BUDA JUICE, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of December 31, 2025, the Company was a privately held limited liability company and was not yet subject to the requirements of Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Following the Company’s conversion to a Delaware corporation on January 1, 2026, and the completion of its initial public offering on January 9, 2026, the Company became subject to these requirements. 30 Table of Contents Management, including the Company’s Chief Executive Officer and Chief Financial Officer, has begun implementing the processes and controls necessary to design and evaluate disclosure controls and procedures appropriate for a public company. However, no evaluation of disclosure controls and procedures was required or performed as of December 31, 2025. Management’s Annual Report on Internal Control over Financial Reporting Because the Company was not an SEC registrant as of December 31, 2025, it was not required to, and did not, perform an assessment of the effectiveness of its internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act. Management will be required to provide its first management assessment on internal control over financial reporting for the year ending December 31, 2026. Attestation Report of the Registered Public Accounting Firm This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting because the Company qualifies as an emerging growth company under the JOBS Act and is exempt from such requirement. Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Subsequent to year-end, the Company undertook significant activities to prepare for operating as a public company, including implementing enhanced financial reporting processes, governance practices, and internal controls. These changes occurred after December 31, 2025 and therefore are not considered changes in internal control for the period covered by this report. Inherent Limitations on Effectiveness of Controls Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives will be achieved. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls may also be circumvented by the actions of individuals, by collusion, or by management override. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Changes in Disclosure Control Procedures Because the Company was not an SEC registrant as of December 31, 2025, it was not required to maintain or evaluate disclosure controls and procedures under Rules 13a-15 or 15d-15 of the Securities Exchange Act of 1934. Accordingly, there were no changes in disclosure controls and procedures during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s disclosure controls and procedures. Following our conversion to a Delaware corporation on January 1, 2026, and the completion of our initial public offering on January 9, 2026, the Company began implementing enhanced disclosure controls and procedures appropriate for a public company. Because these activities occurred after December 31, 2025, they are not considered changes to disclosure controls and procedures for the period covered by this Annual Report on Form 10-K. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. None. 31 Table of Contents PART III The information required by Items 10 through 14 of Part III of this Annual Report on Form 10-K is set forth below. Item 10. Directors, Executive Officers and Corporate Governance. Information about our Executive Officers The following table discloses information concerning our executive officers and directors. Name Age Position Horatio Lonsdale-Hands 70 Co-Founder, Chief Executive Officer, and Director Clint Bowers 44 Chief Financial Officer Karina Farquharson 47 Vice President, Marketing & Data Analytics Bryan Herr 65 Director, Executive Chairman Bernard Lucien Nussbaumer 73 Director Don Short 72 Director Doug Burris 53 Director Marie Quintana 69 Director Mo Hayat 51 Director Horatio Lonsdale-Hands, Co-Founder, and Chief Executive Officer Horatio Lonsdale-Hands combines over 40 years of experience in the food and beverage, telecommunications, and hospitality industries in senior management. Previously, he had been involved in multiple companies in the food and hospitality industries, holding positions including Chairman and Chief Executive Officer, President and board member. From 2000 to 2013, he was Co-Founder and President of Advance Global Communications, Inc., (AGC) a company involved in international telecommunications and an early adopter of voice over IP (VoIP) technology from 1989 through 1998, Lonsdale-Hands was Co-Founder, Chairman and Chief Executive Officer of ZuZu, Inc., a fast-casual restaurant chain and is credited with coining the term “Fast Casual. From 1982 to 1988, he was Co-Founder and President of Nipper’s Champagne Clubs, a hospitality company that focused on upscale entertainment venues with locations in Montecito and Beverly Hills, California. Chairman and Chief Executive Officer Lonsdale-Hands has served on the Boards or Executive Committee of Arby’s Inc., Advance Global Communication, ZuZu, Inc., and the Rodeo Drive Committee. He was educated at Harrow School in the UK. He is certified in HACCP and food safety. Clint Bowers, Chief Financial Officer Clint Bowers combines over 20 years of experience in corporate finance, accounting, and strategic advisory in senior management. Previously, he had been involved in multiple companies in the finance and beverage industries, holding positions including Vice President, Corporate Controller, Director of Finance, Director of Treasury, and Founder. From 2013 through 2014, Chief Financial Officer, Clint Bowers was the Vice President and Corporate Controller for Borden Dairy Company, a $2 billion beverage company. From 2009 to 2012, he was Assistant Corporate Controller, Director of Finance and Director of Treasury for Borden Dairy Company, where he held various key financial leadership roles. In 2015, he founded and is CEO of Smart Business Concepts, a Dallas-based accounting and advisory firm that focused on providing outsourced CFO, controller, and accounting services to growth-stage businesses nationwide. Clint Bowers has also previously been a Board Member and President of a local non-profit private school in Dallas, Texas. He holds a bachelor’s degree in accounting and finance from Texas A&M University’s Mays Business School and is a Certified Public Accountant (CPA). 32 Table of Contents Karina Farquharson, Vice President, Marketing & Data Analytics Karina Farquharson combines over 20 years of experience in marketing, data analytics, and strategic planning in senior management. She has been involved in multiple companies in the retail and financial services industries, holding positions including Senior Merchandise Planner, Marketing Analyst and Business Analyst. From 2005 to 2013, Farquharson held several analyst positions including Senior Merchandise Planner and Online Merchandise Planner for Neiman Marcus, a luxury retail company, where she led strategic planning and performance analysis for key product categories. From 2002 to 2004, she was a Marketing and Business Analyst for Capital One, a financial services company focused on customer insights and campaign optimization. She holds a master’s degree in Integrated Marketing Communications (IMC) from the Medill School at Northwestern University and a Graduate Certificate in Marketing from the Cox School of Business at Southern Methodist University. She earned her Bachelor of Arts degree in Economics and the Honors Program in Mathematical Methods in the Social Sciences at Northwestern University, graduating magna cum laude with departmental honors. Bryan Herr, Executive Chairman Bryan Herr combines over 40 years of experience in the food and beverage industry in senior management. Previously, he is a pioneer in the value-added produce and fresh food sectors, holding positions including Co-Founder and Chief Executive Officer of Country Fresh, investor, advisor, and board member. From 1988 through 2017, Herr was the Co-Founder and Chief Executive Officer of Country Fresh, Inc., a leading producer and distributor of freshly cut fruits and vegetables. Under his leadership, the company expanded to 9 processing plants nationwide and supplied major retailers such as Walmart, Kroger, and Publix. In 2017, Bryan Herr sold Country Fresh and then bought the company back in 2021. Byan Herr is also currently a director of Buda Juice. He is also actively involved as an investor and advisor to Buda Juice, in addition to being an advisor, investor and board member across multiple businesses and engaged in a range of philanthropic endeavors. Bernard Lucien Nussbaumer Bernard Lucien Nussbaumer is a Co-Founder of Buda Juice and combines over 30 