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+0001899287,AMPX-WT,"Amprius Technologies, Inc.",2025,10-K,2026-03-06,2025-12-31,2026-03-06T21:21:25.000Z,0001899287-26-000015,ampx-20251231.htm,10-K,7973780,1,1,https://www.sec.gov/Archives/edgar/data/1899287/000189928726000015/ampx-20251231.htm,https://www.sec.gov/Archives/edgar/data/1899287/000189928726000015/

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+0001899883,FIP,FTAI Infrastructure Inc.,2024,10-K,2025-03-13,2024-12-31,2025-03-13T20:02:57.000Z,0001899883-25-000007,ftai-20241231.htm,10-K,21546887,1,1,https://www.sec.gov/Archives/edgar/data/1899883/000189988325000007/ftai-20241231.htm,https://www.sec.gov/Archives/edgar/data/1899883/000189988325000007/

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+Item 1. Business 
+Our Company 
+FTAI Infrastructure Inc. (“we”, “us”, “our”, or the “Company”) is in the business of acquiring, developing and operating assets and businesses that represent critical infrastructure for customers in the transportation, energy and industrial products industries. We were formed on December 13, 2021 as FTAI Infrastructure LLC, a Delaware limited liability company and subsidiary of FTAI Aviation Ltd. (previously Fortress Transportation and Infrastructure Investors LLC; “FTAI” or “Former Parent”). In connection with the spin-off, FTAI Infrastructure LLC converted into FTAI Infrastructure Inc., a Delaware corporation, and acquired all of the material assets and investments that comprised FTAI's infrastructure business (“FTAI Infrastructure”). On August 1, 2022 (the “Spin-off Date”), FTAI distributed to the holders of FTAI common shares, one share of FTAI Infrastructure Inc. common stock for each FTAI common share held by such shareholder at the close of business on July 21, 2022, and we became an independent, publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.” 
+Our operations consist of four primary business lines: (i) Railroad, (ii) Ports and Terminals, (iii) Power and Gas and (iv) Sustainability and Energy Transition. Our Railroad business primarily invests in and operates short line and regional railroads in North America. Our Ports and Terminals business, consisting of our Jefferson Terminal and Repauno segments, develops or acquires industrial properties in strategic locations that store and handle for third parties a variety of energy products including crude oil, refined products and clean fuels. Through an equity method investment, our Power and Gas business develops and operates facilities, such as a 485-megawatt power plant at the Long Ridge terminal in Ohio, that leverage the property’s location and key attributes to generate incremental value. Our Sustainability and Energy Transition business focuses on investments in companies and assets that utilize green technology, produce sustainable fuels and products or enable customers to reduce their carbon footprint. For the year ended December 31, 2024, our Railroad business accounted for 54% of our total revenue and our Ports and Terminals business accounted for 29% of our total revenue. Corporate and other sources accounted for the remaining 17% of our total revenue. 
+We target sectors that we believe value strong long-term growth potential and proactively seek investment opportunities within those sectors that we believe will generate strong risk-adjusted returns. We take an opportunistic approach—targeting assets that are distressed or undervalued, or where we believe we can add value through active management, without heavy reliance on the use of financial leverage to generate returns. We also seek to develop incremental opportunities to deploy capital through follow-on investments in our existing assets in order to grow our earnings and create value. While leverage on any individual asset may vary, we target overall corporate leverage for our assets on a consolidated basis of no greater than 50% of our total capital. 
+We expect to continue to invest in such market sectors and pursue additional investment opportunities in other infrastructure businesses and assets we believe to be attractive and meet our investment objectives. Our team focuses on acquiring a diverse group of long-lived assets or operating businesses that provide mission-critical services or functions to infrastructure networks and typically have high barriers to entry, strong margins, stable cash flows and upside from earnings growth and asset appreciation driven by increased use and inflation. We believe that there are a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today’s marketplace, will allow us to take advantage of these opportunities. As of December 31, 2024, we had total consolidated assets of $2.4 billion and redeemable preferred stock and equity of $0.5 billion. 
+Our Strategy 
+We invest across a number of major sectors including energy, intermodal transport, ports and terminals and rail, and we may pursue acquisitions in other areas as and when opportunities arise in the future. In general, we seek to own a diverse mix of high-quality infrastructure facilities, operations and equipment within our target sectors that generate predictable cash flows in markets that we believe provide the potential for strong long-term growth and attractive returns on deployed capital. We believe that by investing in a diverse mix of assets across sectors, we can select from among the best risk-adjusted investment opportunities, while avoiding overconcentration in any one segment, further adding to the stability of our business. 
+We take a proactive investment approach by identifying key secular trends as they emerge within our target sectors and then pursuing what we believe are the most compelling opportunities within those sectors. We look for unique investments, including assets that are distressed or undervalued, or where we believe that we can add value through active management. We consider investments across the size spectrum, including smaller opportunities often overlooked by other investors, particularly where we believe we may be able to grow the investment over time. We believe one of our strengths is our ability to create attractive follow-on investment opportunities and deploy incremental capital within our existing portfolio. We have several such opportunities currently identified, including significant potential for future investment at our Jefferson Terminal, Repauno and Long Ridge sites, in addition to our other assets, as discussed below. 
+Our Manager has significant prior experience in all of our target sectors, as well as a network of industry relationships, that we believe positions us well to make successful acquisitions and to actively manage and improve operations and cash flows of our 
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+existing and newly-acquired assets. These relationships include senior executives at lessors and operators, end users of transportation and infrastructure assets, as well as banks, lenders and other asset owners. 
+We have a robust current pipeline of potential investment opportunities. This current pipeline consists of opportunities for renewable and non-renewable energy, intermodal, rail and port-related investments. 
+Asset Acquisition Process 
+Our strategy is to acquire assets that we believe are essential to global infrastructure. We acquire assets that are used by major operators of infrastructure networks. We seek to acquire assets and businesses that we believe operate in sectors with long-term macroeconomic growth opportunities and that have significant cash flow and upside potential from earnings growth and asset appreciation. 
+We approach markets and opportunities by first developing an asset acquisition strategy with our Manager and then pursuing optimal opportunities within that strategy. In addition to relying on our own experience, we source new opportunities through our Manager’s network of industry relationships in order to find, structure and execute attractive acquisitions. We believe that sourcing assets both globally and through multiple channels will enable us to find the most attractive opportunities. We are selective in the assets we pursue and efficient in the manner in which we pursue them. 
+Once attractive opportunities are identified, our Manager performs detailed due diligence on each of our potential acquisitions. Due diligence on each of our assets always includes a comprehensive review of the asset itself as well as the industry and market dynamics, competitive positioning, and financial and operational performance. Where appropriate, our Manager conducts physical inspections, a review of the credit quality of each of our counterparties, the regulatory environment, and a review of all material documentation. In some cases, third-party specialists are hired to physically inspect and/or value the target assets. 
+We and our Manager also spend a significant amount of time on structuring our acquisitions to minimize risks while also optimizing expected returns. We employ what we believe to be reasonable amounts of leverage in connection with our acquisitions. In determining the amount of leverage for each acquisition, we consider a number of characteristics, including, but not limited to, the existing cash flow, the length of the lease or contract term, and the specific counterparty. 
+Management Agreement 
+We are externally managed by our Manager, an affiliate of Fortress, which has a dedicated team of experienced professionals focused on the acquisition of infrastructure assets since 2002. On December 27, 2017, SoftBank completed its acquisition of Fortress. On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress from Softbank. While Fortress’s senior investment professionals are expected to remain at Fortress, including those individuals who perform services for us, there can be no assurance that the transaction will not have an adverse impact on us or our relationship with our Manager. 
+Pursuant to the terms of the management agreement with our Manager (the “Management Agreement”), our Manager provides a management team and other professionals who are responsible for implementing our business strategy and performing certain services for us, subject to oversight by our board of directors. Our Management Agreement has an initial six-year term and is automatically renewed for one-year terms thereafter unless terminated either by us or our Manager. For its services, our Manager is entitled to receive a management fee from us, payable monthly, that is based on the average value of our total equity (including redeemable preferred stock, but excluding non-controlling interests) determined on a consolidated basis in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) as of the last day of the two most recently completed months multiplied by an annual rate of 1.50%. In addition, we are obligated to reimburse certain expenses incurred by our Manager on our behalf. 
+Our Portfolio 
+The following primarily comprise our Railroad business: 
+Transtar 
+Transtar is comprised of six short-line freight railroads and one switching company: the Gary Railway Company, Indiana; The Lake Terminal Railroad Company, Ohio; East Ohio Valley Railroad Company, Ohio; Fairfield Southern Company Inc., Alabama; Delray Connecting Railroad Company, Michigan; Texas & Northern Railroad Company, Texas; and the Union Railroad Company LLC, Pennsylvania. Gary Railway Company, Indiana and Union Railroad Company LLC, Pennsylvania connect to two of U.S. Steel Corporation’s (“USS”) largest production facilities in North America. 
+FTAI and USS also entered into an exclusive strategic rail partnership under which we will provide rail service to USS for an initial term of 15 years with minimum volume commitments for the first five years. Through operational improvements and potential long-term development projects, we intend to enhance performance of under-utilized Transtar assets. 
+Acquisition of Transtar 
+On July 28, 2021, FTAI completed the purchase of 100% of the equity interests of Transtar, which was a wholly owned short-line railroad subsidiary of USS, for a cash purchase price of $640.0 million, subject to certain customary adjustments set forth in the Transtar Purchase Agreement (the “Transtar Acquisition”). As of December 31, 2024, Transtar has approximately 440 employees, of which approximately 340 are subject to collective bargaining agreements. 
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+Railway Services Agreement 
+On July 28, 2021, in connection with the closing of the Transtar Acquisition, Transtar, certain Transtar subsidiaries (together with Transtar, the “Transtar Parties”), and USS entered into a railway services agreement (the “Railway Services Agreement”). Under the Railway Services Agreement, for an initial term of 15 years from and after the closing of the Transtar Acquisition, Transtar will continue to provide USS with rail haulage, switching and transportation services at USS’s facilities in and around Gary, Indiana, Pittsburgh, Pennsylvania, Fairfield, Alabama, Ecorse, Michigan, Lorain, Ohio and Lone Star, Texas, including but not limited to: railcar maintenance and repair services, locomotive maintenance, inspection and repair services, maintenance-of-way services, car management services, and rail and material handling services. The first five years of the Railway Services Agreement term contain the following minimum annual dollar value requirements: (i) from the closing until the first anniversary, $85.8 million, (ii) from the first anniversary until the second anniversary, $92.3 million, (iii) from the second anniversary until the third anniversary, $94.5 million, (iv) from the third anniversary until the fourth anniversary, $103.5 million and (v) from the fourth anniversary until the fifth anniversary, $106.5 million. 
+The following primarily comprise our Ports and Terminals business: 
+Jefferson Terminal 
+Jefferson Terminal develops, owns and operates port terminals in southeast Texas, on the U.S. Gulf Coast. Jefferson Terminal’s largest capacity port terminal is located at the Port of Beaumont, which is a deep-water port complex on the Sabine-Neches Waterway and among the busiest cargo ports in the United States (the “Port”). Jefferson Terminal leases 185 developed or developable waterfront acres from the Port. As part of the lease, Jefferson Terminal holds an exclusive right to operate as the sole handler of liquid hydrocarbons at the Port. 
+On its leased land, Jefferson Terminal has developed a large multi-modal crude oil and refined products storage, transloading and handling terminal. As part of a public-private strategy for the terminal build-out, the terminal improvements located on the Port’s land are generally owned by the Port, and operated and managed by Jefferson Terminal under a long-term lease. Some terminal improvements and equipment at the Port are owned by Jefferson Terminal and Jefferson Terminal also owns and operates various facilities and assets located outside of the Port’s land, including pipelines for transportation of crude oil and refined products into and out of the terminal. 
+Due to the success of this integrated public-private build-out approach, Jefferson Terminal’s main port terminal has a unique combination of six rail loop tracks with direct rail service from three Class I railroads, multiple direct pipeline connections to major refineries and interstate pipeline systems, three docks for loading and unloading barges and deep-water marine vessels, 6.2 million barrels of heated and unheated storage tanks, and facilities that are equipped to handle multiple types of products, including refined products and both light and heavy grade crude oils (with the ability to heat heavy crude for unloading prior to storing and blending), coupled with a prime location in the heart of a region that is home to refineries collectively representing an estimated 2.7 million barrels per day of refining capacity. 
+Its prime location and extensive optionality make Jefferson Terminal’s main port terminal well suited to provide logistics solutions to customers that include regional and global refiners, with the ability to offer a suite of services including heating, blending, storage, and multi-modal receipt and redelivery. At this location, Jefferson Terminal handles, stores, and blends light and heavy crudes received by pipeline, rail or waterborne transportation from most major North American production markets, including Western Canada, the Uinta Basin, and the Permian Basin, for onward transportation to domestic destinations and international markets; as well as storing and handling refined products, including automotive gasoline, diesel fuel, and other products, destined for domestic and foreign markets in North and South America. 
+Heavy crude oils, such as those produced in Utah and Western Canada, are in high demand on the Gulf Coast, as many of these refineries are specifically configured to process heavier feedstocks. As the production of North American heavy crude grows, the resulting high demand for infrastructure capable of handling this type of crude provides opportunities for well-positioned Gulf Coast terminals. Increased production of North American heavy crude in excess of existing takeaway capacity is expected to increase demand for crude-by-rail transportation to the Gulf Coast, as the high viscosity of heavy and waxy crude makes it well-suited for transport by rail (as opposed to pipeline). Jefferson Terminal’s main location is one of only a few terminals on the Gulf Coast that has heated rail unloading systems specifically capable of handling these heavier grades of crude received by rail. 
+International demand for U.S.-sourced refined products continues to increase. This has spurred a rapid need for rail and marine terminal facilities, as well as storage capacity on both sides of the U.S.-Mexico border and other locations in Latin America. To meet such increased demand, Jefferson Terminal, utilizing the flexibility of the facilities at its main terminal location, operates a refined products export system consisting of receiving several grades of refined products by direct pipeline connections from a large area refinery and from inland barge, storing the various products in 19 tanks with a combined capacity of approximately 3.2 million barrels, and loading the products to ships, barges, and unit trains via its rail facilities consisting of a 20 spot rail car loading system with the capacity to load approximately 70,000 barrels per day. The capabilities and optionality provided by its facilities, illustrated by this current functionality, make Jefferson Terminal’s main location one of the premier international refined products export terminals in the U.S. Gulf Coast. 
+In addition to its main terminal located at the Port, Jefferson Terminal has an approximately 596-acre industrial property and port terminal complex located in Nederland, Texas (“Jefferson Terminal South”). The Jefferson Terminal South complex is equipped with barge docks, a deep-water ship dock, and rail facilities capable of handling multiple specialty chemicals including ammonia 
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+and aniline. Jefferson Terminal owns approximately 544 acres of the land at Jefferson Terminal South and leases an additional 52 acres. Further to the success of the public-private build-out of its primary terminal location, Jefferson Terminal conveyed a 52-acre waterfront area of Jefferson Terminal South to the Port for purposes of development, with the grant by the Port of a long-term lease of the land and assets to Jefferson Terminal. Under the lease, Jefferson Terminal develops and operates the property. 
+Jefferson Terminal is currently constructing a new ship dock at Jefferson Terminal South to handle blue ammonia for an adjacently-located customer under a 15-year throughput agreement. Jefferson Terminal is also currently exploring multiple opportunities for future development at Jefferson Terminal South. At the main terminal location, Jefferson Terminal’s recent expansion projects included the construction of a second ship dock, which was completed in 2023, as well as the completion of 10 new tanks and related infrastructure, representing approximately 1.9 million barrels of storage capacity. In response to customer demand, Jefferson Terminal is currently undertaking a project that will equip an existing, operational 14-mile crude oil pipeline with bi-directional flow capability, enabling Jefferson Terminal’s customers to access light crude oil volumes from multiple sources. 
+In addition to its activities at the Jefferson Terminal main location and Jefferson Terminal South, Jefferson Terminal owns several other energy and infrastructure-related assets, including 299 tank railcars for the purpose of leasing to third parties; pipeline rights-of-way; as well as an approximately 50-acre property with inter-coastal waterway access. These assets can be deployed or developed in the future to meet market demands for transportation and logistics, and if successfully deployed or developed, may represent additional opportunities to generate stable, recurring cash flow. 
+Repauno 
+During 2016, through Delaware River Partners LLC (“DRP”), a consolidated subsidiary, FTAI purchased the assets of Repauno, which consisted primarily of land, a storage cavern, and riparian rights for the acquired land, site improvements and rights. We currently hold an approximately 98% economic interest, and a 100% voting interest in DRP. DRP is solely reliant on us to finance its activities and therefore is a variable interest entity (“VIE”). We concluded that we are the primary beneficiary; accordingly, DRP has been presented on a consolidated basis in the accompanying financial statements. 
+As one of the newest marine terminals on the Delaware River, Repauno is uniquely positioned as a premier multimodal facility on the Atlantic Seaboard. The deep-water terminal is located on 1,600 acres in Gibbstown, New Jersey with underground granite storage cavern infrastructure, a multipurpose dock and convenient truck access to two major interstate highways. 
+Shortly after the end of 2020, DRP completed its state-of-the-art rail-to-ship transloading system. This allows DRP to load or unload Liquified Petroleum Gas (“LPG”) marine vessels from its new wharf, including 10 fully refrigerated LPG marine vessels loaded in 2024. As one of the newest marine terminals on the Delaware River, Repauno is designed to safely and efficiently handle a wide variety of freight, providing critical logistics services to a multitude of industrial segments. In addition, Repauno is expanding its storage and transloading capacity, and pursuing accretive sustainable energy projects such as the export of green hydrogen and the development of a recycling facility on-site (see discussion of Clean Planet USA below). 
+The following primarily comprise our Power and Gas business: 
+Long Ridge Energy & Power 
+During 2017, through Ohio River Partners Shareholder LLC (“ORP”), a consolidated subsidiary, FTAI purchased 100% of the interests in the assets of Long Ridge Energy & Power LLC (“Long Ridge”), which consisted primarily of land, buildings, railroad track, docks, water rights, site improvements and other rights. In December 2019, ORP contributed its equity interests in Long Ridge into Long Ridge Terminal LLC and sold a 49.9% interest to Labor Impact Fund L.P., an investment fund managed by GCM Grosvenor, for $150 million in cash. 
+As a result of the sale of the interest noted above, the Company decreased its interest and no longer controlled Long Ridge but retained significant influence, and therefore used the equity method of accounting to account for its investment. 
+In October 2021, Long Ridge completed its construction of its now fully functional 485-megawatt combined-cycle power plant at the site and the associated plans to self-supply the natural gas fuel requirements for the plant. Long Ridge operates one of the Appalachian Basin’s leading multimodal energy terminals, with nearly 300 acres of flat land, two barge docks on the Ohio River, a unit-train-capable loop track and direct highway access. 
+Long Ridge continues to evaluate opportunities to deploy its assets for sustainable and traditional energy projects and other value-driving enterprises, including artificial intelligence data centers. 
+Long Ridge continues to explore its ability to eventually run its power plant on carbon-free hydrogen. In collaboration with General Electric, Long Ridge has test-blended carbon-free hydrogen as a fuel and intends to continue testing to increase that blend over time by blending hydrogen in the gas stream and transitioning the plant to be capable of burning 100% green hydrogen over the next decade. In April 2022, Long Ridge became the first large scale gas power plant in the U.S. to test blend hydrogen as a fuel. This is also the first GE-H class turbine in the world to achieve this milestone. Long Ridge has continued to evaluate opportunities for plant integration of hydrogen blending and to ensure safe and reliable industrial practices. For initial testing of hydrogen blending, Long Ridge has access to nearby industrial byproduct hydrogen. For the production of green hydrogen through electrolysis, Long Ridge has direct access to water from the Ohio River. 
+During 2022, Long Ridge West Virginia LLC (“Long Ridge WV”) purchased rights to natural gas properties in West Virginia. Long Ridge WV is focusing on energy and gas development in the West Virginia region. 
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+On February 19, 2025, Long Ridge completed a comprehensive refinancing of its business, which included the issuance of $1.0 billion of debt securities which were used to: 1) repay existing outstanding indebtedness, 2) terminate certain power swap agreements and reprice two others at significantly higher prices, 3) pay fees and expenses associated with the refinancing, 4) fund certain reserve accounts and 5) fund general corporate purposes. Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 25, 2025 for further information on the refinancing. As part of the refinancing, Long Ridge WV, a company owned by us and Labor Impact Fund L.P. in the same proportion as Long Ridge, was contributed to Long Ridge Energy LLC, a 100% owned subsidiary of Long Ridge, as part of the refinancing. 
+On February 26, 2025, we repurchased from Labor Impact Fund L.P. its 49.9% interest for certain equity and debt securities along with cash. Accordingly, commencing in the first quarter of 2025, we will be fully consolidating the assets, liabilities and results of operations into our financial statements. Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for further information on the acquisition of the remaining 49.9% interest. 
+The following primarily comprise our Sustainability and Energy Transition business: 
+Aleon and Gladieux 
+In September 2021, FTAI acquired 1% of the Class A shares and 50% of the Class B shares of GM-FTAI Holdco LLC for $52.5 million. GM-FTAI Holdco LLC owns a 100% interest in Gladieux and Aleon. Gladieux specializes in recycling spent catalyst produced in the petroleum refining industry. Aleon plans to develop a lithium-ion battery recycling business across the United States. Each planned location will collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market. Aleon and Gladieux are governed by separate boards of directors. Due to an internal reorganization of GM-FTAI Holdco LLC in June 2022, we now own a 27.4% indirect equity interest in each of Gladieux and Aleon. 
+Clean Planet USA 
+On November 19, 2021, FTAI and UK green-tech company Clean Planet Energy announced the formation of a joint venture partnership to develop Clean Planet USA ecoPlants in key North American markets. The first Clean Planet USA ecoPlant is under development at the Repauno Port & Rail Terminal in Gibbstown, New Jersey, where the plant is planned to initially process 20,000 tons of waste plastics each year. In addition, the Clean Planet USA business development team is advancing multiple additional projects with agreements in place for plastic-waste supply in Alabama, Texas, Florida, the Dominican Republic, and other North American markets. 
+Clean Planet USA ecoPlants are green recycling facilities that convert traditionally non-recyclable waste plastics into ultra-clean fuels and oils, and circular naphtha to support the manufacture of new plastics. An ecoPlant can accept and process plastics from all classifications, including those which are almost always rejected by traditional recycling centers and sent to landfill or incineration. 
+CarbonFree 
+In December 2021, FTAI purchased $10 million in convertible notes of CarbonFree. CarbonFree has developed patented technologies to capture carbon dioxide from industrial emissions sources and convert it to usable and storable products. 
+Long Ridge-Newlight AirCarbon Facility 
+On June 24, 2022, Long Ridge and certain of its subsidiaries entered into agreements with a wholly owned, direct subsidiary of Newlight Technologies, Inc. (“Newlight”), whereby Long Ridge will lease land and sell power and gas. Newlight has developed a technology to produce AirCarbon, a naturally occurring, carbon-negative molecule called PHB that performs like plastic, but biologically degrades in natural environments. The agreements are subject to certain conditions, including that the board of directors of Newlight will make the final investment decision regarding whether to proceed with the development of the project. 
+Our other opportunistic investments include: 
+FYX 
+In July 2020, FTAI invested $1.3 million for a 14% interest in an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries. FYX has developed a mobile and web-based application that connects fleet managers, owner-operators, and drivers with repair vendors to efficiently and reliably quote, dispatch, monitor, and bill comprehensive roadside and fleet repair services. In May 2022, FTAI purchased an additional 51% interest in FYX from an unrelated third party for cash consideration of $4.6 million, which resulted in our ownership of a majority stake in the entity and consolidation of the entity, and subsequently purchased an additional approximate 1% interest in FYX for cash consideration of $0.1 million. In March 2023, we purchased the remaining non-controlling interest of FYX from an affiliate of our Manager for a purchase price of $4.4 million. This resulted in 100% ownership in FYX and the elimination of any non-controlling interest. FYX is currently presented as part of the Corporate and Other segment. 
+Asset Management 
+Our Manager actively manages and monitors our portfolios of assets on an ongoing basis, and in some cases engages third parties to assist with the management of those assets. Our Manager frequently reviews the status of all of our assets. In the case of operating infrastructure, our Manager plays a central role in developing and executing operational, finance and business 
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+development strategies. On a periodic basis, our Manager discusses the status of our acquired assets with our board of directors. 
+In some situations, we may acquire assets through a joint venture entity or own a minority position in an investment entity. In such circumstances, we will seek to protect our interests through appropriate levels of board representation, minority protections and other structural enhancements. 
+While we expect to hold our assets for extended periods of time, we and our Manager continually review our assets to assess whether we should sell or otherwise monetize them. Aspects that will factor into this process include relevant market conditions, the asset’s age, relative concentration or remaining expected useful life. 
+Customers 
+Our customers consist of global industrial and energy companies, including corporations that refine crude oil and trade petroleum products, manufacturers and local electricity markets and traders. We maintain ongoing relationships and discussions with our customers and seek to have consistent dialogue. In addition to helping us monitor the needs and quality of our customers, we believe these relationships help source additional opportunities and gain insight into attractive opportunities in the infrastructure sectors. A substantial portion of our revenue has historically been derived from a small number of customers. As of and for the year ended December 31, 2024, our largest customer accounted for 50% of our revenue and 34% of total accounts receivable, net. We derive a significant percentage of our revenue within specific sectors from a limited number of customers. However, we do not think that we are dependent upon any particular customer without minimum volume commitments, or that the loss of one or more of them would have a material adverse effect on our business or the relevant segment, because of our ability to replace the customers at similar contractual terms following the loss of any such customer. See “Risk Factors—Contractual defaults may adversely affect our business, prospects, financial condition, results of operations and cash flows by decreasing revenues and increasing storage, positioning, collection, recovery and lost equipment expenses.” 
+Competition 
+The business of acquiring, managing and marketing infrastructure assets is highly competitive. Market competition for acquisition opportunities includes traditional infrastructure companies, commercial and investment banks, as well as a growing number of non-traditional participants, such as hedge funds, private equity funds, and other private investors. 
+Additionally, the markets for our products and services are competitive, and we face competition from a number of sources. These competitors include companies in the midstream energy business, terminal operators and those involved in the transportation of bulk goods. 
+We compete with other market participants on the basis of industry knowledge, availability of capital and deal structuring experience and flexibility, among other things. We believe our Manager’s experience in the infrastructure industry and our access to capital, in addition to our focus on diverse asset classes and customers, provides a competitive advantage versus competitors that maintain a single sector focus. 
+Governmental Regulations 
+We are subject to federal, state, local and foreign laws and regulations relating to the protection of the environment, including those governing the discharge of pollutants to air and water, the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites and noise and emission levels. Under some environmental laws in the United States and certain other countries, strict liability may be imposed on the owners or operators of assets, which could render us liable for environmental and natural resource damages without regard to negligence or fault on our part. In addition, changes to environmental standards or regulations in the industries in which we operate could limit the economic life of the assets we acquire or reduce their value, and also require us to make significant additional investments in order to maintain compliance. 
+Sustainability 
+Our ongoing sustainable solutions and investments in our business include the following: 
+• Waste plastic to renewable fuel . In November 2021, FTAI announced a joint venture with Clean Planet Energy, a UK-based green tech company, that aims to develop Clean Planet Energy USA ecoPlants in key North American markets. The ecoPlants will be designed to convert non-recyclable waste plastics (which are typically destined for landfill) into ultra-clean fuels and oils to support the manufacture of new plastics. The first facility is under development at Repauno in Gibbstown, New Jersey, and is expected to initially process 20,000 tons of waste plastics each year. 
+• Lithium-ion battery recycling . In September 2021, FTAI acquired a significant interest in Aleon and Gladieux. Aleon plans to develop a lithium-ion battery recycling business across the United States. Each planned location is anticipated to collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market. Gladieux specializes in recycling spent catalyst produced in the petroleum refining industry. Aleon’s initial battery recycling plant is planned to be build-out at the Freeport site owned by Gladieux, leveraging its existing assets and infrastructure. At full ramp, the plant is expected to process approximately 110,000 tons of spent lithium-ion batteries each year. 
+• Hydrogen-fueled power plant . In October 2020, Long Ridge, located in Hannibal, Ohio, announced its plan to transition its 485-megawatt combined-cycle power plant to run on carbon-free hydrogen, in collaboration with General 
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+Electric, Kiewit Power Constructors Co., Black & Veatch and NAES Corporation. In April 2022, Long Ridge became the first large scale gas power plant in the U.S. to blend hydrogen as a fuel. This is also the first GE-H class turbine in the world to achieve this milestone. The plant is anticipated to be transitioned to be capable of burning 100% green hydrogen over the next decade. 
+• Carbon capture . In December 2021, FTAI invested in CarbonFree, whose operations are intended to capture carbon from industrial emitters and convert it to beneficial products that also sequester the carbon permanently. 
+Human Capital Management 
+Our Manager provides a management team and other professionals who are responsible for implementing our business strategy and performing certain services for us, subject to oversight by our board of directors. As of December 31, 2024, we have approximately 670 employees at our subsidiaries across our business segments, approximately 340 of whom are party to collective bargaining agreements. We consider our relationship with our employees to be good and we focus heavily on employee engagement. We have invested substantial time and resources into building our team, and our human capital management objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees. To facilitate attraction and retention, we strive to create a diverse, inclusive, and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by strong compensation and benefits programs. 
+Conflicts of Interest 
+Although we have established certain policies and procedures designed to mitigate conflicts of interest, there can be no assurance that these policies and procedures will be effective in doing so. It is possible that actual, potential or perceived conflicts of interest could give rise to investor dissatisfaction, litigation or regulatory enforcement actions. Below is a summary of certain factors that could result in conflicts of interest. 
+One or more of our officers and directors have responsibilities and commitments to entities other than us, including, but not limited to, FTAI. In addition, we do not have a policy that expressly prohibits our directors, officers, security holders or affiliates from engaging for their own account in business activities of the types conducted by us. Moreover, our certificate of incorporation provides that if any of FTAI, Fortress or Mubadala and their respective affiliates, including the Manager (the “Fortress Parties”), or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity for us, they have no duty, to the fullest extent permitted by law, to offer such corporate opportunity to us. In the event that any of our directors and officers who is also a director, officer or employee of any of the Fortress Parties acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as a director or officer of us and such person acts in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duties owed to us and is not liable to us, to the fullest extent permitted by law, if any of the Fortress Parties or their respective affiliates, pursues or acquires the corporate opportunity or if such person does not present the corporate opportunity to us. See “Risk Factors—Risks Related to Our Manager—There are conflicts of interest in our relationship with our Manager.” 
+Our key agreements, including our Management Agreement, were negotiated among related parties, and their respective terms, including fees and other amounts payable, may not be as favorable to us as terms negotiated on an arm’s-length basis with unaffiliated parties. 
+The structure of the Manager’s compensation arrangement may have unintended consequences for us. We have agreed to pay our Manager a management fee that is not tied to our performance and incentive compensation that is based entirely on our performance. The management fee may not sufficiently incentivize our Manager to generate attractive risk-adjusted returns for us, while the performance-based incentive compensation component may cause our Manager to place undue emphasis on the maximization of earnings, including through the use of leverage, at the expense of other objectives, such as preservation of capital, to achieve higher incentive distributions. Since investments with higher yield potential are generally riskier or more speculative than investments with lower yield potential, this could result in increased risk to the value of our portfolio of assets and your investment in us. 
+We may compete with entities affiliated with or managed by our Manager or Fortress for certain assets that we may seek to acquire. From time to time, entities affiliated with or managed by our Manager or Fortress may focus on investments in assets with a similar profile as our target assets. These affiliates may have meaningful purchasing capacity, which may change over time depending upon a variety of factors, including, but not limited to, available equity capital and debt financing, market conditions and cash on hand. Fortress has funds invested in transportation-related infrastructure with approximately $3.9 billion in investments in aggregate as of December 31, 2024 and 2023. Fortress funds generally have a fee structure similar to the structure of the fees in our Management Agreement, but the fees actually paid vary depending on the size, terms and performance of each fund. 
+Our Manager may determine, in its discretion, to make a particular investment through an investment vehicle other than us. Investment allocation decisions will reflect a variety of factors, such as a particular vehicle’s availability of capital (including financing), investment objectives and concentration limits, legal, regulatory, tax and other similar considerations, the source of the investment opportunity and other factors that the Manager, in its discretion, deems appropriate. Our Manager does not have an obligation to offer us the opportunity to participate in any particular investment, even if it meets our investment objectives. 
+13 
+Where Readers Can Find Additional Information 
+FTAI Infrastructure Inc. is a Delaware corporation. Our principal executive offices are located at 1345 Avenue of the Americas, New York, New York 10105. FTAI Infrastructure Inc. files annual, quarterly and current reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC. Our SEC filings are available to the public from the SEC’s internet site at http://www.sec.gov. 
+Our internet site is http://www.fipinc.com. We will make available free of charge through our internet site our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf of directors and executive officers and any amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Also posted on our website in the ‘‘Investor Relations - Corporate Governance’’ section are charters for our Audit Committee, Compensation Committee, Nominating Committee, as well as our Corporate Governance Guidelines, Code of Ethics for our officers, and our Code of Business Conduct and Ethics governing our directors, officers and employees. Information on, or accessible through, our website is not a part of, and is not incorporated into, this report.

