Talon Capital 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 OR For the transition period fromto Talon Capital Corp.(Exact name of registrant as specified in its charter) Not Applicable(Former name, former address and former fiscal year, if changed since last report) 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 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 (§232.405 of this chapter) during the preceding 12months (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, smaller reportingcompany, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reportingcompany” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ 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.☐ 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☐ The registrant was not a public company as of June 30, 2025 and therefore it cannot calculate the aggregate market value of its votingand non-voting common equity held by non-affiliates as of such date. As of March 25, 2026, there were25,679,000Class A ordinary shares, $0.0001 par value and8,300,000Class B ordinary shares,$0.0001 par value, issued and outstanding. PARTIItem1.Business.2Item 1A.Risk Factors.20Item 1B.Unresolved Staff Comments.56Item 1C.Cybersecurity.56Item 2.Properties.56Item 3.Legal Proceedings.56Item 4.Mine Safety Disclosures.56PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.57Item 6.[Reserved]57Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.57Item7A.Quantitative and Qualitative Disclosures About Market Risk.60Item 8.Financial Statements and Supplementary Data.60Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.60Item9A.Controls and Procedures.60Item 9B.Other Information.60Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.60PARTIIIItem10.Directors, Executive Officers and Corporate Governance.61Item11.Executive Compensation.68Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.68Item13.Certain Relationships and Related Transactions, and Director Independence.70Item14.Principal Accountant Fees and Services.73PART IVItem15.Exhibits and Financial Statement Schedules.74Item16.Form 10-K Summary.75SIGNATURES76 PART I CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K (the “Annual Report”) may constitute “forward-looking statements” forpurposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or ourmanagement team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer toprojections, forecasts or other characterizations of future events or circumstances, incl