years of experience in media and business ventures in senior management, following a career as an entrepreneur and producer. Previously, he had been involved in multiple companies in the media, production, and environmental sectors, holding positions including Co-Founder, Producer, and board member. He is Co-Founder of Plan T, a non-profit environmental organization focused on sustainability and reforestation initiatives. Donald Short Donald Short combines over 30 years of experience in the global beverage industry in senior management. Previously, he had been involved in multiple divisions of The Coca-Cola Company, holding positions including Worldwide Chief Executive Officer and President. From 2002 through 2006, Short was the Worldwide Chief Executive Officer and President of Minute Maid, an $8 billion division of The Coca-Cola Company. From 1997 to 2000, he was CEO and President of The Coca-Cola Company India, overseeing strategic and operational initiatives in one of the company’s fastest-growing markets. From 2000 to 2002, he was CEO and President of The Coca-Cola Company Middle East and Africa, a division focused on international expansion and market development across emerging economies. Donald Short is also currently a director of Boomerang Pies, Theater Aspen, Nasher Sculpture Center and Founder and CEO of The New Artisan Distillery. He has an undergraduate degree from University of North Carolina at Pembroke. Doug Burris Doug Burris combines over 37 years of experience in the food and grocery retail industry in senior management. Previously, he had been involved in multiple companies in the fresh food and retail sectors, holding positions including Chief Executive Officer, Senior Executive, and board member. 33 Table of Contents From 2021 through current, Burris is the Chief Executive Officer of Country Fresh, Inc., one of the largest producers and distributors of freshly cut fruits and vegetables in the United States, operating 9 processing plants nationwide and serving major national retailers including Walmart, Kroger, and Publix. From 1988 to 2001, he held senior management positions at H-E-B, a leading grocery retailer, where he gained extensive experience in retail operations and supply chain management. Doug Burris is also currently CEO and Board director of CMM, J.Skinner Baking & Country Fresh. He has an undergraduate degree from Texas A&M and holds any MBA from Texas A&M. Marie Quintana Marie Quintana combines over 30 years of experience in corporate leadership across healthcare, consumer goods, technology, and retail industries. Previously, she had been involved in multiple Fortune 500 companies, holding positions including Senior Executive, Board Member, and Strategic Advisor. From 2018 through 2022, Director Quintana was Chief Marketing Officer and Executive Vice President of Communications at Tenet Healthcare and co-chaired the Environmental, Social, and Governance Board Committee. From 2005-2012 at PepsiCo was Senior Vice President of Multicultural Sales and Marketing, from 2003-2005, she was Vice President of Global IT Strategy and from 1998 to 2003 was Vice President of Technology. From 1996 to 1998 was an executive at Perot Systems doing special projects for Ross Perot, Sr. Marie Quintana currently serves or has served on the board of The Governing Board of Directors of the Detroit Medical Center, Board Director of Fetch Rewards, Board Director of Network for Executive Women, Board Director of Catholic Charities of Dallas and President of The Tenet Healthcare Foundation. She has been nationally recognized among the Top 50 Hispanic Women in Business by Hispanic Business Magazine, one of the Top 50 Women in Grocery by Progressive Grocer, and a Top 5 Latina Executive by Latina Style Magazine. In 2022, she received the Latino Leaders Maestro Award for Professional Achievement. She has an undergraduate degree from Louisiana State University and a has a master’s from Tulane University. Mohammad “Mo” Hayat Mo Hayat has served as the Head of Corporate Development and Chief Legal Officer of MDB Capital Holdings, LLC since May 2024, Chief of Entrepreneurship & Operations of MDB Capital Holdings, LLC since its inception on August 10, 2021 to May 2024, and as a director of MDB Capital Holdings, LLC since January 14, 2022. Mr. Hayat has also served as director of Paulex Bio, Inc. since May 2025. Mr. Hayat served as the Chairman and Chief Executive Officer of eXoZymes, Inc. (formerly known as Invizyne Technologies Inc.) since its inception in April 2019, and, effective as of August 2022, transitioned to the role of Executive Chairman, Interim Chief Executive Officer, and President, and then in February 2024, transitioned to the role of Executive Chairman, and President of eXoZymes, Inc until February 2025. Mr. Hayat founded and has operated Mora Partners Inc., a consulting and investment firm since September 2006. Notable prior experiences for Mr. Hayat include serving as an Associate at Latham and Watkins from 2001 to 2006, as Partner at Raines Law Group from 2006 to 2009, as EVP of Business Development at Fulham Company Ltd from 2009 to 2015, and as Associate General Counsel Corporate, M&A, and Venture Capital at Hewlett Packard Enterprise from 2015 to 2017. Mr. Hayat also served on the board of directors of Fulham Company Ltd. from January 2019 to August 2022. Mr. Hayat received his Juris Doctorate in 2001 from UC Berkeley School of Law and a Bachelor of Science in Biological Chemistry in 1997 from Pepperdine University. Family Relationships Karina Farquharson, Vice President of Marketing, is wife of the CEO, Horatio Lonsdale-Hands. Involvement in Certain Legal Proceedings None of our directors, executive officers, significant employees or control persons has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years. 34 Table of Contents Code of Business Conduct and Ethics We have adopted a code of business conduct and ethics that applies to all of our directors and officers and other employees, including our principal executive officer and principal financial officer. This code is publicly available through the Governance section of our website at https://ir.mamascreations.com. To the extent permissible under the applicable law, the rules of the SEC or Nasdaq listing standards, we intend to post on our website any amendment to the code of business conduct and ethics, or any grant of a waiver from a provision of the code of business conduct and ethics, that requires disclosure under the applicable law, the rules of the SEC or Nasdaq listing standards. Insider Trading Policy We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of the Company’s Trading Policy has been filed as Exhibit 19.1 to this Annual Report on Form 10-K. Board of Directors and Board Committees Our board of directors consists of seven directors, four of whom are independent as such term is defined by the NYSE American. We have determined that Doug Burris, Don Short, Marie Quintana, and Mo Hayat satisfy the “independence” requirement under Rule 303A of the NYSE American Rules. Board Committees We have established three committees under the board of directors: an audit committee, a compensation committee and a nomination and corporate governance committee, and adopted a charter for each of the three committees. Copies of our committee charters are posted on our corporate investor relations website. Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Mo Hayat, Don Short, Doug Burris and Marie Quintana. Mo Hayat is the chair of our audit committee. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee’s responsibilities include: ● appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; ● overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; ● reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures; ● coordinating our board of directors’ oversight of our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics; ● discussing our risk management policies; ● meeting independently with our internal auditing staff, if any, registered public accounting firm and management; ● reviewing and discussing with management our compliance with the FCPA; ● reviewing and approving or ratifying any related person transactions; and ● preparing the audit committee report required by the United States Securities and Exchange Commission (“SEC”) rules. 