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+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+101

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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
+0001899883,FIP,FTAI Infrastructure Inc.,2025,10-K,2026-03-16,2025-12-31,2026-03-16T13:29:10.000Z,0001899883-26-000015,ftai-20251231.htm,10-K,24776533,1,1,https://www.sec.gov/Archives/edgar/data/1899883/000189988326000015/ftai-20251231.htm,https://www.sec.gov/Archives/edgar/data/1899883/000189988326000015/

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+Item 1. Business 
+Our Company 
+FTAI Infrastructure Inc. (“we”, “us”, “our”, or the “Company”) is in the business of acquiring, developing and operating assets and businesses that represent critical infrastructure for customers in the transportation, energy and industrial products industries. We were formed on December 13, 2021 as FTAI Infrastructure LLC, a Delaware limited liability company and subsidiary of FTAI Aviation Ltd. (previously Fortress Transportation and Infrastructure Investors LLC; “FTAI” or “Former Parent”). We are a publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.” 
+Our operations consist of four primary business lines: (i) Railroad, (ii) Ports and Terminals, (iii) Power and Gas and (iv) Sustainability and Energy Transition. Our Railroad business primarily invests in and operates short line and regional railroads in North America. Our Ports and Terminals business, consisting of our Jefferson Terminal and Repauno segments, develops or acquires industrial properties in strategic locations that store and handle for third parties a variety of energy products including crude oil, refined products and clean fuels. Our Power and Gas business develops and operates facilities, such as a 485-megawatt power plant at the Long Ridge terminal in Ohio, that leverage the property’s location and key attributes to generate incremental value. Our Sustainability and Energy Transition business focuses on investments in companies and assets that utilize green technology, produce sustainable fuels and products or enable customers to reduce their carbon footprint. For the year ended December 31, 2025, our Railroad business accounted for 34% of our total revenue, our Ports and Terminals business accounted for 19% of our total revenue and our Power and Gas business accounted for 36% of our total revenue. Corporate and other sources accounted for the remaining 11% of our total revenue. 
+We target sectors that we believe value strong long-term growth potential and proactively seek investment opportunities within those sectors that we believe will generate strong risk-adjusted returns. We take an opportunistic approach—targeting assets that are distressed or undervalued, or where we believe we can add value through active management, without heavy reliance on the use of financial leverage to generate returns. We also seek to develop incremental opportunities to deploy capital through follow-on investments in our existing assets in order to grow our earnings and create value. While leverage on any individual asset may vary, we target overall corporate leverage for our assets on a consolidated basis of no greater than 50% of our total capital. 
+We expect to continue to invest in such market sectors and pursue additional investment opportunities in other infrastructure businesses and assets we believe to be attractive and meet our investment objectives. Our team focuses on acquiring a diverse group of long-lived assets or operating businesses that provide mission-critical services or functions to infrastructure networks and typically have high barriers to entry, strong margins, stable cash flows and upside from earnings growth and asset appreciation driven by increased use and inflation. We believe that there are a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today’s marketplace, will allow us to take advantage of these opportunities. As of December 31, 2025, we had total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $944.0 million. 
+Our Strategy 
+We invest across a number of major sectors including rail, energy, intermodal transport and ports and terminals, and we may pursue acquisitions in other areas as and when opportunities arise in the future. In general, we seek to own a diverse mix of high-quality infrastructure facilities, operations and equipment within our target sectors that generate predictable cash flows in markets that we believe provide the potential for strong long-term growth and attractive returns on deployed capital. We believe that by investing in a diverse mix of assets across sectors, we can select from among the best risk-adjusted investment opportunities, while avoiding overconcentration in any one segment, further adding to the stability of our business. 
+We take a proactive investment approach by identifying key secular trends as they emerge within our target sectors and then pursuing what we believe are the most compelling opportunities within those sectors. We look for unique investments, including assets that are distressed or undervalued, or where we believe that we can add value through active management. We consider investments across the size spectrum, including smaller opportunities often overlooked by other investors, particularly where we believe we may be able to grow the investment over time. We believe one of our strengths is our ability to create attractive follow-on investment opportunities and deploy incremental capital within our existing portfolio. We have several such opportunities currently identified, including significant potential for future investment at our Jefferson Terminal, Repauno and Long Ridge sites, in addition to our other assets, as discussed below. 
+Our Manager has significant prior experience in all of our target sectors, as well as a network of industry relationships, that we believe positions us well to make successful acquisitions and to actively manage and improve operations and cash flows of our existing and newly-acquired assets. These relationships include senior executives at lessors and operators, end users of transportation and infrastructure assets, as well as banks, lenders and other asset owners. 
+We have a robust current pipeline of potential investment opportunities. This current pipeline consists of opportunities for renewable and non-renewable energy, intermodal, rail and port-related investments. 
+7 
+Asset Acquisition Process 
+Our strategy is to acquire assets that we believe are essential to global infrastructure. We acquire assets that are used by major operators of infrastructure networks. We seek to acquire assets and businesses that we believe operate in sectors with long-term macroeconomic growth opportunities and that have significant cash flow and upside potential from earnings growth and asset appreciation. 
+We approach markets and opportunities by first developing an asset acquisition strategy with our Manager and then pursuing optimal opportunities within that strategy. In addition to relying on our own experience, we source new opportunities through our Manager’s network of industry relationships in order to find, structure and execute attractive acquisitions. We believe that sourcing assets both globally and through multiple channels will enable us to find the most attractive opportunities. We are selective in the assets we pursue and efficient in the manner in which we pursue them. 
+Once attractive opportunities are identified, our Manager performs detailed due diligence on each of our potential acquisitions. Due diligence on each of our assets always includes a comprehensive review of the asset itself as well as the industry and market dynamics, competitive positioning, and financial and operational performance. Where appropriate, our Manager conducts physical inspections, a review of the credit quality of each of our counterparties, the regulatory environment, and a review of all material documentation. In some cases, third-party specialists are hired to physically inspect and/or value the target assets. 
+We and our Manager also spend a significant amount of time on structuring our acquisitions to minimize risks while also optimizing expected returns. We employ what we believe to be reasonable amounts of leverage in connection with our acquisitions. In determining the amount of leverage for each acquisition, we consider a number of characteristics, including, but not limited to, the existing cash flow, the length of the lease or contract term, and the specific counterparty. 
+Management Agreement 
+We are externally managed by our Manager, an affiliate of Fortress, which has a dedicated team of experienced professionals focused on the acquisition of infrastructure assets since 2002. On December 27, 2017, SoftBank completed its acquisition of Fortress. On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress from Softbank. While Fortress’s senior investment professionals are expected to remain at Fortress, including those individuals who perform services for us, there can be no assurance that the transaction will not have an adverse impact on us or our relationship with our Manager. 
+Pursuant to the terms of the management agreement with our Manager (the “Management Agreement”), our Manager provides a management team and other professionals who are responsible for implementing our business strategy and performing certain services for us, subject to oversight by our board of directors. Our Management Agreement has an initial six-year term and is automatically renewed for one-year terms thereafter unless terminated either by us or our Manager. For its services, our Manager is entitled to receive a management fee from us, payable monthly, that is based on the average value of our total equity (including redeemable preferred stock, but excluding non-controlling interests) determined on a consolidated basis in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) as of the last day of the two most recently completed months multiplied by an annual rate of 1.50%. In addition, we are obligated to reimburse certain expenses incurred by our Manager on our behalf. 
+Our Portfolio 
+The following primarily comprise our Railroad business: 
+Transtar 
+Transtar is comprised of six short-line freight railroads and one switching company: the Gary Railway Company, Indiana; The Lake Terminal Railroad Company, Ohio; East Ohio Valley Railroad Company, Ohio; Fairfield Southern Company Inc., Alabama; Delray Connecting Railroad Company, Michigan; Texas & Northern Railroad Company, Texas; and the Union Railroad Company LLC, Pennsylvania. Gary Railway Company, Indiana and Union Railroad Company LLC, Pennsylvania connect to two of U.S. Steel Corporation’s (“USS”) largest production facilities in North America. 
+FTAI and USS also entered into an exclusive strategic rail partnership under which we will provide rail service to USS for an initial term of 15 years with minimum volume commitments for the first five years. Through operational improvements and potential long-term development projects, we intend to enhance performance of under-utilized Transtar assets. 
+Acquisition of Transtar 
+On July 28, 2021, FTAI completed the purchase of 100% of the equity interests of Transtar, which was a wholly owned short-line railroad subsidiary of USS, for a cash purchase price of $640.0 million, subject to certain customary adjustments set forth in the Transtar Purchase Agreement (the “Transtar Acquisition”). As of December 31, 2025, Transtar has approximately 410 employees, of which approximately 340 are subject to collective bargaining agreements. 
+Railway Services Agreement 
+On July 28, 2021, in connection with the closing of the Transtar Acquisition, Transtar, certain Transtar subsidiaries (together with Transtar, the “Transtar Parties”), and USS entered into a railway services agreement (the “Railway Services Agreement”). Under the Railway Services Agreement, for an initial term of 15 years from and after the closing of the Transtar Acquisition, Transtar will 
+8 
+continue to provide USS with rail haulage, switching and transportation services at USS’s facilities in and around Gary, Indiana, Pittsburgh, Pennsylvania, Fairfield, Alabama, Ecorse, Michigan, Lorain, Ohio and Lone Star, Texas, including but not limited to: railcar maintenance and repair services, locomotive maintenance, inspection and repair services, maintenance-of-way services, car management services, and rail and material handling services. The first five years of the Railway Services Agreement term contain the following minimum annual dollar value requirements: (i) from the closing until the first anniversary, $85.8 million, (ii) from the first anniversary until the second anniversary, $92.3 million, (iii) from the second anniversary until the third anniversary, $94.5 million, (iv) from the third anniversary until the fourth anniversary, $103.5 million and (v) from the fourth anniversary until the fifth anniversary, $106.5 million. 
+The Wheeling Corporation 
+The Wheeling Corporation (“Wheeling”) is a holding company that owns and operates the Wheeling and Lake Erie Railway and the Akron Barberton Cluster Railway (together, “W&LE”). W&LE is a regional freight railroad headquartered in Brewster, Ohio, and is one of the largest regional freight railroads in the United States. It plays a critical role in freight transportation for approximately 250 customers across Ohio, Pennsylvania, West Virginia and Maryland. 
+W&LE operates on more than 1,000 miles of track and serves a diverse range of industries in some of the largest industrial markets in the country. It handles over 124,000 carloads annually, shipping commodities such as energy products, aggregates, chemicals, grain, plastics, and other industrial and agricultural goods. The railroad serves as critical infrastructure for the distribution of natural gas liquids from production facilities in Ohio and Pennsylvania to domestic and international markets. It is also essential to the local supply chain for limestone and other aggregates. 
+Wheeling owns a fleet of 92 locomotives, owns or leases approximately 1,600 railcars, operates across 17 rail yards, and has a large-scale locomotive repair facility in Brewster, Ohio. Wheeling generates ancillary revenue through right-of-way lease income, car storage (with approximately 1,000 storage spots), oil and gas royalties, and various switching and repair & maintenance services. The railroad has national reach through its 29 interchanges with connecting railroads, including 13 interchanges with three Class I railroads and 16 interchanges with 15 different short line railroads, including two with Transtar’s Union Railroad. 
+Acquisition of Wheeling 
+On August 25, 2025, we completed the purchase of 100% of the issued and outstanding capital stock of Wheeling, for a purchase price of $1.05 billion, subject to certain customary adjustments set forth in the stock purchase agreement (the “Wheeling Acquisition”), and, after receiving U.S. Surface Transportation Board (the “STB”) approval of the transaction, we took full control of Wheeling on December 26, 2025. See Note 3 for additional details related to the acquisition of Wheeling. As of December 31, 2025, Wheeling has approximately 420 employees, of which approximately 300 are subject to collective bargaining agreements. 
+The following primarily comprise our Ports and Terminals business: 
+Jefferson Terminal 
+Jefferson Terminal develops, owns and operates port terminals in southeast Texas, on the U.S. Gulf Coast. Jefferson Terminal’s largest capacity port terminal is located at the Port of Beaumont, which is a deep-water port complex on the Sabine-Neches Waterway and among the busiest cargo ports in the United States (the “Port”). Jefferson Terminal leases 185 developed or developable waterfront acres from the Port. As part of the lease, Jefferson Terminal holds an exclusive right to operate as the sole handler of liquid hydrocarbons at the Port. 
+On its leased land, Jefferson Terminal has developed a large multi-modal crude oil and refined products storage, transloading and handling terminal. As part of a public-private strategy for the terminal build-out, the terminal improvements located on the Port’s land are generally owned by the Port, and operated and managed by Jefferson Terminal under a long-term lease. Some terminal improvements and equipment at the Port are owned by Jefferson Terminal and Jefferson Terminal also owns and operates various facilities and assets located outside of the Port’s land, including pipelines for transportation of crude oil and refined products into and out of the terminal. 
+Due to the success of this integrated public-private build-out approach, Jefferson Terminal’s main port terminal has a unique combination of six rail loop tracks with direct rail service from three Class I railroads, multiple direct pipeline connections to major refineries and interstate pipeline systems, three docks for loading and unloading barges and deep-water marine vessels, 6.2 million barrels of heated and unheated storage tanks, and facilities that are equipped to handle multiple types of products, including refined products and both light and heavy grade crude oils (with the ability to heat heavy crude for unloading prior to storing and blending), coupled with a prime location in the heart of a region that is home to refineries collectively representing an estimated 2.7 million barrels per day of refining capacity. 
+Its prime location and extensive optionality make Jefferson Terminal’s main port terminal well suited to provide logistics solutions to customers that include regional and global refiners, with the ability to offer a suite of services including heating, blending, storage, and multi-modal receipt and redelivery. At this location, Jefferson Terminal handles, stores, and blends light and heavy crudes received by pipeline, rail or waterborne transportation from most major North American production markets, including the Uinta Basin, the Permian Basin, and Western Canada, for onward transportation to domestic destinations and international markets; as well as storing and handling refined products, including automotive gasoline, diesel fuel, and other products, destined for domestic and foreign markets in North and South America. 
+9 
+Heavy crude oils, such as those produced in Utah and Western Canada, are in high demand on the Gulf Coast, as many of these refineries are specifically configured to process heavier feedstocks. As the production of North American heavy crude grows, the resulting high demand for infrastructure capable of handling this type of crude provides opportunities for well-positioned Gulf Coast terminals. Increased production of North American heavy crude in excess of existing takeaway capacity is expected to increase demand for crude-by-rail transportation to the Gulf Coast, as the high viscosity of heavy and waxy crude makes it well-suited for transport by rail (as opposed to pipeline). Jefferson Terminal’s main location is one of only a few terminals on the Gulf Coast that has heated rail unloading systems specifically capable of handling these heavier grades of crude received by rail. 
+International demand for U.S.-sourced refined products continues to increase. This has spurred a rapid need for rail and marine terminal facilities, as well as storage capacity on both sides of the U.S.-Mexico border and other locations in Latin America. To meet such increased demand, Jefferson Terminal, utilizing the flexibility of the facilities at its main terminal location, operates a refined products export system consisting of receiving several grades of refined products by direct pipeline connections from a large area refinery and from inland barge, storing the various products in 20 tanks with a combined capacity of approximately 3.2 million barrels, and loading the products to ships, barges, and unit trains via its rail facilities consisting of a 20 spot rail car loading system with the capacity to load approximately 70,000 barrels per day. The capabilities and optionality provided by its facilities, illustrated by this current functionality, make Jefferson Terminal’s main location one of the premier international refined products export terminals in the U.S. Gulf Coast. 
+In addition to its main terminal located at the Port, Jefferson Terminal has an approximately 605-acre industrial property and port terminal complex located in Nederland, Texas (“Jefferson Terminal South”). The Jefferson Terminal South complex is equipped with barge docks, a deep-water ship dock, and rail facilities capable of handling multiple specialty chemicals including ammonia and aniline. Jefferson Terminal owns approximately 553 acres of the land at Jefferson Terminal South and leases an additional 52 acres. Further to the success of the public-private build-out of its primary terminal location, Jefferson Terminal conveyed a 52-acre waterfront area of Jefferson Terminal South to the Port for purposes of development, with the grant by the Port of a long-term lease of the land and assets to Jefferson Terminal. Under the lease, Jefferson Terminal develops and operates the property. 
+Jefferson Terminal has developed a new ship dock at Jefferson Terminal South to handle blue ammonia for adjacently-located customers under 15-year throughput agreements. Jefferson Terminal is also currently exploring multiple opportunities for future development at Jefferson Terminal South. At the main terminal location, Jefferson Terminal’s recent expansion projects included the construction of a second ship dock, which was completed in 2023, as well as the completion of 10 new tanks and related infrastructure, representing approximately 1.9 million barrels of storage capacity. In response to customer demand, Jefferson Terminal is currently undertaking a project that will equip an existing, operational 14-mile crude oil pipeline with bi-directional flow capability, enabling Jefferson Terminal’s customers to access light crude oil volumes from multiple sources. 
+In addition to its activities at the Jefferson Terminal main location and Jefferson Terminal South, Jefferson Terminal owns several other energy and infrastructure-related assets, including 299 tank railcars for the purpose of leasing to third parties; pipeline rights-of-way; as well as an approximately 50-acre property with inter-coastal waterway access. These assets can be deployed or developed in the future to meet market demands for transportation and logistics, and if successfully deployed or developed, may represent additional opportunities to generate stable, recurring cash flow. 
+Repauno 
+During 2016, through Delaware River Partners LLC (“DRP”), a consolidated subsidiary, FTAI purchased the assets of Repauno, which consisted primarily of land, a storage cavern, and riparian rights for the acquired land, site improvements and rights. We currently hold an approximately 98% economic interest, and a 100% voting interest in DRP. Prior to completion of our debt offering at Repauno in May 2025 (refer to Note 8 for additional details), DRP was solely reliant on us to finance its activities and therefore is a variable interest entity (“VIE”). We concluded that we were the primary beneficiary and, accordingly, DRP was presented on a consolidated basis in the accompanying financial statements. Due to the debt offering at Repauno in May 2025, Repauno is sufficiently capitalized, and therefore, is no longer considered a VIE; this change in classification does not have a financial impact on the Company’s financial statements. 
+As one of the newest marine terminals on the Delaware River, Repauno is uniquely positioned as a premier multimodal facility on the Atlantic Seaboard. The deep-water terminal is located on 1,600 acres in Gibbstown, New Jersey with underground granite storage cavern infrastructure, a multipurpose dock and convenient truck access to two major interstate highways. 
+Shortly after the end of 2020, DRP completed its state-of-the-art rail-to-ship transloading system. This allows DRP to load or unload Liquified Petroleum Gas (“LPG”) marine vessels from its new wharf, including 17 fully refrigerated LPG marine vessels loaded in 2025. As one of the newest marine terminals on the Delaware River, Repauno is designed to safely and efficiently handle a wide variety of freight, providing critical logistics services to a multitude of industrial segments. In addition, Repauno is expanding its storage and transloading capacity, and pursuing accretive sustainable energy projects such as the export of green hydrogen. 
+The following primarily comprise our Power and Gas business: 
+Long Ridge Energy & Power 
+During 2017, through Ohio River Partners Shareholder LLC (“ORP”), a consolidated subsidiary, FTAI purchased 100% of the interests in the assets of Long Ridge Energy & Power LLC (“Long Ridge”), which consisted primarily of land, buildings, railroad track, docks, water rights, site improvements and other rights. In December 2019, ORP contributed its equity interests in Long 
+10 
+Ridge into Long Ridge Terminal LLC and sold a 49.9% interest to Labor Impact Fund L.P., an investment fund managed by GCM Grosvenor, for $150 million in cash. 
+As a result of the sale of the interest noted above, the Company decreased its interest and no longer controlled Long Ridge but retained significant influence, and therefore used the equity method of accounting to account for its investment. 
+In October 2021, Long Ridge completed the construction of its now fully functional 485-megawatt combined-cycle power plant at the site and the associated plans to self-supply the natural gas fuel requirements for the plant. Long Ridge operates one of the Appalachian Basin’s leading multimodal energy terminals, with nearly 300 acres of flat land, two barge docks on the Ohio River, a unit-train-capable loop track and direct highway access. 
+Long Ridge continues to evaluate opportunities to deploy its assets for sustainable and traditional energy projects and other value-driving enterprises, including artificial intelligence data centers. 
+Long Ridge continues to explore its ability to eventually run its power plant on carbon-free hydrogen. In April 2022, Long Ridge, in collaboration with General Electric, became the first large scale gas power plant in the U.S. to test blend hydrogen as a fuel and has continued to evaluate opportunities for plant integration of hydrogen blending and to ensure safe and reliable industrial practices. 
+During 2022, Long Ridge West Virginia LLC (“Long Ridge WV”) purchased rights to natural gas properties in West Virginia. Long Ridge WV is focusing on energy and gas development in the West Virginia region. 
+On February 19, 2025, Long Ridge completed a comprehensive refinancing of its business, which included the issuance of $1.0 billion of debt securities which were used to: 1) repay existing outstanding indebtedness, 2) terminate certain power swap agreements and reprice two others at significantly higher prices, 3) pay fees and expenses associated with the refinancing, 4) fund certain reserve accounts and 5) fund general corporate purposes. Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 25, 2025 for further information on the refinancing. As part of the refinancing, Long Ridge WV, a company owned by us and Labor Impact Fund L.P. in the same proportion as Long Ridge, was contributed to Long Ridge Energy LLC, a 100% owned subsidiary of Long Ridge, as part of the refinancing. 
+On February 26, 2025, we repurchased from Labor Impact Fund L.P. its 49.9% interest for certain equity and debt securities along with cash. Accordingly, commencing in the first quarter of 2025, we began fully consolidating the assets, liabilities and results of operations of Long Ridge into our financial statements. Refer to Note 3 and the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for further information on the acquisition of the remaining 49.9% interest. 
+As announced previously by the Company, we are still evaluating strategic alternatives for Long Ridge, including a potential sale of Long Ridge. 
+The following primarily comprise our Sustainability and Energy Transition business: 
+Aleon and Gladieux 
+In September 2021, FTAI acquired 1% of the Class A shares and 50% of the Class B shares of GM-FTAI Holdco LLC for $52.5 million. GM-FTAI Holdco LLC owns a 100% interest in Gladieux and Aleon. Gladieux specializes in recycling spent catalyst produced in the petroleum refining industry. Aleon plans to develop a lithium-ion battery recycling business across the United States. Each planned location will collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market. Aleon and Gladieux are governed by separate boards of directors. Due to an internal reorganization of GM-FTAI Holdco LLC in June 2022, we now own a 27.4% indirect equity interest in each of Gladieux and Aleon. 
+Clean Planet Group 
+On November 19, 2021, FTAI and UK green-tech company Clean Planet Energy announced the formation of a joint venture partnership to develop Clean Planet USA ecoPlants in key North American markets. The Clean Planet USA business development team is advancing multiple projects with agreements in place for plastic-waste supply in Alabama, South Carolina and other North American markets. 
+Clean Planet USA ecoPlants are green recycling facilities that convert traditionally non-recyclable waste plastics into ultra-clean fuels and oils, and circular naphtha to support the manufacture of new plastics. An ecoPlant can accept and process plastics from most classifications, including those which are almost always rejected by traditional recycling centers and sent to landfill or incineration. 
+On December 22, 2025, we sold our investment in Clean Planet USA and acquired a new investment in Clean Planet USA’s parent company, Pyroplast Energy LTD (“Clean Planet Group”). See Note 6 for further details. 
+CarbonFree 
+In December 2021, FTAI purchased $10 million in convertible notes of CarbonFree. CarbonFree has developed patented technologies to capture carbon dioxide from industrial emissions sources and convert it to usable and storable products. 
+11 
+Our other opportunistic investments include: 
+FYX 
+In July 2020, FTAI invested $1.3 million for a 14% interest in an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries. FYX has developed a mobile and web-based application that connects fleet managers, owner-operators, and drivers with repair vendors to efficiently and reliably quote, dispatch, monitor, and bill comprehensive roadside and fleet repair services. In May 2022, FTAI purchased an additional 51% interest in FYX from an unrelated third party for cash consideration of $4.6 million, which resulted in our ownership of a majority stake in the entity and consolidation of the entity, and subsequently purchased an additional approximate 1% interest in FYX for cash consideration of $0.1 million. In March 2023, we purchased the remaining non-controlling interest of FYX from an affiliate of our Manager for a purchase price of $4.4 million. This resulted in 100% ownership in FYX and the elimination of any non-controlling interest. FYX is currently presented as part of the Corporate and Other segment. 
+Asset Management 
+Our Manager actively manages and monitors our portfolios of assets on an ongoing basis, and in some cases engages third parties to assist with the management of those assets. Our Manager frequently reviews the status of all of our assets. In the case of operating infrastructure, our Manager plays a central role in developing and executing operational, finance and business development strategies. On a periodic basis, our Manager discusses the status of our acquired assets with our board of directors. 
+In some situations, we may acquire assets through a joint venture entity or own a minority position in an investment entity. In such circumstances, we will seek to protect our interests through appropriate levels of board representation, minority protections and other structural enhancements. 
+While we expect to hold our assets for extended periods of time, we and our Manager continually review our assets to assess whether we should sell or otherwise monetize them. Aspects that will factor into this process include relevant market conditions, the asset’s age, relative concentration or remaining expected useful life. 
+Customers 
+Our customers consist of global industrial and energy companies, including corporations that refine crude oil and trade petroleum products, manufacturers and local electricity markets and traders. We maintain ongoing relationships and discussions with our customers and seek to have consistent dialogue. In addition to helping us monitor the needs and quality of our customers, we believe these relationships help source additional opportunities and gain insight into attractive opportunities in the infrastructure sectors. A substantial portion of our revenue has historically been derived from a small number of customers. As of and for the year ended December 31, 2025, our largest customer accounted for 27% of our revenue and 17% of total accounts receivable, net. We derive a significant percentage of our revenue within specific sectors from a limited number of customers. Specifically, we earned approximately 10%, 13% and 12% of our consolidated revenue for the years ended December 31, 2025, 2024 and 2023 from one customer within the Jefferson Terminal segment, respectively, and 32%, 50% and 51% of our consolidated revenue from one customer within the Railroad segment during the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, accounts receivable from three customers within the Jefferson Terminal, Railroad and Power and Gas segments represented 41% of total accounts receivable, net. However, we do not think that we are dependent upon any particular customer without minimum volume commitments, or that the loss of one or more of them would have a material adverse effect on our business or the relevant segment, because of our ability to replace the customers at similar contractual terms following the loss of any such customer. See “Risk Factors—Contractual defaults may adversely affect our business, prospects, financial condition, results of operations and cash flows by decreasing revenues and increasing storage, positioning, collection, recovery and lost equipment expenses.” 
+Competition 
+The business of acquiring, managing and marketing infrastructure assets is highly competitive. Market competition for acquisition opportunities includes traditional infrastructure companies, commercial and investment banks, as well as a growing number of non-traditional participants, such as hedge funds, private equity funds, and other private investors. 
+Additionally, the markets for our products and services are competitive, and we face competition from a number of sources. These competitors include companies in the midstream energy business, terminal operators and those involved in the transportation of bulk goods. Specifically, our Railroad segment faces competition from other railroads, motor carriers, ships, barges and pipelines. We operate in some corridors served by other railroads and motor carriers. 
+We compete with other market participants on the basis of industry knowledge, availability of capital and deal structuring experience and flexibility, among other things. We believe our Manager’s experience in the infrastructure industry and our access to capital, in addition to our focus on diverse asset classes and customers, provides a competitive advantage versus competitors that maintain a single sector focus. 
+Governmental Regulations 
+We are subject to federal, state, local and foreign laws and regulations relating to the protection of the environment, including those governing the discharge of pollutants to air and water, the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites and noise and emission levels. Under some environmental laws in the United States 
+12 
+and certain other countries, strict liability may be imposed on the owners or operators of assets, which could render us liable for environmental and natural resource damages without regard to negligence or fault on our part. In addition, changes to environmental standards or regulations in the industries in which we operate could limit the economic life of the assets we acquire or reduce their value, and also require us to make significant additional investments in order to maintain compliance. 
+Sustainability 
+Our ongoing sustainable solutions and investments in our business include the following: 
+• Waste plastic to renewable fuel . In November 2021, FTAI announced a joint venture with Clean Planet Energy, a UK-based green tech company, that aims to develop Clean Planet Energy USA ecoPlants in key North American markets (refer to Note 6 for further details on this investment). The ecoPlants will be designed to convert non-recyclable waste plastics (which are typically destined for landfill) into ultra-clean fuels and oils to support the manufacture of new plastics. 
+• Hydrogen-fueled power plant . In October 2020, Long Ridge, located in Hannibal, Ohio, announced its plan to transition its 485-megawatt combined-cycle power plant to run on carbon-free hydrogen, in collaboration with General Electric, Kiewit Power Constructors Co., Black & Veatch and NAES Corporation. In April 2022, Long Ridge became the first large scale gas power plant in the U.S. to blend hydrogen as a fuel. This is also the first GE-H class turbine in the world to achieve this milestone. The plant is anticipated to be transitioned to be capable of burning 100% green hydrogen over the next decade. 
+• Carbon capture . In December 2021, FTAI invested in CarbonFree, whose operations are intended to capture carbon from industrial emitters and convert it to beneficial products that also sequester the carbon permanently. 
+Human Capital Management 
+Our Manager provides a management team and other professionals who are responsible for implementing our business strategy and performing certain services for us, subject to oversight by our board of directors. As of December 31, 2025, we have approximately 1,110 employees at our subsidiaries across our business segments, approximately 640 of whom are party to collective bargaining agreements. We consider our relationship with our employees to be good and we focus heavily on employee engagement. We have invested substantial time and resources into building our team, and our human capital management objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees. To facilitate attraction and retention, we strive to create a diverse, inclusive, and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by strong compensation and benefits programs. 
+Conflicts of Interest 
+Although we have established certain policies and procedures designed to mitigate conflicts of interest, there can be no assurance that these policies and procedures will be effective in doing so. It is possible that actual, potential or perceived conflicts of interest could give rise to investor dissatisfaction, litigation or regulatory enforcement actions. Below is a summary of certain factors that could result in conflicts of interest. 
+One or more of our officers and directors have responsibilities and commitments to entities other than us, including, but not limited to, FTAI. In addition, we do not have a policy that expressly prohibits our directors, officers, security holders or affiliates from engaging for their own account in business activities of the types conducted by us. Moreover, our certificate of incorporation provides that if any of FTAI, Fortress or Mubadala and their respective affiliates, including the Manager (the “Fortress Parties”), or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity for us, they have no duty, to the fullest extent permitted by law, to offer such corporate opportunity to us. In the event that any of our directors and officers who is also a director, officer or employee of any of the Fortress Parties acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as a director or officer of us and such person acts in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duties owed to us and is not liable to us, to the fullest extent permitted by law, if any of the Fortress Parties or their respective affiliates, pursues or acquires the corporate opportunity or if such person does not present the corporate opportunity to us. See “Risk Factors—Risks Related to Our Manager—There are conflicts of interest in our relationship with our Manager.” 
+Our key agreements, including our Management Agreement, were negotiated among related parties, and their respective terms, including fees and other amounts payable, may not be as favorable to us as terms negotiated on an arm’s-length basis with unaffiliated parties. 
+The structure of the Manager’s compensation arrangement may have unintended consequences for us. We have agreed to pay our Manager a management fee that is not tied to our performance and incentive compensation that is based entirely on our performance. The management fee may not sufficiently incentivize our Manager to generate attractive risk-adjusted returns for us, while the performance-based incentive compensation component may cause our Manager to place undue emphasis on the maximization of earnings, including through the use of leverage, at the expense of other objectives, such as preservation of capital, to achieve higher incentive distributions. Since investments with higher yield potential are generally riskier or more speculative than investments with lower yield potential, this could result in increased risk to the value of our portfolio of assets and your investment in us. 
+13 
+We may compete with entities affiliated with or managed by our Manager or Fortress for certain assets that we may seek to acquire. From time to time, entities affiliated with or managed by our Manager or Fortress may focus on investments in assets with a similar profile as our target assets. These affiliates may have meaningful purchasing capacity, which may change over time depending upon a variety of factors, including, but not limited to, available equity capital and debt financing, market conditions and cash on hand. Fortress has funds invested in transportation-related infrastructure with approximately $3.9 billion in investments in aggregate as of December 31, 2025 and 2024. Fortress funds generally have a fee structure similar to the structure of the fees in our Management Agreement, but the fees actually paid vary depending on the size, terms and performance of each fund. 
+Our Manager may determine, in its discretion, to make a particular investment through an investment vehicle other than us. Investment allocation decisions will reflect a variety of factors, such as a particular vehicle’s availability of capital (including financing), investment objectives and concentration limits, legal, regulatory, tax and other similar considerations, the source of the investment opportunity and other factors that the Manager, in its discretion, deems appropriate. Our Manager does not have an obligation to offer us the opportunity to participate in any particular investment, even if it meets our investment objectives. 
+Where Readers Can Find Additional Information 
+FTAI Infrastructure Inc. is a Delaware corporation. Our principal executive offices are located at 1345 Avenue of the Americas, New York, New York 10105. FTAI Infrastructure Inc. files annual, quarterly and current reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC. Our SEC filings are available to the public from the SEC’s internet site at http://www.sec.gov. 
+Our internet site is http://www.fipinc.com. We will make available free of charge through our internet site our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf of directors and executive officers and any amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Also posted on our website in the ‘‘Investor Relations - Corporate Governance’’ section are charters for our Audit Committee, Compensation Committee, Nominating Committee, as well as our Corporate Governance Guidelines, Code of Ethics for our officers, and our Code of Business Conduct and Ethics governing our directors, officers and employees. Information on, or accessible through, our website is not a part of, and is not incorporated into, this report.

