Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or 15(d)of the Exchange Act. Yes☐No☒ Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, oran emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer⌧Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included inthe 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 compensationreceived 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 Rule12b-2 of the Exchange Act). Yes☒No☐ The registrant was not a public company as of June30, 2025 and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date. As of March25, 2026, there were30,015,000 ClassA ordinary shares, par value $0.0001 per share and 7,503,750 ClassB ordinary shares, par value$0.0001 per share, issued and outstanding. TABLE OF CONTENTS PARTI Item1.Business.Item1A.Risk Factors.Item1B.Unresolved Staff Comments.Item1C.Cybersecurity.Item2.Properties.Item3.Legal Proceedings.Item4.Mine Safety Disclosures. 4196868686868 PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.69Item6.[Reserved]69Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.70Item7A.Quantitative and Qualitative Disclosures About Market Risk.73Item8.Financial Statements and Supplementary Data.73Item9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.73Item9A.Controls and Procedures.73Item9B.Other Information.74Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.74PARTIIIItem10.Directors, Executive Officers and Corporate Governance.75Item11.Executive Compensation.85Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.86Item13.Certain Relationships and Related Transactions, and Director Independence.87Item14.Principal Accountant Fees and Services.91PARTIVItem15. Exhibits and Financial Statement Schedules.92 Item16.Form10-K Summary.93SIGNATURES94 PARTI CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form10-K (the “Annual Report”) may constitute “forward-lookingstatements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to,statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding thefuture. In addition, any statements that refer to projections, forecasts or other characterizations of future events orcircumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”“believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”“predict,” “project,” “should,” “would” and similar expres