35 Table of Contents Compensation Committee. Our compensation committee consists of Mo Hayat, Don Short, Doug Burris and Marie Quintana. Mo Hayat is the chair of our compensation committee. The compensation committee’s responsibilities include: ● reviewing and approving, or recommending for approval by the board of directors, the compensation of our Chief Executive Officer and our other executive officers; ● overseeing and administering our cash and equity incentive plans; ● reviewing and making recommendations to our board of directors with respect to director compensation; ● reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and ● preparing the annual compensation committee report required by SEC rules, to the extent required. Nominating and Corporate Governance Committee. Our compensation committee consists of Doug Burris and Mo Hayat. Doug Burris is the chair of our nominating and corporate governance committee. The nominating and corporate governance committee’s responsibilities include: ● identifying individuals qualified to become board members; ● recommending to our board of directors the persons to be nominated for election as directors and to each board committee; ● developing and recommending to our board of directors’ corporate governance guidelines, and reviewing and recommending to our board of directors proposed changes to our corporate governance guidelines from time to time; and ● overseeing a periodic evaluation of our board of directors. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the year ended December 31, 2025. Item 11. Executive Compensation This section describes the compensation of our named executive officers and directors for the year ended December 31, 2025. No reference to prior years is required. Stock Option All Other Salary Bonus Awards Awards Compensation Total Name and Principal Position Year ($) ($) ($) ($) ($) ($) Horatio Lonsdale-Hands, CEO 2025 334,594 - - - - 334,594 Clint Bowers, CFO 2025 31,385 - - - - 31,385 Karina Lonsdale-Hands, VP Marketing 2025 60,000 - - - - 60,000 36 Table of Contents Incentive Award Plans The Company has adopted the 2025 Incentive Award Plan (the “2025 Plan”) which permits the granting of a variety of equity-based and cash-based awards to eligible employees, directors, and consultants, with the goal of attracting, motivating, and retaining individuals who will contribute to our long-term success as a public company. Director Compensation The Company had adopted the 2025 Plan which compensates its non-employee directors with equity awards. Each independent director was granted equity awards under the 2025 plan equal to 0.5% of the Company’s total issued and outstanding equity. In addition, directors who serve as a committee chair received an additional 0.1% of the Company’s total issued and outstanding equity for each committee chaired, and the lead independent director received 0.1% of the Company’s total outstanding equity. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our common stock as of March 26, 2026, by (i) each person known to us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all of our directors and executive officers as a group. The number of shares of Common Stock beneficially owned by each stockholder is determined in accordance with the rules issued by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them, subject to any community property laws. Percentage ownership of our Common Stock is based on 12,566,666 shares of Common Stock outstanding as of March 26, 2026. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Common Stock subject to options, restricted units, warrants, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of March 26, 2026 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. To calculate a stockholder’s percentage of beneficial ownership of Common Stock, we must include in the numerator and denominator those shares of Common Stock, as well as those shares of Common Stock underlying options, warrants and convertible securities, that such stockholder is considered to beneficially own. Shares of Common Stock, and Common Stock underlying options, warrants and convertible securities, held by other stockholders, however, are disregarded in this calculation. Therefore, the denominator used in calculating the beneficial ownership of each of the stockholders may be different. Name of Beneficial Owner (1) Shares % 5% Stockholders: 2469447 Ontario Ltd. 769,418 5.47 % Executive Officers and Directors: Horatio Lonsdale-Hands 2,249,417 15.98 % Bryan Herr 2,644,466 18.79 % Bernard Lucien Nussbaumer 2,904,860 20.64 % Karina Lonsdale-Hands 47,125 0.33 % Marie Quintana 110,122 0.78 % Doug Burris 298,861 2.12 % Mo Hayat 87,967 0.62 % Clint Bowers 113,100 0.80 % Don Short 76,789 0.55 % All directors and executive officers as a group 9,302,125 66.08 % 37 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence. Currently we do not have any related party transactions required to be disclosed other than the credit facility which is supported by personal guarantees from Horatio Lonsdale-Hands, Bryan Herr, and Bernard Nussbaumer, as described below:. On July 8, 2016, the Company entered into a financing agreement with Zions Bancorporation, N.A., doing business as Amegy Bank (“Amegy”), for a revolving line of credit. The original facility provided up to $2,010,000 in borrowings and had an 8-year term, maturing on July 8, 2024. On July 20, 2024, the agreement was amended to increase the borrowing capacity from $2,000,000 to $3,000,000 and extend the availability to July 8, 2025. On July 9, 2025, availability was extended to July 8, 2026. Interest on borrowings is variable, based on the Prime Rate as published in The Wall Street Journal, and was 8.5% per annum as of the amendment date. The Company repaid the full outstanding balance of the facility on October 4, 2024. As of December 31, 2025, there were no outstanding borrowings, and the full $3,000,000 remained available under the line of credit. The facility is supported by personal guarantees from the three members of the Company’s Board of Directors, Bryan Herr, Bernard Lucien Nussbaumer, and Horatio Lonsdale-Hands. These guarantees were reaffirmed as part of the July 20, 2025 amendment. Item 14. Principal Accountant Fees and Services. The following table sets forth the aggregate fees billed to the Company for professional services rendered by RBSM, LLP for the fiscal years ended December 31, 2025 and 2024. The Audit Committee did not have a formal pre-approval policy; however, all audit and non-audit services were approved by the Board of Directors prior to engagement. 2025 2024 Audit fees $ 171,844 $ - Audit-related fees $ - $ - Tax fees $ - $ - All other fees $ 52,500 $ - Total $ 224,344 $ - 38 Table of Contents PART IV Item 15. Exhibits, Financial Statements Schedules (a) Financial Statements and Financial Statement Schedules 1. Financial Statements are listed in the Index to Financial Statements on page F-1 of this Annual Report on Form 10-K. 2. Other schedules are omitted because they are not applicable, not required, or because required information is included in the Financial Statements or notes thereto. (b) Exhibits Exhibit Number Description of Exhibit 3.1 Certificate of Incorporation, dated January 2, 2026 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2026) 3.2 Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2026) 4.1* Description of the Company’s Securities 4.2 Form of Underwriter’s Warrants (included in the Form of Underwriting Agreement) (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2026) 10.1 Buda Juice, Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2026) 10.3 Commercial Lease Agreement, dated February 7, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2026) 10.4 First Amendment to Commercial Lease Agreement, dated February 2, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2026) 14.1 Code of Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2026) 19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2026) 31.1* Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Executive Compensation Clawback Policy (incorporated by reference to Exhibit 99.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 6, 2026) 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) * Filed or furnished herewith. †Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted because they are both not material and is the type that the Registrant treats as private or confidential. The Registrant hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit. ITEM 16. FORM 10-K SUMMARY None. 39 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 26, 2026 BUDA JUICE, INC. By: /s/ Horatio Lonsdale-Hands Horatio Lonsdale-Hands Chief Executive Officer and Director Date: March 26, 2026 BUDA JUICE, INC. By: /s/ Clint Bowers Clint Bowers Chief Financial Officer Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity Date /s/ Horatio Lonsdale- Hands Chief Executive Officer and Director March 26, 2026 Horatio Lonsdale-Hands (Principal Executive Officer) /s/ Clint Bowers Chief Financial Officer March 26, 2026 Clint Bowers (Principal Financial and Accounting Officer) /s/ Bryan Herr Director March 26, 2026 Bryan Herr /s/ Bernard Lucien Nussbaumer Director March 26, 2026 Bernard Lucien Nussbaumer /s/ Don Short Director March 26, 2026 Don Short /s/ Doug Burris Director March 26, 2026 Doug Burris /s/ Marie Quintana Director March 26, 2026 Marie Quintana /s/ Mo Hayat Director March 26, 2026 Mo Hayat 40 Table of Contents INDEX TO FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 587 ) F-2 BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024 F-3 STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 F-4 STATEMENTS OF MEMBERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 F-5 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 F-6 NOTES TO FINANCIAL STATEMENTS F-7 F- 1 Table of Contents New York Office: 805 Third Avenue New York, NY 10022 212.838-5100 www.rbsmllp.