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+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+112

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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
+0001900679,TETWF,Technology & Telecommunication Acquisition Corp,2024,10-K,2025-03-17,2024-11-30,2025-03-17T15:17:58.000Z,0001493152-25-010514,form10-k.htm,,3966951,1,1,https://www.sec.gov/Archives/edgar/data/1900679/000149315225010514/form10-k.htm,https://www.sec.gov/Archives/edgar/data/1900679/000149315225010514/

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+ITEM
+1. BUSINESS 
+Overview 
+TETE
+was incorporated as a blank check company on November 8, 2021, under the laws of the Cayman Islands, for the purpose of entering into
+a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one
+or more businesses or entities, which we refer to as a “target business.” 
+TETE’s
+amended and restated memorandum and articles of association provides that its corporate existence will cease and it will liquidate the
+trust account (described herein) and distribute the funds included therein to the holders of ordinary shares sold in its IPO if it does
+not consummate a business combination by April 20, 2025. 
+Offering
+Proceeds Held in Trust 
+On
+January 20, 2022, TETE consummated the IPO of 10,000,000 units, generating gross proceeds of $100,000,000. Simultaneously with the closing
+of the IPO, TETE consummated the private sale of an aggregate of 480,000 units to the Sponsor at a purchase price of $10.00 per private
+placement unit, generating gross proceeds to TETE in the amount of $4,800,000. 
+On
+January 20, 2022, the underwriters purchased an additional 1,500,000 units pursuant to the exercise of the underwriters’ over-allotment
+option. The over-allotment option units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to TETE
+of $15,000,000. Also, in connection with the full exercise of the over-allotment option, the Sponsor purchased an additional 52,500 private
+placement units at a purchase price of $10.00 per unit. 
+Following
+the closing of the IPO on January 20, 2022, an amount of $116,725,000 ($10.15 per unit) from the net proceeds of the sale of the units
+in the IPO and the private placement was placed in a trust account which may be invested in U.S. government securities, within the meaning
+set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity
+of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by TETE meeting the
+conditions of Rule 2a-7 of the Investment Company Act, as determined by TETE, until the earlier of: (i) the consummation of a Business
+Combination or (ii) the distribution of the trust account. 
+On
+January 18, 2023, TETE held its extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals
+to (i) amend TETE’s Amended and Restated Articles of Association to give TETE the right to extend the date by which it has to consummate
+a business combination (the “Combination Period”) up to six (6) times for an additional one (1) month each time, from January
+20, 2023 to July 20, 2023; (ii) amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between
+the Company and Continental Stock Transfer & Trust Company, to allow the Company to extend the Combination Period up to six (6) times
+for an additional one (1) month each time from January 20, 2023 to the Extended Date by depositing into the Trust Account, for each one-month
+extension, the lesser of (a) $262,500 and (b) $0.0525 for each Class A ordinary share outstanding, and (iii) amend the articles of association
+to expand the methods that TETE may employ to not become subject to the “penny stock” rules of the Securities and Exchange
+Commission. On January 18, 2023, 8,373,932 Public Shares were redeemed by a number of shareholders at a price of approximately $10.31
+per share, in an aggregate principal amount of $86,353,662. Following the redemptions, there were 3,126,068 TETE Class A ordinary shares
+outstanding. On February 21, 2023, TETE issued an unsecured promissory note to its Sponsor, in the amount of $656,747 which amount was
+deposited into the trust account to extend the available time to complete a business combination to February 20, 2023. The Company subsequently
+deposited $164,119 per month into the trust account to further extend the Combination Period to July 20, 2023. 
+4 
+On
+July 18, 2023, TETE held an extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals
+to (i) amend TETE’s amended and restated articles of association in existence at that time to give TETE the right to extend the
+Combination Period up to twelve (12) times for an additional one (1) month each time, from July 20, 2023 to July 20, 2024; (ii) amend
+TETE’s investment management trust agreement, dated as of January 14, 2022, by and between the Company and Continental Stock Transfer
+& Trust Company, to allow the Company to extend the Combination Period up to twelve (12) times for an additional one (1) month each
+time from July 20, 2023 to July 20, 2024, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $144,000
+and (b) $0.045 for each Class A ordinary share outstanding, and (iii) amend the amended and restated articles of association to provide
+for the right of a holder of TETE Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares, par
+value $0.0001 per share, of the Company on a one-for-one basis at any time and from time to time prior to the closing of a business combination
+at the election of the holder. On July 18, 2023, 149,359 Public Shares were redeemed by a number of shareholders at a price of approximately
+$10.89 per share, in an aggregate principal amount of $1,626,736.79. Following the redemptions, there were 2,976,709 Public Shares outstanding.
+The Company deposited $133,951.91 into the trust account on a monthly basis to extend the Combination Period from July 20, 2023 to June
+20, 2024. 
+On
+June 7, 2024, TETE held an extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals
+to (i) amend TETE’s amended and restated articles of association in existence at that time to give TETE the right to extend the
+Combination Period up to seven (7) times for an additional one (1) month each time, from June 20, 2024 to January 20, 2025; (ii) amend
+TETE’s investment management trust agreement, dated as of January 14, 2022, by and between the Company and Continental Stock Transfer
+& Trust Company, to allow the Company to extend the Combination Period up to seven (7) times for an additional one (1) month each
+time from June 20, 2024 to January 20, 2025, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $60,000
+and (b) $0.02 for each ordinary share outstanding. On June 7, 2024, 408,469 Public Shares were redeemed by a number of shareholders at
+a price of approximately $11.93 per share, in an aggregate principal amount of $4,872,513.12. Following the redemptions, there were 2,568,240
+Public Shares outstanding. The Company subsequently deposited $51,364.80 per month into the trust account to extend the Combination Period
+from June 20, 2024 to January 20, 2025. 
+Each
+extension payment is loaned to the Company by the Sponsor pursuant to a promissory note and the Company will repay the aggregate amount
+contributed by the Sponsor for the extensions at Closing. The loans are not interest-bearing and may be converted into Class A ordinary
+shares at Closing at the option of the Sponsor. 
+On
+January 20, 2025, TETE held an extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals
+to (i) amend TETE’s amended and restated articles of association in existence at that time to give TETE the right to extend the
+Combination Period by three (3) months from January 20, 2025 to April 20, 2025; and (ii) amend TETE’s investment management trust
+agreement, dated as of January 14, 2022, by and between TETE and Continental Stock Transfer & Trust Company, to allow TETE to extend
+the Combination Period by three (3) months from January 20, 2025 to April 20, 2025. On January 20, 2025, 1,993,697 Public Shares were
+redeemed by a number of shareholders at a price of approximately $12.41 per share, in an aggregate principal amount of $24,739,495.83.
+Following the redemptions, there were 574,543 Public Shares outstanding. In connection with the extraordinary meeting of shareholders,
+on January 20, 2025, TETE entered into a non-redemption agreement (the “Non-Redemption Agreement”) with the Sponsor and certain
+institutional investors named therein (the “Investors”). Pursuant to the Non-Redemption Agreement, the Investors agreed that,
+in connection with the extraordinary meeting of shareholders, the Investors would not exercise their Redemption Rights, or they would
+rescind or reverse previously submitted redemption requests prior to the meeting. Under the terms of the Non-Redemption Agreement, provided
+the proposals were approved by the shareholders, TETE and the Sponsor agreed that, promptly following the consummation of the proposed
+business combination, the Sponsor shall forfeit 150,000 shares of Company common stock (the “Forfeited Shares”) and TETE
+shall issue 150,000 PubCo Ordinary Shares, in the aggregate, to the Investors (the “New Shares”), for no additional consideration.
+The New Shares shall be issued free and clear of any liens or other encumbrances, other than (x) pursuant to the provisions of the letter
+agreement, dated January 14, 2022, by and between TETE and the Sponsor, (y) restrictions on transfer imposed by the securities laws,
+and (z) any other agreement relating to the shares held by the Sponsor entered into in connection with the proposed business combination
+(which shall be no less favorable or more restrictive than what is agreed to by the Sponsor). At the Investors’ election, in lieu
+of receiving the New Shares, following the satisfaction of Redemption Rights in connection with the consummation of the proposed business
+combination, TETE shall cause its transfer agent to pay to the Investors directly from TETE’s trust account an amount in cash equal
+to the product of (i) 150,000, (ii) thirty-percent, and (iii) the final per-share redemption price then available to Company stockholder
+(the “Share Consideration Payment”). In order to receive the Share Consideration Payment, the Investors shall not redeem
+thirty percent of the TETE publicly traded Class A shares held by the Investor at the time of the business combination redemption deadline. 
+TETE
+Public Shares, TETE Warrants and TETE Units are each quoted on Nasdaq, under the symbols “TETEF”, “TETWF”, and
+“TETUF,” respectively. Each TETE Unit consists of one ordinary share and one redeemable warrant. 
+5 
+Business
+Combination Activities 
+TETE
+entered into an amended and restated agreement and plan of merger, dated as of August 2, 2023 (as it may be amended from time to time,
+the “Merger Agreement” or “Business Combination Agreement”), which provides for a Business Combination between
+TETE and Bradbury Capital Holdings Inc., a Cayman Islands exempted company (“Holdings”). Pursuant to the Merger Agreement,
+the Business Combination will be effected in two steps: (i) TETE will reincorporate in the Cayman Islands by merging with and into TETE
+TECHNOLOGIES INC, a Cayman Islands exempted company and wholly owned subsidiary of TETE (“PubCo”), with PubCo remaining as
+the surviving publicly traded entity (the “Reincorporation Merger”); (ii) after the Reincorporation Merger, TETE INTERNATIONAL
+INC (“Merger Sub”), a Cayman Islands exempted company and wholly owned subsidiary of PubCo, will be merged with and into
+Holdings, resulting in Holdings being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement
+is by and among TETE, PubCo, Merger Sub, Holdings, Super Apps Holdings Sdn. Bhd., a Malaysian private limited company and wholly owned
+subsidiary of Holdings, Technology & Telecommunication LLC, as the representative of the shareholders of TETE, and Loo See Yuen,
+an individual as the representative of the shareholders of Holdings. 
+The
+aggregate consideration for the Acquisition Merger is $1,100,000,000, payable in the form of 110,000,000 newly issued PubCo Ordinary
+Shares (the “Closing Payment Shares”) valued at $10.00 per share, of which $235,000,000 shall be paid at Closing with the
+remaining $865,000,000 payable subject to the earn-out provisions set forth in the Merger Agreement, to Holdings and its shareholders
+in accordance with the terms of the Merger Agreement. At the closing of the Acquisition Merger, the issued and outstanding shares in
+Holdings held by the former Holdings shareholders will be cancelled and cease to exist, in exchange for the issuance of the Closing Payment
+Shares, 10% of which are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement.
+At the closing of the Acquisition Merger, the one fully paid share in Merger Sub held by PubCo will become one fully paid share in the
+surviving corporation, so that Holdings will become a wholly-owned subsidiary of PubCo. Holders of TETE ordinary shares will be asked
+to approve, among other things, the Merger Agreement and the other related Proposals. 
+The
+Business Combination has been approved by the boards of directors of each of TETE and Super Apps. The Business Combination will require
+the approval of the shareholders of TETE and Super Apps and is subject to other customary closing conditions, including a proxy statement
+being filed with and cleared by the U.S. Securities and Exchange Commission. The transaction is expected to close in the second quarter
+of 2025. 
+Redemption
+Rights 
+Pursuant
+to TETE’s amended and restated memorandum and articles of association, TETE shareholders (except the Initial Shareholders and the
+officers and directors of TETE) will be entitled to redeem their Public Shares for a pro rata share of the trust account net of taxes
+payable. 
+TETE’s
+Initial Shareholders do not have redemption rights with respect to any TETE Shares owned by them, directly or indirectly (nor will they
+seek appraisal rights with respect to such ordinary shares if appraisal rights would be available to them). 
+Automatic
+Dissolution and Subsequent Liquidation of trust account if No Business Combination 
+If
+we do not consummate an initial business combination by April 20, 2025, (unless further extended), it will trigger our
+automatic winding up, dissolution and liquidation pursuant to the terms of TETE’s amended and restated memorandum and articles
+of association. As a result, this has the same effect as if we had formally gone through a voluntary liquidation procedure under the
+Cayman Companies Act. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution
+and liquidation. 
+Our Initial Shareholders or their affiliates or designees will receive a non-interest bearing, unsecured
+promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination
+unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial
+business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional units
+at a price of $10.00 per unit, which are the same as the Private Placement Units. Our shareholders have approved the issuance of the
+units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our
+initial business combination. If we are unable to consummate our business combination within such time period, we will, as promptly as
+possible but not more than ten Business Days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds
+held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary
+to pay our taxes, and then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims
+of creditors which may take priority over the claims of our public shareholders. In the event of our dissolution and liquidation, the
+public rights will expire and will be worthless. 
+6 
+The
+amount in the trust account under the Cayman Companies Act will be treated as share premium which is distributable under the Cayman Companies
+Act provided that immediately following the date on which the proposed distribution is proposed to be made, we are able to pay our debts
+as they fall due in the ordinary course of business. If we are forced to liquidate the trust account, we anticipate that we would distribute
+to our public shareholders the amount in the trust account calculated as of the date that is two days prior to the distribution date
+(including any accrued interest). Prior to such distribution, we would be required to assess all claims that may be potentially brought
+against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our
+public shareholders with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that
+may be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent
+of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek
+to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with
+our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or
+claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements.
+Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust
+account or that a court would conclude that such agreements are legally enforceable. 
+Each
+of our Initial Shareholders and our Sponsor has agreed to waive its rights to participate in any liquidation of our trust account or
+other assets with respect to the Insider Shares and Private Placement Units and to vote their Insider Shares and private shares in favor
+of any dissolution and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the trust account
+with respect to our warrants or rights, which will expire worthless. 
+If
+we are unable to consummate a business combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in
+the trust account, and without taking into account interest, if any, earned on the trust account, the per-share distribution from the
+trust account would be approximately $12.54. 
+The
+proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would be prior to the claims
+of our public shareholders. Although we will seek to have all vendors, including lenders for money borrowed, prospective target businesses
+or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held
+in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even
+if they execute such agreements that they would be prevented from bringing claims against the trust account, including but not limited
+to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability
+of the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account.
+If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis
+of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest
+of our shareholders if such third party refused to waive such claims. Examples of possible instances where we may engage a third party
+that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed
+by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management
+is unable to find a provider of required services willing to provide the waiver. In any event, our management would perform an analysis
+of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management
+believed that such third party’s engagement would be significantly more beneficial to us than any alternative. In addition, there
+is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any
+negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. 
+7 
+Technology
+& Telecommunication LLC, our Sponsor, has agreed that, if we liquidate the trust account prior to the consummation of a business
+combination, it will be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by
+us for services rendered or contracted for or products sold to us in excess of the net proceeds of the IPO not held in the trust account,
+but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the trust account and only if
+such parties have not executed a waiver agreement. However, we cannot assure you that the Sponsor will be able to satisfy those obligations
+if it is required to do so. Accordingly, the actual per-share distribution could be less than $10.15 due to claims of creditors. Additionally,
+if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds
+held in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the
+claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account,
+we cannot assure you we will be able to return to our public shareholders at least $10.15 per share. 
+Facilities
+and Headquarters 
+We
+maintain our principal executive offices at C3-2-23A, Jalan 1/152, Taman OUG Parklane, Off Jalan Kelang Lama, 58200 Kuala Lumpur, Malaysia.
+The cost for this space is provided to us by Technology & Telecommunication LLC, as part of the $10,000 per month payment we make
+to it for office space and related services. We consider our current office space adequate for our current operations. 
+Employees 
+We
+have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to
+devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based
+on whether a target business has been selected for the business combination and the stage of the business combination process the company
+is in. We expected our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which
+could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we
+move into serious negotiations with a target business for a business combination). Accordingly, as management has located a suitable
+target business to acquire, they are presently spending more time negotiating and processing the Business Combination than they were
+previously in locating and investigating target businesses. We do not intend to have any full-time employees prior to the consummation
+of the Business Combination. 
+For
+additional discussion of the general development of our business, see our final prospectus on Form 424B4, filed with the SEC on January
+19, 2022.

