Cal Redwood Acquisition Corp.

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

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FY2025 · Filed Mar 31, 2026

CRAQ$10.44-0.1%Stored close · as of Nov 5, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Cal Redwood Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-42665	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2440 Sand Hill Road, Suite 101 Menlo Park, CA	94025
(Address of principal executive offices)	(Zip Code)

**(415) 692-7762 **

(Registrant’s telephone number, including area code)

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:

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A Ordinary Share and one Right	CRAQU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	CRA	The Nasdaq Stock Market LLC
Rights, each Right to acquire one-tenth (1/10) of one Class A Ordinary Share	CRAQR	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Exchange 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 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 such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See 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 Exchange Act). Yes☒ No☐

As of June 30, 2025, the aggregate market value of the common stock, par value $0.0001 per share, of the Registrant held by non-affiliates of the registrant was $229,310,000 based on the $9.97 closing sale price of the Registrant’s common stock on such date.

As of March 31, 2026, there were 23,660,000 Class A ordinary shares, $0.0001 par value and 7,665,900 Class B ordinary shares, $0.0001 par value, issued and outstanding.

TABLE OF CONTENTS

PART I
Item 1.	Business.	1
Item 1A.	Risk Factors.	17
Item 1B.	Unresolved Staff Comments.	58
Item 1C.	Cybersecurity.	58
Item 2.	Properties.	58
Item 3.	Legal Proceedings.	58
Item 4.	Mine Safety Disclosures.	58
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	59
Item 6.	[Reserved]	60
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	60
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	62
Item 8.	Financial Statements and Supplementary Data.	62
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	63
Item 9A.	Controls and Procedures.	63
Item 9B.	Other Information.	63
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	63
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	64
Item 11.	Executive Compensation.	69
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	70
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	71
Item 14.	Principal Accountant Fees and Services.	74
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	75
SIGNATURES		77

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (“Annual Report”) or unless the context otherwise requires, references to:

●	“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association in effect as of the date hereof;

●	“Cohen” are to Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, a representative of the underwriters in the initial public offering;

●	“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

●

“founder shares” are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

●	“initial shareholders” are to sponsor and our four independent directors that held our founder shares prior or shortly after the initial public offering;

●	“initial public offering” are to our initial public offering, which was consummated on May 22, 2025.

●	“management” or our “management team” are to our directors and officers;

●

“non-managing sponsor investors” means certain investors (none of which are affiliated with any member of our management, our sponsor or any other investor) that indirectly purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 300,000 of the private placement units at a price of $10.00 per unit ($3,000,000 in the aggregate) in a private placement that closed simultaneously with the closing of our initial public offering. Subject to the non-managing sponsor investors purchasing, through the sponsor, the private placement units allocated to them simultaneously with the closing of our initial public offering, the sponsor issued membership interests at a nominal purchase price to the non-managing sponsor investors reflecting their interest in an aggregate of 2,400,000 founder shares held by the sponsor; however, the non-managing sponsor investors have no right to vote the founder shares, private placement units or securities underlying the private placement units that they hold indirectly through their membership interests in the sponsor;

●	“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

●	“private placement rights” are to the Share Rights included in the private placement units;

●	“private placement shares” are to the Class A ordinary shares included in the private placement units;

●	“private placement units” are to the units, each unit consisting of one Class A ordinary share and one Share Right, at a price of $10.00 per unit, issued to our sponsor in a private placement simultaneously with the closing of our initial public offering;

●	“public shares” are to Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

●

“public shareholders” are to the holders of our public shares, including our initial shareholders, management team or advisors, to the extent our initial shareholders, members of our management team and/or advisors purchase public shares, provided that each initial shareholder’s, member of our management team’s or advisors’ status as a “public shareholder” will only exist with respect to such public shares;

●	“Seaport” are to Seaport Global Securities LLC, a representative of the underwriters in our initial public offering;

●	“Share Rights” are to the rights to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination which were sold as part of the units in our initial public offering and the private placement;

●

“special resolution” are to a resolution of the company passed by at least a two-thirds (2/3) majority (or such higher approval threshold as specified in the company’s amended and restated memorandum and articles of association) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, 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); and

●	“sponsor” are to Cal Redwood sponsor LLC, Delaware limited liability company.

●	“underwriters” are, collectively, to Cohen and Seaport;

●	“we,” “us,” “our” or our “company” are to Cal Redwood Acquisition Corp., a Cayman Islands exempted company; and

●	“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

iii

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