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders’ and Board of Directors of Buda Juice, Inc. (formerly, Buda Juice LLC) Opinion on the Financial Statements We have audited the accompanying balance sheets of Buda Juice LLC (collectively, the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in members’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ RBSM LLP We have served as the Company’s auditor since 2025. New York, NY March 26, 2026 F- 2 Table of Contents Buda Juice LLC Balance Sheets As of December 31, 2025 and December 31, 2024 (Amounts in Thousands) As of December 31, 2025 As of December 31, 2024 ASSETS Current assets Cash $ 1,840 $ 1,887 Accounts receivable 386 395 Inventory 348 374 Prepaid expenses and other current assets 645 41 Total current assets 3,219 2,697 Property and equipment, net of accumulated depreciation of $ 2,096 and $ 1,850 , respectively 976 969 Operating lease right-of-use asset 775 65 Total assets $ 4,970 $ 3,731 LIABILITIES AND MEMBERS’ EQUITY Current liabilities: Accounts payable $ 289 $ 449 Other current liabilities 161 58 Operating lease liability, current portion 135 68 Total current liabilities 585 575 Operating lease liability, net of current portion 647 - Total liabilities 1,232 575 Members’ equity Members’ equity 2,554 5,505 Accumulated income (deficit) 1,184 ( 2,349 ) Total equity 3,738 3,156 Total liabilities and members’ equity $ 4,970 $ 3,731 See accompanying note to the financial statements F- 3 Table of Contents Buda Juice LLC Statements of Operations For the years Ended December 31, 2025 and 2024 (Amounts in Thousands) Years Ended December 31, 2025 2024 Net sales $ 12,609 $ 11,274 Cost of goods sold 6,980 6,065 Gross profit 5,629 5,209 Operating expenses: Delivery and handling expense 509 501 Selling, general and administrative expense 1,671 1,297 Total operating expenses 2,180 1,798 Income from operations 3,449 3,411 Other income 29 252 Interest income (expense), net 55 ( 89 ) Net income $ 3,533 $ 3,574 Proforma earnings per common share [1] Basic [1] $ 0.28 $ 0.28 Diluted [1] $ 0.20 $ 0.20 Proforma weighted average shares outstanding Basic 10,000 10,000 Diluted 14,000 14,000 [1] Adjusted for proforma effect of federal corporate tax rate of twenty-one percent to reflect conversion from LLC to Inc. See accompanying note to the financial statements F- 4 Table of Contents Buda Juice LLC Statements of Changes in Members’ Equity For the Years Ended December 31, 2025 and 2024 (Amounts in Thousands) Members’ Equity Accumulated Income / (Deficit) Total Members’ Equity BALANCE – January 1, 2024 $ 6,324 $ ( 5,923 ) $ 401 Net income - 3,574 3,574 Distributions ( 819 ) - ( 819 ) BALANCE – December 31, 2024 5,505 ( 2,349 ) 3,156 Balance 5,505 ( 2,349 ) 3,156 Net income - 3,533 3,533 Distributions ( 2,951 ) - ( 2,951 ) BALANCE – December 31, 2025 $ 2,554 $ 1,184 $ 3,738 Balance $ 2,554 $ 1,184 $ 3,738 See accompanying note to the financial statements F- 5 Table of Contents Buda Juice LLC Statements of Cash Flows For the Years Ended December 31, 2025 and 2024 (Amounts in Thousands) December 31, 2025 December 31, 2024 Cash flows from operating activities Net income $ 3,533 $ 3,574 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 239 274 Amortization of right to use asset 123 108 Changes in assets and liabilities: Accounts receivable 8 ( 28 ) Inventory 26 34 Prepaid expenses and other current assets ( 605 ) ( 46 ) Accounts payable and other current liabilities ( 54 ) 171 Payments on operating lease obligations ( 120 ) ( 113 ) Net cash provided by operating activities 3,150 3,974 Cash flows from investing activities Capital spending of property and equipment ( 246 ) ( 684 ) Net cash used for investing activities ( 246 ) ( 684 ) Cash flows from financing activities Net payments of line of credit - ( 2,010 ) Cash distributed to owners ( 2,951 ) ( 819 ) Net cash used for financing activities ( 2,951 ) ( 2,829 ) Net change in cash and cash equivalents ( 47 ) 461 Cash and cash equivalents at beginning of year 1,887 1,426 Cash and cash equivalents at end of year $ 1,840 $ 1,887 Supplemental disclosures of cash flow information: Cash paid for interest $ - $ 89 See accompanying note to the financial statements F- 6 Table of Contents BUDA JUICE LLC NOTES TO THE FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Buda Juice LLC (the Company) was founded in Dallas, Texas in October 2013. The Company operates in a highly competitive beverage industry, focused on fresh, cold-crafted juice production for business-to-business (B2B) distribution. The Company mostly utilizes third-party delivery systems and serves primarily large, national chain grocery stores. The Company was organized as a Texas limited liability company and, through December 31, 2025, was treated as a partnership for U.S. federal and certain state income tax purposes. Accordingly, the Company was not subject to U.S. federal income taxes during the periods presented, and no provision for income taxes has been recorded in the accompanying financial statements. Income or loss was includable in the tax returns of the Company’s members based upon their respective ownership interests. On January 1, 2026, the Company completed a statutory conversion from a Texas limited liability company into a Delaware corporation, Buda Juice, Inc., and elected to be taxed as a C corporation for U.S. federal income tax purposes. On January 8, 2026, Buda Juice, Inc. completed its initial public offering (“IPO”) and began trading on the NYSE American under the ticker “BUDA”. The accompanying financial statements do not reflect the effects of the conversion or the IPO, which are described in Note 15 – Subsequent Events. For additional information see Note 15 – Subsequent Events 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Financial Statements Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the US (GAAP). Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions that may affect the reported amounts of assets, liabilities, revenues, and expenses, as well as related disclosures. However, for the periods presented, the financial statements do not include any estimates considered to be significant to the overall presentation, with exceptions including concentration of credit risk, useful life estimates for depreciation and inventory, assessing the collectability of accounts receivable and the estimate of the fair value of the lease liability and related right of use assets. Cash and Cash Equivalents Cash and cash equivalents include all short-term, highly liquid instruments with original maturities of three months or less at the time of purchase. Our cash accounts are maintained at various high-credit-quality financial institutions and may exceed federally insured limits. We have not experienced any losses in such accounts. As of December 31, 2025 and December 31, 2024, the Company did not hold any cash equivalents or investments classified as cash equivalents. Cash includes funds held in demand deposit accounts. Concentration of Credit Risk The Company maintains its cash balances with high-credit-quality financial institutions. As of December 31, 2025 and 2024, certain cash balances exceeded the Federal Deposit Insurance Corporation (FDIC) insured limits of $ 1,794 and $ 1,387 , respectively. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk with respect to its cash balances. F- 7 Table of Contents Fair Value Measurements We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in our financial statements. We categorize assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. The three levels of the hierarchy are defined as follows: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are both unobservable and significant to the overall fair value measurements reflecting an entity’s estimates of assumptions that market participants would use in pricing the asset or liability. Our balance sheets include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, for which the carrying amounts approximate fair value due to their short-term maturity. As of the reporting date, the Company did not have any financial instruments measured at fair value on a recurring basis or any variable-rate credit facilities. Segment Information The Company operates as a single 1 reportable segment under ASC 280, Segment Reporting. The Company’s chief operating decision maker (CODM) is the Board of Directors (BOD), which includes the chief executive officer and executive chairman of the BOD. The CODM reviews financial information on a basis for purposes of allocating resources and evaluating financial performance. The Company derives revenues primarily from its product line of cold-crafted citrus-based beverages, which are mostly sold directly to large grocery chains via third party delivery services. Factors Used to Identify Reportable Segments The Company has one reportable segment, as business activities are managed on a basis. Revenues are derived exclusively in the United States, specifically in Texas. Measurement of Segment Profit or Loss The accounting policies of the segment are consistent with those described in Note 2 (Summary of Significant Accounting Policies). The CODM assesses performance and allocates resources based on net income, which is the same as net income reported in the statements of operations. The CODM uses net income to evaluate return on assets, decide on reinvestments or dividends, monitor budget versus actual results, and benchmark against competitors. This measure also informs management compensation decisions. The Company does not have intra-entity sales or transfers. F- 8 Table of Contents Segment Financial Information The following table presents information about reported segment revenue, significant segment expenses, and profit or loss for the years ended December 31, 2025 and 2024: SCHEDULE OF REPORTED SEGMENT REVENUE, SIGNIFICANT SEGMENT EXPENSES, AND PROFIT OR LOSS December 31, 2025 December 31, 2024 (in thousands) Revenue $ 12,609 $ 11,274 Significant Expenses: Cost of goods sold 6,980 6,065 Delivery and handling 509 501 Salaries and employee benefits 539 318 Depreciation expense 239 274 Repair and maintenance 105 106 Lease expense 254 172 Rent and utilities 86 135 Professional fees 139 95 Marketing 63 50 Other expense / (income) 162 ( 16 ) Net income (segment profit) $ 3,533 $ 3,574 The segment’s net income reconciles directly to the Company’s net income, with no adjustments required. Segment assets are measured as total assets, which were $ 4,970 as of December 31, 2025, and $ 3,731 as of December 31, 2024 (in thousands). Entity-Wide Disclosures Revenues by Product or Service Although the Company operates in one segment, revenues from external customers are disaggregated by major product lines as follows: SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS Revenue Source December 31, 2025 December 31, 2024 (in thousands) Branded $ 7,024 $ 7,720 Private Label/Other 5,585 3,553 Total Revenue $ 12,609 $ 11,274 Geographic Information Revenues are attributed to geographic areas based on customer location. Long-lived assets are attributed based on physical location. All revenues and assets as are derived in the United States, specifically Texas, and are presented as such in the statements of operations and balance sheets. Major Customers Revenues from one customer represented approximately $ 12,179 ( 97 % of total revenues) in 2025 and $ 10,679 ( 95 % of total revenues) in 2024 (in thousands). No other customer accounted for 10% or more of total revenues. Accounts Receivable Accounts receivable consists solely of outstanding balances from product sales. Management evaluates the collectability of receivables based on known collection risks and the financial condition of customers. As of December 31, 2025 and 2024, no allowance for credit losses was recorded, as all balances were considered fully collectible. F- 9 Table of Contents Inventory Inventory consists of raw materials, packaging materials, and finished goods. Inventory is stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out (FIFO) method. The Company does not maintain inventory allowances, as product returns are rare and immaterial. No material reductions for excess or obsolete inventory were considered necessary as of December 31, 2025 and 2024. Property and Equipment Property and equipment, net are stated at historical cost less accumulated depreciation. Expenditures for maintenance, repairs, and routine replacements are charged to expense as incurred. Expenditures for major repairs and improvements that extend the useful lives of property and equipment are capitalized. When property or equipment is sold or otherwise disposed of, the asset and related accumulated depreciation are removed from the balance sheet and any gain or loss is included in income (loss) from operations in the accompanying statements of operations. Depreciation is computed on a straight-line basis over the following useful lives: SCHEDULE OF USEFUL LIVES OF PROPERTY AND EQUIPMENT Property and Equipment Type Years of Depreciation Furniture and equipment 3 - 7 Leasehold improvements 5 - 15 Vehicles 3 - 7 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2025 and 2024, the Company determined there were no indicators of impairment of its property and equipment. For the years ended December 31, 2025 and 2024, research and development costs were expensed as incurred and were immaterial to the financial statements. Accounts Payable Accounts payable represent obligations to vendors for goods and services received prior to the end of the reporting period and are recorded at the invoiced amount. These liabilities are typically settled within the normal course of business and do not bear interest. The Company recognizes accounts payable when the related goods or services are received, regardless of whether the invoice has been received. Line of Credit The Company records borrowings under its line of credit as a liability when drawn upon. Interest is recognized as incurred based on the stated interest rate and terms of the agreement. Fees associated with establishing the line of credit are deferred and amortized over the term of the agreement as interest expense. Amounts available under the line of credit are based on the terms set forth in the agreement and may be subject to certain financial covenants and borrowing base limitations. Leases We lease our primary operations facility; includes production, distribution and administrative functions under non-cancellable lease agreements that expire on July 31, 2030 . We recognize a right-of-use asset and lease liability for each lease with a contractual term of greater than 12 months at lease inception and have elected not to recognize leases with terms of 12 months or less. F- 10 Table of Contents We calculate right-of-use assets and lease liabilities based on the present value of the fixed minimum lease payments, including any estimated lease incentives, at lease commencement using an estimated incremental borrowing rate corresponding to the lease term and applied on a portfolio basis. We’ve elected not to separate lease and non-lease components on real estate leases. Lease classification is determined as operating or finance at lease commencement, and expense recognition occurs over the lease term from the date we take possession of the property. For operating leases, expense is recognized on a straight-line basis. We record lease expense in our selling, general and administrative expenses. Variable lease costs are expensed as incurred and recognized in selling, general and administrative expenses. For additional information, see Note 8 — Leases to the financial statements. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The assessment of recoverability of property and equipment and finite-lived intangible assets is performed at the component level, which is generally an individual shop, and requires judgment and an estimate of future undiscounted shop-generated cash flows. Estimates of fair values are based on the best information available and require the use of estimates, judgments, and projections. We test for recoverability by comparing the carrying value of the asset to the undiscounted cash flows. If the carrying value is not recoverable, we would recognize an impairment loss if the carrying value of the asset exceeds the fair value. The Company’s long-lived assets primarily consist of leasehold improvements and equipment, which are used in current operations. Management did not identify any events or circumstances indicating impairment during the fiscal year ended December 31, 2025. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (“ASC 606”). Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon delivery and customer acceptance. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfilment activity rather than a promised service to the customer. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, with rare exception, and except for damaged products when the damage occurred pre-fulfilment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Because of the stand-alone nature of the Company’s products, the limited variability in consideration, and the consistent satisfaction of performance obligations at a single point in time, there are no contract asset or liability balances recorded as of December 31, 2025 or 2024. The Company evaluates its revenue recognition policies quarterly to ensure continued compliance with ASC 606. Cost of Goods Sold Cost of goods sold is comprised of the costs of raw materials and packaging utilized in the manufacture of products, co-packing fees, repacking fees, in-bound freight charges, as well as certain internal transfer costs. Additionally, cost of goods sold includes direct production costs in excess of charges allocated to finished goods in production. Charges for labor and overhead allocated to finished goods are determined on a market cost basis, which may be lower than the actual costs incurred. Plant costs in excess of production allocations are expensed in the period incurred rather than added to the cost of finished goods produced. Expenses not related to the production of our products are classified as operating expenses. F- 11 Table of Contents Delivery and Handling Expense Shipping and handling costs are comprised of purchasing and receiving, inspection, warehousing, transfer freight, and other costs associated with product distribution after manufacture and are included as part of operating expenses. Members’ Equity As a limited liability company (LLC), the Company does not issue capital stock. Ownership interests are represented by membership interests as defined in the Company’s operating agreement. Profits and losses are allocated to members in accordance with the terms of the operating agreement. Distributions to members are made at the discretion of the Company and in accordance with the operating agreement. Members’ equity is presented in the accompanying financial statements as a single equity section, and no distinction is made between capital contributions and accumulated earnings unless otherwise required by the operating agreement or applicable law. There were no publicly traded equity instruments outstanding during the periods presented. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. This standard became effective for the Company on January 1, 2024. In accordance with the guidance, the Company has implemented disaggregated operating expense disclosures within the notes to the financial statements. The adoption of ASU 2023-07 did not have a material impact on the Company’s results of operations, financial position, or cash flows. In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. We are currently evaluating the provisions of this guidance and assessing the potential impact on our financial statement disclosures. Other recent accounting pronouncements and guidance issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. F- 12 Table of Contents Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued guidance to improve the disclosure of expenses in commonly presented expense captions. The new guidance requires a public entity to provide tabular disclosure, on an annual and interim basis, of amounts for the following expense categories: (1) purchases of inventory, (2) employee compensation, (3) depreciation and (4) intangible asset amortization, as included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement that contains any of the expense categories noted. Additionally, on an annual and interim basis, a qualitative description is required for amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The guidance also requires certain amounts that are currently required to be disclosed to be included in the same tabular disclosure as these disaggregation requirements. Furthermore, on an annual and interim basis, a public entity is required to separately disclose selling expenses and annually, disclose a description of the selling expenses. The guidance is effective for 2027 annual reporting, and in the first quarter of 2028 for interim reporting, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. We will adopt the guidance when it becomes effective, in our 2027 annual reporting and each quarter thereafter, on a prospective basis. In December 2023, the FASB issued guidance to enhance transparency of income tax disclosures. On an annual basis, the new guidance requires a public entity to disclose: (1) specific categories in the rate reconciliation, (2) additional information for reconciling items that are equal to or greater than 5% of the amount computed by multiplying income (or loss) from continuing operations before income tax expense (or benefit) by the applicable statutory income tax rate, (3) income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, with foreign taxes disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5% of total income taxes paid, (4) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (5) income tax expense (or benefit) from continuing operations disaggregated between federal (national), state and foreign. The guidance is effective for fiscal year 2025 annual reporting, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. The Company is subject to the provisions of ASC 740, Income Taxes, however, because the Company was a pass-through entity as of December 31, 2025, the disclosures required by ASU 2023-09 related to income tax expense, effective tax rate reconciliation, and cash taxes paid are not applicable. However, the Company will adopt the guidance in our future reporting due to the statutory conversion to a C-Corp effective January 1, 2026. For additional information see Note 15 – Subsequent Events 3. REVENUE RECOGNITION The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Revenue Streams: The Company generates revenue solely from product sales, including branded and private-label fresh juice products. Sales are made to wholesale distributors, retailers, and through select third-party agents. Performance Obligations and Timing of Revenue Recognition: Revenue is recognized as follows: Revenue is recognized at a point in time when control of the product transfers to the customer, which typically occurs upon delivery and customer acceptance, in accordance with FOB Destination terms. The Company does not retain any material rights or obligations after delivery. There are no significant warranties or return provisions. Sales transactions are generally governed by electronic purchase orders through an integrated EDI system, with performance obligations limited to product delivery. In certain customer arrangements the Company provides promotional allowances or cost-sharing for marketing activities. These are not considered separate performance obligations and are accounted for as reductions to revenue or recorded within marketing expense, as appropriate. Contract Balances: Accounts Receivable: Represents amounts billed and due from customers under customary payment terms. The Company currently offers payment terms of 10 days with a 2% early payment discount. Deferred Revenue: The Company does not typically receive payment in advance of satisfying its performance obligations. There were no deferred revenue balances as of December 31, 2025 or December 31, 2024. F- 13 Table of Contents Significant Judgments: The Company’s contracts generally contain a single performance obligation, which is delivering the Company’s product to the customer. As such, no significant judgments were required in applying ASC 606 related to identifying performance obligations, determining transaction price, or allocating transaction price. Revenue: The following table presents revenue by major source for the years ended December 31, 2025 and 2024: SCHEDULE OF REVENUE BY MAJOR SOURCE Revenue Source December 31, 2025 December 31, 2024 (in thousands) Product sales $ 12,609 $ 11,274 Note: Revenue is presented net of discounts. 