raw/filings/0001900679/2024/0001493152-25-010514/item13.txt

@@ -0,0 +1,4 @@
+ITEM
+13. 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
+23

raw/filings/0001900679/2025/0001493152-26-009395/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
+0001900679,TETWF,Technology & Telecommunication Acquisition Corp,2025,10-K,2026-03-09,2025-11-30,2026-03-09T21:26:15.000Z,0001493152-26-009395,form10-k.htm,10-K,3878012,1,1,https://www.sec.gov/Archives/edgar/data/1900679/000149315226009395/form10-k.htm,https://www.sec.gov/Archives/edgar/data/1900679/000149315226009395/

raw/filings/0001900679/2025/0001493152-26-009395/item1.txt

@@ -0,0 +1,278 @@
+ITEM
+1. BUSINESS 
+Overview 
+TETE
+was incorporated as a blank check company on November 8, 2021, under the laws of the Cayman Islands, for the purpose of entering into
+a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one
+or more businesses or entities, which we refer to as a “target business.” 
+TETE’s
+amended and restated memorandum and articles of association provides that its corporate existence will cease and it will liquidate the
+trust account (described herein) and distribute the funds included therein to the holders of ordinary shares sold in its IPO if it does
+not consummate a business combination by August 20, 2026. 
+Offering
+Proceeds Held in Trust 
+On
+January 20, 2022, TETE consummated the IPO of 10,000,000 units, generating gross proceeds of $100,000,000. Simultaneously with the closing
+of the IPO, TETE consummated the private sale of an aggregate of 480,000 units to the Sponsor at a purchase price of $10.00 per private
+placement unit, generating gross proceeds to TETE in the amount of $4,800,000. 
+On
+January 20, 2022, the underwriters purchased an additional 1,500,000 units pursuant to the exercise of the underwriters’ over-allotment
+option. The over-allotment option units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to TETE
+of $15,000,000. Also, in connection with the full exercise of the over-allotment option, the Sponsor purchased an additional 52,500 private
+placement units at a purchase price of $10.00 per unit. 
+Following
+the closing of the IPO on January 20, 2022, an amount of $116,725,000 ($10.15 per unit) from the net proceeds of the sale of the units
+in the IPO and the private placement was placed in a trust account which may be invested in U.S. government securities, within the meaning
+set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity
+of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by TETE meeting the
+conditions of Rule 2a-7 of the Investment Company Act, as determined by TETE, until the earlier of: (i) the consummation of a Business
+Combination or (ii) the distribution of the trust account. 
+On
+January 18, 2023, TETE held its extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals
+to (i) amend TETE’s Amended and Restated Articles of Association to give TETE the right to extend the date by which it has to consummate
+a business combination (the “Combination Period”) up to six (6) times for an additional one (1) month each time, from January
+20, 2023 to July 20, 2023; (ii) amend TETE’s investment management trust agreement, dated as of January 14, 2022, by and between
+the Company and Continental Stock Transfer & Trust Company, to allow the Company to extend the Combination Period up to six (6) times
+for an additional one (1) month each time from January 20, 2023 to the Extended Date by depositing into the Trust Account, for each one-month
+extension, the lesser of (a) $262,500 and (b) $0.0525 for each Class A ordinary share outstanding, and (iii) amend the articles of association
+to expand the methods that TETE may employ to not become subject to the “penny stock” rules of the Securities and Exchange
+Commission. On January 18, 2023, 8,373,932 Public Shares were redeemed by a number of shareholders at a price of approximately $10.31
+per share, in an aggregate principal amount of $86,353,662. Following the redemptions, there were 3,126,068 TETE Class A ordinary shares
+outstanding. On February 21, 2023, TETE issued an unsecured promissory note to its Sponsor, in the amount of $656,747 which amount was
+deposited into the trust account to extend the available time to complete a business combination to February 20, 2023. The Company subsequently
+deposited $164,119 per month into the trust account to further extend the Combination Period to July 20, 2023. 
+4 
+On
+July 18, 2023, TETE held an extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals
+to (i) amend TETE’s amended and restated articles of association in existence at that time to give TETE the right to extend the
+Combination Period up to twelve (12) times for an additional one (1) month each time, from July 20, 2023 to July 20, 2024; (ii) amend
+TETE’s investment management trust agreement, dated as of January 14, 2022, by and between the Company and Continental Stock Transfer
+& Trust Company, to allow the Company to extend the Combination Period up to twelve (12) times for an additional one (1) month each
+time from July 20, 2023 to July 20, 2024, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $144,000
+and (b) $0.045 for each Class A ordinary share outstanding, and (iii) amend the amended and restated articles of association to provide
+for the right of a holder of TETE Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares, par
+value $0.0001 per share, of the Company on a one-for-one basis at any time and from time to time prior to the closing of a business combination
+at the election of the holder. On July 18, 2023, 149,359 Public Shares were redeemed by a number of shareholders at a price of approximately
+$10.89 per share, in an aggregate principal amount of $1,626,736.79. Following the redemptions, there were 2,976,709 Public Shares outstanding.
+The Company deposited $133,951.91 into the trust account on a monthly basis to extend the Combination Period from July 20, 2023 to June
+20, 2024. 
+On
+June 7, 2024, TETE held an extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals
+to (i) amend TETE’s amended and restated articles of association in existence at that time to give TETE the right to extend the
+Combination Period up to seven (7) times for an additional one (1) month each time, from June 20, 2024 to January 20, 2025; (ii) amend
+TETE’s investment management trust agreement, dated as of January 14, 2022, by and between the Company and Continental Stock Transfer
+& Trust Company, to allow the Company to extend the Combination Period up to seven (7) times for an additional one (1) month each
+time from June 20, 2024 to January 20, 2025, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $60,000
+and (b) $0.02 for each ordinary share outstanding. On June 7, 2024, 408,469 Public Shares were redeemed by a number of shareholders at
+a price of approximately $11.93 per share, in an aggregate principal amount of $4,872,513.12. Following the redemptions, there were 2,568,240
+Public Shares outstanding. The Company subsequently deposited $51,364.80 per month into the trust account to extend the Combination Period
+from June 20, 2024 to January 20, 2025. 
+Each
+extension payment is loaned to the Company by the Sponsor pursuant to a promissory note and the Company will repay the aggregate amount
+contributed by the Sponsor for the extensions at Closing. The loans are not interest-bearing and may be converted into Class A ordinary
+shares at Closing at the option of the Sponsor. 
+On
+January 20, 2025, TETE held an extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals
+to (i) amend TETE’s amended and restated articles of association in existence at that time to give TETE the right to extend the
+Combination Period by three (3) months from January 20, 2025 to April 20, 2025; and (ii) amend TETE’s investment management trust
+agreement, dated as of January 14, 2022, by and between TETE and Continental Stock Transfer & Trust Company, to allow TETE to extend
+the Combination Period by three (3) months from January 20, 2025 to April 20, 2025. On January 20, 2025, 1,993,697 Public Shares were
+redeemed by a number of shareholders at a price of approximately $12.41 per share, in an aggregate principal amount of $24,739,495.83.
+Following the redemptions, there were 574,543 Public Shares outstanding. 
+On
+January 20, 2025, the Company entered into a non-redemption agreement (the “ Non-Redemption Agreement ”) with the Sponsor 
+and certain institutional investors named therein (the “ Investors ”). The Investors have agreed that they will not
+exercise their Redemption Rights, or they will rescind or reverse previously submitted redemption requests prior to the Special Meeting.
+Under the terms of the Non-Redemption Agreement, if the Investors do not exercise their General Meeting, or validly rescind previously
+submitted redemption requests, and if the Charter Amendment and IMTA Amendment proposals are approved, then promptly following the consummation
+of the proposed business combination, the Sponsor shall forfeit 150,000 shares of Company common stock (the “ Forfeited Shares ”)
+and the Company shall issue 150,000 shares of Company common stock, in the aggregate, to the Investors (the “ New Shares ”),
+for no additional consideration. The New Shares shall be issued free and clear of any liens or other encumbrances, other than (x) pursuant
+to the provisions of the letter agreement, dated January 14, 2022, by and between the Company and the Sponsor, (y) restrictions on transfer
+imposed by the securities laws, and (z) any other agreement relating to the shares held by the Sponsor entered into in connection with
+the proposed business combination (which shall be no less favorable or more restrictive than what is agreed to by the Sponsor). At the
+Investors’ election, in lieu of receiving the New Shares, following the satisfaction of Redemption Rights in connection with the
+consummation of the proposed business combination, the Company shall cause its transfer agent to pay to the Investors directly from the
+Company’s trust account an amount in cash equal to the product of (i) 560,061, (ii) thirty-percent, and (iii) the final per-share
+redemption price then available to Company stockholder (the “ January Share Consideration Payment ”). In order to receive
+the Share Consideration Payment, the Investors shall not redeem thirty percent of the TETE publicly traded Class A shares held by the
+Investor at the time of the business combination redemption deadline. 
+On
+April 16, 2025, TETE held an extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals
+to (i) amend TETE’s amended and restated articles of association in existence at that time to give TETE the right to extend the
+Combination Period by four (4) months from April 20, 2025 to August 20, 2025; and (ii) amend TETE’s investment management trust
+agreement, dated as of January 14, 2022, by and between TETE and Continental Stock Transfer & Trust Company, to allow TETE to extend
+the Combination Period by four (4) months from April 20, 2025 to August 20, 2025. On April 16, 2025, 3,561 Public Shares were redeemed
+by a number of shareholders at a price of approximately $12.65 per share, in an aggregate principal amount of $45,060.56. Following the
+redemptions, there were 570,982 Public Shares outstanding. 
+On
+April 14, 2025, the Company entered into a non-redemption agreement (the “Non-Redemption Agreement”) with certain institutional
+investors named therein (the “Investors”). Pursuant to the Non-Redemption Agreement, the Investors agreed that, in connection
+with TETE’s extraordinary meeting of shareholders to be held on April 16, 2025, the Investors would not exercise their right to
+redeem public shares of TETE (the “Redemption Rights”), or they would rescind or reverse previously submitted redemption
+requests prior to the meeting. Under the terms of the Non-Redemption Agreement, provided the proposals were approved by the shareholders,
+TETE and the Sponsor agreed that, promptly following the consummation of the proposed business combination, the Sponsor shall forfeit
+53.2% of 560,061 ordinary shares of the Company (the “Forfeited Shares”) and TETE shall issue a number of shares of the post-closing
+company equal to such Forfeited Shares to the Investors (the “New Shares”), for no additional consideration. The New Shares
+shall be issued free and clear of any liens or other encumbrances, other than (x) pursuant to the provisions of the letter agreement,
+dated January 14, 2022, by and between TETE and the Sponsor, (y) restrictions on transfer imposed by the securities laws, and (z) any
+other agreement relating to the shares held by the Sponsor entered into in connection with the proposed business combination (which shall
+be no less favorable or more restrictive than what is agreed to by the Sponsor). At the Investors’ election, in lieu of receiving
+the NRA New Shares, following the satisfaction of Redemption Rights in connection with the consummation of the proposed business combination,
+TETE shall cause its transfer agent to pay to the Investors directly from TETE’s trust account an amount in cash equal to the product
+of (i) 560,061, (ii) 53.2%, and (iii) the final per-share redemption price then available to Company stockholder (the “April Share
+Consideration Payment”). In order to receive the Share Consideration Payment, the Investors shall not redeem 53.2% of the TETE
+publicly traded Class A shares held by the Investor at the time of the business combination redemption deadline. 
+On
+August 20, 2025, TETE held an extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals
+to (i) amend TETE’s amended and restated articles of association in existence at that time to give TETE the right to extend the
+Combination Period by six (6) months from August 20, 2025 to February 20, 2026; and (ii) amend TETE’s investment management trust
+agreement, dated as of January 14, 2022, by and between TETE and Continental Stock Transfer & Trust Company, to allow TETE to extend
+the Combination Period by six (6) months from August 20, 2025 to February 20, 2026. On August 20, 2025, 560,061 Public Shares were redeemed
+by a number of shareholders at a price of approximately $12.84 per share, in an aggregate principal amount of $7,189,492.10. Following
+the redemptions, there were 10,921 Public Shares outstanding. TETE did not provide the public shareholders any incentives to not redeem
+their shares in connection with the August 20, 2025 extraordinary meeting of shareholders and did not enter into any non-redemption agreements
+in connection therewith. 
+On
+February 20, 2026, TETE held an extraordinary meeting of shareholders. During this meeting, TETE’s shareholders approved the proposals
+to (i) amend TETE’s amended and restated articles of association in existence at that time to give TETE the right to extend the
+Combination Period by six (6) months from February 20, 2026 to August 20, 2026; and (ii) amend TETE’s investment management trust
+agreement, dated as of January 14, 2022, by and between TETE and Continental Stock Transfer & Trust Company, to allow TETE to extend
+the Combination Period by six (6) months from February 20, 2026 to August 20, 2026. On February 20, 2026, 105 Public Shares were redeemed
+by a number of shareholders at a price of approximately $13.15 per share, in an aggregate principal amount of $1,381.20. Following the
+redemptions, there were 10,816 Public Shares outstanding. TETE did not provide the public shareholders any incentives to not redeem their
+shares in connection with the February 20, 2026 extraordinary meeting of shareholders and did not enter into any non-redemption agreements
+in connection therewith. 
+TETE
+Public Shares, TETE Warrants and TETE Units are each quoted on Nasdaq, under the symbols “TETEF”, “TETWF”, and
+“TETUF,” respectively. Each TETE Unit consists of one ordinary share and one redeemable warrant. 
+5 
+Business
+Combination Activities 
+TETE
+entered into an amended and restated agreement and plan of merger, dated as of August 2, 2023 (as it may be amended from time to time,
+the “Merger Agreement” or “Business Combination Agreement”), which provides for a Business Combination between
+TETE and Bradbury Capital Holdings Inc., a Cayman Islands exempted company (“Holdings”). Pursuant to the Merger Agreement,
+the Business Combination will be effected in two steps: (i) TETE will reincorporate in the Cayman Islands by merging with and into TETE
+TECHNOLOGIES INC, a Cayman Islands exempted company and wholly owned subsidiary of TETE (“PubCo”), with PubCo remaining as
+the surviving publicly traded entity (the “Reincorporation Merger”); (ii) after the Reincorporation Merger, TETE INTERNATIONAL
+INC (“Merger Sub”), a Cayman Islands exempted company and wholly owned subsidiary of PubCo, will be merged with and into
+Holdings, resulting in Holdings being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement
+is by and among TETE, PubCo, Merger Sub, Holdings, Super Apps Holdings Sdn. Bhd., a Malaysian private limited company and wholly owned
+subsidiary of Holdings, Technology & Telecommunication LLC, as the representative of the shareholders of TETE, and Loo See Yuen,
+an individual as the representative of the shareholders of Holdings. 
+The
+aggregate consideration for the Acquisition Merger is $1,100,000,000, payable in the form of 110,000,000 newly issued PubCo Ordinary
+Shares (the “Closing Payment Shares”) valued at $10.00 per share, of which $235,000,000 shall be paid at Closing with the
+remaining $865,000,000 payable subject to the earn-out provisions set forth in the Merger Agreement, to Holdings and its shareholders
+in accordance with the terms of the Merger Agreement. At the closing of the Acquisition Merger, the issued and outstanding shares in
+Holdings held by the former Holdings shareholders will be cancelled and cease to exist, in exchange for the issuance of the Closing Payment
+Shares, 10% of which are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement.
+At the closing of the Acquisition Merger, the one fully paid share in Merger Sub held by PubCo will become one fully paid share in the
+surviving corporation, so that Holdings will become a wholly-owned subsidiary of PubCo. Holders of TETE ordinary shares will be asked
+to approve, among other things, the Merger Agreement and the other related Proposals. 
+The
+Business Combination has been approved by the boards of directors of each of TETE and Super Apps. The Business Combination will require
+the approval of the shareholders of TETE and Super Apps and is subject to other customary closing conditions, including a proxy statement
+being filed with and cleared by the U.S. Securities and Exchange Commission. The transaction is expected to close in the second quarter
+of 2026. 
+Redemption
+Rights 
+Pursuant
+to TETE’s amended and restated memorandum and articles of association, TETE shareholders (except the Initial Shareholders and the
+officers and directors of TETE) will be entitled to redeem their Public Shares for a pro rata share of the trust account net of taxes
+payable. 
+TETE’s
+Initial Shareholders do not have redemption rights with respect to any TETE Shares owned by them, directly or indirectly (nor will they
+seek appraisal rights with respect to such ordinary shares if appraisal rights would be available to them). 
+Automatic
+Dissolution and Subsequent Liquidation of trust account if No Business Combination 
+If
+we do not consummate an initial business combination by August 20, 2026 (unless further extended), it will trigger our automatic winding
+up, dissolution and liquidation pursuant to the terms of TETE’s amended and restated memorandum and articles of association. As
+a result, this has the same effect as if we had formally gone through a voluntary liquidation procedure under the Cayman Companies Act.
+Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. 
+Our
+Initial Shareholders or their affiliates or designees will receive a non-interest bearing, unsecured promissory note equal to the amount
+of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available
+outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the
+lender’s discretion, converted upon consummation of our business combination into additional units at a price of $10.00 per unit,
+which are the same as the Private Placement Units. Our shareholders have approved the issuance of the units upon conversion of such notes,
+to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. If we are
+unable to consummate our business combination within such time period, we will, as promptly as possible but not more than ten Business
+Days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including
+a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay our taxes, and then seek to
+liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority
+over the claims of our public shareholders. In the event of our dissolution and liquidation, the public rights will expire and will be
+worthless. 
+6 
+The
+amount in the trust account under the Cayman Companies Act will be treated as share premium which is distributable under the Cayman Companies
+Act provided that immediately following the date on which the proposed distribution is proposed to be made, we are able to pay our debts
+as they fall due in the ordinary course of business. If we are forced to liquidate the trust account, we anticipate that we would distribute
+to our public shareholders the amount in the trust account calculated as of the date that is two days prior to the distribution date
+(including any accrued interest). Prior to such distribution, we would be required to assess all claims that may be potentially brought
+against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our
+public shareholders with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that
+may be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent
+of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek
+to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with
+our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or
+claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements.
+Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust
+account or that a court would conclude that such agreements are legally enforceable. 
+Each
+of our Initial Shareholders and our Sponsor has agreed to waive its rights to participate in any liquidation of our trust account or
+other assets with respect to the Insider Shares and Private Placement Units and to vote their Insider Shares and private shares in favor
+of any dissolution and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the trust account
+with respect to our warrants or rights, which will expire worthless. 
+The
+proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would be prior to the claims
+of our public shareholders. Although we will seek to have all vendors, including lenders for money borrowed, prospective target businesses
+or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held
+in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even
+if they execute such agreements that they would be prevented from bringing claims against the trust account, including but not limited
+to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability
+of the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account.
+If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis
+of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest
+of our shareholders if such third party refused to waive such claims. Examples of possible instances where we may engage a third party
+that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed
+by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management
+is unable to find a provider of required services willing to provide the waiver. In any event, our management would perform an analysis
+of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management
+believed that such third party’s engagement would be significantly more beneficial to us than any alternative. In addition, there
+is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any
+negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. 
+7 
+Technology
+& Telecommunication LLC, our Sponsor, has agreed that, if we liquidate the trust account prior to the consummation of a business
+combination, it will be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by
+us for services rendered or contracted for or products sold to us in excess of the net proceeds of the IPO not held in the trust account,
+but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the trust account and only if
+such parties have not executed a waiver agreement. However, we cannot assure you that the Sponsor will be able to satisfy those obligations
+if it is required to do so. Accordingly, the actual per-share distribution could be less than $10.15 due to claims of creditors. Additionally,
+if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds
+held in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the
+claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account,
+we cannot assure you we will be able to return to our public shareholders at least $10.15 per share. 
+Facilities
+and Headquarters 
+We
+maintain our principal executive offices at C3-2-23A, Jalan 1/152, Taman OUG Parklane, Off Jalan Kelang Lama, 58200 Kuala Lumpur, Malaysia.
+The cost for this space is provided to us by Technology & Telecommunication LLC, as part of the $10,000 per month payment we make
+to it for office space and related services. We consider our current office space adequate for our current operations. 
+Employees 
+We
+have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to
+devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based
+on whether a target business has been selected for the business combination and the stage of the business combination process the company
+is in. We expected our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which
+could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we
+move into serious negotiations with a target business for a business combination). Accordingly, as management has located a suitable
+target business to acquire, they are presently spending more time negotiating and processing the Business Combination than they were
+previously in locating and investigating target businesses. We do not intend to have any full-time employees prior to the consummation
+of the Business Combination. 
+For
+additional discussion of the general development of our business, see our final prospectus on Form 424B4, filed with the SEC on January
+19, 2022.

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+ITEM
+13. 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
+23

