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Item 7. Management’s Discussion and Analysis

2026-03-25 compared with 2025-03-21 · 221 added, 138 removed, 30 unchanged (92% of the section changed)

Management’s Discussion and Analysis of Financial Condition

and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Note Regarding Forward-Looking Statements

statements other than statements of historical fact included in this Report including, without limitation, statements under this Item

regarding our financial position, business strategy and the plans and objectives of Management for future operations, are forward-looking

When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,”

“intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements.

Such forward-looking

statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management.

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed

in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf

are qualified in their entirety by this paragraph.

regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives

of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section

21E of the Exchange Act.

When used in this Report, words such as “may,” “should,” “could,” “would,”

“anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions,

as they relate to us or our Management, identify forward-looking statements.

We have based these forward-looking statements on our Management’s

current expectations and projections about future events, as well as assumptions made by, and information currently available to, our

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors

detailed in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons acting

on our behalf are qualified in their entirety by this paragraph.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial

statement and the notes thereto contained elsewhere in this Report.

statements and the notes thereto included elsewhere in this Report.

are a blank check company incorporated in the Cayman Islands on February 21, 2024 formed for the purpose of effecting a Business Combination.

We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the Private

Placement, the proceeds of the sale of our Ordinary Shares in connection with our initial Business Combination (pursuant to any forward

purchase agreements or backstop agreements into which we may enter), Ordinary Shares issued to the owners of the target, debt issued

to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete

a Business Combination will be successful.

We may seek to extend the

Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter.

Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion

of their Public Shares in connection with the vote on such approval.

Such redemptions will decrease the amount held in our Trust Account

and our capitalization, and may affect our ability to maintain our listing on Nasdaq.

In addition, the Nasdaq Rules currently require

SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq 36-Month Requirement.

If we do not meet

the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.

may also, in its discretion, explore transactions under which it would sell its interest in our Company to another sponsor entity, which

may result in a change to our Management Team.

Our Sponsor is Lionheart Sponsor, LLC, a Florida limited liability company.

we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business

Combination, we are focusing our search on an established business of scale poised for continued growth, led by a highly regarded management

We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage

and emerging growth companies.

We expect to continue to incur significant costs in the pursuit of our acquisition plans.

no assurance that our plans to complete a Business Combination will be successful.

IPO Registration Statement became effective on June 17, 2024.

On June 20, 2024, we consummated our Initial Public Offering of 23,000,000

Units, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option.

Each Unit consists of one

Public Share and one-half of one Public Warrant.

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of

$ 230,000,000.

Simultaneously

with the closing of the Initial Public Offering and pursuant to the Private Placement Warrant Purchase Agreements, we completed the sale

of an aggregate of 6,000,000 Private Placement Warrants to the Sponsor and Cantor in the Private Placement at a purchase price of $1.00

per Private Placement Warrant, generating gross proceeds to us of $ 6,000,000.

Of those 6,000,000 Private Placement Warrants, the Sponsor

purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.

The Private Placement Warrants

are identical to the Public Warrants except as otherwise disclosed in the IPO Registration Statement.

the closing of the Initial Public Offering and Private Placement, an amount of $230,000,000 from the net proceeds of the Initial Public

Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as

Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S.

government securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company

that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of

Rule 2a-7 of the Investment Company Act, or (iii) an interest bearing or non-interest bearing bank demand deposit account at a U.S.

commercial bank with consolidated assets of $100 billion or more selected by the Trustee that is reasonably satisfactory to the Company,

until the earlier of:

(x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.

have until June 20, 2026 (24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may

approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business

If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations

except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem

the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including

interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number

of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including

the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each

case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended

and Restated Articles.

Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided

the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval.

Such redemptions will

decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq.

addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the

Nasdaq 36-Month Requirement.

If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of

trading and delisting from Nasdaq.

Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor

entity, which may result in a change to our Management Team.

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities from February 21, 2024 (inception) through

December 31, 2024 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, completion

of the Initial Public Offering, and following the Initial Public Offering, identifying a target company for a Business Combination.

do not expect to generate any operating revenues until after the completion of our Business Combination.

