Buda Juice Inc. 2025年度报告

FORM 10-K BUDA JUICE, INC. Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities 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), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period 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 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 June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s commonstock was not publicly traded. Accordingly, the registrant had no public float as of that date and no aggregate market value of voting The registrant’s common stock began trading on the NYSE American under the symbol “BUDA” on January 8, 2026. As of March 26, 2026, there were 12,566,666 shares of the registrant’s common stock outstanding. Documents Incorporated by Reference: The information called for by Part III will be incorporated by reference from the Registrant’sdefinitive Proxy Statement for its Annual Meeting of Stockholders to be filed pursuant to Regulation 14A or will be included in an Table of Contents PART I PART II Table of Contents CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS Included in this Form 10-K are “forward-looking statements,” as well as historical information. Although we believe that theexpectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in theseforward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled “Risk Factors.” Forward-lookingstatements include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,”“intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions, including when used in the negative. Although SUMMARY OF MATERIAL RISKS Investing in our common stock is speculative and involves a high degree of risk. These risks are discussed more fully in Part I, Item1A. “Risk Factors” and elsewhere in this Annual Report. We urge you to read Part I, Item 1A. “Risk Factors” beginning on page 8 in Risks Relating to Our Business and Industry ●We have a limited operating history in new and evolving markets, which may make it difficult to evaluate our current businessand future prospects and increase the risk of your investment. and sustain the historical level of our profitability.●We operate in a highly competitive beverage industry and may not be able to maintain or grow our market share against larger and better-capitalized competitors.●Our success depends on the continued strength of our brand and consumer perception of the quality, safety, freshness, andhealthfulness of our products. ●Our future growth depends on the successful development and acceptance of new product and product innovation. ●We rely on a limited number of cold chain-dependent production and distribution facilities, and any disruption—due tomechanical failure, labor shortages, natural disasters, or other causes—could materially affect our operations.●Our business model depends