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FutureCrest Acquisition Corp.

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

FCRS$10.240.0%Stored close · as of Nov 6, 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 001-42867

FutureCrest Acquisition Corp.

(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 No.)
150 East 52nd Street, 3rd Floor, New York, NY10022
(Address of principal executive officers)(Zip Code)

Registrant’s telephone number, including area code(732) 698-8220

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-quarter of one redeemable warrantFCRS.UThe New York Stock Exchange
Class A ordinary shares, par value $0.0001 per shareFCRSThe New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per shareFCRS.WSThe New York Stock Exchange

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

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 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 Act).☒ Yes¨ No

As of December 31, 2025, the aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates was approximately $290 million.

There were 28,750,000 Class A ordinary shares, par value $0.0001 per share, issued and outstanding and 7,187,500 Class B ordinary shares, par value $0.0001 per share, issued and outstanding as of March 31, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

None.

FutureCrest Acquisition Corp.

Form 10-K

For the Year Ended December 31, 2025

Table of Contents

Page
PART I1
Item 1. Business.1
Item 1A. Risk Factors.18
Item 1B. Unresolved Staff Comments.18
Item 1C. Cybersecurity.19
Item 2. Properties.19
Item 3. Legal Proceedings.19
Item 4. Mine Safety Disclosures.19
PART II20
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.20
Item 6. Reserved.20
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.21
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.23
Item 8. Financial Statements and Supplementary Data.23
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.23
Item 9A. Controls and Procedures.23
Item 9B. Other Information.24
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.24
PART III25
Item 10. Directors, Executive Officers and Corporate Governance.25
Item 11. Executive Compensation.35
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.36
Item 13. Certain Relationships and Related Transactions, and Director Independence.37
Item 14. Principal Accountant Fees and Services.38
PART IV39
Item 15. Exhibit and Financial Statement Schedules.39

i

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. All statements contained in this Annual Report on Form 10-K other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” of our Prospectus dated September 26, 2025 and in any subsequent filing we make with the Securities and Exchange Commission (“SEC”), as well as in any documents incorporated by reference that describe risks and factors that could cause results to differ materially from those projected in these forward-looking statements.

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Annual Report on Form 10-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking statements after completion of this Annual Report on Form 10-K to conform these statements to actual results or revised expectations.

Our periodic reports, proxy statements and Current Reports on Form 8-K are available on the SEC’s EDGAR system and may be viewed athttp://www.sec.gov and on our website athttps://www.futurecrest.com/sec-filings/sec-filings/default.aspx.

ii

ContentsView on SEC.gov

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