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激活能源获取公司——2025年度报告

2026-03-11 美股财报 杨框子
报告封面

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), 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 the 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,” “smaller Accelerated filer☐Smaller reporting 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 registered 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. None. PART I Item 1B.Unresolved Staff Comments.14Item 1C.Cybersecurity.14Item 2.Properties.14Item 3.Legal Proceedings.14Item 4.Mine Safety Disclosures.14 PART II15 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements contained in this Annual Report on Form 10-K (the “Annual Report”) may constitute “forward-lookingstatements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statementsregarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, anystatements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlyingassumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” Forward-looking statements in this Annual Report may include, for example, statements about: ●our ability to select an appropriate target business or businesses; ●our ability to complete our initial business combination; ●our expectations around the performance of the prospective target business or businesses; ●our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initialbusiness combination; ●our officers and directors allocating their time to other businesses and potentially having conflicts of interest with ourbusiness or in approving our initial business combination; ●our pote