition,
+we may be required to disclose personal information in response to lawful requests by public authorities, including for the purpose of
+meeting national security or law enforcement requirements. We may also disclose personal information to other third parties when compelled
+to do so by government authorities or required by law or regulation including, but not limited to, in response to court orders and subpoenas. 
+2 
+With
+respect to retention of personal information, we may only retain such users’ personal information in a form that identifies them
+only for as long as it serves the purpose(s) for which it was initially collected as stated in our Privacy Policy, as may be subsequently
+authorized. We may continue processing users’ personal information for longer periods, but only for the time and to the extent
+such processing reasonably serves the purposes of statistical analysis, and subject to the protection of our Privacy Policy. After such
+time periods have expired, we may either delete the personal information or retain it in a form such that it does not identify the user
+personally. 
+Healthcare
+Laws and Regulations 
+We
+will be subject to healthcare regulation and enforcement by the federal government and the states and foreign governments in which we
+might conduct our business, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended
+by the Health Information Technology for Economic and Clinical Health Act of 2009 and their implementing regulations, impose obligations
+on certain types of individuals and entities regarding the electronic exchange of information in common healthcare transactions, as well
+as standards relating to the privacy and security of individually identifiable health information. 
+Competition 
+We
+operate in industries that are highly competitive and evolving. Specifically, our business faces intense competition in gaming and
+other various digital products. In addition, our Platform may face competition from other AI services that cater to game users and
+game developers. Further, our competition may become more intense if gaming industry leaders such as Sony, Nintendo, and Microsoft,
+all of whom have significant financial, technical and other resources, greater brand recognition and longer
+operating histories, decide to focus their efforts on blockchain gaming. 
+Gaxos
+Health will also operate in a competitive health and wellness landscape. Specifically, Gaxos Health may face intense competition
+from other companies catering to individuals that are seeking for ways to improve their longevity and health span. Certain
+competitors may expand their offering to include artificial intelligence and other proprietary methodologies that can further
+increase competition. 
+RNK Health operates in a competitive landscape
+and faces competition from similar companies that provide access to similar products such as compounded Semaglutide and Tirzepatide. 
+Our
+ability to compete depends in large part on our continuous commitment to research and development, our ability to rapidly introduce new
+features and functionality, and to acquire users. We intend to work closely with our customers to continuously enhance the performance,
+functionality, usability, reliability and flexibility of the Platform. 
+Employees 
+As
+of March 15, 2025, we have a total of 3 full-time employees, We have established a network of external professionals and consultants
+to which we outsource various research and development and operational tasks in an effort to minimize administrative overhead. We are
+not a party to any collective bargaining agreements. We believe that we maintain good relations with our employees. 
+3 
+Corporate History 
+We
+were originally incorporated in the State of Wyoming on October 27, 2021 (“NFT Wyoming”). 
+On
+March 29, 2022, the Board of Directors of the Company approved, subject to shareholder approval, a Plan of Conversion, pursuant
+to which the Company converted from a corporation incorporated under the laws of the State of Wyoming to a corporation incorporated under
+the laws of the State of Delaware (the “Delaware Reincorporation”), and such approval included the adoption of the Certificate
+of Incorporation (the “Delaware Certificate”) and the Bylaws (the “Delaware Bylaws”) for the Company under the
+laws of the State of Delaware, under the name, “The NFT Gaming Company, Inc.,” to become effective with the effectiveness
+of the Reincorporation. On March 29, 2022, we received majority shareholder approval. 
+On
+March 30, 2022, we completed the Delaware Reincorporation by filing the Delaware Certificate with the Delaware Secretary of State. 
+On
+January 5, 2024, we filed an amendment to our Certificate of Incorporation with the Delaware Secretary of State to change our name to
+“Gaxos.ai Inc.” 
+On March
+7, 2024, we filed a Certificate of Amendment with the Delaware Secretary of State to effectuate a 1-for-12 reverse stock split of our
+issued and outstanding and authorized shares of common stock. The reverse stock split became effective on March 7, 2024. All share
+data, per share data and related information contained in this Annual Report on Form 10-K has been retrospectively adjusted to reflect
+the effect of the reverse stock split. 
+On
+September 16, 2024, the Board of Directors of the Company approved, subject to shareholder approval, a Plan of Conversion, pursuant to
+which the Company converted from a corporation incorporated under the laws of the State of Delaware to a corporation incorporated under
+the laws of the State of Nevada (the “Reincorporation”), and such approval included the adoption of the Articles of Incorporation
+(the “Nevada Articles”) and the Bylaws (the “Nevada Bylaws”) for the Company under the laws of the State of Nevada,
+under the name, “Gaxos.ai Inc.,” to become effective with the effectiveness of the Reincorporation. On December 27, 2024,
+we received majority shareholder approval for the Reincorporation. 
+On
+March 3, 2025, we changed our state of incorporation from Delaware to Nevada. 
+Our
+Corporate Information 
+We were incorporated as in the State of Wyoming on October 27, 2021.
+On March 30, 2022, we changed our state of incorporation from Wyoming to Delaware. On March 3, 2025, we changed our state of incorporation
+from Delaware to Nevada. Our principal executive offices are located at 101 Eisenhower Pkwy, Suite 3000, Roseland, NJ 07068 and our telephone
+number is (973) 275-7428. 
+Available
+Information 
+Our
+website address is https://gaxos.ai. The contents of, or information accessible through, our website are not part of this Annual
+Report on Form 10-K, and our website address is included in this document as an inactive textual reference only. We make our filings
+with the U.S. Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K, Quarterly Reports on
+Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, available free of charge on our website as soon as reasonably
+practicable after we file such reports with, or furnish such reports to, the SEC. The public may read and copy the materials we file
+with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on
+the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an internet site that
+contains reports, proxy and information statements and other information. The address of the SEC’s website is www.sec.gov. The
+information contained in the SEC’s website is not intended to be a part of this filing. 
+4

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+Item
+13. 
+Certain
+Relationships and Related Transactions, and Director Independence 
+50