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+ITEM 1. BUSINESS 
+General 
+We are a blank check company
+incorporated as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock
+purchase, reorganization or similar business combination with one or more businesses. 
+On December 29, 2023, we consummated
+our IPO of 6,900,000 Units, which amount includes partial exercise of the underwriters’ over-allotment option for 800,000 Units
+and 100,000 Units registered pursuant to a registration statement on Form S-1MEF (File No. 333-276282) pursuant to Rule 462(b) under the
+Securities Act of 1933, as amended, filed on December 27, 2023, in addition to the Units registered pursuant to the Company’s registration
+statement on Form S-1 (File No. 333-275076) with respect to the IPO. Each Unit consisting of one share of Common Stock, one warrant to
+purchase one share of Common Stock at a price of $11.50, and one right entitling the holder to receive one-fifth (1/5) of one share of
+Common Stock upon consummation of our initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross
+proceeds of $$69,000,000. Simultaneously with the closing of the IPO, we consummated the private placement (the “Private Placement”)
+with Bengochea SPAC Sponsors I LLC, our sponsor, of 2,457,000 warrants, generating total proceeds of $2,457,000. 
+The Private Warrants are identical
+to the Warrants (as defined below) sold in the IPO except that the Private Warrants are non-redeemable and may be exercised on a cashless
+basis, in each case so long as they continue to be held by the Sponsor, or its permitted transferees. Additionally, our Sponsor agreed
+not to transfer, assign, or sell any of the Private Warrants or underlying securities (except in limited circumstances, as described in
+the Private Placement Warrants Subscription Statement) until the date we complete our initial business combination. The Sponsor was granted
+certain demand and piggyback registration rights in connection with the purchase of the Private Warrants. 
+A total of $69,000,000 of
+the net proceeds from the sale of Units in the IPO and the net proceeds from the Privat e Placement was placed in a trust account established
+for the benefit of our public shareholders in a trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer
+& Trust Company, acting as trustee. None of the funds held in trust will be released from the trust account, other than interest income
+to pay any tax obligations, until the earlier of (i) the consummation of the initial business combination, (ii) our failure to consummate
+a business combination by March 29, 2025 (or, if extended, June 29, 2024, if applicable), (iii) the redemption of any public shares properly
+submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (a) to modify the substance
+or timing of the ability of holders of our public shares to seek redemption in connection with our initial business combination or our
+obligation to redeem 100% of the public shares if we do not complete an initial business combination by March 29, 2025 (or, if extended,
+June 29, 2024), if applicable, or (b) with respect to any other provision relating to stockholders’ rights or pre-business combination
+activity. 
+Recent Developments 
+Entry into the Share Exchange Agreement 
+On September 27, 2024, we entered into a Share
+Exchange Agreement, which was subsequently amended and restated effective December 18, 2024, by and among Iron Horse, Rosy Sea Holdings
+Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Seller”) and Zhong Guo Liang Tou
+Group Limited, a company incorporated and existing under the laws of the British Virgin Islands (“CFI”) and a wholly owned
+subsidiary of Seller. Pursuant to the terms of the Business Combination Agreement, Iron Horse will purchase from Seller the ordinary shares
+of CFI, in exchange for shares of Common Stock of Iron Horse, as a result of which CFI will become a wholly owned subsidiary of Iron Horse.
+In connection with the acquisition, Iron Horse will change its name to “CN Healthy Food Tech Group Corp.” The board of directors
+of Iron Horse has unanimously (i) approved and declared advisable the Business Combination Agreement and the transactions contemplated
+by the Business Combination Agreement and Additional Agreements, and (ii) resolved to recommend approval of the Business Combination Agreement
+and related matters by the stockholders of Iron Horse once the Registration Statement has been declared effective. The Share Exchange
+Agreement provides, among other things, that we will purchase from Seller the ordinary shares of CFI in exchange for shares of the Company’s
+Common Stock, as a result of which the CFI will become a wholly owned subsidiary of Iron horse. Assuming that public holders of Common
+Stock eligible to have the Company redeem all or a portion of their shares of Common Stock in connection with the proposals to be presented
+to the Company’s stockholders at a meeting of such stockholders (the “Stockholder Meeting”) approve (the “Stockholders’
+Approval”) the Business Combination Agreement and the transactions contemplated thereby and by the related agreements (the “Transactions”)
+and certain related proposals (collectively, the “Transaction Proposals”) for a pro rata share of the funds on deposit in
+the Trust Account, the Company will issue to Seller 47,888,000 shares of Common Stock (the “Consideration”) pursuant to the
+Business Combination Agreement. The number of shares of Common Stock constituting the Consideration will be reduced on a one-for-one basis
+by the number of shares of Common Stock that remain in the Trust Account immediately prior to the closing of the Transactions (the “Closing”),
+such that if no eligible shares are redeemed, the number of shares of Common Stock constituting the Consideration will be 40,988,000. 
+1 
+Acquisition Strategy 
+Our team leveraged its skills
+and expertise to identify attractive target companies and provide guidance on the benefits of being a publicly-traded entity, including
+broader access to capital, increased liquidity for potential acquisitions, expanded branding opportunities in the marketplace, and reputational
+and consumer confidence gains, and on the process of transitioning from a private company to a public registrant. Consistent with this
+strategy, we identified various parameters and criteria that we think are important and relevant in evaluating prospective target businesses.
+We applied these parameters in evaluating prospects. 
+Although we disclosed in the
+IPO prospectus that we intended to initially focus on target companies within the media & entertainment industry with a primary focus
+on the United States, and in particular on identifying attractive targets among content studios and film production, family entertainment,
+animation, music, gaming, e-sports, talent management, and talent-facing brands and businesses, we considered prospective target businesses
+that were not limited to that industry or to a specific geographic region although. During this search process, we evaluated approximately
+59 business combination opportunities in North America as well as in Asia and in Europe, across a broad range of sectors including media,
+entertainment, live events, sports, health & fitness, AI, gaming, music, online gambling, fashion, consumer products, and more before
+deciding to move ahead with CFI. 
+● Growth
+Prospects : We intended to seek companies with high growth trajectories that are driven by competitive advantages that can be accelerated
+or magnified through a partnership with us and access to the public markets. 
+● 
+Earnings Potential : We intended to acquire one or more businesses that have multiple and diverse potential drivers of revenue and earnings growth and that have the potential to generate strong and stable free cash flow. 
+● 
+M&E Focus : We intended to prioritize entities within our team’s core spheres of expertise and from among our team’s proprietary connections, such as celebrity content producers and brands, family entertainment, animation, gaming, and music businesses which we believe have benefited from the evolving M&E ecosystem. This included businesses in entertainment for which AI-based technologies can enhance cash flows by improving efficiency or output or reduce costs. 
+● 
+Diversity : We intended to seek targets that can benefit from our team’s diversity and relationships in the M&E sector. This included prospective targets who can enhance their existing business and generate value by working with individual members of our team or becoming part of our team’s network; targets who are minority owned-or-operated; and targets who wish to increase or highlight their executive diversity. 
+● 
+Public Advantages : We intended to seek target companies that are public market ready and whose leadership teams have the vision to take advantage of and appreciate the benefits of becoming a publicly-traded entity. 
+● 
+Evolving Circumstance : We intended to seek companies which are capitalizing on M&E industry shifts and trends created by various factors such as the migration from cable television to streaming services and the proliferation of generative AI-based technologies. 
+● 
+Valuations : We considered ourselves to be rigorous, disciplined and valuation-centric investors, with a keen understanding of market value and successful track record. We intended to seek companies with a respectable market share and growth potential in the segments in which they operate. 
+These criteria are not intended
+to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant,
+on these general guidelines, as well as other considerations, factors and criteria deemed relevant by our management in effecting our
+initial business combination consistent with our business objectives. 
+As noted above, since CFI
+is not in the media and entertainment space, not all of the initial criteria and guidelines above were applicable. However, in evaluating
+CFI, we conducted a due diligence review which encompassed, among other things, meetings with incumbent management and employees, document
+reviews, interviews of distributors and suppliers, inspections of facilities, as well as reviewing financial and other information that
+was will be made available to us. 
+2 
+Selection of a Target Business and Structuring of a Business
+Combination 
+Subject to our management
+team’s fiduciary obligations and the limitations that a target business have a fair market value of at least 80% of the balance
+in the trust account (net of deferred underwriting commissions and taxes payable) at the time of the execution of a definitive agreement
+for our initial business combination, and that we must acquire a controlling interest in the target business, our management will have
+virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any specific attributes
+or criteria (financial or otherwise) for prospective target businesses other than the parameters described in the section titled “Acquisition
+Strategy” in this Annual Report. In evaluating a prospective target business, our management may consider a variety of factors in
+addition to those parameters, including: 
+● financial
+condition and results of operation; 
+● 
+growth potential; 
+● 
+brand recognition and potential; 
+● 
+experience and skill of management and availability of additional personnel; 
+● 
+capital requirements; 
+● 
+competitive position; 
+● 
+barriers to entry; 
+● 
+stage of development of the products, processes or services; 
+● 
+existing distribution and potential for expansion; 
+● 
+degree of current or potential market acceptance of the products, processes or services; 
+● 
+proprietary aspects of our tangible and intangible assets and the extent of intellectual property or other protections for our products, formulas, brands or media; 
+● 
+impact of regulation on the business; 
+● 
+regulatory environment of the industry; 
+● 
+costs associated with effecting the business combination; 
+● 
+industry leadership, sustainability of market share and attractiveness of industries in which a target business participates; and 
+● 
+macro competitive dynamics in the industry within which the company competes. 
+These criteria are not intended
+to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on
+the above factors as well as other considerations deemed relevant by our management team in effecting a business combination consistent
+with our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will
+encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other
+information which is made available to us. This due diligence review will be conducted either by our directors, officers, and/or strategic
+advisors, our professional advisors (such as lawyers, accountants, and financial advisors), and by unaffiliated third parties we may engage
+or that our sponsor may engage on our behalf pursuant to our administrative services agreement with our sponsor. 
+The time and costs required
+to select and evaluate a target business and to structure and complete our initial business combination cannot presently be ascertained
+with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with
+which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise
+complete a business combination. 
+Fair Market Value of Target Business 
+NASDAQ listing rules require
+that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance
+of the funds in the trust account (net of deferred underwriting commissions and taxes payable) at the time of the execution of a definitive
+agreement for our initial business combination. Notwithstanding the foregoing, if we are not then listed on NASDAQ for whatever reason,
+we would no longer be required to meet the foregoing 80% fair market value test. 
+3 
+We currently anticipate structuring
+a business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure
+our initial business combination where we merge directly with the target business or a newly formed subsidiary or where we acquire less
+than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders
+or for other reasons, but we do not intend to complete such business combination unless the post-transaction company owns or acquires
+50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for
+it not to be required to register as an investment company under the Investment Company Act of 1940, as amended. Even if the post-transaction
+company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively
+own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination
+transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the
+outstanding capital stock of a target. In this case, we could acquire a 100% controlling interest in the target; however, as a result
+of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own
+less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests
+or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses
+that is owned or acquired is what will be valued for purposes of the 80% of trust account balance test. 
+The fair market value of the
+target will be determined by our Board of Directors based upon one or more standards generally accepted by the financial community (such
+as actual and potential sales, earnings, cash flow and/or book value). The proxy solicitation materials or tender offer documents used
+by us in connection with any proposed transaction will provide public stockholders with our analysis of the fair market value of the target
+business, as well as the basis for our determinations. If our Board is not able to independently determine that the target business has
+a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent
+entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We will not be required to obtain
+an opinion from an investment banking firm as to the fair market value if our Board of Directors independently determines that the target
+business complies with the 80% threshold. 
+Business Combination Agreement 
+On September 27, 2024, Iron Horse entered into
+the Business Combination Agreement which was subsequently amended and restated effective December 18, 2014, by and among Iron Horse, Seller
+and CFI. and a wholly owned subsidiary of Seller. Pursuant to the terms of the Business Combination Agreement, Iron Horse will purchase
+from Seller the ordinary shares of CFI in exchange for shares of Common Stock of Iron Horse, as a result of which CFI will become a wholly
+owned subsidiary of Iron Horse. In connection with the acquisition, Iron Horse will change its name to “CN Healthy Food Tech Group
+Corp.” The board of directors of Iron Horse has unanimously (i) approved and declared advisable the Business Combination Agreement
+and the transactions contemplated by the Business Combination Agreement and Additional Agreements, and (ii) resolved to recommend approval
+of the Business Combination Agreement and related matters by the stockholders of Iron Horse once the Registration Statement has been declared
+effective. The following is a summary of the material changes that were included in the amended and restated Business Combination Agreement:
+(i) including CFI as a party to the Business Combination, which included CFI making the representations and warranties; (ii) including
+compensation to the Sponsor in the amount of $2,000,000 to be paid at the Closing; and (iii) updating Section 11.6 to include the additional
+Acquiror expenses that will be paid by CFI at the Closing and to include that the Acquiror Promissory Note will remain outstanding if
+the Closing does not occur due to a Terminating Acquiror Breach, that is not cured, or regulatory action. 
+Assuming that Iron Horse’s public stockholders
+elect to redeem all such eligible shares of Common Stock, Iron Horse will issue to Seller 47,888,000 shares of Common Stock (the “Consideration
+Shares”) pursuant to the Business Combination Agreement. The number of shares of Common Stock constituting the Consideration Shares
+will be reduced on a one-for-one basis by the number of shares of Common Stock that remain in the trust account immediately prior to the
+closing of the Business Combination (the “Closing”), such that if no eligible shares are redeemed, the number of shares of
+Common Stock constituting the Consideration Shares will be 40,988,000. 
+Representations and Warranties; Covenants 
+The parties to the Business Combination Agreement
+have agreed to customary representations and warranties for transactions of this type including representations and warranties with respect
+to CFI made by Seller. In addition, the parties agreed to be bound by certain customary covenants for transactions of this type, including,
+among others, covenants with respect to the conduct of Iron Horse and CFI and its subsidiaries during the period between the execution
+of the Business Combination Agreement and the Closing. Each of Seller and Iron Horse also agreed to use reasonable best efforts to obtain
+all material consents and approvals of third parties that the parties are required to obtain in order to consummate the Transactions,
+and to take or cause such other action as may be reasonably necessary or as the other party may reasonably request to consummate the Transactions
+as soon as practicable. Additionally, the parties have agreed not to facilitate, negotiate or enter into competing transactions, as further
+provided in the Business Combination Agreement. 
+Iron Horse and Seller also agreed, among other
+things, that during the period between the execution of the Business Combination Agreement and the Closing, to the extent permitted by
+applicable law, they will, and will cause their subsidiaries to, allow the other party and its representatives to continue to conduct
+due diligence investigations and examinations of CFI and its subsidiaries (on the part of Iron Horse) or Iron Horse (on the part of Seller),
+and cooperate with the other party and its representatives regarding all other due diligence matters, including document requests. 
+4 
+Iron Horse agreed to take all action within its
+power so that immediately following the Closing, Iron Horse’s board of directors will consist of no fewer than five individuals,
+two of whom may be designated by Iron Horse’s sponsor, and a majority of whom must qualify as independent directors under applicable
+stock exchange regulations, and that shall comply with all diversity requirements under applicable law. Seller agreed to take all action
+within its power so that immediately following the Closing, the board of directors of CFI and each subsidiary thereof consist of directors
+designated in writing by Iron Horse and that complies with applicable law. 
+Non-Solicitation Restrictions 
+Each of Iron Horse and CFI has agreed that from
+the date of the Agreement to the earlier of the Closing and the termination of the Agreement, neither CFI, on the one hand, nor Iron Horse,
+on the other hand, will (and will cause their respective Representatives not to) directly or indirectly: 
+● enter into, solicit, initiate or continue any discussions
+or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any
+information to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section
+13(d) of the Exchange Act, concerning any Alternative Transaction, 
+● enter into any agreement regarding, continue or otherwise
+participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would
+otherwise reasonably be expected to lead to, any Alternative Transaction, or 
+● commence, continue or renew any due diligence investigation
+regarding any Alternative Transaction. Such exclusivity provisions terminate immediately upon the earlier of (i) the Closing, or (ii)
+the termination of the Agreement. 
+Conditions to Closing 
+Under the Business Combination Agreement, the obligations
+of Iron Horse to consummate the Transactions are subject to the satisfaction or waiver of certain closing conditions, including, without
+limitation: 
+● the Stockholders’ Approval having been obtained; 
+● all regulatory approvals, consents, actions, inactions, or
+waivers necessary or advisable to lawfully complete the Transactions having been obtained, expired or terminated, as applicable; 
+● the registration statement containing the proxy statement/prospectus
+to be filed by Iron Horse with the Securities and Exchange Commission (the “SEC”) relating to the shares of Common Stock
+to be issued pursuant to the Business Combination Agreement (the “Registration Statement”) becoming effective under the Securities
+Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of the Registration Statement
+having been issued, and no proceeding seeking such a stop order having been threatened or initiated by the SEC and not withdrawn; 
+● the Common Stock to be issued in connection with the Transactions
+having been approved for listing on The Nasdaq Stock Market LLC; 
+● no order or law having been issued by any governmental entity,
+securities exchange or similar body that is then in effect or pending and that has the effect of making the Transactions illegal or that
+otherwise prevents or prohibits consummation of the Transactions; 
+● the representations and warranties of Seller being true and
+correct, subject to the materiality standards contained in the Business Combination Agreement; 
+● material compliance by Seller with its pre-closing covenants; 
+● the absence of a Company Material Adverse Effect (as defined
+in the Business Combination Agreement); 
+● Seller having executed the Shareholder Support Agreement and
+the Lock-Up Agreement (each as defined below); and 
+● Iron Horse having completed and being reasonably satisfied
+with its due diligence review of CFI. 
+5 
+Under the Business Combination Agreement, the obligations
+of Seller to consummate the Transactions are subject to the satisfaction or waiver of certain closing conditions, including, without limitation: 
+● the representations and warranties of Iron Horse being true
+and correct, subject to the materiality standards contained in the Business Combination Agreement; 
+● material compliance by Iron Horse with its pre-closing covenants;
+and 
+● the absence of an Acquiror Material Adverse Effect (as defined
+in the Business Combination Agreement). 
+Termination 
+The Business Combination Agreement provides that
+it may be terminated, and the Transactions abandoned, under certain customary and limited circumstances, including, without limitation: 
+● upon the mutual written consent of Seller and Iron Horse; 
+● by either Seller or Iron Horse if any governmental entity,
+court, securities exchange or similar body shall have issued an order that has the effect of making consummation of the Transactions
+illegal or otherwise preventing or prohibiting consummation of the Transactions and such order shall have become final and nonappealable; 
+● by Seller within 10 business days after Iron Horse changes
+its recommendation with respect to the Transaction Proposals; 
+● by either Seller or Iron Horse if Iron Horse holds the Stockholder
+Meeting and the Stockholders’ Approval is not received; 
+● by Iron Horse if Seller has not delivered required audited
+and unaudited financial statements of CFI by certain dates; 
+● by either Seller or Iron Horse if the other is in breach of
+any of its representations, warranties, covenants or agreements set forth in the Business Combination Agreement such that certain conditions
+to the Closing cannot be satisfied and such breach is not capable of being cured or is not cured within 30 days after receipt of notice
+of such breach; or 
+● by either Seller or Iron Horse if the Closing has not occurred
+on or before September 1, 2025. 
+Neither Seller nor Iron Horse is required to pay a termination fee
+or reimburse the other for its expenses as a result of a termination of the Business Combination Agreement. Each of them will, however,
+remain liable for willful and material breaches of the Business Combination Agreement prior to termination. 
+Other Agreements 
+Shareholder Support Agreement 
+The Business Combination Agreement provides that,
+subsequent to the execution and delivery of the Business Combination Agreement, Seller, Iron Horse and CFI will enter into a voting and
+support agreement pursuant to which, among other things, Seller will agree that it will not transfer and will vote its ordinary shares
+of CFI in favor of the Business Combination Agreement (including by execution of a written consent) and the Transactions, and that it
+will take such other actions as may be necessary to further its performance of the Business Combination Agreement and the consummation
+of the Transactions. 
+Sponsor Support Agreement 
+The Business Combination Agreement provides that,
+subsequent to the execution and delivery of the Business Combination Agreement, Seller, Iron Horse and Iron Horse’s sponsor will
+enter into a voting support agreement pursuant to which, among other things, the sponsor will agree that it will not transfer and will
+vote its shares of Common Stock and Iron Horse’s preferred stock, or any additional shares of Common Stock or Iron Horse’s
+preferred stock that it acquires prior to the Stockholder Meeting, in favor of the Business Combination Agreement and the Transactions
+and each of the Transaction Proposals. 
+Lock-Up Agreement 
+The Business Combination Agreement provides that,
+subsequent to the execution and delivery of the Business Combination Agreement, Seller will enter into lock-up agreements with Iron Horse
+pursuant to which, among other things, Seller will agree that it will not sell, for the period set forth therein, the shares of Common
+Stock it receives under the Business Combination Agreement. 
+6 
+Registration Rights Agreement 
+The Business Combination Agreement provides that
+Iron Horse and Seller will at the Closing enter into a registration rights agreement pursuant to which, among other things, Iron Horse
+will agree to provide Seller with certain rights relating to the registration for resale of the shares of Common Stock it receives under
+the Business Combination Agreement. 
+Consulting Agreements 
+The Business Combination Agreement provides that
+New CFI will enter into a Consulting Agreement with each of Mr. Bengochea and Mr. Caragol, which will be effective immediately after Closing.
+Mr. Bengochea and Mr. Caragol shall assist New CFI’s management, Board of Directors and Board committees in regard (i) financial
+reporting, (ii) SEC filings (iii) coordination with its auditors, (iv) governance issues, (v) investor relations, and (vi) any other activities
+that are reasonably requested. In addition, they will attend all New CFI’s Board of Director meetings as an observer. The Consulting
+Agreement will be for a six month term post-Closing, unless earlier terminated or extended by the parties. The consulting fee shall be
+500,000 restricted shares of New CFI common stock, which shares shall be registered on a registration statement post-Closing. Any additional
+compensation to be paid upon extension of the term shall be mutually agreed to by and between New CFI and each of Mr. Bengochea and Mr.
+Caragol. New CFI shall reimburse each of Mr. Bengochea and Mr. Caragol for ordinary and customary expenses incurred in performing the
+consulting services. Any extraordinary expenses, require consent of New CFI. 
+Effecting Our Initial Business Combination 
+We are not presently engaged in, and we will not
+engage in, any operations for an indefinite period of time following the IPO. We intend to effectuate our initial business combination
+using cash from the proceeds of the IPO and the private placement of the private placement warrants. 
+In connection with the proposed business combination,
+we are seeking stockholder approval at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless
+of whether they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate
+amount then on deposit in the trust account (net of taxes payable), subject to the limitations described herein and in our amended and
+restated certificate of incorporation. We will consummate our initial business combination only if a majority of the outstanding shares
+of common stock voted are voted in favor of the business combination. We have no specified maximum percentage threshold for redemptions
+in our amended and restated certificate of incorporation and even those public stockholders who vote in favor of our initial business
+combination have the right to convert their public shares. As a result, this may make it easier for us to consummate our initial business
+combination. 
+Public stockholders may
+therefore have to wait up to 18 months, if we extend the time to complete a business combination by another three months, as
+described in this Annual Report) from the closing of our IPO in order to be able to receive a pro rata share of the trust
+account. 
+Our initial stockholders,
+officers and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination,
+(2) not to convert any shares of common stock in connection with a stockholder vote to approve a proposed initial business combination
+and (3) not sell any shares of common stock in any tender in connection with a proposed initial business combination. 
+None of our officers, directors,
+initial stockholders or their affiliates has indicated any intention to purchase units or shares of common stock from persons in the open
+market or in private transactions. However, if we hold a meeting to approve a proposed business combination and a significant number of
+stockholders vote, or indicate an intention to vote, against such proposed business combination or that they wish to convert their shares,
+our officers, directors, initial stockholders or their affiliates could make such purchases in the open market or in private transactions
+in order to reduce the number of redemptions. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates
+will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which
+are rules designed to stop potential manipulation of a company’s stock. 
+Redemption Rights (a/k/a Conversion Rights) 
+At any meeting called to approve
+an initial business combination, public stockholders may seek to convert their shares, regardless of whether they vote for or against
+the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust
+account as of two business days prior to the consummation of the initial business combination, less any taxes then due but not yet paid.
+The per-share amount we will distribute to investors who properly convert their shares will not be reduced by the deferred underwriting
+commissions we will pay to EF Hutton. 
+Our initial stockholders and
+our officers and directors will not have redemption rights with respect to any shares of common stock owned by them, directly or indirectly,
+whether acquired prior to the IPO or purchased by them in the IPO or in the aftermarket. Additionally, the holders of Founder Shares will
+not have redemption rights with respect to the 35,000 shares of Common stock we issued to EF Hutton and its designees in the IPO (the
+“Representative Shares”). 
+7 
+We may require public stockholders,
+whether they are a record holder or hold their shares in “street name,” to either (i) tender their certificates to our transfer
+agent or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal
+At Custodian) System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with
+the proposal to approve the business combination. 
+There is a nominal cost associated
+with the above-referenced delivery process and the act of certificating the shares or delivering them through the DWAC System. The transfer
+agent will typically charge the tendering broker a nominal amount and it would be up to the broker whether or not to pass this cost on
+to the holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights.
+The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. 
+However, in the event we require
+stockholders seeking to exercise redemption rights prior to the consummation of the proposed business combination and the proposed business
+combination is not consummated this may result in an increased cost to stockholders. 
+Any proxy solicitation materials
+we furnish to stockholders in connection with a vote for any proposed business combination will indicate whether we are requiring stockholders
+to satisfy such certification and delivery requirements. Accordingly, a stockholder would have from the time the stockholder received
+our proxy statement up until the vote on the proposal to approve the business combination to deliver his or her shares if he or she wishes
+to seek to exercise his or her redemptions rights. This time period varies depending on the specific facts of each transaction. However,
+as the delivery process can be accomplished by the stockholder, whether or not he is a record holder or his shares are held in “street
+name,” in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his shares through
+the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot assure you of this fact. Please
+see the risk factor in our Prospectus titled “ In connection with any stockholder meeting called to approve a proposed initial
+business combination, we may require stockholders who wish to convert their shares in connection with a proposed business combination
+to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior
+to the deadline for exercising their rights. ” for further information on the risks of failing to comply with these requirements. 
+Any request to convert such
+shares once made, may be withdrawn at any time up to the vote on the proposed business combination or the expiration of the tender offer.
+Furthermore, if a holder of public shares delivered his or her certificate in connection with an election of their redemption and subsequently
+decides prior to the applicable date not to elect to exercise such rights, he or she may simply request that the transfer agent return
+the certificate (physically or electronically). 
+If the initial business combination
+is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be
+entitled to convert their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any shares
+delivered by public holders. 
+Liquidation if No Business Combination 
+Our amended and restated certificate
+of incorporation provides that we will have only 12 months from the closing of our IPO to complete an initial business combination. However,
+we may extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total
+of 18 months to complete a business combination). In order to extend the time available for the Company to consummate a business Combination,
+without the need for a separate stockholder vote, our sponsor must, upon five days’ advance notice prior to the application deadline,
+deposit into the trust account $229,770 ($0.0333 per unit), or an aggregate of $459,540, for each three-month extension, on or prior to
+the date of the application deadline. On December 16, 2024, Iron Horse deposited $229,770 into the trust account to extend the amount
+of time it has available to complete a business combination to March 29, 2025. In the event that the stockholders, or affiliates or designees,
+elect to extend the time to complete the Company’s initial business combination and deposit the applicable amount of money into
+trust, the initial stockholders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit
+that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside
+the trust account to do so. Such note would be paid upon consummation of the Company’s initial business combination. 
+If we have not completed an
+initial business combination by such date and stockholders have not otherwise amended our charter to extend this date, we will (i) cease
+all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
+redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
+the trust account, including any interest not previously released to us but net of taxes payable and up to $100,000 of interest income
+that may be released to us for liquidation expenses, divided by the number of then outstanding public shares, which redemption will completely
+extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),
+subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
+stockholders and our Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under
+Delaware law to provide for claims of creditors and the requirements of other applicable law. 
+8 
+Our initial stockholders,
+officers and directors have agreed that they will not propose any amendment to our amended and restated certificate of incorporation that
+would affect our public stockholders’ ability to convert or sell their shares to us in connection with a business combination as
+described herein or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business
+combination within 12 months (or up to 18 months, if we extend the time to complete a business combination as described in this Annual
+Report) from the closing of our IPO unless we provide our public stockholders with the opportunity to convert their shares of common stock
+upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
+interest not previously released to us but net of franchise and income taxes payable, divided by the number of then outstanding public
+shares. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our initial stockholders,
+executive officers, directors or any other person. 
+Under the Delaware General
+Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
+by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100%
+of our outstanding public shares in the event we do not complete our initial business combination within the required time period may
+be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section
+280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including
+a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation
+may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders,
+any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata
+share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third
+anniversary of the dissolution. It is our intention to redeem our public shares as soon as reasonably possible following our 12-month
+anniversary (or up to 18 months, if we extend the time to complete a business combination as described in this Annual Report), and, therefore,
+we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of
+distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such
+date. 
+Furthermore, if the pro rata
+portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do
+not complete our initial business combination within the required time period is not considered a liquidation distribution under Delaware
+law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the
+statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years,
+as in the case of a liquidation distribution. 
+Because we will not be complying
+with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt
+a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may
+be potentially brought against us within the subsequent ten years. However, because we are a blank check company, rather than an operating
+company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise
+would be from our current and former vendors (such as lawyers, auditors investment bankers, etc.) or prospective target businesses. 
+We are required to seek to
+have all third parties (including any vendors or other entities we may engage) and any prospective target businesses enter into agreements
+with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. As a result,
+the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability
+extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant
+impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless, MaloneBailey, LLP, our independent
+registered public accounting firm, and the underwriters of the offering, will not execute agreements with us waiving such claims to the
+monies held in the trust account. Furthermore, there is no guarantee that other vendors, service providers and prospective target businesses
+will execute such agreements. Nor is there any guarantee that, even if they execute such agreements with us, they will not seek recourse
+against the trust account. Bengochea SPAC Sponsors I LLC, an entity affiliated with Mr. Bengochea, has agreed that it will be liable to
+ensure that the proceeds in the trust account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors
+or other entities that are owed money by us for services rendered or contracted for or products sold to us, but we cannot assure you that
+it will be able to satisfy its indemnification obligations if it is required to do so. We have not independently verified whether Bengochea
+SPAC Sponsors I LLC has sufficient funds to satisfy its indemnity obligations, we have not asked it to reserve for such obligations and
+we do not believe it has any significant liquid assets. Accordingly, we believe it is unlikely that it will be able to satisfy its indemnification
+obligations if it is required to do so. Additionally, the agreement Bengochea SPAC Sponsors I LLC entered into specifically provides for
+two exceptions to the indemnity given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or
+other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any
+monies held in the trust account, or (2) as to any claims for indemnification by EF Hutton against certain liabilities, including liabilities
+under the Securities Act. As a result, if we liquidate, the per-share distribution from the trust account could be less than $10.00 due
+to claims or potential claims of creditors. 
+9 
+We anticipate notifying the
+trustee of the trust account to begin liquidating such assets promptly after our 12-month anniversary (or up to 18 months, if we extend
+the time to complete a business combination as described in this Annual Report) and anticipate it will take no more than 10 business days
+to effectuate such distribution. The holders of the Founder Shares have waived their rights to participate in any liquidation distribution
+from the trust account with respect to such shares. There will be no distribution from the trust account with respect to our rights or
+warrants, which will expire worthless. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust
+account. If such funds are insufficient, we will use the up to $100,000 of interest earned on the funds held in the trust account that
+may be released to us for our liquidation expenses. 
+If we are unable to complete
+an initial business combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account,
+and without taking into account interest, if any, earned on the trust account, or any increase as a result of our extending the time to
+consummate a business combination as described herein, the initial per-share redemption price would be $10.00. As discussed above, the
+proceeds deposited in the trust account could become subject to claims of our creditors that are in preference to the claims of public
+stockholders. 
+Our public stockholders shall be entitled to receive
+funds from the trust account only in the event of our failure to complete a business combination within the required time period, if the
+stockholders seek to have us convert or purchase their respective shares upon a business combination which is actually completed by us
+or upon certain amendments to our amended and restated certificate of incorporation prior to consummating an initial business combination.
+In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account. 
+If we are forced to file a
+bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could
+be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with
+priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will
+be able to return to our public stockholders at least $10.00 per share. 
+If we are forced to file a
+bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders
+could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent
+conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because
+we intend to distribute the proceeds held in the trust account to our public stockholders promptly after 12 months (or up to 18 months,
+if we extend the time to complete a business combination as described in this Annual Report) from the closing of our IPO, this may be
+viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions
+from our assets. Furthermore, our Board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted
+in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust
+account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. 
+Amended and Restated Certificate of Incorporation 
+Our amended and restated certificate
+of incorporation contains certain requirements and restrictions relating to our operations that will apply to us until the consummation
+of our initial business combination. These provisions cannot be amended without the approval of a majority of our stockholders. If we
+seek to amend any provisions of our amended and restated certificate of incorporation that would affect our public stockholders’
+ability to convert or sell their shares to us as described herein or affect the substance or timing of our obligation to redeem 100% of
+our public shares if we do not complete a business combination within 12 months (or up to 18 months, if we extend the time to complete
+a business combination as described in this Annual Report) from the closing of our IPO, we will provide public stockholders with the opportunity
+to convert their public shares in connection with any such vote. This redemption right shall apply in the event of the approval of any
+such amendment, whether proposed by any executive officer, director, initial stockholder, or any other person. Our initial stockholders,
+officers and directors have agreed to waive any redemption rights with respect to any Founder Shares and any public shares they may hold
+in connection with any vote to amend our amended and restated certificate of incorporation. Specifically, our amended and restated certificate
+of incorporation provides, among other things, that: 
+● we
+shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders
+may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or don’t vote
+at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide
+our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder
+vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable),
+in each case subject to the limitations described herein and in our amended and restated certificate of incorporation; 
+● we
+will consummate our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor
+of the business combination; 
+● if
+our initial business combination is not consummated within 12 months (or up to 18 months, if we extend the time to complete a business
+combination as described in this Annual Report) from the closing of our IPO, then we will redeem all of the outstanding public shares
+and thereafter liquidate and dissolve our company; 
+10 
+● we
+may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization
+or similar transaction prior to our initial business combination; and 
+● prior
+to our initial business combination, we may not issue additional stock that participates in any manner in the proceeds of the trust account,
+or that votes as a class with the common stock sold in our IPO on an initial business combination. 
+Financial Position 
+With funds available for an
+initial business combination initially in the amount of $66,481,500 assuming no redemptions before non-reimbursable fees and expenses
+associated with our initial business combination and after payment of $2,518,500 of deferred underwriting fees and any offering costs,
+we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential
+growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able
+to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the
+flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to
+fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will
+be available to us. 
+Employees 
+We have two executive officers.
+These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they
+deem necessary to our affairs. Since the selection of CFI as the business target, management has spent more time investigating and negotiating
+and processing the business combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable
+target business. We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our
+business. We do not intend to have any full-time employees prior to the consummation of a business combination.

