Activate Energy Acquisition Corp-A 2025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, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from ________________________ to ________________________ Commission file number:001-42992 Activate Energy Acquisition Corp.(Exact name of registrant as specified in its charter) Cayman IslandsN/AState or other jurisdiction of(I.R.S. Employer incorporation or organizationIdentification No.) 71 Fort Street, PO Box 500Grand Cayman, Cayman Islands KY1-1106(Address of principal executive offices) Registrant’s telephone number, including area code:(302)207-9500 Securities registered pursuant to Section 12(b) of the Act: 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 Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the ExchangeAct from their obligations under those Sections. 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 has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 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. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ 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 As of December 31, 2025, the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliateswas approximately $232.18 million. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVEYEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐Yes☐No (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 9, 2026, Activate Energy Acquisition Corp. had 23,645,000 shares of its Class A ordinary shares, par value$0.0001 per share and 7,666,667 shares of its Class B ordinary shares, par value $0.0001 per share outstanding. PART I1Item 1.Business.1Item 1A.Risk Factors.14Item 1B.Unresolved Staff Comments.14Item 1C.Cybersecurity.14Item 2.Properties.14Item 3.Legal Proceedings.14Item 4.Mine Safety Disclosures.14PART II15Item 5.Market for Company’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.15Item 6.Reserved.15Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.16Item 7A.Quantitative and Qualitative Disclosures about Marke