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Lake Superior Acquisition Corp

For the period ended Dec 31, 2025. Filed Feb 12, 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 Feb 12, 2026

LKSP$10.31-0.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ 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

Lake Superior Acquisition Corp.

(Exact name of registrant as specified in its charter)

British Virgin Islands001-42896N/A
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)
521 Fifth Avenue 17th FloorNew York, NY10175
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:+1646-886-8892

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-seventh of one rightLKSPUThe NASDAQ Stock Market LLC
Class A Ordinary Shares, no par valueLKSPThe NASDAQ Stock Market LLC
Rights, each whole right to acquire one Class A Ordinary ShareLKSPRThe NASDAQ Stock Market LLC

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, 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 Exchange Act). Yes☒ No ☐

The aggregate market value of the registrant’s Class A ordinary shares with no par value, outstanding, other than shares held by persons who may be deemed affiliates of the registrant, at June 30, 2025, was $0. The Registrant’s securities were not listed on any exchange and all of the Registrant’s outstanding ordinary shares were held by affiliates. The Registrant’s Class A ordinary shares commenced trading on the Nasdaq Stock Exchange on November 6, 2025.

As of February 12, 2026,11,860,000 Class A ordinary shares, including Class A ordinary shares underlying the units, and 3,833,333 Class B ordinary shares were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

PART I4
Item 1.BUSINESS4
Item 1A.RISK FACTORS17
Item 1B.UNRESOLVED STAFF COMMENTS61
Item 1C.CYBERSECURITY61
Item 2.PROPERTIES61
Item 3.LEGAL PROCEEDINGS61
Item 4.MINE SAFETY DISCLOSURES61
PART II62
Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES62
Item 6.[RESERVED]62
Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS62
Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK66
Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA66
Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE66
Item 9A.CONTROLS AND PROCEDURES67
Item 9B.OTHER INFORMATION67
Item 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS67
PART III68
Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE68
Item 11.EXECUTIVE COMPENSATION78
Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS78
Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE79
Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES82
PART IV83
Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES83

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (this “Annual Report”) may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. 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 statements in this Annual Report may include, for example, statements about:

·our ability to select an appropriate target business or businesses in the financial services industry or adjacent industries;
·our ability to complete our initial business combination in the financial services industry or adjacent industries;
·our expectations around the performance of the prospective target business or businesses in the financial services industry or adjacent industries;
·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, as a result of which they would then receive expense reimbursements;
·our potential ability to obtain additional financing to complete our initial business combination;
·our pool of prospective target businesses in the financial services industry or adjacent industries;
·the ability of our officers and directors to generate a number of potential acquisition opportunities;
·the changes in the marketplace for directors’ and officers’ liability insurance impacting the ease and expense for our negotiation and completion of an initial business combination;
·our public securities’ potential liquidity and trading;
·the lack of a market for our securities;
·our ability to consummate an initial business combination due to changes in laws or regulations, including changes imposing additional requirements on business combination transactions involving SPACs and private operating companies and the application of the 1% U.S. federal excise tax under the IR Act (as defined herein);
·the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
·the impact of the material weakness in our internal control over financial reporting and our ability to remediate the material weakness in a timely manner, or at all;
·the trust account not being subject to claims of third parties; or our financial performance.

The forward-looking statements contained in this Annual 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 in Section 1.A Risk Factors of this Annual Report. 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.

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