4. ACCOUNTS RECEIVABLE AND CREDIT RISK (ASC 326) Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company evaluates the collectability of its accounts receivable on an ongoing basis. As of December 31, 2025 and 2024, management determined that all receivables were fully collectible; therefore, no allowance for doubtful accounts has been recorded. For the years ended December 31, 2025 and 2024, the Company derived a significant portion of its revenue from a limited number of customers which is disclosed in Note 14 – Concentration of Risk. The Company does not require collateral and maintains credit policies intended to reduce overall credit risk. Allowance for Credit Losses Customer accounts receivable are stated at the amount management expects to collect on balances. The Company accounts for credit losses in accordance with ASC Topic 326, Financial Instruments – Credit Losses (“ASC Topic 326”). ASC 326 impacts the impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss (“CECL”) methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. The Company has the ability to determine if there are no expected credit losses in certain circumstances. We evaluate the credit worthiness of our portfolio on an individual loan basis and on a portfolio basis. The allowance is subjective as it requires material estimates, including such factors as historical trends, known and inherent risks in the loan portfolio, adverse situations that may affect borrowers’ ability to repay and current economic conditions. Other qualitative factors considered may include items such as uncertainties in forecasting and modeling techniques, changes in portfolio composition, business conditions and emerging trends. Recovery of the carrying value of loans is dependent to a great extent on conditions that may be beyond our control. Any combination of the aforementioned factors may adversely affect our loan portfolio resulting in increased delinquencies and loan losses and could require additional provisions for loan losses, which could impact future periods. Credit Risk Credit risk is the risk of financial loss if a customer or counterparty fails to meet its contractual obligations. The Company manages this risk by performing credit evaluations of its customers and maintaining an ongoing review of their financial condition. Based on its review, management believes that credit risk is minimal and collection of outstanding receivables is probable. As of December 31, 2025 and 2024, accounts receivable totaled, in thousands, $ 386 and $ 395 , respectively. F- 14 Table of Contents 5. INVENTORY Inventories, net consist of the following: SCHEDULE OF INVENTORIES December 31, 2025 December 31, 2024 (in thousands) Raw materials and packaging $ 311 $ 369 Finished goods 37 5 Total inventory $ 348 $ 374 6. PROPERTY AND EQUIPMENT Property and equipment are comprised of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2025 December 31, 2024 (in thousands) Leasehold improvements $ 504 $ 399 Furniture and equipment 2,516 2,368 Vehicles 52 52 Total cost 3,072 2,819 Accumulated depreciation and amortization ( 2,096 ) ( 1,850 ) Net book value $ 976 $ 969 Depreciation expense for the years ended December 31, 2025, and 2024 was $ 239 and $ 274 , respectively. During the years ended December 31, 2025 and 2024, we disposed of $ 7 and $ 0 , respectively, with no net proceeds. 7. LINE OF CREDIT AGREEMENT The Company’s credit facility consisted of the following: On July 8, 2016, the Company entered into a financing agreement with Zions Bancorporation, N.A., doing business as Amegy Bank (“Amegy”), for a revolving line of credit. The original facility provided up to $ 2,010 in borrowings and had an 8 -year term, maturing on July 8, 2024 . The agreement was renewed for a one-year term on July 9, 2024, with an increased borrowing limit of $ 3,000 . On July 9, 2025, the agreement was amended to extend the maturity to July 8, 2026 . Interest on borrowings is variable, based on the Prime Rate as published in The Wall Street Journal, and was 7.50 % per annum as of the amendment date. As of December 31, 2025, there were no outstanding borrowings, and the full $ 3,000 remains available under the line of credit. The facility is supported by personal guarantees from Horatio Lonsdale-Hands, Bryan Herr, and Bernard Nussbaumer. These guarantees were reaffirmed as part of the July 9, 2025, amendment. There were no capitalized transaction costs related to the amendment, as the amended facility had a remaining term of 12 months at the time of execution. Related fees were expensed as incurred. Interest expense related to amounts borrowed on the line of credit were $ 0 and $ 89 for year ended December 31, 2025 and December 31, 2024, respectively. F- 15 Table of Contents 8. LEASES The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company leases its corporate office and warehouse facilities under a non-cancellable operating lease agreement. The lease commenced on February 7, 2020, for a facility located at Dallas, Texas, comprising approximately 21,476 square feet. Leases with an initial term of 12 months or less are not included on the balance sheets. On February 2, 2025, the Company entered into a First Amendment to its existing lease agreement for its corporate headquarters and production plant located in Dallas, Texas. The amendment extends the lease term for an additional 60 months beginning August 1, 2025 and adds approximately 16,380 square feet of adjacent space, bringing the total leased premises to approximately 37,856 square feet. The amendment includes annual base rent increases ranging, in thousands, from $ 16 to $ 18 per month over the extended term and provides for two additional 60 -month renewal options. In accordance with ASC 842, the Company recognizes a right-of-use (ROU) asset and corresponding lease liability for its operating lease based on the present value of future lease payments over the lease term, discounted using the Company’s incremental borrowing rate. At lease commencement, the applicable discount rate was 7.60 %. Lease expense is recognized on a straight-line basis over the lease term. The lease terminates in July 2030 . SCHEDULE OF LEASE December 31, 2025 December 31, 2024 Weighted-average remaining lease term 55 months 7 months Weighted-average discount rate 7.60 % 3.25 % As of December 31, 2025, and 2024 operating lease liabilities pertaining to its office and warehouse facility totaled $ 782 and $ 68 , respectively. As of December 31, 2025 and 2024, the Company recognized the following related to its operating lease: SCHEDULE OF OPERATING LEASE Description December 31, 2025 December 31, 2024 (in thousands) Lease expense $ 254 $ 172 ROU asset – gross 833 550 Less: Accumulated amortization ( 58 ) ( 485 ) ROU asset – net $ 775 $ 65 Lease liability - current 135 68 Lease liability – non-current 647 - Amortization of right-of-use assets for the years ended December 31, 2025, and 2024 as $ 123 and $ 108 , respectively. Future minimum lease payments under the non-cancellable operating lease as of December 31, 2025 and 2024, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Year December 31, 2025 December 31, 2024 (in thousands) 2026 $ 190 $ 69 2027 197 2028 205 2029 213 2030 128 Total lease payments 933 69 Less: imputed interest ( 151 ) ( 1 ) Present value of lease liability $ 782 $ 68 F- 16 Table of Contents 9. LEGAL CONTINGENCIES The Company is not currently a party to any material legal proceedings. From time to time, the Company may be subject to various claims, lawsuits, and legal proceedings in the ordinary course of business. However, management does not believe that the outcome of any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Employee Misappropriation and Insurance Recovery On June 28, 2024, the Company identified a misappropriation of assets by a former employee involving unauthorized expenditures and the misuse of company funds. Upon discovery, the Company initiated an internal investigation and reported the matter to law enforcement and its insurance provider. The total amount misappropriated was determined to be $ 103 . The Company filed a claim under its commercial crime insurance policy, and the full amount was recovered through insurance proceeds and bank charge reversals. The recovery was received during the year ended December 31, 2024. As of the date of these financial statements, no additional losses are expected, and the matter is considered resolved. The Company has evaluated its internal control environment and implemented enhanced procedures to mitigate future risk of similar incidents. The insurance recovery is presented in the accompanying financial statements as other income. 10. OPERATING EXPENSES Operating expenses include the costs incurred in the normal course of business operations, excluding cost of goods sold. These expenses primarily consist of delivery and handling and salaries and wages. For the years ended, operating expenses were as follows: SCHEDULE OF OPERATING EXPENSES Operating Expenses December 31, 2025 December 31, 2024 (in thousands) Delivery and handling $ 509 $ 501 Salaries and employee benefits 539 318 Depreciation expense 239 274 Repair and maintenance 105 106 Lease expense 254 172 Rent and utilities 86 135 Professional fees 139 95 Marketing 63 50 Other general and administrative 246 147 Total operating expenses $ 2,180 $ 1,798 Operating expenses are recognized as incurred and reported within the statements of operations. 