AirSculpt Technologies Inc 2024年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024OR For the transition period from __________ to __________. Commission file number: 001-40973 AirSculpt Technologies, Inc.(Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) Registrant’s telephone number, including area code:(786) 709-9690 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None 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. YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated fileroAccelerated fileroNon-accelerated filerxSmaller reporting companyxEmerging growth companyx 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.☒ Table of Contents Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 the registrantincluded 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 Exchange Act). Yes☐No☒ The aggregate market value of the common shares held by non-affiliates of the registrant as of the last business day of the registrant'smost recently completed second fiscal quarter was $52.7 million. The registrant had 58,574,516 shares of common stock outstanding as of March 13, 2025. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosures Part II50Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities50Item 6. Reserved50Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations50Item 7A. Quantitative and Qualitative Disclosures about Market Risk64Item 8. Financial Statements and Supplementary Data64Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure86Item 9A. Controls and Procedures87Item 9B. Other Information87Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections88 Part III89Item 10. Directors, Executive Officers and Corporate Governance89Item 11. Executive Compensation95Item 12. Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters101Item 13. Certain Relationships and Related Transactions, and Director Independence103Item 14. Principal Accountant Fees and Services105 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS We have made statements in the sections titled “Risk Factors,” “Management’s Discussion and Analysis of FinancialCondition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and in other sectionsof this Annual Report on Form 10-K that are forward-looking statements. In some cases, you can identify these sta