BM Acquisition 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 ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number:333-288106 BM ACQUISITION CORP.(Exact name of registrant as specified in its charter) 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 15(d) of the Exchange 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 past 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirement 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 during the preceding 12 months (or for such shorter period that the registrant was required tosubmit 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 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 Exchange Act). Yes☒No☐ The registrant was not a public company as of March 16, 2026 and, therefore, cannot calculate the aggregate market value of its votingand non-voting common equity held by non-affiliates as of such date. As of March 16, 2026, 1,724,999 shares of Class A ordinary shares, par value $0.0001 per share, and 1 share of Class B ordinaryshares, $0.0001 par value per share, issued and outstanding. TABLE OF CONTENTS PAGEPART IItem 1.Business4Item 1A.Risk Factors21Item 1B.Unresolved Staff Comments23Item 1C.Cybersecurity23Item 2.Properties23Item 3.Legal Proceedings23Item 4.Mine Safety Disclosures23 PART IIItem 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities24Item 6.Reserved.24Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 7A.Quantitative and Qualitative Disclosures About Market Risk26Item 8.Financial Statements and Supplementary Data26Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure26Item 9A.Controls and Procedures27Item 9B.Other Information27Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections27PART IIIItem 10.Directors, Executive Officers and Corporate Governance28Item 11.Executive Compensation34Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters35Item 13.Certain Relationships and Related Transactions, and Director Independence36Item 14.Principal Accounting Fees and Services39PART IVItem 15.Exhibit and, Financial Statement SchedulesF-1Item 16.Form 10-K Summary402 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This annual report, including, without limitation, statements under the heading “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of theSecurities Act and Section 21E of the Exchange Act. These forward-looking