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Perimeter Acquisition Corp I-A 2025年度报告

2026-03-30 美股财报 章嘉艺
报告封面

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or For the transition period from __________ to _______________ Commission file number 001-42642 Perimeter Acquisition Corp. I(Exact Name of Registrant as Specified in Its Charter) Registrant’s telephone number, including area code: (512) 200-2533 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☒Smaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes- Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2025, based on the closing priceon that date of $10.17 on the Nasdaq Stock Market, was approximately $245,605,500. As of March 30, 2026, there were 24,788,000 Class A Ordinary Shares, par value $0.0001 per share, and 6,037,500 Class B OrdinaryShares, par value $0.0001 per share issued and outstanding. Documents Incorporated by Reference: None. TABLE OF CONTENTS PageCERTAIN TERMSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPART I1Item 1.Business1Item 1.A.Risk Factors32Item 1.B.Unresolved Staff Comments80Item 1.C.Cybersecurity80Item 2.Properties80Item 3.Legal Proceedings80Item 4.Mine Safety Disclosures80PART II81Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities81Item 6.[Reserved]82Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations82Item 7.A.Quantitative and Qualitative Disclosures about Market Risk84Item 8.Financial Statements and Supplementary Data84Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure85Item 9.A.Controls and Procedures85Item 9.B.Other Information85Item 9.C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.85PART III86Item 10.Directors, Executive Officers and Corporate Governance86Item 11.Executive Compensation96Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters96Item 13.Certain Relationships and Related Transactions, and Director Independence98Item 14.Principal Accountant Fees and Services100PART IV101Item 15.Exhibits, Financial Statement Schedules101Item 16.Form 10-K Summary103SIGNATURES104-i- CERTAIN TERMS Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report”), references to: ●“amended and restated memorandum and articles association” refers to