Southland Holdings Inc 2025年度报告

Form10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscalyear ended December31,2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period fromto.Commission File Number: 001-41090 Southland Holdings, Inc.(Exact name of registrant as specified in its charter) 1100 Kubota Dr.Grapevine, TX 76051(Address of principal executive offices) (Zip Code)(817) 293 - 4263(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 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 Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (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 90days. 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 (section 232.405 of this chapter) during the preceding 12months (or for such shorter periodthat the registrant 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. 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☐ Table of Contents 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 Rule12b-2 of the Exchange Act).☐Yes☒No As of March20, 2026, 54,113,036 shares of common stock, par value $0.0001 per share, were issued and outstanding. The aggregatemarket value of the common stock held by non-affiliates of the registrant was approximately $60,060,635 as of June 30, 2025, thelast business day of the registrant’s most recently completed second fiscal quarter, based on the last sales price of the registrant’scommon stock as reported on the NYSE American LLC on such date. For purposes of the preceding sentence only, all directors,executive officers and beneficial owners of 10% or more of the shares of the registrant’s common stock are assumed to be affiliates. Documents Incorporated by Reference: Items 10, 11, 12, 13, and 14 of Part III incorporate information by reference from the registrant’s definitive proxy statement relatingto its 2026 annual meeting of stockholders (the “2026 Proxy Statement”) to be filed with the Securities and Exchange Commission nolater than 120 days after the close of the registrant’s fiscal year to which this report relates. TABLE OF CONTENTS PagePART I3Item 1.Business3Item1A.Risk Factors10Item1B.Unresolved Staff Comments31Item1C.Cybersecurity31Item 2.Properties32Item 3.Legal Proceedings32Item 4.Mine Safety Disclosures32PART II32Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and IssuerPurchases of Equity Securities32Item 6.Reserved33Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations33Item7A.Quantitative and Qualitative Disclosures about Market Risk46Item 8.Financial Statements and Supplementary Data46Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure47Item9A.Controls and Procedures47Item9B.Other Information48Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections48PART IIIItem10.Directors, Executive Officers and Corporate Governance48Item11.E