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Infinite Eagle Acquisition Corp.

For the period ended Dec 31, 2025. Filed Mar 23, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 23, 2026

IEAG$10.04-0.3%Stored close · as of Nov 5, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ 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

OR

For the transition period from to

Commission file number:001-43055

(Exact name of registrant as specified in its charter)

Cayman IslandsN/A
(State or other jurisdiction of incorporation or organization) · (I.R.S. Employer Identification Number)
955 Fifth Avenue New York, New York10075
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:(310) 209-7280

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:Trading Symbol(s)Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one right to receive one twenty-fifth (1/25) of a Class A ordinary shareIEAGThe Nasdaq Stock Market LLC
Class A ordinary shares, 0.0001 par valueIEAGUThe Nasdaq Stock Market LLC
Rights, each entitling the holder to receive one twenty-fifth (1/25) of one Class A ordinary shareIEAGRThe Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

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 Securities Exchange Act of 1934 during the preceding 12 months (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 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-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 for complying 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 effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public 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 the registrant 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-based compensation 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’s Units begin trading on The Nasdaq Stock Market LLC on January 16, 2026 and the registrant’s Class A Ordinary Shares and Warrants are expected to begin trading on The Nasdaq Stock Market LLC on the 52 nd day following January 20, 2026. Accordingly, there wasno market value for the registrant’s Class A Ordinary Shares as of both the last business day of the second fiscal quarter of 2025 and December 31, 2025.

As of March 23, 2026, there were 34,895,000 Class A ordinary shares, par value $0.0001, issued and outstanding, and 8,625,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statementsii
PART I1
Item 1.Business.1
Item 1A.Risk Factors20
Item 1B.Unresolved Staff Comments61
Item 1C.Cybersecurity61
Item 2.Properties61
Item 3.Legal Proceedings61
Item 4.Safety Disclosures61
PART II62
Item 5.Market for Registrant’s Shareholders’ Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities62
Item 6.[Reserved]63
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations63
Item 7A.Quantitative and Qualitative Disclosures about Market Risk70
Item 8.Financial Statements and Supplementary Data70
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure71
Item 9A.Controls and Procedures71
Item 9B.Other Information71
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections71
PART III72
Item 10.Directors, Executive Officers and Corporate Governance.72
Item 11.Executive Compensation.83
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters84
Item 13.Certain Relationships and Related Transactions, and Director Independence86
Item 14.Principal Accounting Fees and Services87
PART IV88
Item 15.Exhibits, Financial Statement Schedules.88
INDEX TO FINANCIAL STATEMENTSF-1

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ContentsView on SEC.gov

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