We generate non-operating income

in the form of interest income on marketable securities held in the Trust Account.

We incur expenses as a result of being a public company

(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Our only activities since February 21, 2024 (inception) through

December 31, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying

and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination.

We will not generate

any operating revenues until after completion of our initial Business Combination.

We have generated non-operating income in the form

of interest income on investments held in the Trust Account after the Initial Public Offering.

We expect to incur increased expenses

as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well

as for due diligence expenses.

the year ended December 31, 2025, we had a net income of $8,952,273, which consists of interest income on marketable securities held

in the Trust Account of $9,826,877, offset by operating and formation costs of $874,604.

the period from February 21, 2024 (Inception) through December 31, 2024, we had net income of $5,839,656, which consists of interest

income on marketable securities held in the Trust Account of $6,335,105, offset by general and administrative and formation costs of

Factors That May

Adversely Affect our Results of Operations

results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could

cause economic uncertainty and volatility in the financial markets, many of which are beyond our control.

Our results of operations and

our ability to consummate an initial Business Combination could be impacted by, among other things, downturns in the financial markets

or in economic conditions, increases in oil prices, inflation, increases in interest rates and tariffs, supply chain disruptions, declines

in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine,

the Middle East and Southeast Asia.

We cannot at this time predict the likelihood of one or more of the above events, their duration or

magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

and Capital Resources

March 8, 2024, the Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering

pursuant to the IPO Promissory Note.

This loan was non-interest bearing and was payable on the earlier of December 31, 2024, or the date

on which we consummate the Initial Public Offering.

The outstanding balance of $180,000 was repaid at the closing of the Initial Public

Offering on June 20, 2024, and borrowings under the IPO Promissory Note are no longer available.

On June 20, 2024,

we consummated the Initial Public Offering of 23,000,000 Units at $10.00 per Unit, which included the full exercise of the Over-Allotment

Option in the amount of 3,000,000 Option Units at $10.00 per Option Unit, and the sale of an aggregate of 6,000,000 Private Placement

Warrants to the Sponsor and Cantor, at a price of $1.00 per Private Placement Warrants, or $6,000,000 in the aggregate, in the Private

Placement that closed simultaneously with the Initial Public Offering.

income on marketable securities held in the Trust Account of $6,335,105, offset by operating and formation costs of $495,449.

Capital Resources and Going Concern

the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $230,000,000

was placed in the Trust Account.

We incurred fees of $14,462,875 in connection with the Initial Public Offering, consisting of $4,000,000

of cash underwriting fee, the Deferred Fee of $9,800,000, and $662,875 of other offering costs.

the year ended December 31, 2025, cash used in operating activities was $585,477.

Net income of $8,952,273 was affected by interest earned

on marketable securities held in the Trust Account of $9,826,877.

Changes in operating assets and liabilities provided $289,127 of cash

for operating activities.

the period from February 21, 2024 (Inception) through December 31, 2024, cash used in operating activities was $641,108.

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Changes in operating assets and liabilities used $150,659 of cash for operating activities.

As of December 31, 2024, we

had marketable securities held in the Trust Account of approximately $236,335,105 (including approximately $6,335,105 of interest income)

consisting of the U.S.

Department of the Treasury bills with a maturity of 185 days or less.

We may withdraw interest from the Trust Account

to pay taxes, if any.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company

Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management’s

ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate

the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand

deposit account at a bank

We intend to use substantially all of the funds held in the Trust Account,

including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business

To the extent that our share capital or debt is used, in whole or In part, as consideration to complete our Business Combination,

the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,

make other acquisitions and pursue our growth strategies.

of December 31, 2024, we had cash of $891,017.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate

target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar

locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of

prospective target businesses, and structure, negotiate and complete a Business Combination.

of December 31, 2025 and 2024, we had marketable securities held in the Trust Account of $246,161,982 and $236,335,105, respectively,

(including $16,161,982 and $6,335,105, respectively, of interest income) consisting of a money market fund, respectively.

We may withdraw

interest from the Trust Account to pay taxes, if any.

We intend to use substantially all of the funds held in the Trust Account, including

any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the

Deferred Fee), to complete our Business Combination.

