Dune Acquisition Corp II-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 OF 1934 For the transition period from to Commission file number: 001-42607 Dune Acquisition Corp. II(Exact name of registrant as specified in its charter) Cayman IslandsN/A(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) Registrant’s telephone number, including area code: (561) 489-2062 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 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. Large accelerated filerNon-accelerated filerEmerging 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☐ As of June 30, 2025, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant was$146,625,000. As of March 10, 2026, there were 14,482,813 Class A Ordinary Shares, par value $0.0001 per share, and 5,750,000 Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. TABLE OF CONTENTS PART IItem 1.Business.1Item 1A.Risk Factors.21Item 1B.Unresolved Staff Comments.25Item 1C.Cybersecurity.25Item 2.Properties.25Item 3.Legal Proceedings.25Item 4.Mine Safety Disclosures.25 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.26Item 6.[Reserved]27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.27Item 7A.Quantitative and Qualitative Disclosures About Market Risk.32Item 8.Financial Statements and Supplementary Data.32Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.32Item 9A.Controls and Procedures.32Item 9B.Other Information.33Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.33 Item 10.Directors, Executive Officers and Corporate Governance.34Item 11.Executive Compensation.40Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.41Item 13.Certain Relationships and Related Transactions, and Director Independence.43Item 14.Principal Accountant Fees and Services.46 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under Item 7. “Management’s Discussion andAnalysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27Aof the Securities Act (as defined below) and Section 21E of the Exchange Act (a