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D. Boral ARC Acquisition I Corp-A 2025年度报告

2026-03-16美股财报严***
D. Boral ARC Acquisition I Corp-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number:001-42772 D. BORAL ARC ACQUISITION I CORP.(Exact name of registrant as specified in its charter) British Virgin IslandsN/A(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) + (332) 266-7344(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen 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 Rule405 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 Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging Growth Company☒ 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Yes☐No☒ 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 Section404(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 Section12(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 Exchange Act). Yes☒No☐ As of June30, 2025, the aggregate market value of the registrant’s ordinary shares held by non-affiliates of the registrant was $0. As of March13, 2026, there were 29,200,000 Class A ordinary shares, par value $0.0001 per share, and 12,000,000 Class B ordinaryshares, par value $0.0001 per share, of the registrant issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. D. BORAL ARC ACQUISITION I CORP. Annual Report on Form 10-K for the Year Ended December31, 2025 PagePART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS10ITEM 1B.UNRESOLVED STAFF COMMENTS10ITEM 2.PROPERTIES10ITEM 3.LEGAL PROCEEDINGS10ITEM 4.MINE SAFETY DISCLOSURES10 CERTAIN TERMS References to “the Company,” “BCAR,” “our,” “us” or “we” refer to D. Boral ARC Acquisition I Corp., a blank check companyincorporated in the Cayman Islands on March20, 2025. References to our “Sponsor” or “sponsor” refer to MFH 1, LLC, a Delawarelimited liability company. References to our “IPO” or “Initial Public Offering” refer to the initial public offering of D. Boral ARCAcquisition I Corp., which closed on August1, 2025. References to “Business Combination” or “business combination” refer to amerger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one ormore businesses. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report” or this “report”) contains forward-looking statements within the meaning ofSection27A of the Securities Act of 1933, or the Securities Act, and Section21E of the Securities Exchange Act of 1934, or theExchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are n