raw/filings/0001901203/2024/0001213900-25-015846/item13.txt

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+ITEM 13. 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
+26

raw/filings/0001901203/2025/0001213900-26-037655/filing_metadata.csv

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+0001901203,UCFIW,CN Healthy Food Tech Group Corp.,2025,10-K,2026-03-31,2025-12-31,2026-03-31T21:23:58.000Z,0001213900-26-037655,ea0284238-10k_cnhealthy.htm,ANNUAL REPORT,916209,0,0,https://www.sec.gov/Archives/edgar/data/1901203/000121390026037655/ea0284238-10k_cnhealthy.htm,https://www.sec.gov/Archives/edgar/data/1901203/000121390026037655/

raw/filings/0001901203/2025/0001213900-26-037655/item1.txt

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+ITEM 1. BUSINESS 
+BUSINESS 
+Our Holding Company Structure
+and China Business Operations 
+The figure below illustrates
+our corporate structure, including our major subsidiaries and other subsidiaries as of the reporting date of this annual report. 
+CN Healthy Tech Group Corp.is
+a holding company without substantive operations, with the Group’s core business being managed by its domestic wholly-owned subsidiaries
+(together, the “Group”). These entities focus on developing, manufacturing, and marketing premium health foods driven by AI-powered
+biotechnology and biotech innovation. By integrating modern biotechnology with traditional Chinese medicine principles, the Group addresses
+the market’s growing demand for safe, high-quality nutritional products. 
+The group’s wholly-owned subsidiaries
+within China are as follows: 
+● Heilongjiang Zhongnengliangke Agricultural Technology Co., Ltd.
+(a wholly-owned subsidiary of Grain Science Innovation Biotechnology (BVI) Limited (“CFI HK”)), a limited liability company
+established under the laws of the People’s Republic of China, hereinafter referred to as “Operating Company 1”) 
+● Harbin Kangliang Kechuang Co., Ltd. (a wholly-owned subsidiary
+of Operating Company 1, a limited liability company established in accordance with the laws of the People’s Republic of China, hereinafter
+referred to as “Operating Company 2”) 
+● Heilongjiang Beikang Biotechnology Co., Ltd. (a wholly-owned
+subsidiary of Operating Company 1, a limited liability company established in accordance with the laws of the People’s Republic of China,
+hereinafter referred to as “Operating Company 3”) 
+1 
+● Harbin Nongke Internet Technology Co., Ltd. (a wholly-owned
+subsidiary of Operating Company 1, a limited liability company established in accordance with the laws of the People’s Republic of China,
+abbreviated as “Operating Company 4”), and 
+● Zhuhai Liangke Biotechnology Co., Ltd. (a wholly-owned subsidiary
+of Operating Company 1, a limited liability company established in accordance with China law, abbreviated as “Operating Company
+5”). 
+On September 30, 2025 (the
+“Closing Date”), Iron Horse Acquisition Corp. (“Iron Horse)” consummated the merger transactions contemplated
+by the business combination agreement (the “Initial BCA”) executed during September 2024 with Zhong Guo Liang Tou Group Limited,
+a company incorporated and existing under the laws of the British Virgin Islands (“Legacy CFI”), and Rosy Sea, the owner of
+100% of the issued and outstanding capital stock of Legacy CFI. 
+On September 30, 2025 (the
+“Closing Date”), Iron Horse Acquisition Corp. (“Iron Horse)” consummated the merger transactions contemplated
+by the business combination agreement (the “Initial BCA”) executed during September 2024 with Zhong Guo Liang Tou Group Limited,
+a company incorporated and existing under the laws of the British Virgin Islands (“Legacy CFI”), and Rosy Sea Holdings Limited,
+a company incorporated and existing under the laws of the British Virgin Islands (“Rosy Sea” or the “Seller”)
+and the owner of 100% of the issued and outstanding capital stock of Legacy CFI. 
+On October 1, 2025, the newly
+merged company was renamed CN Healthy Food Tech Group Corp. and began trading on the Nasdaq market on October 1, 2025, under the stock
+codes “UCFI” and “UCFIW”. Following its listing on Nasdaq on October 1, 2025, the Company was notified by Nasdaq that
+it had received a notification from personnel at the China Securities Regulatory Commission (the “CSRC”) informing Nasdaq
+that the CSRC had not yet completed its process of review of the Company’s U.S. listing. As a result, Nasdaq has halted trading
+of the Company’s common stock and warrants while it seeks clarification of these matters from the Company. The Company has provided
+Nasdaq with additional documentation and is awaiting further information at this time. 
+The main administrative office
+of CFI Group is located at Rooms 1901-1930, T3 Office Building, Hengqin Huafa Commercial City, No.128 Rong ‘ao Road, Hengqin Guangdong-Macao
+In-depth Cooperation Zone, Zhuhai City, Guangdong Province, People’s Republic of China. Contact number: (+86) 0756-8300080. 
+Our business operations in
+China face various risks and uncertainties. Our business operations are primarily conducted in China and are subject to complex and evolving
+Chinese laws and regulations. For example, we face risks related to regulatory approvals for overseas issuances, antitrust regulatory
+actions, as well as cybersecurity and data privacy regulations, which may affect our ability to conduct specific businesses, accept foreign
+investments, or list and issue securities on exchanges in the United States or other foreign jurisdictions. These risks may lead to significant
+adverse changes in our operations and common stock value, severely limit or completely hinder our ability to continue issuing securities
+to investors, or cause such securities to experience substantial declines in value or even become worthless. For a detailed description
+of risks associated with conducting business in China, please refer to “

raw/filings/0001901203/2025/0001213900-26-037655/item13.txt

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+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+45

raw/filings/0001901336/2024/0001410578-25-000635/filing_metadata.csv

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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
+0001901336,ALCYF,Alchemy Investments Acquisition Corp 1,2024,10-K,2025-04-03,2024-12-31,2025-04-03T20:01:36.000Z,0001410578-25-000635,alcy-20241231x10k.htm,10-K,6068354,1,1,https://www.sec.gov/Archives/edgar/data/1901336/000141057825000635/alcy-20241231x10k.htm,https://www.sec.gov/Archives/edgar/data/1901336/000141057825000635/

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+Item 1. BUSINESS 
+General 
+We are a blank check company incorporated on October 27, 2021, as a Cayman Islands exempted company for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have neither engaged in any operations nor generated any revenue to date. We have reviewed a number of opportunities to enter into an initial business combination. 
+While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to look at deep technology with a focus on data analytics. We plan to focus on companies acquiring, processing, analyzing, and utilizing data acquired from a variety of systems and sources. This data may be used to enable and deliver applications such as: remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, data science, and their adjacent industries. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. 
+On October 31, 2024 the Company held the annual general meeting (the “Annual Meeting”). The shareholders of the Company approved the following proposals at the Annual Meeting: (a) as a special resolution, to amend the Company’s Articles of Association as a special resolution, to provide the Company the right to extend the date by which it has to complete a business combination for a three month extension or until February 9, 2025, then on a month-to-month basis thereafter, as determined by the Directors in their sole discretion, until September 9, 2025, by placing $90,000 into the trust account held at Continental Stock & Transfer Company for the three month period, then $30,000 per month thereafter until September 9, 2025, (the “Charter Amendment Proposal”); and (b) as an ordinary resolution, a proposal to consider and vote to ratify the appointment of Marcum LLP as the independent registered public accounting firm for the fiscal year December 31, 2024 (the “Ratification of Auditors Proposal”). 
+In connection with the shareholders’ vote at the Annual Meeting of shareholders held by the Company on October 31, 2024, 10,438,037 Class A Shares were tendered for redemption, leaving 4,532,462 Class A Shares, which includes the 2,874,999 Class A shares that were issued in exchange for the Class B shares on October 22, 2024, and one Class B Share. As a result, approximately $114,357,720 (or approximately $10.95 per share) will be removed from the Company’s trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company since that date. After the redemptions, approximately $11,634,723 remained in the Company’s trust account. 
+Our Management Team 
+We will seek to capitalize on the experience and networks of our management team. Our team consists of seasoned and experienced professionals who have experience in equity investments, finance, business operations and management, as well as deal negotiation. We believe our team has the ability to source attractive deals and find good investment opportunities from private and public sources in their networks. 
+Other members of our management also have extensive experience in sourcing and evaluating potential investment targets, and have developed a proprietary network of business leaders, investors and intermediaries that we believe can generate deal flow for us. 
+Our management team is led by Steven M. Wasserman, our Non-Executive Chairman, Mattia Tomba and Vittorio Savoia, our Co-Chief Executive Officers (“co-CEOs”), and Harshana Sidath Jayaweera, our Chief Financial Officer. The other members of our board of directors are Debbie S. Zoldan, Pablo Terpollili, Carlo Tursi, and Jinal Kumar Bipin Shah. With their support, we intend to conduct a disciplined process of deal origination and evaluation, due diligence, and investment. 
+1 
+Table of Contents 
+Our group of independent directors provide public company governance, executive leadership, operational oversight, private equity investment management and capital markets experience. Our board members have extensive experience, having served as directors or officers for numerous publicly-listed and privately-owned companies. Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. 
+We believe our management team is uniquely positioned to take advantage of the growing set of acquisition opportunities in the remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, data science, including their adjacent industries and that our contacts and relationships, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our shareholders. 
+The past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate and certain members of our management team do not have previous experience with special purpose acquisition companies or blank check companies. However, we believe that the skills and professional network of our management team will enable us to identify, structure and consummate a business combination. You should not rely on the historical record of the performance of our management team or any of its affiliates’ performance as indicative of our future performance. 
+Business Strategy 
+While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to look at deep technology with a focus on data analytics. We plan to focus on companies acquiring, processing, analyzing, and utilizing data acquired from a variety of systems and sources. This data may be used to enable and deliver applications such as: remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, data science, and their adjacent industries. 
+We believe there is a diverse set of opportunities globally where value can be unlocked by accessing international capital markets. We believe our management team is uniquely qualified to use its extensive networks and experience to source and execute a business combination. Possible acquisitions may involve special situations in which significant value can be created by recapitalization, providing growth capital and allowing the company to use its listing to engage in additional consolidations in its industry. 
+We intend to capitalize on the operating experience and contacts of Steven M. Wasserman, our Non-Executive Chairman, and Mattia Tomba and Vittorio Savoia, our co-CEOs, along with the other members of our management team in consummating an initial business combination. These individuals have extensive transactional experience and a broad network of contacts to assist in our search for a target business. 
+Acquisition Criteria 
+The focus of our management team is to create shareholder value by leveraging its experience to improve the efficiency of the business while implementing strategies to grow revenue and profits organically and/or through acquisitions. Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see fit to do so: 
+Strong Growth Potential. As a result of the space and data economy and related services’ strong growth over the past several decades, there are a large number of domestic and regional companies with principal business operations which are serving the ever-increasing emerging needs of the economy. In addition, we intend to target businesses that have historically demonstrated revenue growth and possess favorable future growth characteristics, combined with a durable business model that is resistant to macroeconomic volatility. We will seek target businesses for which we can provide strategic advice, access to sufficient capital and effective operational expertise, to grow the business. 
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+Unique Market Position. We intend to seek target businesses with an industry or businesses that have leading competitive technology, unique brand equity and/or product competences. In particular, we intend to seek businesses that may be at a point of achieving high growth and require additional expertise or capital to help drive their further expansion. 
+Benefit from Capital Markets. We intend to seek to acquire a target with an experienced operating management team that may lack experience with the capital markets but that has the ambition to take advantage of the improved liquidity and additional capital that can come from a successful listing in the United States. The access to the capital markets could allow such a target business to accelerate its growth and build capital profile. 
+These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. 
+Initial Business Combination 
+The Nasdaq Stock Market LLC (“Nasdaq”) rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. 
+We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). 
+Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital share, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. 
+To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. 
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+In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. 
+Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. 
+Sourcing of Potential Initial Business Combination Targets 
+Certain members of our management team have spent significant portions of their careers working with businesses or government agencies involving remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, data science, including their adjacent industries, and have developed a wide network of professional services contacts and business relationships in those industries. 
+We believe that the network of contacts and relationships of our management team provides us with an important source of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banks, consultants, accounting firms and large business enterprises. 
+Members of our management team and our independent directors directly or indirectly own founder shares and/or placement shares and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that the members of our management team paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if the company selects an acquisition target that subsequently declines in value and is unprofitable for public investors. In the event we do not consummate a business combination within 18 months from the closing of the initial public offering, the founder shares and placement shares will expire worthless which could create an incentive for our officers and directors to complete a transaction even if the company selects an acquisition target that subsequently declines in value and is unprofitable for public investors. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 
+In addition, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. 
+In addition, certain of our officers and directors presently sponsor and any of them or our sponsor may in the future sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. 
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+Status as a Public Company 
+We believe our structure will make us an attractive business combination partner to target businesses. As a public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. Following an initial business combination, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders’ interests than it would as a private company. A target business can further benefit by augmenting its profile among potential new customers and vendors and aid in attracting talented employees. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares in the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. 
+Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with an initial business combination with us. 
+Furthermore, once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees. 
+While we believe that our structure and our management team’s backgrounds make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively. 
+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 JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 
+In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. 
+We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. 
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+Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary Shares held by non-affiliates equals or exceeds $250 million as of the end of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the prior June 30. 
+Financial Position 
+With $11,851,808 available in the trust account as of December 31, 2024, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us. 
+Effecting Our Initial Business Combination 
+We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following our initial public offering. We intend to utilize cash derived from the proceeds of our initial public offering and the private placement of the placement shares, as well as our equity, debt or a combination of these, in effecting a business combination which has not yet been identified. Accordingly, investors in our securities are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination. 
+We will either (1) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek shareholder approval of our proposed business combination or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. If we decide to allow shareholders to sell their shares to us in a tender offer, we will file tender offer documents with the Securities and Exchange Commission (the “SEC”) which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. If we seek shareholder approval of our initial business combination, we will consummate our initial business combination only if approved as an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shares held by shareholders who attend and vote at a general meeting of the company to approve the business combination or as a special resolution under Cayman Islands law, which requires the affirmative vote of at least a two-thirds (2/3) majority of the shares held by shareholders who attend and vote at a general meeting of the company to approve the business combination to the extent that such business combination is structured as a merger. 
+We have until September 9, 2025, so long as the Company deposits $30,000 each month, to consummate our initial business combination. If we anticipate that we may not be able to consummate our initial business combination within such 18 month period, we may seek shareholder approval of the amendments to our amended and restated memorandum and articles of association for any extension beyond 18 months at a meeting called for such purpose. Public shareholders will be offered the opportunity to vote on and redeem their shares in connection with any such extension. 
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+If we are unable to consummate an initial business combination within the applicable time period, we will redeem 100% of our issued and outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to liquidate and dissolve. We expect the pro rata redemption price to be approximately $10.15 per Class A Ordinary Share, without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. 
+If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A Ordinary Shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 
+We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. If we raise additional funds through equity or convertible debt issuances, our existing shareholders may suffer significant dilution and these securities could have rights that rank senior to our Class A Ordinary Shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. In addition, we intend to target businesses larger than we could acquire with the net proceeds of our initial public offering and the sale of the placement shares, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by applicable law or share exchange requirements, we would seek shareholder approval of such financing. There are no prohibitions on our ability to raise funds privately, or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. 
+Sources of Target Businesses 
+We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and investment professionals, as a result of being solicited by us by calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Report and know what types of businesses we are targeting. Our officers and directors, as well as our sponsor and their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors and our sponsor and their affiliates. We may engage the services of professional firms or other individuals that specialize in business acquisitions. If we engage such firms or individuals, we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination except as set forth herein. We pay Alchemy Investment Management LLC, an affiliate of our sponsor, a total of $10,000 per month for secretarial and administrative support services and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and 
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+completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial business combination candidate. 
+We are not prohibited from pursuing an initial business combination with a target that is affiliated with our sponsor, officers or directors or making the initial business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of our independent and disinterested directors, would obtain an opinion from an independent investment banking firm or from an independent entity that commonly renders valuation opinions that the business combination is fair to our shareholders from a financial point of view. We are not required to obtain such an opinion in any other context. 
+As more fully discussed in the section of this Report entitled “ Directors, Executive Officers And Corporate Governance — Conflicts of Interest ,” if any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. 
+Selection of a Target Business and Structuring of our Initial Business Combination 
+Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of our initial business combination will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will virtually have unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. 
+In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into account for purposes of Nasdaq’s 80% fair market value test. There is no basis for investors in our securities to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination. 
+To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. 
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+In evaluating a prospective business target, we expect to conduct a thorough due diligence review, which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information that will be made available to us. 
+Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. 
+Lack of Business Diversification 
+For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. In addition, we intend to focus our search for an initial business combination in a single industry. By completing our initial business combination with only a single entity, our lack of diversification may: 
+● subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and 
+● cause us to depend on the marketing and sale of a single product or limited number of products or services. 
+Limited Ability to Evaluate the Target’s Management Team 
+Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’ management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business. 
+We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination. 
+Following an initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. 
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+Shareholders May Not Have the Ability to Approve Our Initial Business Combination 
+We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC. However, we will seek shareholder approval if it is required by applicable law or applicable stock exchange listing requirements, or we may decide to seek shareholder approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether shareholder approval is currently required under Cayman Islands law for each such transaction. 
+Type of Transaction 
+Whether Stockholder Approval is Required 
+Purchase of assets 
+​ 
+No 
+Purchase of stock of target not involving a merger with the company 
+​ 
+No 
+Merger of target into a subsidiary of the company 
+​ 
+No 
+Merger of the company with a target 
+​ 
+Yes 
+Under Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example: 
+● we issue Class A Ordinary Shares that will be equal to or in excess of 20% of the number of Class A Ordinary Shares then outstanding (other than in a public offering); 
+● any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or 
+● the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. 
+Permitted Purchases of our Securities 
+If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination where otherwise permissible under applicable law, rules and regulations. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial business combination. 
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+The purpose of any such transaction could be to (1) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A Ordinary Shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 
+Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination. Our sponsor, officers, directors or their affiliates will only purchase public shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. 
+Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect that any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements. 
+Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination 
+We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.15 per public share, as increased for any interest earned on the funds in the trust account. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. 
+Manner of Conducting Redemptions 
+We will provide our public shareholders with the opportunity to redeem all or a portion of their public Class A Ordinary Shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. If we structure an initial business combination with a target company in a manner that requires shareholder approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed initial business combination. We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirements or we choose to seek shareholder approval for business 
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+or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules. 
+If shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: 
+● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and 
+● file proxy materials with the SEC. 
+In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination. 
+If we seek shareholder approval, we will complete our initial business combination only if approved as an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shares held by shareholders who attend and vote at a general meeting of the company to approve the business combination. A quorum for such a meeting will consist of the holders present in person or by proxy of shares of outstanding capital share of the company representing a majority of the voting power of all outstanding shares of capital share of the company entitled to vote at such meeting. Our sponsor will count toward this quorum and pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares and placement shares held by them and any public shares acquired during or after our initial public offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding Ordinary Shares voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Since our Sponsor holds 3,413,000 ordinary shares in the Company, consisting of 3,412,999 Class A Ordinary Shares and one Class B Ordinary Share, we do not need any other holders of Class A Ordinary Shares to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all of the outstanding shares are voted). Our sponsor’s holdings will make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. 
+If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: 
+● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and 
+● file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. 
+Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A Ordinary Shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act. 
+In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. The proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial 
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+business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof. 
+Limitation on Redemption upon Completion of our Initial Business Combination if we Seek Shareholder Approval 
+Notwithstanding the foregoing, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. Such restriction shall also be applicable to our affiliates. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed initial business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. 
+Tendering Share Certificates in Connection with Redemption Rights 
+We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the proxy material on the proposal to approve the initial business combination, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC System, at the holder’s option. The proxy materials that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to the date set forth in the proxy material to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. 
+There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. 
+The foregoing is different from the procedures used by many special purpose acquisition companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed initial business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the initial business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of the initial business combination during which he or she could monitor the price of the company’s share in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become “option” rights surviving past the completion of the initial business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the initial business combination is approved. 
+Any request to redeem such shares, once made, may be withdrawn at any time with the approval of the board of directors. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return 
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+the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination. 
+If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. 
+If our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination with a different target until 18 months from the closing of our initial public offering. 
+Redemption of Public Shares and Liquidation if no Initial Business Combination 
+Our amended and restated memorandum and articles of association provides that we will have only 18 months from the closing of our initial public offering to complete our initial business combination. If we are unable to complete our initial business combination within such 18-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period. 
+Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares or placement shares held by them if we fail to complete our initial business combination by September 9, 2025 so long as the $30,000 extension fee is deposited into the Trust Account. However, if our sponsor, officers or directors acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination by that time. 
+Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our amended and restated memorandum and articles of association prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares. 
+We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $181,174 of proceeds held outside the trust account (as of December 31, 2024), although we cannot assure you that there will be sufficient funds for such purpose. As mentioned in Note 5, the Company obtained another $600,000 loan from the Sponsor to cover for future costs and expenses. We will depend on sufficient interest being earned on the proceeds held in the trust account to pay any tax obligations we may owe. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay such taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. 
+If we were to expend all of the net proceeds of our initial public offering and the sale of the placement shares, other than the proceeds deposited in the trust account, and without taking into account interest earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.15. The proceeds deposited in the trust account could, however, 
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+become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.15. Under Section 140 of the Companies Act, in a voluntary winding up of the Company, the property of the Company shall be applied in satisfaction of its liabilities before any distribution of the remaining assets to our shareholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims. 
+Although we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Marcum LLP, our independent registered public accounting firm, and the underwriters of our initial public offering, did not execute agreements with us waiving such claims to the monies held in the trust account. 
+In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, or any claim by a taxing authority, reduce the amount of funds in the trust account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 
+In the event that the proceeds in the trust account are reduced below (i) $10.15 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.15 per public share. 
+We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We have access to up to $181,174 of the proceeds of our initial public offering and the sale of the placement shares held out of the trust account (as of December 31, 2024) with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately 
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+$100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. 
+If we file a bankruptcy petition, winding up petition or an involuntary bankruptcy petition or winding up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.15 per share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. 
+Our public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our amended and restated memorandum and articles of association prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within 18 months from the closing of our initial public offering, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the initial business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights as described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. 
+Competition 
+In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. This inherent limitation gives others an advantage in pursuing the initial business combination of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. While we believe there may be numerous potential target businesses that we could acquire with the net proceeds of our initial public offering, our ability to compete in acquiring certain sizable target businesses may be limited by our available financial resources. 
+The following also may not be viewed favorably by certain target businesses: 
+● our obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders in connection with such business combination may delay or prevent the completion of a transaction; 
+● our obligation to convert public shares held by our public shareholders may reduce the resources available to us for a business combination; 
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+● Nasdaq may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities following a business combination; 
+● our outstanding warrants and the potential future dilution they represent; 
+● our obligation to pay the deferred underwriting discounts and commissions to Cantor upon consummation of our initial business combination; 
+● our obligation to either repay or issue shares upon conversion of up to $1,500,000 of working capital loans that may be made to us by our sponsor, officers, directors or their affiliates; 
+● our obligation to register the resale of the insider shares, as well as the placement shares and any securities issued to our sponsor, officers, directors or their affiliates upon conversion of working capital loans; and 
+● the impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business combination. 
+Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms. 
+If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively. 
+Facilities 
+We maintain our principal executive office at 850 Library Avenue, Suite 204-F, Newark, DE 19711 and our telephone number is (212) 877-1588. Our corporate website address is https://alchemyinvest.co. We consider our current office space adequate for our current operations. 
+Employees 
+We have three executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once management locates a suitable target business to acquire, they will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time to our affairs) than they would prior to locating a suitable target business. We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for a business combination). We do not intend to have any full time employees prior to the consummation of a business combination. 
+Periodic Reporting and Financial Information 
+We have registered our units, Class A Ordinary Shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. The SEC maintains an internet site at http://www.sec.gov that contains such reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants. 
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+We will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential targets we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material. 
+We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, we will be required to have our internal control procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. 
+We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. 
+We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 
+In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. 
+We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act. 
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+Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary Shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

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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
+0001901336,ALCYF,Alchemy Investments Acquisition Corp 1,2025,10-K,2026-04-09,2025-12-31,2026-04-08T22:51:28.000Z,0001104659-26-041050,alcy-20251231x10k.htm,10-K,6651779,1,1,https://www.sec.gov/Archives/edgar/data/1901336/000110465926041050/alcy-20251231x10k.htm,https://www.sec.gov/Archives/edgar/data/1901336/000110465926041050/

