Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
Reference is made to Pages
F-1 through F-19 comprising a portion of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
Dismissal of Independent Registered Public Accounting Firm.
On July 31, 2025, the audit committee of the Company authorized dismissal
of UHY LLP (“UHY LLP”) as the independent registered public accounting firm of the Company, effective immediately.
The Company was incorporated on March 27, 2024, and the financial statements
for the period from March 27, 2024 (inception) to December 31, 2024 were audited by UHY LLP. The auditor’s report of UHY LLP
on the financial statements as of December 31, 2024 and for the period from March 27, 2024 (inception) to December 31, 2024 did not
contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainties, audit scope, or accounting
principles, except for an explanatory paragraph in such report regarding substantial doubt about the Company’s ability to continue
as a going concern.
In addition, during the period from March 27, 2024 (inception) through
December 31, 2024, and the subsequent interim periods through August 5, 2025, there were no disagreements with UHY LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of UHY LLP, would have caused UHY LLP to make reference in connection with their opinion to the subject matter of
the disagreement or reportable events as defined in Item 304(a)(1)(v) of Regulation S-K (“Regulation S-K”) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
Appointment of New Independent Registered Public Accounting Firm.
On July 31, 2025, the audit committee of the Company authorized the
engagement of TAAD, LLP (“TAAD”) as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2025, effective immediately. During the period from the Company’s inception to December 31, 2024, and the
period from December 31, 2024 through July 31, 2025, neither the Company nor anyone on its behalf consulted with TAAD regarding (i) the
application of accounting principles to any specified transaction, either completed or proposed or the type of audit opinion that might
be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that
TAAD concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting
issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or
a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.