10-K: Loan AI Corp. Files 2025 Annual Report

Loan Artificial Intelligence Corp. (LAAI) has filed its 2025 Form 10-K, detailing its ongoing efforts to identify and execute a business combination, with no revenue generated and continued operating losses.

Summary

• Loan Artificial Intelligence Corp. (LAAI) has filed its annual report for the fiscal year ended December 31, 2025.
• The company is a developmental stage entity focused on mergers and acquisitions, and has not yet implemented its business plan.
• LAAI generated no revenue in 2025 and reported an operating loss of $79,336.
• The company's auditor has expressed substantial doubt about its ability to continue as a going concern due to recurring losses and lack of revenue.
• In October 2025, LAAI announced an agreement to acquire Hong Technology Co., Limited, a Hong Kong-based technology company.
• The company underwent a name change to Loan Artificial Intelligence Corp. and a 1-for-800 reverse stock split, effective September 23, 2025.
• As of December 31, 2025, LAAI had 0 employees, with two officers and two directors.
• The company's disclosure controls and procedures were deemed not effective, and internal controls over financial reporting were also found to be not effective due to several material weaknesses.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as having a very negative sentiment due to the lack of revenue, ongoing losses, auditor's going concern warning, and significant internal control deficiencies, despite the announcement of a potential acquisition.

Positives

• Identified a potential acquisition target, Hong Technology Co., Limited, which integrates AI software and automated systems.
• Completed a name change to Loan Artificial Intelligence Corp. and a reverse stock split to potentially improve marketability.
• Appointed new officers, including a Chief Financial Officer, to strengthen the management team.
• The company's auditor's report indicates that the financial statements present fairly, in all material respects, the financial position and results of operations.

Negatives

• No revenue generated for the fiscal years ended December 31, 2025 and 2024.
• Reported a net loss of $79,336 for the year ended December 31, 2025, compared to a net loss of $52,675 for the prior year.
• The company's auditor has expressed substantial doubt about its ability to continue as a going concern.
• Disclosure controls and procedures were found to be not effective.
• Internal controls over financial reporting were found to be not effective due to material weaknesses, including lack of a functioning audit committee and inadequate segregation of duties.
• The company has a total stockholders' deficit of $189,706 as of December 31, 2025.
• The market for the company's common stock is limited to unsolicited quotations only, with no active market-making.

Risks

• The company has incurred operating losses and has no current source of revenue, with no assurance of future profitability.
• Capital resources may be insufficient to meet capital requirements, potentially leading to curtailment or cessation of business operations.
• The company's future success is highly dependent on management's ability to locate and attract suitable business opportunities, which is speculative.
• Becoming an SEC reporting company incurs increased costs that may adversely impact profitability and ability to continue as a going concern.
• The time and cost associated with identifying and entering into an acquisition or merger with an attractive target company may be high and have an adverse impact on success.
• A business merger may result in a change of control and management, potentially diluting existing stockholders' interests.
• The loss of services of key officers would have an adverse effect on the business.
• There is a limited public market for the company's securities, with trading restricted to unsolicited quotations.
• Officers, directors, and principal stockholders own a large percentage of the company's stock, giving other stockholders little influence.
• The company may issue more shares in an acquisition or merger, resulting in substantial dilution.
• The company does not anticipate paying any cash dividends in the foreseeable future.
• Operations in China are subject to complex and rapidly evolving laws and regulations, with potential for government intervention.
• Changes in political, business, economic, and trade relations between the United States and China may have a material adverse impact.
• Fluctuations in the value of RMB may result in foreign currency exchange losses.
• Difficulties may be encountered in effecting service of legal process or enforcing foreign judgments in China.
• U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of operations in China.
• The company may be classified as a PRC resident enterprise for tax purposes, leading to unfavorable tax consequences.
• The company has not experienced any material cybersecurity incidents but is subject to cybersecurity risks.