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+Item 1. BUSINESS 
+General 
+We are a blank check company incorporated on October 27, 2021, as a Cayman Islands exempted company for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have neither engaged in any operations nor generated any revenue to date. We have reviewed a number of opportunities to enter into an initial business combination. 
+While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to look at deep technology with a focus on data analytics. We plan to focus on companies acquiring, processing, analyzing, and utilizing data acquired from a variety of systems and sources. This data may be used to enable and deliver applications such as: remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, data science, and their adjacent industries. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. 
+Proposed Business Combination with Cartiga 
+On August 22, 2025, we entered into a Business Combination Agreement with Cartiga, LLC (“Cartiga”) and related parties pursuant to which, among other things, we would (i) domesticate from the Cayman Islands to Delaware and (ii) complete a business combination with Cartiga (the “Business Combination”). We expect to file and/or have filed a registration statement on Form S-4 in connection with the Business Combination and to seek shareholder approval of the related proposals. There can be no assurance that the Business Combination will be consummated on the terms currently contemplated or at all. 
+On September 4, 2025, the ALCY held the Annual Meeting and the shareholders of the Company approved the amending the Company’s Articles of Association as a special resolution, giving the company the right to extend the date by which it has to complete a business combination on a month-to-month basis, as determined by the Directors in their sole discretion, until September 9, 2026, (the “Extended Date”) by placing into the trust account at Continental Stock & Transfer Company, the lesser of $30,000 or $0.03 per non-redeemed public Class A ordinary share per month (which amount came to $22,126.29), until September 9, 2026 – the date by which, if ALCY has not consummated its initial Business Combination, ALCY must liquidate and dissolve. 
+On September 11, 2025, 324,420 Class A ordinary shares were redeemed, leaving 4,208,042 Class A shares. As a result, $3,791,334 (or approximately $11.68 per share) was removed from the ALCY’s trust account to pay such redeeming shareholders, without taking into account additional allocation of payments to cover any tax obligation of ALCY since that date. After redemptions, approximately $8,619,296 will remain in the Company’s trust account. 
+On October 31, 2024 ALCY held the annual general meeting (the “Annual Meeting”). The shareholders of ALCY approved the following proposals at the Annual Meeting: (a) as a special resolution, to amend ALCY’s Articles of Association as a special resolution, to provide ALCY the right to extend the date by which it has to complete a business combination for a three month extension or until February 9, 2025, then on a month-to-month basis thereafter, as determined by the Directors in their sole discretion, until September 9, 2025, by placing $90,000 into the trust account held at Continental Stock & Transfer Company for the three month period, then $30,000 per month thereafter until September 9, 2025, (the “Charter Amendment Proposal”); and (b) as an ordinary resolution, a proposal to consider and vote to ratify the appointment of Marcum LLP as the independent registered public accounting firm for the fiscal year December 31, 2024 (the “Ratification of Auditors Proposal”). 
+In connection with the shareholders’ vote at the Annual Meeting of shareholders held by ALCY on October 31, 2024, 10,438,037 Class A Shares were tendered for redemption, leaving 4,532,462 Class A Shares, which includes the 2,874,999 Class A shares that were issued in exchange for the Class B shares on October 22, 2024, and one Class B Share. As a result, approximately $114,357,720 (or approximately $10.95 per share) will be removed from ALCY’s trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company since that date. After the redemptions, approximately $11,634,723 remained in ALCY’s trust account. 
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+Our Management Team 
+We will seek to capitalize on the experience and networks of our management team. Our team consists of seasoned and experienced professionals who have experience in equity investments, finance, business operations and management, as well as deal negotiation. We believe our team has the ability to source attractive deals and find good investment opportunities from private and public sources in their networks. 
+Other members of our management also have extensive experience in sourcing and evaluating potential investment targets, and have developed a proprietary network of business leaders, investors and intermediaries that we believe can generate deal flow for us. 
+Our management team is led by Steven M. Wasserman, our Non-Executive Chairman, Mattia Tomba and Vittorio Savoia, our Co-Chief Executive Officers (“co-CEOs”), and Harshana Sidath Jayaweera, our Chief Financial Officer. The other members of our board of directors are Debbie S. Zoldan, Pablo Terpollili, Carlo Tursi, and Jinal Kumar Bipin Shah. With their support, we intend to conduct a disciplined process of deal origination and evaluation, due diligence, and investment. 
+Our group of independent directors provide public company governance, executive leadership, operational oversight, private equity investment management and capital markets experience. Our board members have extensive experience, having served as directors or officers for numerous publicly-listed and privately-owned companies. Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. 
+We believe our management team is uniquely positioned to take advantage of the growing set of acquisition opportunities in the remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, data science, including their adjacent industries and that our contacts and relationships, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our shareholders. 
+The past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate and certain members of our management team do not have previous experience with special purpose acquisition companies or blank check companies. However, we believe that the skills and professional network of our management team will enable us to identify, structure and consummate a business combination. You should not rely on the historical record of the performance of our management team or any of its affiliates’ performance as indicative of our future performance. 
+Business Strategy 
+While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to look at deep technology with a focus on data analytics. We plan to focus on companies acquiring, processing, analyzing, and utilizing data acquired from a variety of systems and sources. This data may be used to enable and deliver applications such as: remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, data science, and their adjacent industries. 
+We believe there is a diverse set of opportunities globally where value can be unlocked by accessing international capital markets. We believe our management team is uniquely qualified to use its extensive networks and experience to source and execute a business combination. Possible acquisitions may involve special situations in which significant value can be created by recapitalization, providing growth capital and allowing the company to use its listing to engage in additional consolidations in its industry. 
+We intend to capitalize on the operating experience and contacts of Steven M. Wasserman, our Non-Executive Chairman, and Mattia Tomba and Vittorio Savoia, our co-CEOs, along with the other members of our management team in consummating an 
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+initial business combination. These individuals have extensive transactional experience and a broad network of contacts to assist in our search for a target business. 
+Acquisition Criteria 
+The focus of our management team is to create shareholder value by leveraging its experience to improve the efficiency of the business while implementing strategies to grow revenue and profits organically and/or through acquisitions. Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see fit to do so: 
+Strong Growth Potential. As a result of the space and data economy and related services’ strong growth over the past several decades, there are a large number of domestic and regional companies with principal business operations which are serving the ever-increasing emerging needs of the economy. In addition, we intend to target businesses that have historically demonstrated revenue growth and possess favorable future growth characteristics, combined with a durable business model that is resistant to macroeconomic volatility. We will seek target businesses for which we can provide strategic advice, access to sufficient capital and effective operational expertise, to grow the business. 
+Unique Market Position. We intend to seek target businesses with an industry or businesses that have leading competitive technology, unique brand equity and/or product competences. In particular, we intend to seek businesses that may be at a point of achieving high growth and require additional expertise or capital to help drive their further expansion. 
+Benefit from Capital Markets. We intend to seek to acquire a target with an experienced operating management team that may lack experience with the capital markets but that has the ambition to take advantage of the improved liquidity and additional capital that can come from a successful listing in the United States. The access to the capital markets could allow such a target business to accelerate its growth and build capital profile. 
+These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. 
+Initial Business Combination 
+The Nasdaq Stock Market LLC (“Nasdaq”) rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. 
+We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). 
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+Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital share, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. 
+To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. 
+In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. 
+Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. 
+Sourcing of Potential Initial Business Combination Targets 
+Certain members of our management team have spent significant portions of their careers working with businesses or government agencies involving remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, data science, including their adjacent industries, and have developed a wide network of professional services contacts and business relationships in those industries. 
+We believe that the network of contacts and relationships of our management team provides us with an important source of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banks, consultants, accounting firms and large business enterprises. 
+Members of our management team and our independent directors directly or indirectly own founder shares and/or placement shares and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that the members of our management team paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if the company selects an acquisition target that subsequently declines in value and is unprofitable for public investors. In the event we do not consummate a business combination within 18 months from the closing of the initial public offering, the founder shares and placement shares will expire worthless which could create an incentive for our officers and directors to complete a transaction even if the company selects an acquisition target that subsequently declines in value and is unprofitable for public investors. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 
+In addition, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers 
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+or directors will materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. 
+In addition, certain of our officers and directors presently sponsor and any of them or our sponsor may in the future sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. 
+Status as a Public Company 
+We believe our structure will make us an attractive business combination partner to target businesses. As a public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. Following an initial business combination, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders’ interests than it would as a private company. A target business can further benefit by augmenting its profile among potential new customers and vendors and aid in attracting talented employees. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares in the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. 
+Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with an initial business combination with us. 
+Furthermore, once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees. 
+While we believe that our structure and our management team’s backgrounds make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively. 
+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 JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 
+In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting 
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+standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. 
+We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. 
+Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary Shares held by non-affiliates equals or exceeds $250 million as of the end of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the prior June 30. 
+Financial Position 
+With $8,813,038 available in the trust account as of December 31, 2025, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us. 
+Effecting Our Initial Business Combination 
+We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following our initial public offering. We intend to utilize cash derived from the proceeds of our initial public offering and the private placement of the placement shares, as well as our equity, debt or a combination of these, in effecting a business combination which has not yet been identified. Accordingly, investors in our securities are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination. 
+We will either (1) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek shareholder approval of our proposed business combination or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. If we decide to allow shareholders to sell their shares to us in a tender offer, we will file tender offer documents with the Securities and Exchange Commission (the “SEC”) which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. If we seek shareholder approval of our initial business combination, we will consummate our initial business combination only if approved as an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shares held by shareholders who attend and vote at a general meeting of the company to approve the business combination or as a special resolution under Cayman 
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+Islands law, which requires the affirmative vote of at least a two-thirds (2/3) majority of the shares held by shareholders who attend and vote at a general meeting of the company to approve the business combination to the extent that such business combination is structured as a merger. 
+We have until September 9, 2026, so long as the Company deposits $22,126 each month, to consummate our initial business combination. If we anticipate that we may not be able to consummate our initial business combination within such period, we may seek shareholder approval of the amendments to our amended and restated memorandum and articles of association for any extension beyond the period at a meeting called for such purpose. Public shareholders will be offered the opportunity to vote on and redeem their shares in connection with any such extension. 
+If we are unable to consummate an initial business combination within the applicable time period, we will redeem 100% of our issued and outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to liquidate and dissolve. We expect the pro rata redemption price to be approximately $10.15 per Class A Ordinary Share, without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. 
+If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A Ordinary Shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. 
+We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. If we raise additional funds through equity or convertible debt issuances, our existing shareholders may suffer significant dilution and these securities could have rights that rank senior to our Class A Ordinary Shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. In addition, we intend to target businesses larger than we could acquire with the net proceeds of our initial public offering and the sale of the placement shares, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by applicable law or share exchange requirements, we would seek shareholder approval of such financing. There are no prohibitions on our ability to raise funds privately, or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. 
+Sources of Target Businesses 
+We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and investment professionals, as a result of being solicited by us by calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Report and know what types of businesses we are targeting. Our officers and directors, as well as our sponsor and their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors and our sponsor and their affiliates. We may engage the services of professional firms or other individuals that specialize in business acquisitions. If we engage such firms or individuals, we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not 
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+otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination except as set forth herein. We pay Alchemy Investment Management LLC, an affiliate of our sponsor, a total of $10,000 per month for secretarial and administrative support services and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial business combination candidate. 
+We are not prohibited from pursuing an initial business combination with a target that is affiliated with our sponsor, officers or directors or making the initial business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of our independent and disinterested directors, would obtain an opinion from an independent investment banking firm or from an independent entity that commonly renders valuation opinions that the business combination is fair to our shareholders from a financial point of view. We are not required to obtain such an opinion in any other context. 
+As more fully discussed in the section of this Report entitled “ Directors, Executive Officers And Corporate Governance — Conflicts of Interest ,” if any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. 
+Selection of a Target Business and Structuring of our Initial Business Combination 
+Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of our initial business combination will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will virtually have unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. 
+In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into account for purposes of Nasdaq’s 80% fair market value test. There is no basis for investors in our securities to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination. 
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+To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. 
+In evaluating a prospective business target, we expect to conduct a thorough due diligence review, which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information that will be made available to us. 
+Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. 
+Lack of Business Diversification 
+For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. In addition, we intend to focus our search for an initial business combination in a single industry. By completing our initial business combination with only a single entity, our lack of diversification may: 
+● subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and 
+● cause us to depend on the marketing and sale of a single product or limited number of products or services. 
+Limited Ability to Evaluate the Target’s Management Team 
+Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’ management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business. 
+We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination. 
+Following an initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. 
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+Shareholders May Not Have the Ability to Approve Our Initial Business Combination 
+We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC. However, we will seek shareholder approval if it is required by applicable law or applicable stock exchange listing requirements, or we may decide to seek shareholder approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether shareholder approval is currently required under Cayman Islands law for each such transaction. 
+Type of Transaction 
+​ ​ ​ 
+Whether Stockholder Approval is 
+Required 
+Purchase of assets 
+​ 
+No 
+Purchase of stock of target not involving a merger with the company 
+​ 
+No 
+Merger of target into a subsidiary of the company 
+​ 
+No 
+Merger of the company with a target 
+​ 
+Yes 
+Under Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example: 
+● we issue Class A Ordinary Shares that will be equal to or in excess of 20% of the number of Class A Ordinary Shares then outstanding (other than in a public offering); 
+● any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or 
+● the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. 
+Permitted Purchases of our Securities 
+If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination where otherwise permissible under applicable law, rules and regulations. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial business combination. 
+The purpose of any such transaction could be to (1) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A Ordinary Shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 
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+Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination. Our sponsor, officers, directors or their affiliates will only purchase public shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. 
+Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect that any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements. 
+Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination 
+We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.15 per public share, as increased for any interest earned on the funds in the trust account. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. 
+Manner of Conducting Redemptions 
+We will provide our public shareholders with the opportunity to redeem all or a portion of their public Class A Ordinary Shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. If we structure an initial business combination with a target company in a manner that requires shareholder approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed initial business combination. We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirements or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules. 
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+If shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: 
+● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and 
+● file proxy materials with the SEC. 
+In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination. 
+If we seek shareholder approval, we will complete our initial business combination only if approved as an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shares held by shareholders who attend and vote at a general meeting of the company to approve the business combination. A quorum for such a meeting will consist of the holders present in person or by proxy of shares of outstanding capital share of the company representing a majority of the voting power of all outstanding shares of capital share of the company entitled to vote at such meeting. Our sponsor will count toward this quorum and pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares and placement shares held by them and any public shares acquired during or after our initial public offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding Ordinary Shares voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Since our Sponsor holds 3,413,000 ordinary shares in the Company, consisting of 3,412,999 Class A Ordinary Shares and one Class B Ordinary Share, we do not need any other holders of Class A Ordinary Shares to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all of the outstanding shares are voted). Our sponsor’s holdings will make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. 
+If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: 
+● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and 
+● file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. 
+Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A Ordinary Shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act. 
+In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. The proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof. 
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+Limitation on Redemption upon Completion of our Initial Business Combination if we Seek Shareholder Approval 
+Notwithstanding the foregoing, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. Such restriction shall also be applicable to our affiliates. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed initial business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. 
+Tendering Share Certificates in Connection with Redemption Rights 
+We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the proxy material on the proposal to approve the initial business combination, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC System, at the holder’s option. The proxy materials that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to the date set forth in the proxy material to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. 
+There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. 
+The foregoing is different from the procedures used by many special purpose acquisition companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed initial business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the initial business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of the initial business combination during which he or she could monitor the price of the company’s share in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become “option” rights surviving past the completion of the initial business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the initial business combination is approved. 
+Any request to redeem such shares, once made, may be withdrawn at any time with the approval of the board of directors. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination. 
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+If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. 
+If our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination with a different target until 18 months from the closing of our initial public offering. 
+Redemption of Public Shares and Liquidation if no Initial Business Combination 
+Our amended and restated memorandum and articles of association provides that we will have only 18 months from the closing of our initial public offering to complete our initial business combination. If we are unable to complete our initial business combination within such 18-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period. 
+Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares or placement shares held by them if we fail to complete our initial business combination by September 9, 2026 so long as the $22,126 extension fee is deposited into the Trust Account. However, if our sponsor, officers or directors acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination by that time. 
+Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our amended and restated memorandum and articles of association prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares. 
+We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $55,020 of proceeds held outside the trust account (as of December 31, 2025), although we cannot assure you that there will be sufficient funds for such purpose. As mentioned in Note 5, the Company obtained another $1,180,000 loan from the Sponsor to cover for future costs and expenses. We will depend on sufficient interest being earned on the proceeds held in the trust account to pay any tax obligations we may owe. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay such taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. 
+If we were to expend all of the net proceeds of our initial public offering and the sale of the placement shares, other than the proceeds deposited in the trust account, and without taking into account interest earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.15. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.15. Under Section 140 of the Companies Act, in a voluntary winding up of the Company, the property of the Company shall be applied in 
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+satisfaction of its liabilities before any distribution of the remaining assets to our shareholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims. 
+Although we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. CBIZ CPAs P.C., our independent registered public accounting firm, and the underwriters of our initial public offering, did not execute agreements with us waiving such claims to the monies held in the trust account. 
+In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, or any claim by a taxing authority, reduce the amount of funds in the trust account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 
+In the event that the proceeds in the trust account are reduced below (i) $10.15 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.15 per public share. 
+We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We have access to up to $55,020 of the proceeds of our initial public offering and the sale of the placement shares held out of the trust account (as of December 31, 2025) with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. 
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+If we file a bankruptcy petition, winding up petition or an involuntary bankruptcy petition or winding up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.15 per share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. 
+Our public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our amended and restated memorandum and articles of association prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within 18 months from the closing of our initial public offering, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the initial business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights as described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. 
+Competition 
+In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. This inherent limitation gives others an advantage in pursuing the initial business combination of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. While we believe there may be numerous potential target businesses that we could acquire with the net proceeds of our initial public offering, our ability to compete in acquiring certain sizable target businesses may be limited by our available financial resources. 
+The following also may not be viewed favorably by certain target businesses: 
+● our obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders in connection with such business combination may delay or prevent the completion of a transaction; 
+● our obligation to convert public shares held by our public shareholders may reduce the resources available to us for a business combination; 
+● Nasdaq may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities following a business combination; 
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+● our outstanding warrants and the potential future dilution they represent; 
+● our obligation to pay the deferred underwriting discounts and commissions to Cantor upon consummation of our initial business combination; 
+● our obligation to either repay or issue shares upon conversion of up to $1,500,000 of working capital loans that may be made to us by our sponsor, officers, directors or their affiliates; 
+● our obligation to register the resale of the insider shares, as well as the placement shares and any securities issued to our sponsor, officers, directors or their affiliates upon conversion of working capital loans; and 
+● the impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business combination. 
+Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms. 
+If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively. 
+Facilities 
+We maintain our principal executive office at 850 Library Avenue, Suite 204-F, Newark, DE 19711 and our telephone number is (212) 877-1588. Our corporate website address is https://alchemyinvest.co. We consider our current office space adequate for our current operations. 
+Employees 
+We have three executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once management locates a suitable target business to acquire, they will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time to our affairs) than they would prior to locating a suitable target business. We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for a business combination). We do not intend to have any full time employees prior to the consummation of a business combination. 
+Periodic Reporting and Financial Information 
+We have registered our units, Class A Ordinary Shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. The SEC maintains an internet site at http://www.sec.gov that contains such reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants. 
+We will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial 
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+statement requirements may limit the pool of potential targets we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material. 
+We will be required to evaluate our internal control procedures for the year ending December 31, 2025 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, we will be required to have our internal control procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. 
+We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. 
+We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 
+In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. 
+We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act. 
+Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary Shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal 
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+quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

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+Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 
+59

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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
+0001901440,ULS,UL Solutions Inc.,2024,10-K,2025-02-20,2024-12-31,2025-02-20T21:14:43.000Z,0001901440-25-000012,uls-20241231.htm,10-K,19991634,1,1,https://www.sec.gov/Archives/edgar/data/1901440/000190144025000012/uls-20241231.htm,https://www.sec.gov/Archives/edgar/data/1901440/000190144025000012/

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+ITEM 1. Business 
+Our Company 
+UL Solutions Inc. (together with its consolidated subsidiaries, “UL Solutions”, the “Company”, “we”, “our”, and “us”) is a global safety science leader that provides Testing, Inspection and Certification (“TIC”) services and related software and advisory offerings to customers worldwide. We work for a safer world. Our mission drives our actions, inspires our employees and is the key to our success. We strive to be our customers’ most trusted science-based safety, security and sustainability partner. Our history dates back to our founding in 1894 as part of the nonprofit Underwriters Electrical Bureau, a predecessor to Underwriters Laboratories Inc. (“UL Research Institutes”), ULSE Inc. (“UL Standards & Engagement”) and UL Solutions. UL Research Institutes is the sole member of UL Standards & Engagement, which controls the majority of the voting power of our common stock. 
+As the largest TIC services provider headquartered in North America (by revenue) with a global network of laboratories, we provided a comprehensive set of product safety, security and sustainability solutions to more than 80,000 customers across over 110 countries in 2024. Our distinguished heritage and our long history of operating at the forefront of safety science enables us to achieve and maintain more than 650 technical accreditations and 76 commercial software solutions, and to remain active in over 1,300 standards panels and technical committees globally, which underpins the expertise we offer to our customers. Furthermore, we offer over 400 independent third-party conformity assessment services around the world and are capable of testing and certifying against over 4,000 global standards, which affords us vast insight into the safety of products across a wide range of end markets and geographies. We are the owner of the iconic UL Mark that appears on billions of products around the world. We offer our customers global market access services that help them ensure the safety and quality of their products while also supporting their efforts to manage the broader risks they face throughout their product lifecycle processes. 
+The outsourced product TIC market, where we currently focus, is served by our Industrial and Consumer segments, which provide comprehensive testing, inspection and certification services to customers across a broad array of end markets. Our Software and Advisory (“S&A”) segment is a global provider of software, data and advisory solutions, enabling our customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability. We generate revenue in these segments and the following service categories: Certification Testing; Ongoing Certification Services; Non-certification Testing and Other Services; and Software. As the global economy continues to evolve and becomes more digital and inter-connected, our customers continue to seek ways to bridge traditional TIC needs with next generation cloud-based software and services to better mitigate risk and enhance their business performance. 
+Our Segments 
+Industrial 
+Our Industrial segment provides TIC services to help ensure that our customers’ industrial products meet or exceed international standards for product safety, performance, cybersecurity and sustainability. Our services address needs across a number of end markets, including energy, industrial automation, engineered materials (plastics and wire and cable) and built environment, and across a variety of stakeholders, including manufacturers, building and asset owners, end users and regulators. We believe the products we test, certify and inspect in this segment generally represent very high cost of failure components, which in turn drives customers in this segment to choose providers like us based on our deep technical expertise, consistency and quality of service. 
+Consumer 
+Our Consumer segment provides a variety of global product market acceptance and risk mitigation services for customers in the consumer products end market, including consumer electronics, medical devices, information technologies, appliances, HVAC, lighting and retail (softlines and hardlines) and emerging consumer applications, including new mobility, smart products and 5G. The primary services offered by this segment include safety certification testing, ongoing certification, global market access, testing for connectivity, performance and quality and critical systems advisory and training. 
+6 
+Software and Advisory 
+Our S&A segment provides complementary software and advisory solutions that extend the value proposition of TIC services we offer. The software and technical advisory offerings enable our customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability. 
+Our Strategy for Growth 
+We intend to leverage our capabilities and reputation as a trusted science-based safety, security and sustainability leader to drive growth in our current capabilities, as well as in new areas where we can add value to our customers. Consistent with our demonstrated track record, our growth strategy consists of continued expansion from organic opportunities supplemented by targeted, accretive M&A. Our growth strategy is focused on: (i) Growing and Expanding Our Core, (ii) Deploying Capital for Acquisition-Related Growth and (iii) Employing Operational Strategies to Expand Margins. 
+Growing and Expanding Our Core 
+We will enhance our core businesses by further expanding our comprehensive service capabilities across attractive verticals where we have market leadership today or in new industries that would benefit from our expertise, providing new solutions for adjacent risk areas and extending our service capabilities beyond products and components. 
+These growth strategies include: 
+Increase our share of wallet with current and new customers. We believe that there are opportunities to expand offerings to customers, and thereby our wallet share, given the rising financial and reputational costs of safety failure and increasing regulatory compliance requirements. Our key commercial strategies are focused on providing new services that address evolving customer needs and accelerating cross-sell and up-sell activity. We also seek to expand the role we currently play with our customers throughout their product lifecycles by moving beyond product testing into adjacent services that address our customers’ needs as they bring products to market. 
+Expand presence in new industry verticals. We continue to seek opportunities to address safety needs within existing verticals, as well as in emerging growth verticals, that would benefit from our core technical expertise and our ability to support global product market access. We are constantly monitoring the market to identify new demand drivers for our services, and we will continue to expand into existing and new verticals as conditions dictate. 
+Expand TIC service offerings. We have a sizeable opportunity to expand our TIC services to reflect the growing interconnectivity of our world and the new safety, security and sustainability needs of industrial and consumer products that result therefrom. Our customers rely on our deep expertise in innovative and cost-effective solutions as the safety and regulatory environment changes and requires them to seek additional third-party TIC support. As an example, security, affordability and sustainability are driving rapid innovation of the energy industry. Today’s energy landscape is complex, connected and bidirectional, requiring many new components and systems, all of which must be evaluated for compatibility, stability and safety. 
+Expand S&A offerings. As our core TIC customer needs have evolved, we have extended our business beyond product testing to serve as a global provider of software, data and advisory solutions, enabling our customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability. S&A offerings allow us to serve a broader addressable market and represent a significant growth opportunity and recurring revenues with existing and new customers. In 2024, approximately 65% of our global and strategic accounts cross-purchased software and advisory solutions to complement their core TIC needs, driving business growth with attractive recurring revenues. One key expansion area is supply chain software that enables many of the world’s largest retailers and manufacturers, among others, to effectively evaluate and ensure regulatory compliance, chemical safety and sustainability across their products. On January 31, 2024, we launched ULTRUS, our new brand that unites our flagship software that helps customers meet regulatory, supply chain and sustainability challenges. 
+Deploying Capital for Acquisition-Related Growth. The global TIC industry remains highly fragmented with many sub-scale competitors in operation. We use acquisitions to grow our core and expand into attractive adjacencies and end markets that add capabilities to better serve our customers. Our strong balance sheet and free cash flow profile will continue to provide significant flexibility to pursue highly accretive bolt-on and transformational acquisitions. 
+7 
+Employing Operational Strategies to Expand Margins. As we continue to increase our scale, we prioritize excellence across our operations to help drive profit margin improvement. To achieve this margin expansion, we employ operational strategies that focus on service delivery excellence and the management of speed, cost and quality through the relentless focus on exceptional customer experience and through digital and other innovations in our service delivery. These strategies are complemented by a culture of continuous improvement, our standardized performance metrics and the ongoing introduction of new internal technology that enables us to constantly streamline our operations. Further, we leverage our deep pool of human capital, along with our vast network of offices and laboratories, to drive operating efficiencies and margin expansion. 
+Our Service Offerings 
+We generate our revenue through four major service categories (percent of revenue for 2024): 
+Certification Testing (approximately 27% of revenue). We evaluate products, components and systems according to global or regional regulatory requirements and other design and performance specifications. Select certification testing services include testing to global or regional standards, engineering evaluation and project review and functional safety testing of embedded software. Certification testing services generally align with the new product development cycle and help customers mitigate risk, demonstrate compliance with regulatory requirements and deliver confidence to businesses and consumers, resulting in demand for ongoing certification services. As a result of the certification process, we may authorize our customers to use our certification marks, including the UL Mark, on their products, packaging and marketing collateral as part of their manufacturing, distribution and marketing processes to demonstrate to the marketplace that their product has met the applicable requirements. Certification testing services often lead to ongoing certification services to support the continued safety, compliance and performance objectives of the customer. 
+Ongoing Certification Services (approximately 33% of revenue). To maintain the right to use our certification marks, including the UL Mark, and meet certain regulatory requirements, our customers must meet certain certification program requirements, including mandatory inspection and monitoring by us. These requirements, addressed through standard certification and inspection services, are designed to validate the continued compliance of our customers’ previously certified products, components and systems. Services are delivered through periodic inspections, initial and follow-up audits, sample testing and UL Solutions label usage. The frequency and combination of these services can vary based on product, component or system type, production volume and historical risk-based customer compliance. Our ongoing certification services are designed and executed to help our customers confirm ongoing compliance and to help protect the integrity of the UL Mark. Select services include factory inspection and testing to confirm products that are being produced match the configuration of products that were tested and certified. 
+Non-certification Testing and Other Services (approximately 30% of revenue). We offer testing services to address performance and other requirements that may not be required by any regulation and may not result in a certification, but are still desired by our customers to help ensure the safety, performance and reliability of their products. Select services include on-site and remote inspections, audits and field engineering specialty services, testing for energy efficiency, wireless and electromagnetic compatibility, quality, chemical and reliability for customers in medical devices, information technologies, appliances, HVAC and lighting. For retail and consumer customers, we offer testing such as color-matching, sensory, emissions and flame resistance. Lastly, we offer advisory and technical services to support our customers in managing their safety, compliance, regulatory risk and sustainability programs. 
+Software (approximately 10% of revenue). We provide SaaS and license-based software solutions, including implementation and training services related to software, to enable our customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability. Our SaaS and licensed software solutions provide data-driven product stewardship, chemicals management, supply chain insights, environmental, social and governance (“ESG”) data and reporting, environmental, health and safety (“EHS”) training, management and compliance, and additional regulatory driven software solutions. 
+Our Team and Talent Management 
+We employ leading talent, with technical expertise throughout the organization. As of December 31, 2024, we had a total of 14,813 full-time employees and 281 part-time employees. Our technical team of approximately 9,800 scientists, engineers and other specialized technical and regulatory experts has been purpose-built over many years and is core to our competitive differentiation. As of December 31, 2024, our highly experienced employee base had an average tenure with UL Solutions of nine years with us or our affiliates, and our technical talent had an average tenure of ten years, which instills trust within our customers and provides superior outcomes in safety, security and sustainability. 
+8 
+None of our U.S.-based employees are covered by collective bargaining agreements, although approximately 10% of our employees are represented by foreign trade unions and work councils in the Americas, the APAC region, Europe, the Middle East and Africa, which could subject us to arrangements very similar to collective bargaining agreements. In Europe, approximately 18% of our workforce are represented by work council committees. We have not experienced any work stoppages or strikes that have had a material adverse impact on our operations. We consider our relationships with our employees to be collaborative. 
+Talent, Engagement and Development 
+Our talent management strategy is to attract, grow and retain a global and diverse workforce through performance reward and development programs. Our talent development programs include on-the-job training, professional development, internal and external partner leadership programs, organizational development and a self-service curriculum. As part of our broader employee development process, our proprietary UL University (“ULU”) program provides education and training to all of our employees through a comprehensive portfolio of instructor-led, online and self-directed learning options. 
+Information Technology 
+Our information technology capabilities provide a competitive advantage by allowing us to focus on enhancing the customer experience and internal operational efficiencies. Our information technology is underpinned by our centrally managed IT, security and digital teams, collectively guided by a comprehensive strategy and multi-year roadmap that reflect opportunities to improve the customer experience, employee productivity and cybersecurity. 
+Our employees benefit from common global processes and decision support capabilities that are supported by leading commercial-off-the-shelf technologies, such as Oracle, Microsoft and Salesforce. 
+Our customers value the trusted information we generate and the data we provide, which are supported by our strategy to deliver a common user experience and base platform through proprietary, customer-facing digital solutions. Our unified, consistent processes provide a fully connected customer experience across our businesses, improving customer satisfaction and ultimately improving our performance. These customer-facing digital solutions complement our TIC business by providing our customers with digital tools to help augment and manage testing, certification, inspection, in-market data and compliance, while supporting customers in improving productivity, quality and sustainability. Examples of current initiatives include: 
+• We are currently digitizing information gathering and analysis to provide the most cohesive and effective TIC software solutions to help customers achieve efficiencies throughout their product lifecycle. 
+• “myUL,” a one-stop self-service portal used by customers to securely access their UL Solutions project files, key product information and inspection reports real-time, which allows them to make better informed and timely decisions. 
+• UL Product iQ portal, which is used to access detailed certification information of UL Solutions-certified products. 
+Competition 
+We operate in a global and highly fragmented industry that is diverse across geographies, services and markets. Although the global TIC market has a number of large, global market participants, the broader market landscape remains highly fragmented and the majority of the markets we serve remain competitive on a global and local level. We are subject to competition from large and global public firms, such as Intertek, SGS, Bureau Veritas and Eurofins. We also compete with large private players, including Element, TÜV Rheinland, TÜV SÜD, DEKRA and DNV. In our S&A segment, we tend to compete against a diverse group of point solution providers. We believe the primary competitive advantages of our services are our capabilities, global reach, large installed base of laboratories and equipment, reputation and operational track record. Additionally, we believe we have a competitive advantage over our peers through the integrity of our work as an independent third party recognized by governments and international bodies. Our technical expertise and safety science thought leadership drives our accreditation management capabilities, which provide a high degree of business continuity and reliability to our customers. 
+9 
+Government Regulation and Compliance 
+Our business is subject to a number of laws and regulations, both within and outside the U.S., in areas such as data privacy, anti-bribery and corruption, international trade, taxation, environmental protection and others. We are required to maintain credentials from accreditors, regulators and scheme owners based on applicable regulations and scheme rules in order to provide conformity assessment services to our customers globally. These credentials reflect our conformity assessment bodies’ meeting of competency, consistency and impartiality requirements within those regulations and scheme rules. We have a global governance structure in place to facilitate compliance with these requirements. 
+Our current key credentials include those granted by key regulators and authorities in North America, Asia (including Greater China) and Europe. Typically, such credentials are critical in serving customers in highly regulated sectors, such as the medical device industry; in sectors where third-party providers are relied upon, such as the electrical and electronic equipment industry; and in highly regulated markets, such as mainland China. 
+Our global governance structure includes the active management of successful renewal of such credentials, the expansion or consolidation of these credentials, where warranted, and the pursuit of new credentials to preserve and to enable our ability to serve customers continuously. 
+Some of our credentials are granted by government agencies in North America, Asia (including mainland China) and Europe. For example, we have credentials issued by the U.S. Occupational Safety & Health Administration (“OSHA”) and the China National Certification and Accreditation Administration (the “CNCA”), which are among some of the key credentials for our operations. 
+Environmental Matters 
+Our business is subject to various international, federal, state and local laws and regulations regarding EHS matters. Among other things, these laws and regulations regulate the emission or discharge of materials into the environment, require us to obtain and maintain permits and approvals, govern the use, storage, treatment, disposal, transportation and management of hazardous substances, radioactive materials and wastes and protect the health and safety of our employees. These laws also impose liability for the costs of investigating, remediating, and addressing damages resulting from present and past releases of hazardous substances, including releases by prior owners or operators of sites we currently own or operate. Our previous ownership and current and previous operation of real property may also subject us to liability pursuant to these laws or regulations. 
+Compliance with EHS laws and regulations increases our operating costs, limits or restricts the services we provide, or the methods by which we offer, sell and fulfill those services or conduct our business, and subjects us to the possibility of regulatory or private actions or proceedings. In addition, violations of EHS laws and regulations could result in significant administrative, civil, or criminal penalties, remedial cleanups, natural resource damages, permit modifications or revocations, operational interruptions or shutdowns and other liabilities. We maintain an environmental, health and safety compliance program, including policies and standards, dedicated staff, and periodic auditing and training. Compliance with laws regulating contamination and the discharge of materials into the environmental, or otherwise relating to the protection of the environment or human health and safety, have not had a material effect on our capital expenditures, earnings, or competitive position, and are not currently material to our total operating costs or cash flows. However, environmental liabilities can change substantially, including due to changes in laws and regulations, and any future violations of applicable laws or regulations could adversely affect our financial condition and results of operations. 
+There has been a trend in favor of increased restrictions and limitations on activities that may affect the environment, and thus there can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be different from the amounts we currently anticipate. For example, climate change continues to attract considerable public and scientific attention, and numerous proposals have been, and will likely continue to be, introduced to monitor and limit emissions of greenhouse gases. While we cannot predict future developments, the adoption and implementation of new or more stringent international, federal, regional, or state legislation, regulations, or other regulatory initiatives that impose more stringent standards for greenhouse gas emissions could result in increased costs of compliance. There were no material capital expenditures for environmental control facilities in 2022, 2023 or 2024, and there are no material investments currently planned for 2025; however, we may make material expenditures related to such facilities in the future. 
+10 
+Intellectual Property 
+Our intellectual property is an important part of our business. We rely on a combination of trademark, patent, copyright, trade secret and other related laws and confidentiality policies and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights. Our intellectual property portfolio also includes various registered and unregistered copyrights and internet domain names. 
+We believe many of our service marks, certification marks, trademarks and trade names are important to our success, and as of December 31, 2024, our trademark portfolio included approximately 116 registered U.S. trademarks and approximately 14 pending U.S. trademark applications, and approximately 2,000 registered trademarks and 150 pending trademark applications in other countries. We endeavor to take prudent measures to protect our trademarks and certification marks against counterfeiting and other forms of infringement and, in turn, maintain the value and integrity of our trademarks and certification marks for us and our customers who make the decision to pursue UL certification and carry the UL Mark on their products. We do this by, among other things, using a global trademark watch service; recording our marks with customs agencies around the world; engaging in opposition proceedings in various trademark offices; sending cease-and-desist letters to counterfeiters and other infringers and pursuing legal action against them where appropriate; and partnering with customers, code authorities and law enforcement to provide them with tools and information necessary to distinguish between authentic and counterfeit UL Marks so that we may work together in diverting any authorized UL marked product out of the stream of commerce. 
+As of December 31, 2024, we had approximately 21 issued U.S. patents and approximately 23 U.S. patent applications pending, all in various stages of examination. We cannot assure you whether any of our trademark or patent applications will result in the issuance of a trademark registration or patent, as applicable, or whether the examination process will require us to narrow the scope of protection that we are seeking. Any of our existing trademark registrations or patents and any that are issued in the future may be contested, circumvented, found unenforceable, cancelled or invalidated, and we may not be able to prevent third parties from infringing them. 
+For a discussion of risks related to our intellectual property, see “Risk Factors—Risks Related to Our Intellectual Property.” 
+Seasonality 
+While seasonality is not a significant factor in our financial performance, our total revenue is typically lowest in the first quarter and highest in the fourth quarter, primarily due to timing of Non-certification Testing and Other Services revenue within our Industrial and Consumer segments. In addition, our cash flow from operations is typically lowest in the first quarter due to payment of the prior year’s annual performance-based variable incentive compensation. 
+UL-CCIC Agreement 
+We, via our wholly owned subsidiary UL LLC, own 70% of the issued and outstanding equity interests of UL-CCIC Company Limited (“UL-CCIC”), an entity formed under the laws of the People’s Republic of China (“P.R.C”). The remaining 30% equity interest is owned by China Certification & Inspection (Group) Co., Ltd. (“CCIC”), a Chinese state-owned enterprise. UL-CCIC is governed by an agreement first entered into on June 26, 2002, and has been amended from time to time. UL-CCIC was established with an initial duration of 10 years, starting from the date that it obtained its business license. This duration has been subsequently extended twice and currently expires in January 2033 pursuant to the amended and restated agreement the Company entered into with CCIC on October 28, 2022. Refer to Item 8, “Notes to the Consolidated Financial Statements”, Note 8, “Investments in Equity Securities” for further details. 
+Available Information 
+Our executive offices are located at 333 Pfingsten Rd, Northbrook, Illinois 60062, and our telephone number is (847) 272‑8800. Our annual reports 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 on our website at https://ir.ul.com/sec-filings/sec-filings as soon as reasonably practicable after electronically filing or furnishing such material to the SEC. The SEC also maintains a website (www.sec.gov) that includes our reports, proxy statements and other information. Unless expressly noted, the information on our website, including our investor relations website, or any other website is not incorporated by reference in this Annual Report and should not be considered part of this Annual Report or any other filing we make with the SEC. 
+11

