BRB Foods Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-42870 (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: None. Indicate Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 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 of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. Seethe definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2025, there was no established public trading market for the registrant’s common stock. Accordingly, the aggregate market value of the registrant’s voting and non-votingcommon equity held by non-affiliates cannot be determined. DOCUMENTS INCORPORATED BY REFERENCE: None PART I Item 1.Business3Item 1A.Risk Factors6Item 1B.Unresolved Staff Comments26Item 1C.Cybersecurity26Item 2.Properties26Item 3.Legal Proceedings26Item 4.Mine Safety Disclosures26 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities27Item 6.Selected Financial Data27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 7A.Quantitative and Qualitative Disclosures About Market Risk40Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure41Item 9A.Controls and Procedures41Item 9B.Other Information41Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections41 PART III Item 10.Directors, Executive Officers and Corporate Governance42Item 11.Executive Compensation45Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters46Item 13.Certain Relationships and Related Transactions, and Director Independence48Item 14.Principal Accountant Fees and Services48 PART I– FINANCIAL INFORMATION Forward-Looking Information This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended. These statements involve risks and uncertainties. Forward-looking statements generally can be identified by the use of words such as “may,” “will,”“likely,” “anticipates,” “believes,” “expects,” “estimates,” “plans,” “intends,” and similar expressions. These statements reflect management’s current expectations based oninformation available at the time such statements are made. Actual results may differ materially from those expressed or implied by these forward-looking statements due to variousfactors, including those described under Item 1A. “Risk Factors” and elsewhere in this Annual Report on Form 10-K. The forward-looking statements contained in this report are basedon assumptions that management believes are reasonable; however, such assumptions are subject to uncertainties and risks. As a result, there can be no assurance that the forward-looking statements will prove to be accurate. We undertake no obligation to update or revise any forward-looking statements, except as required by applicable law. Use of Certain Terms Unless th