HCM IV Acquisition Corp.
For the period ended Dec 31, 2025. Filed Mar 30, 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 30, 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
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:001-43119
(Exact name of registrant as specified in its charter)
| Cayman Islands | 98-1883478 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 85 Washington St, 1F Stamford, CT | 06854 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(203) 930-2200
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 and one-fourth of one Redeemable Warrant | HACQU | The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, par value $0.0001 per share | HACQ | The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per share | HACQW | The 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 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 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 definitions 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 statement of the registrant included in the filing reflect the correction of an error to previously issued financial statement.☐
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 Act). Yes☒ No ☐
The registrant’s securities were not listed on any exchange and hadno market value as of the last business day of the second fiscal quarter of 2025. The registrant’s Units begin trading on the Nasdaq Stock Market on February 13, 2026.
As of March 25, 2026, there were 28,750,000 Class A Ordinary Shares, par value $0.0001 per share, and 8,625,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
TABLE OF CONTENTS
| PAGE | ||
|---|---|---|
| PART I | 1 | |
| Item 1. | Business. | 1 |
| Item 1A. | Risk Factors. | 19 |
| Item 1B. | Unresolved Staff Comments. | 22 |
| Item 1C. | Cybersecurity. | 22 |
| Item 2. | Properties. | 22 |
| Item 3. | Legal Proceedings. | 22 |
| Item 4. | Mine Safety Disclosures. | 22 |
| PART II | 23 | |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 23 |
| Item 6. | [Reserved] | 23 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 24 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 27 |
| Item 8. | Financial Statement and Supplementary Data. | 27 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 28 |
| Item 9A. | Controls and Procedures. | 28 |
| Item 9B. | Other Information. | 28 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 28 |
| PART III | 29 | |
| Item 10. | Directors, Executive Officers and Corporate Governance. | 29 |
| Item 11. | Executive Compensation. | 39 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 40 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 43 |
| Item 14. | Principal Accountant Fees and Services. | 46 |
| PART IV | 47 | |
| Item 15. | Exhibit and Financial Statement Schedules. | 47 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENT
This Report (as defined below), including, without limitation, statement under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statement within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statement include, but are not limited to, statement regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statement that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statement. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statement in this Report may include, for example, statement about:
| ● | our ability to select an appropriate target business or businesses; |
| ● | our ability to complete our initial business combination; |
| ● | our expectations around the performance of the prospective target business or businesses; |
| ● | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
| ● | our potential ability to obtain additional financing to complete our initial business combination; |
| ● | our pool of prospective target businesses; |
| ● | the adverse impacts of certain events (such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases) on our ability to consummate an initial business combination; |
| ● | the ability of our officers and directors to generate a number of potential business combination opportunities; |
| ● | our public securities’ potential liquidity and trading; |
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| ● | the lack of a market for our securities; |
| ● | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
| ● | the trust account not being subject to claims of third parties; or |
| ● | our financial performance. |
The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Additionally, the SEC has adopted new rules and regulations for special purpose acquisition companies (“SPACs”), which became effective on July 1, 2024. The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC business combination transactions; (iii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and business combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed business combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants for business combination registration statement. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to complete our initial business combination and may increase the costs and time related thereto.
In addition, statements that contain “we believe” and similar statement reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Report. Although we believe that this information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on this statement.
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GLOSSARY
Unless otherwise stated in this Report, or the context otherwise requires, references to:
| ● | “2024 SPAC Rules” are to the new rules and regulations for SPACs adopted by the SEC on January 24, 2024, which became effective on July 1, 2024; |
| ● | “we,” “us,” “company” or “our company” are to HCM IV Acquisition Corp., a Cayman Islands exempted company; |
| ● | “Class A Ordinary Shares” are to our class A ordinary shares of a par value of US$0.0001 each; |
| ● | “Class B Ordinary Shares” are to our class B ordinary shares of a par value of US$0.0001 each; |
| ● | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
| ● | “Completion Window” are to (i) the period ending on the date that is 24 months from the closing of the Initial Public Offering, or such earlier liquidation date as our board of directors may approve, in which we must complete an initial business combination or (ii) such other time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association; |
| ● | “Initial Shareholders” are to our Sponsor and any other holders of our Class B Ordinary Shares immediately prior to the Initial Public Offering; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “management” or our “management team” are to our officers and directors. |
| ● | “non-managing sponsor investors” means institutional investors (none of which are affiliated with any member of our management, other members of our sponsor or any other investor) that have expressed an interest to purchase indirectly, through the purchase of non-managing sponsor membership interests an aggregate of 3,500,000 private placement warrants at a price of $1.50 per warrant ($5,250,000 in the aggregate); subject to each non-managing sponsor investor purchasing, through the sponsor, the private placement warrants allocated to it in connection with the closing of this offering, the sponsor will issue membership interests at a nominal purchase price to the non-managing sponsor investors at the closing of this offering reflecting interests in an aggregate of 2,100,000 founder shares held by the sponsor; |
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| ● | “ordinary resolution” are to a resolution of the company passed by the holders of a majority of the ordinary shares, who, being entitled to do so, vote in person or by proxy at a general meeting of the company, or a resolution approved in writing by all of the holders of the issued ordinary shares entitled to vote on such matter; |
| ● | “ordinary shares” are to our Class A Ordinary Shares and our Class B Ordinary Shares; |
| ● | “Public Shares” are to Class A Ordinary Shares sold as part of the units in the Initial Public Offering (whether they were purchased in the Initial Public Offering or thereafter in the open market); |
| ● | “public shareholders” are to the holders of our Public Shares, including our Initial Shareholders, our management team and any non-managing sponsor investors to the extent our Initial Shareholders and members of our management team and any non-managing sponsor investors purchase Public Shares, provided that each initial shareholder’s and member of our management team’s and any non-managing sponsor investors’ status as a “public shareholder” only exists with respect to such Public Shares; |
| ● | “Public Warrants” are to the warrants sold as part of the units in the Initial Public Offering (whether they were purchased in the Initial Public Offering or thereafter in the open market); |
| ● | “Private Placement Warrants” are to the warrants issued to our Sponsor and Cantor Fitzgerald & Co. in a private placement simultaneously with the closing of the Initial Public Offering; |
| ● | “special resolution” are to a resolution of the company passed by at the holders of a majority of at least two-thirds (2/3) of the ordinary shares (or such higher approval threshold as specified in the company’s amended and restated memorandum and articles of association) who, being entitled to do so, vote in person or by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); |
| ● | “Sponsor” are to HCM Investor Holdings IV, LLC, a Delaware limited liability company which was recently formed to invest in our company, as further discussed under “Sponsor Information”; and |
| ● | “warrants” are to our Public Warrants and Private Placement Warrants. |
Any conversion of the Class B Ordinary Shares described in this Report will take effect as a compulsory redemption of Class B Ordinary Shares and an issuance of Class A Ordinary Shares as a matter of Cayman Islands law.
Any forfeiture of shares, and all references to forfeiture of shares, described in this Report shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this Report will take effect as a share capitalization as a matter of Cayman Islands law (that is, an issuance of shares from share premium).
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.