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+ITEM 13. Certain Relationships and Related Transactions, and Director Independence 
+141

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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
+0001901440,ULS,UL Solutions Inc.,2025,10-K,2026-02-19,2025-12-31,2026-02-19T21:23:42.000Z,0001901440-26-000005,uls-20251231.htm,10-K,16247401,1,1,https://www.sec.gov/Archives/edgar/data/1901440/000190144026000005/uls-20251231.htm,https://www.sec.gov/Archives/edgar/data/1901440/000190144026000005/

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+ITEM 1. Business 
+Our Company 
+UL Solutions Inc. (together with its consolidated subsidiaries, “UL Solutions”, the “Company”, “we”, “our”, and “us”) is a global safety science leader that provides Testing, Inspection and Certification (“TIC”) services and related software and advisory offerings to customers worldwide. We work for a safer world. Our mission drives our actions, inspires our employees and is the key to our success. We strive to be our customers’ most trusted science-based safety, security and sustainability partner. Our history dates back to our founding in 1894 as part of the nonprofit Underwriters Electrical Bureau, a predecessor to Underwriters Laboratories Inc. (“UL Research Institutes”), UL Standards & Engagement and UL Solutions. UL Research Institutes is the sole member of UL Standards & Engagement, which controls the majority of the voting power of our common stock. 
+As the largest TIC services provider headquartered in North America (by revenue) with a global network of laboratories, we provided a comprehensive set of product safety, security and sustainability solutions to more than 80,000 customers across over 110 countries in 2025. Our distinguished heritage and our long history of operating at the forefront of safety science enables us to achieve and maintain more than 650 technical accreditations and 76 commercial software solutions, and to remain active in over 1,200 standards panels and technical committees globally, which underpins the expertise we offer to our customers. Furthermore, we offer over 350 independent third-party conformity assessment services around the world and are capable of testing and certifying against over 4,000 global standards, which affords us vast insight into the safety of products across a wide range of end markets and geographies. We are the owner of the iconic UL-in-a-circle certification mark (the “UL Mark”) that appears on billions of products around the world. We offer our customers global market access services that help them ensure the safety and quality of their products while also supporting their efforts to manage the broader risks they face throughout their product lifecycle processes. 
+The outsourced product TIC market, where we currently focus, is served by our Industrial and Consumer segments, which provide comprehensive testing, inspection and certification services to customers across a broad array of end markets. Our Software and Advisory (“S&A”) segment, which also serves the outsourced product TIC market, is a global provider of software, data and advisory solutions. These offerings enable our customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability. We generate revenue in these segments and the following service categories: Certification Testing; Ongoing Certification Services; Non-certification Testing and Other Services; and Software. As the global economy continues to evolve and becomes more digital and inter-connected, our customers continue to seek ways to bridge traditional TIC needs with next generation cloud-based software and services to better mitigate risk and enhance their business performance. 
+Our Segments 
+Effective beginning in the first quarter of 2026, the Company reorganized its segments to be consistent with how the Chief Executive Officer will evaluate business performance and allocate resources. The amounts and discussions included within this Form 10-K reflect the Company’s segment structure that existed through the end of 2025. Refer to Part II, Item 8, “Notes to the Consolidated Financial Statements”, Note 22, “Subsequent Events” for further details. 
+Industrial 
+Our Industrial segment provides TIC services to help ensure that our customers’ industrial products meet or exceed international standards for product safety, performance and sustainability. Our services address needs across a number of end markets, including energy, industrial automation, engineered materials (plastics and wire and cable) and built environment, and across a variety of stakeholders, including manufacturers, building and asset owners, end users and regulators. We believe the products we test, certify and inspect in this segment generally represent very high cost of failure components, which in turn drives customers in this segment to choose providers like us based on our deep technical expertise, consistency and quality of service. 
+Consumer 
+Our Consumer segment provides a variety of global product market acceptance and risk mitigation services for customers in the consumer products end market, including consumer electronics, medical devices, information technologies, appliances, HVAC, lighting and retail (softlines and hardlines) and emerging consumer applications, including new mobility, smart 
+6 
+products and 5G. The primary services offered by this segment include safety certification testing, ongoing certification, global market access, testing for connectivity, performance and quality and critical systems advisory and training. 
+Software and Advisory 
+Our S&A segment provides complementary software and advisory solutions that extend the value proposition of TIC services we offer. The software and technical advisory offerings enable our customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability. 
+Our Strategy for Growth 
+We intend to leverage our capabilities and reputation as a trusted science-based safety, security and sustainability leader to drive growth in our current capabilities, as well as in new areas where we can add value to our customers. Consistent with our demonstrated track record, our growth strategy consists of continued expansion from organic opportunities supplemented by targeted, accretive M&A. Our growth strategy is focused on: (i) Growing and Expanding Our Core, (ii) Deploying Capital for Acquisition-Related Growth and (iii) Employing Operational Strategies to Expand Margins. 
+Growing and Expanding Our Core 
+We will enhance our core businesses by further expanding our comprehensive service capabilities across attractive verticals where we have market leadership today or in new industries that would benefit from our expertise, providing new solutions for adjacent risk areas and extending our service capabilities beyond products and components. 
+These growth strategies include: 
+Increase our share of wallet with current and new customers. We believe that there are opportunities to expand offerings to customers, and thereby our wallet share, given the rising financial and reputational costs of safety failure and increasing regulatory compliance requirements. Our key commercial strategies are focused on providing new services that address evolving customer needs and accelerating cross-sell and up-sell activity. We also seek to expand the role we currently play with our customers throughout their product lifecycles by moving beyond product testing into adjacent services that address our customers’ needs as they bring products to market. 
+Expand presence in new industry verticals. We continue to seek opportunities to address safety needs within existing verticals, as well as in emerging growth verticals, that would benefit from our core technical expertise and our ability to support global product market access. We are constantly monitoring the market to identify new demand drivers for our services, and we will continue to expand into existing and new verticals as conditions dictate. 
+Expand TIC service offerings. We have a sizeable opportunity to expand our TIC services to reflect the growing interconnectivity of our world and the new safety, security and sustainability needs of industrial and consumer products that result therefrom. Our customers rely on our deep expertise in innovative and cost-effective solutions as the safety and regulatory environment changes and requires them to seek additional third-party TIC support. For example, the rapid increase for energy demand globally being driven by a number of factors, including the expansion of AI data centers, requires new safety and security measures, backed by research, standards and regulations. Today’s energy ecosystem is increasingly complex, bidirectional and interconnected, requiring new innovations, including wire and cable, components, products and systems, all of which must be evaluated for compatibility, stability and safety. 
+Expand S&A offerings. As our core TIC customer needs have evolved, we have extended our business beyond product testing to serve as a global provider of software, data and advisory solutions, enabling our customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability. S&A offerings allow us to serve a broader addressable market and represent a significant growth opportunity and recurring revenues with existing and new customers. In 2025, approximately 65% of our global and strategic accounts cross-purchased software and advisory solutions to complement their core TIC needs, driving business growth with attractive recurring revenues. One key expansion area is supply chain software that enables many of the world’s largest retailers and manufacturers, among others, to effectively evaluate and ensure regulatory compliance, chemical safety and sustainability across their products. On January 31, 2024, we launched ULTRUS TM , our brand that unites our flagship software that helps customers meet regulatory, supply chain and sustainability challenges. 
+7 
+Deploying Capital for Acquisition-Related Growth 
+The global TIC industry remains highly fragmented with many sub-scale competitors in operation. We use acquisitions to grow our core and expand into attractive adjacencies and end markets that add capabilities to better serve our customers. Our strong balance sheet and free cash flow profile will continue to provide significant flexibility to pursue highly accretive bolt-on and transformational acquisitions. 
+Employing Operational Strategies to Expand Margins 
+As we continue to increase our scale, we prioritize excellence across our operations to help drive profit margin improvement. To achieve this margin expansion, we employ operational strategies that focus on service delivery excellence and the management of speed, cost and quality through the relentless focus on exceptional customer experience and through digital and other innovations in our service delivery. These strategies are complemented by a culture of continuous improvement, our standardized performance metrics and the ongoing introduction of new internal technology that enables us to constantly streamline our operations. Further, we leverage our deep pool of human capital, along with our vast network of offices and laboratories, to drive operating efficiencies and margin expansion. 
+Our Service Offerings 
+We generate our revenue through four major service categories (percent of revenue for 2025): 
+Certification Testing (approximately 28% of revenue). We evaluate products, components and systems according to global or regional regulatory requirements and other design and performance specifications. Select certification testing services include testing to global or regional standards, engineering evaluation and project review and functional safety testing of embedded software. Certification testing services generally align with the new product development cycle and help customers mitigate risk, demonstrate compliance with regulatory requirements and deliver confidence to businesses and consumers, resulting in demand for ongoing certification services. As a result of the certification process, we may authorize our customers to use our certification marks, including the UL Mark, on their products, packaging and marketing collateral as part of their manufacturing, distribution and marketing processes to demonstrate to the marketplace that their product has met the applicable requirements. Certification testing services often lead to ongoing certification services to support the continued safety, compliance and performance objectives of the customer. 
+Ongoing Certification Services (approximately 33% of revenue). To maintain the right to use our certification marks, including the UL Mark, and meet certain regulatory requirements, our customers must meet certain certification program requirements, including mandatory inspection and monitoring by us. These requirements, addressed through standard certification and inspection services, are designed to validate the continued compliance of our customers’ previously certified products, components and systems. Services are delivered through periodic inspections, initial and follow-up audits, sample testing and UL Solutions label usage. The frequency and combination of these services can vary based on product, component or system type, production volume and historical risk-based customer compliance. Our ongoing certification services are designed and executed to help our customers confirm ongoing compliance and to help protect the integrity of the UL Mark. Select services include factory inspection and testing to confirm products that are being produced match the configuration of products that were tested and certified. 
+Non-certification Testing and Other Services (approximately 30% of revenue). We offer testing services to address performance and other requirements that may not be required by any regulation and may not result in a certification, but are still desired by our customers to help ensure the safety, performance and reliability of their products. Select services include on-site and remote inspections, audits and field engineering specialty services, testing for energy efficiency, wireless and electromagnetic compatibility, quality, chemical and reliability for customers in medical devices, information technologies, appliances, HVAC and lighting. For retail and consumer customers, we offer testing such as color-matching, sensory, emissions and flame resistance. Lastly, we offer advisory and technical services to support our customers in managing their safety, compliance, regulatory risk and sustainability programs. 
+Software (approximately 9% of revenue). We provide software as a service (“SaaS”) and license-based software solutions, including implementation and training services related to software, to enable our customers to manage complex regulatory requirements, deliver supply chain transparency and operationalize sustainability. Our SaaS and licensed software solutions provide data-driven product stewardship, chemicals management, supply chain insights, environmental, social and governance (“ESG”) data and reporting, environmental, health and safety (“EHS”) training, management and compliance, and additional regulatory driven software solutions. 
+8 
+Our Team and Talent Management 
+We employ leading talent, with technical expertise throughout the organization. As of December 31, 2025, we had a total of 14,587 full-time employees and 264 part-time employees. Our technical team of approximately 9,900 scientists, engineers and other specialized technical and regulatory experts has been purpose-built over many years and is core to our competitive differentiation. As of December 31, 2025, our highly experienced employee base had an average tenure with UL Solutions of nine years with us or our affiliates, and our technical talent had an average tenure of 11 years, which instills trust within our customers and provides superior outcomes in safety, security and sustainability. 
+None of our U.S.-based employees are covered by collective bargaining agreements, although approximately 10% of our employees are represented by foreign trade unions and work councils in the Americas, the APAC region, Europe, the Middle East and Africa, which could subject us to arrangements very similar to collective bargaining agreements. In Europe, approximately 20% of our workforce are represented by work council committees. We have not experienced any work stoppages or strikes that have had a material adverse effect on our operations. We consider our relationships with our employees to be collaborative. 
+Talent, Engagement and Development 
+Our talent management strategy is to attract, grow and retain a global and inclusive workforce where individuals can achieve their highest potential, regardless of background, through rewarding high performance and offering development programs. Our talent development programs include on-the-job training, professional development, internal and external partner leadership programs, organizational development and a self-service curriculum. As part of our broader employee development process, our proprietary UL University program provides education and training to all of our employees through a comprehensive portfolio of instructor-led, online and self-directed learning options. 
+Information Technology 
+Our scalable, efficient and high-quality information technology capabilities enable us to enhance both the customer experience and our internal operational efficiencies. These capabilities are supported by centrally managed IT and security teams working under a comprehensive strategy and multi‑year roadmap designed to improve customer satisfaction, employee productivity, and cybersecurity resiliency. 
+Our customers value the trusted information we generate and the data we provide. Our ULTRUS TM software portfolio is built on a shared platform that delivers a common user experience and integrated applications. Across multiple ULTRUS TM software solutions, we incorporate artificial intelligence capabilities that help customers accelerate product launches, improve regulatory compliance, and strengthen their sustainability initiatives. 
+Our employees benefit from globally aligned processes and decision-support capabilities enabled by leading commercial off-the-shelf technologies, including Oracle, Microsoft and Salesforce. These platforms embed artificial intelligence that enhances the speed and quality of decision-making across our organization. 
+Technology initiatives currently underway include efforts to: 
+• Expand software-enabled compliance tools; 
+• Strengthen customer access to certification and compliance data; and 
+• Modernize service delivery systems through automation and intelligent workflows. 
+Competition 
+We operate in a global and highly fragmented industry that is diverse across geographies, services and markets. The global TIC industry has a number of large, global market participants, and the broader landscape also remains highly fragmented and intensely competitive. We are subject to competition from a broad range of players including large and global public and private firms, as well as a broad number of smaller companies and new entrants. In our S&A segment, we also compete against a diverse group of point solution providers. We believe the primary competitive differentiators of our services are our capabilities, global reach, large installed base of laboratories and equipment, reputation and operational track record. Additionally, we believe we have a competitive advantage over our peers through the integrity of our work, which has led to third party recognition by governments and international bodies. Our technical expertise and safety science thought 
+9 
+leadership drives our accreditation management capabilities, which provide a high degree of business continuity and reliability to our customers. 
+Government Regulation and Compliance 
+Our business is subject to a number of laws and regulations, both within and outside the U.S., in areas such as data privacy, anti-bribery and corruption, international trade, taxation, environmental protection and others. We are required to maintain credentials from accreditors, regulators and scheme owners based on applicable regulations and scheme rules in order to provide conformity assessment services to our customers globally. These credentials reflect our conformity assessment bodies’ meeting of competency, consistency and impartiality requirements within those regulations and scheme rules. We have a global governance structure in place to facilitate compliance with these requirements. 
+Our current key credentials include those granted by key regulators and authorities in North America, Asia and Europe. Typically, such credentials are critical in serving customers in highly regulated sectors, such as the medical device industry; in sectors where third-party providers are relied upon, such as the electrical and electronic equipment industry; and in highly regulated markets, such as mainland China. 
+Our global governance structure includes the active management of successful renewal of such credentials, the expansion or consolidation of these credentials, where warranted, and the pursuit of new credentials to preserve and to enable our ability to serve customers continuously. 
+Some of our credentials are granted by government agencies in North America, Asia and Europe. For example, we have credentials issued by the U.S. Occupational Safety & Health Administration (“OSHA”) and the China National Certification and Accreditation Administration (the “CNCA”), which are among some of the key credentials for our operations. 
+Environmental Matters 
+Our business is subject to various international, federal, state and local laws and regulations regarding EHS matters. Among other things, these laws and regulations regulate the emission or discharge of materials into the environment, require us to obtain and maintain permits and approvals, govern the use, storage, treatment, disposal, transportation and management of hazardous substances, radioactive materials and wastes and protect the health and safety of our employees. These laws also impose liability for the costs of investigating, remediating, and addressing damages resulting from present and past releases of hazardous substances, including releases by prior owners or operators of sites we currently own or operate. Our previous ownership and current and previous operation of real property may also subject us to liability pursuant to these laws or regulations. 
+Compliance with EHS laws and regulations increases our operating costs, limits or restricts the services we provide, or the methods by which we offer, sell and fulfill those services or conduct our business, and subjects us to the possibility of regulatory or private actions or proceedings. In addition, violations of EHS laws and regulations could result in significant administrative, civil, or criminal penalties, remedial cleanups, natural resource damages, permit modifications or revocations, operational interruptions or shutdowns and other liabilities. We maintain an environmental, health and safety compliance program, including policies and standards, dedicated staff, and periodic auditing and training. Compliance with laws regulating contamination and the discharge of materials into the environment, or otherwise relating to the protection of the environment or human health and safety, have not had a material effect on our capital expenditures, earnings, or competitive position, and are not currently material to our total operating costs or cash flows. However, environmental liabilities can change substantially, including due to changes in laws and regulations, and any future violations of applicable laws or regulations could adversely affect our business, financial condition and results of operations. 
+There has been a trend in favor of increased restrictions and limitations on activities that may affect the environment, and thus there can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be different from the amounts we currently anticipate. For example, climate change continues to attract considerable public and scientific attention, and numerous proposals have been, and will likely continue to be, introduced to monitor and limit emissions of greenhouse gases. While we cannot predict future developments, the adoption and implementation of new or more stringent international, federal, regional, or state legislation, regulations, or other regulatory initiatives that impose more stringent standards for greenhouse gas emissions could result in increased costs of compliance. There were no material capital expenditures for environmental control facilities in 2023, 2024 or 2025, and there are no material investments currently planned for 2026; however, we may make material expenditures related to environmental control facilities generally in the future. 
+10 
+Intellectual Property 
+Our intellectual property is an important part of our business. We rely on a combination of trademark, patent, copyright, trade secret and other related laws and confidentiality policies and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights. Our intellectual property portfolio also includes various registered and unregistered copyrights and internet domain names. 
+We believe many of our service marks, certification marks, trademarks and trade names are important to our success, and as of December 31, 2025, our trademark portfolio included approximately 120 registered U.S. trademarks and approximately 8 pending U.S. trademark applications, and approximately 2,000 registered trademarks and 100 pending trademark applications in other countries. We endeavor to take prudent measures to protect our trademarks and certification marks against counterfeiting and other forms of infringement and, in turn, maintain the value and integrity of our trademarks and certification marks for us and our customers who make the decision to pursue UL certification and carry the UL Mark on their products. We do this by, among other things, using a global trademark watch service; recording our marks with customs agencies around the world; engaging in opposition proceedings in various trademark offices; sending cease-and-desist letters to counterfeiters and other infringers and pursuing legal action against them where appropriate; and partnering with customers, code authorities and law enforcement to provide them with tools and information necessary to distinguish between authentic and counterfeit UL Marks so that we may work together in diverting any unauthorized UL marked product out of the stream of commerce. 
+As of December 31, 2025, we had approximately 27 issued U.S. patents and approximately 24 U.S. patent applications pending, all in various stages of examination. We cannot assure you whether any of our trademark or patent applications will result in the issuance of a trademark registration or patent, as applicable, or whether the examination process will require us to narrow the scope of protection that we are seeking. Any of our existing trademark registrations or patents and any that are issued in the future may be contested, circumvented, found unenforceable, cancelled or invalidated, and we may not be able to prevent third parties from infringing them. 
+For a discussion of risks related to our intellectual property, see “Risk Factors—Risks Related to Our Intellectual Property.” 
+Seasonality 
+While seasonality is not a significant factor in our financial performance, our total revenue is typically lowest in the first quarter and highest in the fourth quarter, primarily due to timing of Non-certification Testing and Other Services revenue within our Industrial and Consumer segments. In addition, our cash flow from operations is typically lowest in the first quarter due to payment of the prior year’s annual performance-based variable incentive compensation. 
+UL-CCIC Agreement 
+We, via our wholly owned subsidiary UL LLC, own 70% of the issued and outstanding equity interests of UL-CCIC, an entity formed under the laws of the People’s Republic of China (“P.R.C”). The remaining 30% equity interest is owned by CCIC, a Chinese state-owned enterprise. UL-CCIC is governed by an agreement first entered into on June 26, 2002, and has been amended from time to time. UL-CCIC was established with an initial duration of 10 years, starting from the date that it obtained its business license. This duration has been subsequently extended twice and currently expires in January 2033 pursuant to the amended and restated agreement the Company entered into with CCIC on October 28, 2022. Refer to Item 8, “Notes to the Consolidated Financial Statements”, Note 7, “Investments in Equity Securities” for further details. 
+Available Information 
+Our executive offices are located at 333 Pfingsten Rd, Northbrook, Illinois 60062, and our telephone number is (847) 272‑8800. Our annual reports 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 on our website at https://ir.ul.com/sec-filings/sec-filings as soon as reasonably practicable after electronically filing or furnishing such material to the SEC. The SEC also maintains a website (www.sec.gov) that includes our reports, proxy statements and other information. Unless expressly noted, the information on our website, including our investor relations website, or any other website is not incorporated by reference in this Annual Report and should not be considered part of this Annual Report or any other filing we make with the SEC. 
+11

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+ITEM 13. Certain Relationships and Related Transactions, and Director Independence 
+136

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raw/filings/0001901637/2024/0001562762-25-000043/item13.txt

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+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+126

raw/filings/0001901637/2025/0001562762-26-000027/filing_metadata.csv

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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
+0001901637,USCB,"USCB FINANCIAL HOLDINGS, INC.",2025,10-K,2026-03-13,2025-12-31,2026-03-13T17:18:40.000Z,0001562762-26-000027,uscb-20251231.htm,FORM 10-K,24582596,1,1,https://www.sec.gov/Archives/edgar/data/1901637/000156276226000027/uscb-20251231.htm,https://www.sec.gov/Archives/edgar/data/1901637/000156276226000027/

raw/filings/0001901637/2025/0001562762-26-000027/item13.txt

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+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+126