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Item 7. Management’s Discussion and Analysis

2026-03-06 compared with 2025-03-20 · 240 added, 193 removed, 9 unchanged (98% of the section changed)

Management’s Discussion

and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related

thereto which are included in “Part II, Item 8.

Financial Statements and Supplementary Data” of this Annual Report on Form

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results

may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth

under “Special Note Regarding Forward-Looking Statements,” “Part I, Item 1A.

Risk Factors” and elsewhere in this

Annual Report on Form 10-K.

We are a blank check company incorporated in the

Cayman Islands on June 13, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses (the “initial business combination”).

to effectuate our business combination using cash derived from the proceeds of the initial public offering and the sale of the private

placement warrants, our shares, debt or a combination of cash, shares and debt.

We 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.

Recent Developments

The registration statement for the Company’s

initial public offering was declared effective on November 20, 2024.

On November 22, 2024, the Company consummated the initial public

offering of 16,600,000 units (the “Units”), which includes the partial exercise by the underwriters of their over-allotment

option in the amount of 1,600,000 Units, at $10.00 per Unit.

Each Unit consists of one Class A ordinary share and one-half of one redeemable

warrant (the “public warrant”).

Simultaneously with the closing of the initial

public offering, the Company consummated the sale of 5,985,000 warrants (the “private placement warrants”) at a price of $1.00

per private placement warrant, in a private placement to DynamixCore Holdings, LLC, the Company’s sponsor (the “sponsor”),

and Cohen & Company Capital Markets, a division of J.V.B.

Financial Group, LLC and Seaport Global Securities LLC, the representatives

of the underwriters of the initial public offering.

Of those 5,985,000 private placement warrants,

the sponsor purchased 3,910,000 private placement warrants and the underwriters purchased 2,075,000 private placement warrants.

On December 9, 2024, the Company’s Class

A ordinary shares and warrants began separately trading from the Units.

Those Units not separated will continue to trade on the Nasdaq

Global Market under the symbol “DYNXU,” and each of the Class A ordinary shares and warrants that are separated will trade

on the Nasdaq under symbols “DYNX” and “DYNXW,” respectively.

On June 18, 2024, the Company issued 5,750,000

Class B ordinary shares to the sponsor for $25,000, or approximately $0.004 per share.

The number of founder shares included an aggregate

of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not fully exercised,

so that the number of founder shares will represent 25.0% of the Company’s issued and outstanding shares after the initial public

As of December 31, 2024, there were 5,750,000 Class B ordinary shares issued and outstanding.

In January 2025, the underwriters’

over-allotment option expired, resulting in the sponsor forfeiting 216,667 founder shares and causing the number of outstanding founder

shares to be 5,533,333.

Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial

statements and the notes related thereto which are included in “Part II, Item 8.

Financial Statements and Supplementary Data”

of this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes forward-looking

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,

including those set forth under “Special Note Regarding Forward-Looking Statements,” “Part I, Item 1A.

Risk Factors”

and elsewhere in this Annual Report on Form 10-K.

We are a blank check

company incorporated in the Cayman Islands on June 13, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange,

asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

We intend to effectuate

our business combination using cash derived from the proceeds of the initial public offering and the sale of the private placement warrants,

our shares, debt or a combination of cash, shares and debt.

We 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.

Proposed Business Combination

On July 21, 2025, Dynamix

Corporation and Pubco entered into the Business Combination Agreement with the SPAC Merger Sub, The Ether Reserve LLC, a Delaware limited

liability company (the “Company”), Ethos Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of SPAC (“SPAC

Subsidiary A”), Ethos Sub 2, Inc., a Delaware corporation and wholly-owned subsidiary of SPAC Subsidiary A (“SPAC Subsidiary

B”), Ethos Sub 3, Inc., a Delaware corporation and wholly-owned subsidiary of SPAC Subsidiary B (“Company Merger Sub”),

and ETH Partners LLC, a Delaware limited liability company (the “Seller”).

For additional information

regarding the Business Combination Agreement and the transactions contemplated therein, see the Current Reports on Form 8-K as filed with

the SEC by the Company on July 25, 2025, August 4, 2025, August 6, 2025, September 2, 2025 and September 9, 2025.

LLC Unit Subscription Agreement

On August 29, 2025, the SPAC,

Pubco and the LLC entered into the “LLC Unit Subscription Agreement with (the LLC Unit Investor, pursuant to which the LLC Unit

Investor agreed to purchase, and the LLC agreed to issue and sell the “Subscribed Units for a contribution of 150,000 ether, in

a private placement (the “LLC Unit Subscription”), upon the terms and subject to the conditions set forth therein.

of the LLC Unit Subscription occurred on September 8, 2025.

Immediately prior to the Company Merger (as defined in the Business Combination

Agreement), the Subscribed Units will be adjusted as set forth in the LLC Unit Subscription Agreement.

At the Company Merger Effective

Time (as defined in the Business Combination Agreement), each Subscribed Unit (as adjusted) shall be converted automatically into one

common non-voting unit of the LLC (the “LLC Exchange Units”).

Pursuant to the LLC Unit

Subscription Agreement, Pubco agreed to use commercially reasonable efforts to cause the Pubco Class A Stock into which the LLC Exchange

Units held by the LLC Unit Investor will be converted or convertible upon closing of the Company Merger to be registered on the registration

statement on Form S-4 to be filed in connection with the Business Combination Agreement (as amended or supplemented from time to time,

the “Registration Statement”).

To the extent such securities are not able to be registered on the Registration Statement,

Pubco has agreed to use commercially reasonable efforts to file a registration statement registering the resale of the shares of Pubco

Class A Stock on a resale registration statement within 30 calendar days following the Closing Date (as defined in the Business Combination

and to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable,

and in any event no later than 90 calendar days after the Closing Date, subject to an extension in the event of SEC review.

For additional information

regarding the LLC Unit Subscription Agreement and the transactions contemplated therein, see the Current Reports on Form 8-K as filed

with the SEC by the Company on September 2, 2025 and September 9, 2025.

Stockholders Agreement

On August 29, 2025, the Seller,

Pubco and the LLC entered into a Stockholders Agreement with the LLC Unit Investor (the “Stockholders Agreement”), which provides

for board composition and director nomination rights and sets forth certain governance provisions applicable to Pubco following the closing

of the business combination.

For additional information regarding the Stockholders Agreement and the transactions contemplated therein,

see the Current Report on Form 8-K filed with the SEC by the Company on September 2, 2025.

Registration Statement on Form S-4

On September 16, 2025, Pubco

issued a press release announcing Pubco’s confidential submission of a draft registration statement on Form S-4 with the Securities

and Exchange Commission.

Results of Operations

We have neither engaged in any operations nor

generated any revenues to date.

Our only activities from June 13, 2024 (inception) through December 31, 2024 were organizational activities,

those necessary to prepare for the initial public offering, described below, and identifying a target company for a business combination.

We do not expect to generate any operating revenues until after the completion of our initial 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.

For the period from June 13, 2024 (inception)

through December 31, 2024, we had a net loss of $135,571, which consisted of changes in fair value of warrant liabilities of $415,000,

general and administrative expenses of $375,613, and transaction costs of $116,039, offset by dividends earned on investments held in

trust account of $749,825, change in fair value – over-allotment liability of $12,792 and interest earned in cash account of $8,464.

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities from June 13, 2024 (inception) through December 31, 2025 were organizational

activities, those necessary to prepare for the initial public offering, described below, identifying a target company for a business combination

and pursuing the consummation of the transaction contemplated by the Business Combination Agreement.

We do not expect to generate any

operating revenues until after the completion of our initial business combination.

We generate non-operating income in the form of dividends

earned on investments held in 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.

For the year ended December

31, 2025, we had a net loss of $13,223,196, which consisted of a change in fair value of warrant liabilities of $14,857,000 and general

and administrative expenses of $5,407,466, offset by dividends earned on investments held in trust account of $6,942,927, change in fair

value – over-allotment liability of $64,371 and interest earned in cash account of $33,972.

For the period from June

13, 2024 (inception) through December 31, 2024, we had a net loss of $135,571, which consisted of changes in fair value of warrant liabilities

of $415,000, general and administrative expenses of $375,613, and transaction costs of $116,039, offset by dividends earned on investments

held in trust account of $749,825, change in fair value – over-allotment liability of $12,792 and interest earned in cash account

Liquidity and Capital Resources

On November 22, 2024, we consummated the initial

public offering of 16,600,000 Units, at $10.00 per Unit, generating gross proceeds of $166,000,000.

Simultaneously with the closing of

the initial public offering, we consummated the sale of 5,985,000 private placement warrants at a price of $1.00 per private placement

warrant to the sponsor, generating gross proceeds of $5,985,000.

Following the initial public offering, the partial

exercise of the over-allotment option, and the sale of the private placement warrants, a total of $166,415,000 was placed in the trust

We incurred $10,605,256 in initial public offering related costs, including $3,320,000 of cash underwriting fees, $6,640,000

of deferred underwriting fee, and $645,256 of other offering costs.

For the period from June 13, 2024 (inception)

through December 31, 2024, net cash used in operating activities was $132,820.

Net loss of $135,571 was affected by change in fair value

of warrant liabilities of $415,000, transaction costs of $116,039, formation cost paid by sponsor in exchange for issuance of founder

shares of $16,241, payment of operation costs through promissory note of $15,420, dividends earned on investments held in trust account

$749,825, change in fair value of over-allotment liability of $12,792.

Changes in operating assets and liabilities provided $202,668 of

cash from operating activities.

At December 31, 2024, we had cash and marketable

securities held in the trust account of $167,164,825.

We intend to use substantially all of the funds held in the trust account (including

any amounts representing dividends earned on investments held in trust account, which dividends shall be net of taxes payable and excluding

deferred underwriting fees) and not previously released to us pursuant to permitted withdrawals, to complete our initial business combination.

We may withdraw earnings from the trust account to pay taxes, if any.

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

in part, as consideration to complete a 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.

At December 31, 2024, we had cash of $1,543,566

held outside of the trust account.

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, structure, negotiate and complete a business combination.

In order to fund working capital deficiencies

or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor or certain of our officers

and directors may, but are not obligated to, loan us funds as may be required.

If we complete a business combination, we may repay such

loaned amounts out of the proceeds of the trust account released to us.

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 loaned amounts, 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 private placement warrants of

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

The warrants would be identical to the

private placement warrants.

We do not believe we will need to raise additional

funds in order to meet the expenditures required for operating our business.

However, 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 initial business combination.

Moreover, we may need to obtain

additional financing either to complete our initial business combination or because we become obligated to redeem a significant number

of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt

in connection with such business combination.

Until the consummation of

the initial public offering, our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 (the “Class

B ordinary shares” or “Founder Shares”), by the sponsor and loans from our sponsor.

On November 22, 2024, we

consummated the initial public offering of 16,600,000 Units, at $10.00 per Unit, generating gross proceeds of $166,000,000.

Simultaneously

with the closing of the initial public offering, we consummated the sale of 5,985,000 private placement warrants at a price of $1.00 per

private placement warrant to the sponsor, generating gross proceeds of $5,985,000.

Following the initial public

offering, the partial exercise of the over-allotment option, and the sale of the private placement warrants, a total of $166,415,000 was

placed in the trust account.

We incurred $10,605,256 in initial public offering related costs, including $3,320,000 of cash underwriting

fees, $6,640,000 of deferred underwriting fee, and $645,256 of other offering costs.

As an additional source of

liquidity, we may withdraw interest earned in the trust account to fund working capital requirements, subject to an annual limit of 10%

of interest earned on funds held in the Trust Account.

On February 4, 2025, we entered

into an advisory services agreement (the “advisory services agreement”) with Volta Tread LLC, an affiliate of our sponsor

owned and controlled by our chief executive officer and chief financial officer (the “service provider”).

Pursuant to the

advisory services agreement, the service provider will provide management, consulting and other advisory services to the Company in connection

with its initial business combination.

In consideration for these services, we will (i) pay to the service provider an annual fee, payable

on a monthly basis, until the consummation of a business combination, and (ii) reimburse the service provider and its affiliates for certain

costs and expenses incurred in favor of third parties.

The annual fee, together with any reimbursement, shall not exceed an annual limit

of 10% of interest earned on funds held in the trust account (the “Cap”).

For the year ended December 31, 2025 and for the

period from June 13, 2024 (inception) through December 31, 2024, the Company has paid the service provider $660,704 and $0, respectively,

pursuant to the advisory services agreement.

For the year ended December

31, 2025, net cash used in operating activities was $2,034,796.

Net loss of $13,223,196 was affected by a change in fair value of warrant

liabilities of $14,857,000, dividends earned on investments held in trust account of $6,942,927 and change in fair value of over-allotment

liability of $64,371.

Changes in operating assets and liabilities provided $3,338,698 of cash from operating activities.

For the period from June

13, 2024 (inception) through December 31, 2024, net cash used in operating activities was $132,820.

Net loss of $135,571 was affected

by change in fair value of warrant liabilities of $415,000, transaction costs of $116,039, formation cost paid by sponsor in exchange

for issuance of founder shares of $16,241, payment of operation costs through promissory note of $15,420, dividends earned on investments

held in trust account $749,825, change in fair value of over-allotment liability of $12,792.

Changes in operating assets and liabilities

provided $202,668 of cash from operating activities.

At December 31, 2025, we

had mutual funds which are invested primarily in money market funds held in the trust account of $173,392,824.

We intend to use substantially

all of the funds held in the trust account (including any amounts representing dividends earned on investments held in trust account,

which dividends shall be net of taxes payable, if any, and excluding deferred underwriting fees) and not previously released to us pursuant

to permitted withdrawals, to complete our initial business combination.

We may withdraw earnings from the trust account to pay taxes,

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

At December 31, 2025, we

had cash of $223,698 held outside of the trust account.

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, structure, negotiate and complete a business combination.

In order to fund working

capital deficiencies or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor

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

If we complete a business combination,

we may repay such loaned amounts out of the proceeds of the trust account released to us.

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 loaned amounts, 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 private placement

warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical

to the private placement warrants.

Going Concern

In connection with our assessment of going concern

considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an

Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following

the completion of the initial public offering will enable it to sustain operations for a period of at least one-year from the issuance

date of these financial statements.

In connection with our assessment

of going concern considerations in accordance with ASC 205-40 “Presentation of Financial Statements - Going Concern,” we have

incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.

The working capital deficit

and the expectation of significant future costs raises substantial doubt about our ability to continue as a going concern within one year

after the date that the financial statements are issued.

Management plans to address this uncertainty through debt or equity financing.

There is no assurance that our plans to raise capital or to consummate a business combination will be successful within the date that

is 24 months from the closing of our initial public offering (or until such earlier liquidation date as our board of directors may approve).

See “Risk Factors—Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination—Our

independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about

our ability to continue as a “going concern”.

Off-Balance Sheet Arrangements

We have no obligations, assets

or liabilities that would be considered off-balance sheet arrangements as of December 31, 2025 and 2024.

We do not participate in transactions

that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which

would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off- balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased

any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $30,000 per month for

office space, utilities, and secretarial and administrative support services commencing on November 21, 2024 through the earlier of the

Company’s consummation of a business combination and its liquidation.

In addition, pursuant to the advisory services

agreement, we will pay to the service provider an annual fee, payable on a monthly basis, until the consummation of a business combination.

We will also reimburse the service provider and its affiliates for certain costs and expenses incurred in favor of third parties.

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of

$30,000 per month for office space, utilities, and secretarial and administrative support services commencing on November 21, 2024 through

the earlier of the Company’s consummation of a business combination and its liquidation.

In addition, pursuant to

the advisory services agreement, we will pay the service provider an annual fee, payable on a monthly basis, until the consummation of

a business combination.

We will also reimburse the service provider and its affiliates for certain costs and expenses incurred in favor

of third parties.

The annual fee, together with any reimbursement, shall not exceed the Cap.

The underwriters were entitled to a cash underwriting

fee of $0.20 per Unit, or $3,320,000 in the aggregate.

The deferred underwriting fee will become payable to the underwriters, upon the

completion of the Company’s initial business combination, from the amounts held in the trust account solely on amounts remaining

in the trust account following all properly submitted shareholder redemptions in connection with the consummation of the initial business

Pursuant to a registration rights agreement entered

into on November 20, 2024, the holders of the founder shares, private placement warrants and any warrants that may be issued upon conversion

of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that

may be issued upon conversion of the working capital loans) will be entitled to registration rights.

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 “piggy-back” registration rights with respect to registration statements filed subsequent to completion

of a business combination.

However, the registration rights agreement provides that we will not permit any registration statement filed

under the Securities Act to become effective until termination of the applicable lockup period.

The registration rights agreement does

not contain liquidating damages or other cash settlement provisions resulting from delays in registering our securities.

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

On April 1, 2025, we entered

into a Master Services Agreement with Avenue Z Inc., under which we will pay $15,000 a month for recurring services related to the preparation,

development, and implementation of certain public relations programs and services.

The underwriters from our

initial public offering were entitled to a cash underwriting fee of $0.20 per Unit, or $3,320,000 in the aggregate.

The deferred underwriting

fee will become payable to the underwriters, upon the completion of the Company’s initial business combination, from the amounts

held in the trust account solely on amounts remaining in the trust account following all properly submitted shareholder redemptions in

connection with the consummation of the initial business combination.

On July 20, 2025, we entered into a letter agreement pursuant to

which the underwriters agreed, if the closing of the initial business combination with the Pubco (the “Pubco BC closing”)

occurs, (a) that the only consideration due and payable by us pursuant to the underwriting agreement for the initial public offering shall

be a one-time cash fee equal to $500,000 (the “Cash Fee”) payable upon such closing, (b) to waive any rights to any additional

consideration under the underwriting agreement other than the Cash Fee, including deferred underwriting commission, and (c) to forfeit

2,070,000 private placement warrants immediately prior to the Pubco BC closing and retain 5,000 private placement warrants (which will

become warrants to purchase the same number of shares of Pubco Class A Stock at the Pubco BC closing).

Pursuant to a registration

rights agreement entered into on November 20, 2024, the holders of the founder shares, private placement warrants and any warrants that

may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement

warrants and warrants that may be issued upon conversion of the working capital loans) will be entitled to registration rights.

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 “piggy-back” registration rights with respect to registration statements filed subsequent

to completion of a business combination.

However, the registration rights agreement provides that we will not permit any registration

statement filed under the Securities Act to become effective until termination of the applicable lockup period.

The registration rights

agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering our securities.

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

Critical Accounting Estimates

The preparation of financial statements and related

disclosures in conformity with accounting principles generally accepted in the United States of America 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 statements.

The preparation of consolidated

financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America

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 statements.

Actual results could materially differ from those estimates.

Over-allotment Option

The over-allotment option was accounted for as

a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet.

The over-allotment option liability

is measured at fair value at inception and on a recurring basis, with changes in fair value presented within changes in fair value of

over-allotment option liability in the statement of operations.

The Company used a Black-Scholes model to value

the over-allotment option.

Valuation of the over-allotment option liability uses significant unobservable inputs related to expected share-price

volatility, expected life and risk-free interest rate.

The Company estimates the volatility of its ordinary shares based on historical

volatility that matches the expected remaining life of the option.

Deviations in the assumptions and estimates used could result in materially

different fair values and have a material impact to our financial statements.

has not identified any critical accounting estimates that have a significant impact to our consolidated financial statements.

Recent Accounting Pronouncements

Management does not believe that any recently

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

In November 2023, the FASB issued ASU 2023-07,

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual

and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”),

as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that

a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment

profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all

annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide

all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal

years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption

The Company adopted ASU 2023-07 on June 13, 2024 (inception).

The amendments will be applied prospectively.

The adoption of

ASU 2023-07 has not had a material impact on the Company’s financial statements and disclosures.

Quantitative and Qualitative

Disclosures about Market Risk.

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

In November 2024, the FASB

issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation

of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in

the notes to the financial statements on an interim and annual basis.

ASU 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.

The Company is currently evaluating

the impact of adopting ASU 2024-03.

Management does not believe

that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s

consolidated financial statements.

Quantitative and Qualitative Disclosures

about Market Risk.

We are a smaller reporting

company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Financial Statements and Supplementary

This information appears following Item 15 of

this Report and is included herein by reference.

Changes in and Disagreements

with Accountants on Accounting and Financial Disclosure

This information appears

following Item 15 of this Report and is included 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