TBMCHIGH SIGNALRISK10-K

TBMC underwent massive shareholder redemptions (2.05M shares redeemed at $11.70/share) and complete CEO turnover while suffering an $8.6M earnings swing and 85% asset decline.

This SPAC appears to be in severe distress with shareholders fleeing en masse, forcing liquidation of nearly half the trust account and creating a negative equity position of $15.9M. The complete management overhaul with Yosef Eichorn replacing Arie Rabinowitz as CEO, combined with extension of the business combination deadline to March 30, 2026, suggests the company is struggling to complete its acquisition mission and may be approaching liquidation.

Comparing 2026-03-10 vs 2025-03-25View on EDGAR →
FINANCIAL ANALYSIS

The financial picture is catastrophic - net income plummeted from $278K to negative $8.3M, total assets collapsed 85% from $27.7M to $4.3M primarily due to the $24M trust account redemption, and stockholders equity deteriorated to negative $15.9M. Current liabilities surged 177% to $14.2M while current assets fell 76% to just $213K, creating severe liquidity stress. This represents a company burning through capital with minimal assets remaining and mounting obligations, typical of a failing SPAC approaching its liquidation deadline.

FINANCIAL STATEMENT CHANGES
Net Income
P&L
-3085.7%
$278K-$8.3M

Net income declined 3085.7% — review whether driven by operations, interest costs, or non-recurring items.

Current Liabilities
Balance Sheet
+177.2%
$5.1M$14.2M

Current liabilities surged 177.2% — significant near-term obligations; verify ability to meet short-term debt.

Stockholders Equity
Balance Sheet
-162.1%
-$6.1M-$15.9M

Equity declined sharply — large losses, buybacks, or write-downs reducing book value significantly.

Total Liabilities
Balance Sheet
+126.1%
$7.2M$16.2M

Liabilities grew 126.1% — significant increase in debt or obligations, assess impact on financial flexibility.

Total Assets
Balance Sheet
-84.5%
$27.7M$4.3M

Total assets contracted 84.5% — asset sales, write-downs, or balance sheet optimization underway.

Current Assets
Balance Sheet
-76.4%
$902K$213K

Current assets declined 76.4% — monitor working capital adequacy and short-term liquidity.

Operating Cash Flow
Cash Flow
-63.7%
-$1.6M-$2.6M

Operating cash flow fell 63.7% — earnings quality concerns; investigate working capital changes and non-cash items.

Cash & Equivalents
Balance Sheet
+33.7%
$64K$85K

Cash position surged 33.7% — strong cash generation or capital raise providing significant financial cushion.

Operating Income
P&L
-11.8%
-$2.3M-$2.6M

Operating profitability softening — costs rising faster than revenue, watch for margin recovery plan.

LANGUAGE CHANGES
NEW — 2026-03-10
PRIOR — 2025-03-25
ADDED
As of March 6, 2026, there were 2,452,315 shares of Class A common stock, $0.0001 par value per share and 1 share of Class B common stock, $0.0001 par value per share, issued and outstanding.
Also on September 29, 2025, the stockholders approved a second amendment to the Company s investment management trust agreement, dated as of March 28, 2023, as amended, (the Trust Agreement ) by and between the Company and Continental Stock Transfer Trust Company, allowing the Company to extend the date by which the Company must consummate a business combination up to six (6) times, each such extension for an additional one (1) month period, until March 30, 2026.
In connection with the stockholders vote at such annual meeting, 2,046,800 shares were tendered for redemption.
On October 22, 2025, $23,950,427, or approximately $11.70 redemption price per share, was withdrawn from the Trust Account to pay the redeeming holders and the 2,046,800 shares of the Company s Class A common stock that were redeemed were cancelled.
Management Team Our management team is led by Yosef Eichorn, our Chief Executive Officer, Chief Development Officer and Director and Scott Burell, our Chief Financial Officer.
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REMOVED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
As of March 18, 2025, there were 4,499,115 shares of Class A common stock, $0.0001 par value and 1 share of Class B common stock, $0.0001 par value, issued and outstanding.
1 Management Team Our management team is led by Arie Rabinowitz, our Chief Executive Officer and Director, Scott Burell, our Chief Financial Officer, and Yosef Eichorn, our Chief Development Officer.
Rabinowitz is the founder of LHX Corp., a New York limited liability company and a family office service company for a single family ( LHX ).
The family s primary securities investment vehicle is Alpha Capital Anstalt.
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