Southland Holdings Inc 2024年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 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, 2024 OR տTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto. Southland Holdings, Inc.(Exact name of registrant as specified in its charter) 1100 Kubota Dr.Grapevine, TX 76051(Address of principal executive offices) (Zip Code)(817) 293 - 4263(Registrant’s telephone number, including area code) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. YesտNoց Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during 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 filingrequirements for the past 90 days. YesցNoտ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).YesցNoտ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer 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 Section 13(a) of the Exchange Actտ 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 Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.տ 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 thefiling reflect the correction of an error to previously issued financial statements.տ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).տ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).տYesցNo As of February 24, 2025, 53,987,069 shares of common stock, par value $0.0001 per share, were issued and outstanding. The aggregate market value ofthe common stock held by non-affiliates of the registrant was approximately $57,451,112 as of June 30, 2024, the last business day of the registrant’smost recently completed second fiscal quarter, based on the last sales price of the registrant’s common stock as reported on the NYSE American LLCon such date. For purposes of the preceding sentence only, all directors, executive officers and beneficial owners of 10% or more of the shares of theregistrant’s common stock are assumed to be affiliates. Documents Incorporated by Reference: Items 10, 11, 12, 13, and 14 of Part III incorporate information by reference from the registrant’s definitive proxy statement relating to its 2025 annualmeeting of stockholders (the “2025 Proxy Statement”) to be filed with the Securities and Exchange Commission no later than 120 days after the closeof the registrant’s fiscal year to which this report relates. TABLE OF CONTENTS PagePART I3Item 1.Business3Item 1A. Risk Factors10Item 1B. Unresolved Staff Comments30Item 1C. Cybersecurity30Item 2.Properties31Item 3.Legal Proceedings31Item 4.Mine Safety Disclosures31PART II32Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases ofEquity Securities32Item 6.Reserved32Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A. Quantitative and Qualitative Disclosures about Market Risk44Item 8.Financial Statements and Supplementary Data44Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure44Item 9A. Controls and Procedures44Item 9B. Other Information45Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections45PART IIIItem 10. Directors, Executive Officers and Corporate Governance46Item 11. Executive Compensation46Item 12. Security Ownership of Certain Beneficial Owner