Future Outlook

The company expects to continue incurring moderate losses each quarter until a suitable business combination is effectuated. Its future success is highly dependent on its ability to raise capital to fund acquisitions and to locate and attract suitable business opportunities. The company anticipates that the review process for a potential business plan could take up to 90 days after a viable candidate is located.

Management Comments

• Management believes that the material weaknesses in internal controls (lack of functioning audit committee, inadequate segregation of duties, insufficient written policies, and ineffective period-end controls) can result in the company's determination to its financial statements for future years.
• Management is committed to improving its financial organization by appointing outside directors to the board and audit committee, and preparing and implementing sufficient written policies and checklists for accounting and financial reporting.
• Raymond Fu resigned as Chairman on December 1, 2025, and as CFO on January 19, 2026, but continues to serve as CEO and a Director.
• Bin Gao was appointed as CFO and a member of the Board of Directors on January 19, 2026.
• The company has not entered into any employment agreements with its officers and directors.

Industry Context

StockSavvy.ai notes that Loan Artificial Intelligence Corp. is operating in the highly competitive SPAC and M&A advisory space, aiming to acquire or merge with a technology company. The current market for such 'blank check' or shell companies is dynamic, with success heavily reliant on identifying a valuable target and executing a favorable transaction, a process fraught with significant risk and competition from larger, better-capitalized entities.

Comparison to Industry Standards

• The company's lack of revenue and operating losses are common for developmental stage companies seeking acquisitions, but its auditor's 'going concern' opinion highlights a significant risk compared to more established entities.
• The company's disclosure and internal control deficiencies are concerning and fall below the standards expected of publicly traded companies, particularly when compared to larger, more mature firms that typically have robust governance structures and independent audit committees.
• The limited market for LAAI's stock (unsolicited quotations only) is a significant deviation from industry standards where active market-making and readily available price discovery are expected for listed securities.

Management Changes

Corporate Governance

Legal Proceedings

• The company is currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition, or operating results.

Related Party Transactions

• Mr. Raymond Fu, Officer and Director, has advanced working capital to pay expenses of the Company. These advances are due on demand and non-interest bearing.
• As of December 31, 2025, the outstanding amount due to Mr. Fu was $140,136.
• Small Cap Compliance, LLC (SCC), formerly a controlling shareholder and custodian, also advanced working capital. These outstanding amounts were transferred to Mr. Raymond Fu upon the change of control on August 25, 2023.

Stakeholder Impact

• Shareholders: Potential for significant dilution from future stock issuances for acquisitions; limited ability to influence corporate matters due to concentrated ownership; high risk of investment loss due to going concern issues and illiquid stock.
• Employees: Currently 0 employees as of December 31, 2025; reliance on independent consultants for accounting and administrative matters.
• Creditors: The company has liabilities, including amounts due to related parties, and its ability to meet obligations is dependent on future financing.
• Management: Facing challenges in implementing business plan due to limited capital and experience in acquisitions; potential conflicts of interest due to concentrated ownership and related-party transactions.

Next Steps

• Negotiate definitive documentation for the acquisition of Hong Technology Co., Limited.
• Satisfy conditions required prior to closing the acquisition.
• Continue efforts to identify and evaluate potential business combination opportunities.
• Begin to fill out the management team and hire independent consultants as capital is raised.
• Adopt an insider trading policy by the end of 2025.
• Improve financial organization by appointing outside directors to the board and audit committee, and preparing written policies and procedures for accounting and financial reporting.

Key Dates

Recommendation

The company is in a highly speculative phase with no revenue and significant going concern risks. While the potential acquisition of Hong Technology Group offers a path forward, the execution risk is substantial. The stock is illiquid and subject to high volatility. A 'hold' recommendation reflects the speculative nature, awaiting concrete progress on the acquisition and improved financial stability, rather than a definitive buy or sell signal.

Keywords

Loan Artificial Intelligence Corp, 10-K, Annual Report, SEC Filing, Mergers and Acquisitions, Business Combination, Developmental Stage Company, Operating Loss, Going Concern, Hong Technology Co., Limited, Reverse Stock Split, AI, Technology