11. INCOME TAX NOTE PASSTHROUGH The Company is a limited liability company (LLC) and is treated as a pass-through entity for U.S. federal and applicable state income tax purposes. Accordingly, the Company does not incur federal income taxes at the entity level. Instead, each member is individually responsible for reporting their share of the Company’s income, deductions, and credits on their personal tax returns. As such, no provision for federal income taxes has been included in the accompanying financial statements. F- 17 Table of Contents In certain jurisdictions, the Company may be subject to state and local income taxes, minimum fees, or gross receipts taxes. These amounts, if any, are included in general and administrative expenses on the accompanying statements of operations. For additional information see Note 15 – Subsequent Events Uncertain Tax Positions The Company evaluates its tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. Management has concluded that there are no uncertain tax positions requiring recognition in the financial statements. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits in progress. 12. RELATED PARTY TRANSACTIONS The Company evaluated its transactions and relationships in accordance with ASC 850, Related Party Disclosures. For the years ended December 31, 2025 and December 31, 2024, there were no material related party transactions that require disclosure in the accompanying financial statements other than the credit facility is supported by personal guarantees from all three members of the Company’s Board of Directors which is disclosed in Note 7. 13. EQUITY EQUIVALENT PARTICIPATION PLAN The Company has adopted an Equity Equivalent Participation Plan (the “Plan”) that provides for the grant of Equity Equivalent Units (“EEUs”) to eligible employees, managers, and consultants. EEUs represent a right to receive a cash payment in connection with a Change in Control Transaction, as defined in the Plan. The EEUs do not provide any voting rights, ownership interest, or participation in profits or losses of the Company. Grants under the Plan are made at the sole discretion of the Managers and are subject to specific vesting conditions, typically requiring the occurrence of a Change in Control. Upon such event, the Company is obligated to pay to the Participant a Cash-Out Payment equal to the appreciation in value of the EEUs over the initial grant value, as defined in each award agreement. As of December 31, 2025 and 2024, no EEUs were outstanding, and no compensation expense or related liability has been recognized in connection with the Plan. For additional information see Note 15 – Subsequent Events 14. CONCENTRATION OF RISK The Company is subject to certain business risks and concentrations that may affect its operations and financial condition. Customer Concentration For the years ended December 31, 2025 and 2024, the Company derived a significant portion of its revenue from a limited number of customers. For the years ended December 31, 2025 and 2024, one customer represented 97 % and 95 %, respectively, of the Company’s total revenue for the periods. For the years ended December 31, 2025 and 2024, one customer represented 85 % and 83 %, respectively, of the Company’s total accounts receivable. F- 18 Table of Contents Management monitors customer creditworthiness and believes the concentration does not represent a significant credit risk due to the financial strength of these customers and their payment history. Supplier Concentration For the year ended December 31, 2025 and 2024, the Company had vendors that each accounted for more than 10% of total product purchases. The Company relies on these vendors for sourcing key inventory and materials. SCHEDULE OF CONCENTRATION OF RISK % of Purchases Supplier 2025 2024 Supplier A 6 % 12 % Supplier B 7 % 10 % The loss of any major supplier, or a significant disruption in supply from such vendors, could have a material adverse effect on the Company’s operations and financial results. Management continually evaluates supplier relationships and is developing contingency plans to mitigate the risk of supplier disruption. 15. SUBSEQUENT EVENTS The Company evaluated subsequent events through March 26, 2026, the date the financial statements were available to be issued. On January 1, 2026, the Company completed a statutory conversion from a Texas limited liability company into a Delaware corporation and elected to be taxed as a C corporation for U.S. federal and applicable state income tax purposes. In connection with the conversion, all outstanding membership were converted into shares of common stock of the Delaware corporation based upon conversion ratios determine pursuant to the plan of conversion. For additional information see Note 16 – Unaudited Proforma Financial Information On January 9, 2026, the Company completed its initial public offering, issuing 2,666,667 shares of common stock for net proceeds of approximately $ 18,395,038 . Additionally, on January 9, 2026, a selling shareholder redeemed 500,000 shares of common stock from the Company at the IPO price of $ 7.50 /share, or $ 3,750,000 . On January 20, 2026, the underwriter exercised its right to issue an additional 15% of shares issued, or approximately 400,000 shares, with net proceeds to the Company of $ 2,789,993 , after underwriting fees. On February 04, 2026, the Board of Directors (“the Board”) met and approved the following: ● the Board approved the 2025 Executive Incentive Award Plan ● the Board approved the 2025 Equity Incentive Plan ● the Board approved a secondary listing on the NYSE TX exchange On March 25, 2026, the Board of Directors (“the Board”) met and approved the following: ● the Board approved the increase of the Company’s D&O insurance coverage in the amount of $ 2 million, resulting in total D&O insurance coverage of $ 5 million ● the Board approved the granting of 25,000 warrants according to the terms outlined in the consulting agreement for a particular service provider 16. UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma combined balance sheet presents the Company’s financial position as of December 31, 2025, after giving effect to the conversion of the Company from a limited liability company into a Delaware corporation, as if the conversion had occurred on December 31, 2025. This proforma includes adjustments for the initial public offering of 2,666,667 shares, the shareholder redemption of 500,000 shares, and subsequent additional 399,999 shares issued by the underwriter. The unaudited pro forma financial information has been prepared for illustrative purposes only and is not necessarily indicative of the financial position that would have occurred had the conversion been completed on the date assumed, nor is it indicative of future financial position or results of operations. The unaudited pro forma adjustments are based on information currently available and assumptions that management believe are reasonable. F- 19 Table of Contents Buda Juice, Inc. Unaudited Pro Forma Balance Sheet As of December 31, 2025 (Amounts in Thousands) SCHEDULE OF PRO FORMA FINANCIAL INFORMATION Historical LLC Pro Forma Adjustments Pro Forma C-Corp ASSETS Current assets Cash $ 1,840 $ 17,435 $ 19,275 Accounts receivable 386 386 Inventory 348 348 Prepaid expenses and other current assets 645 ( 476 ) 169 Total current assets 3,219 16,959 20,178 Property and equipment, net of accumulated depreciation of $ 2,096 and $ 1,850 , respectively 976 976 Operating lease right-of-use asset 775 775 Total assets $ 4,970 $ 16,959 $ 21,929 LIABILITIES AND MEMBERS’ / STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 289 $ 58 $ 347 Other current liabilities 161 161 Operating lease liability, current portion 135 135 Total current liabilities 585 58 643 Operating lease liability, net of current portion 647 647 Deferred tax liability 185 185 Total liabilities 1,232 243 1,475 Members’ equity / Stockholders’ equity Members’ equity 2,554 ( 2,554 ) - Accumulated income / (deficit) 1,184 ( 185 ) 999 Common stock (par value $ 0.001 ) 13 13 Additional paid-in-capital 23,492 23,492 Additional paid-in-capital - warrants - ( 300 ) ( 300 ) Less: Treasury Stock (3,750 ) (3,750 ) Total stockholders’ equity 3,738 16,716 20,454 Total liabilities and stockholders’ equity $ 4,970 $ 16,959 $ 21,929 F- 20