To the extent that our share capital or debt is used, in whole or in part, as consideration

to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the

operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases

the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment

of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held

in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a

of December 31, 2025 and 2024, we had cash held outside of the Trust Account of $230,540 and $891,017, respectively.

We use the funds

held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target

businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or

owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a

Business Combination.

liquidity needs through December 31, 2025 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for

the issuance of our Founder Shares, (ii) a loan pursuant to the IPO Promissory Note and (iii) the net proceeds from the consummation

of the Initial Public Offering and Private Placement not held in the Trust Account.

Promissory Note

to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related

to the Initial Public Offering under the IPO Promissory Note.

Such loans and advances were non-interest bearing and payable on the earlier

of December 31, 2024, or the completion of our Initial Public Offering.

The loan of $180,000 was fully repaid upon the consummation of

our Initial Public Offering on June 20, 2024.

No additional borrowing is available under the IPO Promissory Note.

Capital Loans

order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain

of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete a Business

Combination, we would repay such Working Capital Loans.

In the event that a Business Combination does not close, we may use a portion

of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would

be used for such repayment.

Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination

entity at a price of $1.00 per warrant at the option of the lender.

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated

to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional

securities or incur debt in connection with such Business Combination.

of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required.

we complete a Business Combination, we will repay such Working Capital Loans.

In the event that a Business Combination does not close,

we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from

our Trust Account would be used for such repayment.

Up to $1,500,000 of such Working Capital Loans may be converted into warrants of

the post-Business Combination entity at a price of $1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist

with respect to such Working Capital Loans.

As of December 31, 2025 and 2024, we did not have any borrowings under any Working Capital

Loans, respectively.

In connection with our assessment

of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”,

Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is

considered to be at least one year from the date that the financial statements and the notes thereto included elsewhere in this Report

are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans.

In addition, Management has determined

that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except

for the purpose of liquidating.

These conditions raise substantial doubt about our ability to continue as a going concern.

plans to consummate an initial Business Combination prior to the end of the Combination Period, which is currently June 20, 2026, unless

we seek shareholder approval to amend our Amended and Restated Articles to extend the date by which we must consummate our initial Business

No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after June

There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as set forth

1 unchanged sentence

Services Agreement

on June 18, 2024, and until completion of our initial Business Combination or liquidation, we reimburse an affiliate of our Sponsor $15,000

per month for c ertain office space, utilities and secretarial and Administrative

Services as may be reasonably required by our Company pursuant to the Administrative Services Agreement.

Under the Administrative Services Agreement, there was $95,000 incurred for the period from February 21, 2024 (inception) through

December 31, 2024.

underwriters of the Initial Public Offering had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option

Units to cover over-allotments, if any.

On June 20, 2024, simultaneously with the closing of the Initial Public Offering, the Over-Allotment

Option was fully exercised to purchase the additional 3,000,000 Option Units at a price of $10.00 per Option Unit.

underwriters of the Initial Public Offering were entitled to a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds

of the Units offered in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the full exercises of the Over-Allotment

Option), paid at the closing of the Initial Public Offering.

Additionally, the underwriters are entitled to a deferred underwriting discount

of 4.0% of the gross proceeds of the Initial Public Offering held in the Trust Account, other than those sold pursuant to the Over-Allotment

Option and 6.0% of the gross proceeds sold pursuant to the full exercise of the Over-Allotment Option, amounting to $9,800,000 in

the aggregate upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement, d ated

June 17, 2024, we entered into with Cantor, as representative of the underwriters of the Initial Public Offering (the “Underwriting

This deferred fee will become payable to the underwriters of the Initial Public Offering solely in the event

that we complete a Business Combination, subject to the terms of the Underwriting Agreement.

If we fail to consummate an initial Business

Combination within the Combination Period, such deferred fee will be included with the funds held in the Trust Account that will be available

to fund the redemption of our Public Shares upon the liquidation of the Trust Account.

on June 18, 2024, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $15,000

per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement.

For the year ended December 31, 2025 and the period from February 21, 2024 (inception) through December 31, 2024, we incurred $180,000

and $95,000, respectively, in fees for these services.

We granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000

Option Units to cover over-allotments, if any.

On June 20, 2024, the Underwriters fully exercised their Over-Allotment

Underwriters were paid a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the Units offered in the Initial Public

Additionally, the Underwriters are entitled to the Deferred Fee of (i) 4.0% of the gross proceeds of the base Initial Public

Offering held in the Trust Account and (ii) 6.0% of the gross proceeds sold pursuant to the Over-Allotment Option, which equates to $9,800,000

in the aggregate following the full exercise of the Over-Allotment Option and is payable to the Underwriters, upon the completion of

the initial Business Combination subject to the terms of the Underwriting Agreement.

Rights Agreement

holders of (i) the Founder Shares, (ii) the Private Placement Warrants and (iii) any private placement-equivalent warrants issued in

connection with the Working Capital Loans, if any, and in each case holders of their underlying securities, as applicable) are entitled

to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case

of the Founder Shares, only after conversion to our Class A Ordinary Shares).

The holders of the majority of these securities are entitled

to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggyback”

registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights

to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

Cantor may only make a demand on

one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement.

In addition, Cantor

may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO

Registration Statement.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating

distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination

within the Combination Period.

However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled

to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination

within the Combination Period.

Additionally,

pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles

to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to

redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other

material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public

Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in

cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account

and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.

Engagement Letter

6 unchanged sentences

of Lionheart Capital and its affiliated companies.

connection therewith, Wasserstrom was specifically engaged by us to provide counsel for general corporate legal matters.

As of December

31, 2024, we incurred an aggregate of $175,000 of legal fees from Wasserstrom, which were recorded within accrued offering costs in the

financial statement contained elsewhere in this Report.

On June 25, 2024, we paid $50,000 and the remaining $125,000 is recorded within

deferred legal fees since it is due at the time of the Business Combination.

connection therewith, Wasserstrom was specifically engaged by our Company to provide counsel for general corporate legal matters and,

as such, may be deemed to be a related party of our Company.

As of December 31, 2025 and 2024, we incurred legal fees of $125,000 and

$125,000, respectively, from Wasserstrom, and $50,000 was paid on June 25, 2024.

The remaining balance of $200,000 and $75,000 as of

December 31, 2025 and 2024, respectively, is recorded as deferred legal fees, which are payable upon the consummation of the Business

Accounting Estimates

The preparation of the audited

financial statement and related disclosures contained elsewhere in this Report in conformity with GAAP requires Management to make estimates

and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date

of the financial statement, and income and expenses during the periods reported.

Making estimates requires Management to exercise significant

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed

at the date of the financial statements contained elsewhere in this Report, which Management consider in formulating its estimated, could

change in the near term due to one or more future confirming events.

Accordingly, the actual results could materially differ from those

As of December 31, 2024, we did not have any critical accounting estimates to be disclosed.

preparation of the audited financial statements and notes thereto included elsewhere in this Report in conformity with GAAP requires

Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the

disclosure of contingent assets and liabilities, in our financial statements.

These accounting estimates require the use of assumptions

about matters, some of which are highly uncertain at the time of estimation.

Management bases its estimates on historical experience

and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making

judgments, and we evaluate these estimates on an ongoing basis.

To the extent actual experience differs from the assumptions used, our

financial statements and notes thereto included elsewhere in this Report could be materially affected.

We believe that the following

accounting policies involve a higher degree of judgment and complexity.

As of December 31, 2025, we did not have any critical accounting

estimates to be disclosed.

Accounting Standards

November 2024, the FASB issued ASU Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose

additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with

early adoption permitted.

We are currently evaluating the impact of adopting ASU 2024-03.

does not believe that there are any other recently issued, but not yet effective, accounting standards, which, if currently adopted,

would have a material effect on the financial statements and notes thereto included elsewhere in this Report.

Quantitative and Qualitative Disclosures about Market Risk.

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Financial Statements and Supplementary Data.

Reference is made to pages F-1 through F-19 comprising a portion of

this Report, which are incorporated herein by reference.

is made to pages F-1 through F-20 comprising a portion of this Report, which are incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis