Perception Capital Corp IV-A 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO ___________ COMMISSION FILE NUMBER001-41039 PERCEPTION CAPITAL CORP. IV(Exact name of registrant as specified in its charter) Cayman IslandsN/A(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification Number) 3109 W. 50th StreetMinneapolis,MN55410(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(952)456-5300 Securities registered pursuant to Section 12(b) of the Act:None Securities registered pursuant to Section 12(g) of the Act: Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrantClass A ordinary shares, par value $0.0001 per shareRedeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share(Title of Class) 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 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 the SecuritiesExchange 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 (1) has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports) and has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 filer☐Non-accelerated filer☒ Accelerated filer☐Smallerreporting 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 forcomplying 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 the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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-basedcompensation 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 registrant’s Class A ordinary shares outstanding at June 30, 2024, other than shares held by personswho may be deemed affiliates of the registrant, computed by reference to the closing price for the ordinary shares on such date, asreported on the New York Stock Exchange, was $54.1million. As of March 27, 2025, the Registrant had6,838,552Class A ordinary shares, $0.0001 issued and outstanding, including6,505,624Non-Redeemable Class A ordinary shares issued and outstanding, andoneClass B ordinary share, $0.0001 par value, issued andoutstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiPART I1ITEM 1.BUSINESS.1ITEM 1A.RISK FACTORS.8ITEM 1B.UNRESOLVED STAFF COMMENTS.36ITEM 1C.CYBERSECURITY36ITEM 2.PROPERTIES.36ITEM 3.LEGAL PROCEEDINGS.36ITEM 4.MINE SAFETY DISCLOSURES.36PART II37ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES.37ITEM 6.[RESERVED]37ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS.37ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.46ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTAR