Nu Ride Inc 2025年度报告

FORM 10-K (Mark One) Commission File Number: 001-38821 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, par value $0.0001 per share(Title of Class) 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 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 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting Large accelerated filer☐Smaller reporting company☒ 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 theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D- Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ The aggregate market value of the Class A common stock outstanding, other than shares held by persons who may be deemedaffiliates of the registrant, computed by reference to the closing sales price for the registrant’s Class A common stock on June 30, 2025 Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) ofthe Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☒No☐ As of March 26, 2026, there were 16,096,296 shares of Class A common stock, $0.0001 par value outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain information required to be disclosed in Part III of this report is incorporated by reference from the registrant’s definitive proxystatement or an amendment to this report, which will be filed with the SEC not later than 120 days after the end of the fiscal year TABLE OF CONTENTS PART I Item 1.Business PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities17Item 6.[Reserved]17Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations17 PART III Item 10.Directors, Executive Officers and Corporate Governance48Item 11.Executive Compensation48 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of FinancialCondition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,”“estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” “could” or By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstancesthat may or may not occur in the future. Forward-looking statements are based upon assumptions and are not guarantees of futureperformance. Actual results may differ materially from those contained in forward-looking statements due to various factors, Risks Related to our Business and Financial Condition ●we have limited revenues, operations, and assets, which makes it difficult to evaluate our future business prospects a