What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-15 compared with 2025-05-15 · 183 added, 138 removed, 327 unchanged (50% of the section changed)

37 unchanged sentences

Recent Developments

Removal from Nasdaq

On December 31, 2024, we received a letter (the “Notice”) from the Nasdaq stating that we no longer complied

with the requirements of IM-5101-2 (the “Rule”) for continued listing on Nasdaq.

Under the Rule, we were required to complete

its Business Combination within 36 months of the effectiveness of the Company’s IPO registration statement, or by December 27, 2024,

which we failed to do.

The Notice stated that a Form 25-NSE will be filed with the SEC, which will remove our securities from listing

and registration on Nasdaq.

The Form 25-NSE was filed with the SEC on June 4, 2025.

We listed our securities on the OTC Markets and are

currently quoted on OTCQB.

Promissory Notes

17 unchanged sentences

Technologies Corp.

On November 6, 2024, the Company entered an Amended and Restated Agreement

and Plan of Merger amending the April 1, 2024 Merger Agreement.

On November 11, 2024, the Company entered into Amendment No.

Merger Agreement, amending and restating certain defined terms in the Merger Agreement and the corresponding consideration schedule in

the Company Disclosure Schedule, to clarify that US NewCo will be a holder of membership interests in EM following the proposed merger

that is part of the Business Combination.

On February 10, 2025, the Company entered into Amendment No.

Merger Agreement restating certain recitals and defined terms in the Merger Agreement and the corresponding consideration schedule in

the Company Disclosure Schedule, clarifying the amount of Company Membership Units to be received by Korea NewCo and US NewCo in connection

with the transactions contemplated by the Merger Agreement.

On November 6, 2024, the

Company entered an Amended and Restated Agreement and Plan of Merger amending the April 1, 2024 Merger Agreement.

On November 11, 2024,

the Company entered into Amendment No.

1 to the Merger Agreement, amending and restating certain defined terms in the Merger Agreement

and the corresponding consideration schedule in the Company Disclosure Schedule, to clarify that US NewCo will be a holder of membership

interests in EM following the proposed merger that is part of the Business Combination.

On February 10, 2025, the

Company entered into Amendment No.

2 to the Merger Agreement restating certain recitals and defined terms in the Merger Agreement and

the corresponding consideration schedule in the Company Disclosure Schedule, clarifying the amount of Company Membership Units to be

received by Korea NewCo and US NewCo in connection with the transactions contemplated by the Merger Agreement.

Further, Amendment No.

2 amended and restated certain provisions of the Merger

Agreement such that the New EM board of directors after the Closing will consist of six directors, which shall initially include

six director nominees designated by EM and reasonably acceptable to the Company, insofar as those nominees are elected to the New EM board

of directors.

2 amended and restated certain provisions of the Merger Agreement such that the New EM board of directors after the Closing will consist

of six directors, which shall initially include six director nominees designated by EM and reasonably acceptable to the Company, insofar

as those nominees are elected to the New EM board of directors.

Finally, Amendment No.

2 replaced the form of the Amended and Restated Certificate of Incorporation to be filed immediately

following the Effective Time with the form attached as Exhibit A to Amendment No.

2 replaced the form of the Amended and Restated

Certificate of Incorporation to be filed immediately following the Effective Time with the form attached as Exhibit A to Amendment No.

On March 31, 2025, the Company

entered into Amendment No.

3 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

3”), which amended

the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

On June 11, 2025, the Company

entered into an Amendment No.

4 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

4”), by and among

the Company, the Company’s Merger Subsidiary LLC (“Merger Sub”), and EM, which amended the Amended and Restated Agreement

and Plan of Merger, dated as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company,

Merger Sub and EM, by among other things, extending the Agreement End Date of the Merger Agreement to September 30, 2025.

On July 21, 2025, the Company entered into an Amendment No.

5 to Amended and Restated Agreement and Plan of Merger (the “Amendment

5”), by and among the Company, Merger Sub, and EM, which amended the Amended and Restated Agreement and Plan of Merger, dated

as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company, Merger Sub and EM, by among

other things, acknowledging the previously disclosed termination of the Amended and Restated Merger Agreement, dated March 31, 2025, regarding

the acquisition of Critical Mineral Recovery, Inc.

and removing references to certain precedent step transactions related thereto.

Ancillary Agreements

12 unchanged sentences

the Company Equityholder Support and Lock-up Agreement.

Sponsor Support and

Lock-Up Agreement

Sponsor Support and Lock-Up

As a condition and inducement

10 unchanged sentences

CMR Merger Agreement

On February 10, 2025, the Company, EM, Merger Sub 3 (a newly formed

subsidiary of New LLC), Critical Mineral Recovery, Inc., a Missouri corporation (“CMR”), the Robert N.

Feldman Revocable Trust,

NiCo Metals Group LLC, and certain other entities, entered into the CMR Merger Agreement, which was amended and restated on March 31,

2025 in Amendment No.

Pursuant to the CMR Merger Agreement, Merger Sub 3 will merge with and into CMR, such that (i) the separate existence

of Merger Sub 3 shall cease and CMR shall be the surviving corporation and a wholly owned subsidiary of New LLC and (ii) the shareholders

of CMR shall receive (A) 22,500,000 shares of New EM Common Stock, and (B) cash in an amount of $125,000,000 in consideration for such

merger, and (iii) New EM will contribute cash in an amount equal to $50,000,000 to CMR to be used in part to repay CMR’s indebtedness.

Any remaining amount, after satisfying the debt obligations, will be retained on CMR’s balance sheet as cash, providing additional

financial flexibility to support its operations.

The consummation of the transactions contemplated by the Merger Agreement are conditioned

on the consummation of the acquisition of CMR and the Korean Companies.

On February 10, 2025, the

Company, EM, Merger Sub 3 (a newly formed subsidiary of New LLC), Critical Mineral Recovery, Inc., a Missouri corporation (“CMR”),

the Robert N.

Feldman Revocable Trust, NiCo Metals Group LLC, and certain other entities, entered into the CMR Merger Agreement, which

was amended and restated on March 31, 2025 in Amendment No.

Pursuant to the CMR Merger Agreement, Merger Sub 3 will merge with and

into CMR, such that (i) the separate existence of Merger Sub 3 shall cease and CMR shall be the surviving corporation and a wholly owned

subsidiary of New LLC and (ii) the shareholders of CMR shall receive (A) 22,500,000 shares of New EM Common Stock, and (B) cash in an

amount of $125,000,000 in consideration for such merger, and (iii) New EM will contribute cash in an amount equal to $50,000,000 to CMR

to be used in part to repay CMR’s indebtedness.

Any remaining amount, after satisfying the debt obligations, will be retained on

CMR’s balance sheet as cash, providing additional financial flexibility to support its operations.

The consummation of the transactions

contemplated by the Merger Agreement are conditioned on the consummation of the acquisition of CMR and the Korean Companies.

The CMR Merger Agreement

7 unchanged sentences

contemplated by the CMR Merger Agreement.

Under the terms of the Amended

and Restated Merger Agreement dated March 31, 2025 regarding the acquisition of CMR Merger Agreement, as previously filed in the Registration

Statement on Form S-4, the CMR Merger Agreement may be terminated in the event the business combination does not close by June 30, 2025.

On July 3, 2025, the CMR Merger Agreement was terminated (see Note 10).

Results of Operations

1 unchanged sentence

in any operations nor generated any operating revenues to date.

Our only activities for the period ended March 31, 2025 were in connection

Our only activities for the period ended June 30, 2025 were in connection

with the search for a prospective initial Business Combination.

7 unchanged sentences

For the three months ended

March 31, 2025, we had a net loss of $520,441, which primarily consists of operating expenses of $567,723, franchise taxes of $37,200

June 30, 2025, we had a net loss of $520,976, which primarily consists of operating expenses of $570,186, franchise taxes of $36,027

and a provision for income taxes of $13,081, partially offset by interest earned on cash held in the Trust Account in total of $98,318.

For the six months ended

June 30, 2025, we had a net loss of $1,041,417, which primarily consists of operating expenses of $1,137,909, franchise taxes of $73,227

and a provision for income taxes of $25,650, partially offset by interest earned on cash held in the Trust Account in total of $195,369.

For the three months ended

March 31, 2024, we had a net loss of $70,160, which primarily consists of operating expenses of $271,992, franchise taxes of $50,000

June 30, 2024, we had a net loss of $95,272, which primarily consists of operating expenses of $277,662, franchise taxes of $50,000 and

a provision for income taxes of $26,249, offset by interest earned on cash held in the Trust Account in total of $258,639.

For the six months ended

June 30, 2024, we had a net loss of $165,432, which primarily consists of operating expenses of $549,654, franchise taxes of $100,000

and a provision for income taxes of $35,098, offset by interest earned on cash held in the Trust Account in total of $519,320.

25 unchanged sentences

of a Business Combination by September 30, 2023, subject to the terms of the Underwriting Agreement.

For the three months ended

March 31, 2025, cash used in operating activities was $474,936.

For the six months ended

June 30, 2025, cash used in operating activities was $965,084.

Net cash provided by investing activities was $203,862 mainly reflecting

cash withdrawn from trust account to pay franchise and income taxes.

Net cash provided by financing activities was $760,748 mainly reflecting

proceeds from working capital loans entered into with the related party.

For the three months ended

March 31, 2024, cash used in operating activities was $373,737.

For the six months ended

June 30, 2024, cash used in operating activities was $568,316.

Net cash provided by investing activities was $19,173 mainly reflecting

cash withdrawn from trust account to pay franchise and income taxes.

Net cash provided by financing activities was $551,510 mainly reflecting

proceeds from convertible promissory notes entered into with the Sponsor.

At March 31, 2025, we had

proceeds from convertible promissory notes and working capital loans entered into with the related party.

At June 30, 2025, we had

cash held in the Trust Account of $12,249,440.

5 unchanged sentences

acquisitions and pursue our growth strategies.

For the three months ended March 31, 2025, the Company had no withdrawal from the Trust

Account in connection with redemption and to pay franchise and income taxes.

At March 31, 2025, we had

For the six months ended June 30, 2025, the Company had $203,862 withdrawal from the Trust

Account to pay franchise taxes.

At June 30, 2025, we had

operating cash of $711, outside of the Trust Account.

3 unchanged sentences

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

Through March 31, 2025,

the Company has withdrawn a total of $841,386 from the Trust Account for taxes of which was already utilized to pay for franchise and

income taxes.

Through December 31, 2024, the Company has withdrawn a total of $841,386 from the Trust Account for taxes of which was

already utilized to pay for franchise and income taxes.

As of March 31, 2025 and December 31, 2024, there is outstanding balance under

restricted cash.

For the period ended March 31, 2025 and December 31, 2024, amounts accrued and paid for interest and penalties related

to franchise tax were $0 and $7,935, respectively.

Through June 30, 2025, the

Company has withdrawn a total of $1,045,248 from the Trust Account for taxes of which was already utilized to pay for franchise and income

Through December 31, 2024, the Company has withdrawn a total of $841,386 from the Trust Account for taxes of which was already

utilized to pay for franchise and income taxes.

As of June 30, 2025 and December 31, 2024, there is no outstanding balance under restricted

For the period ended June 30, 2025 and December 31, 2024, amounts accrued and paid for interest and penalties related to franchise

tax were $0 and $7,935, respectively.

We monitor the adequacy

23 unchanged sentences

an Entity’s Ability to Continue as a Going Concern,” management determined that the liquidity condition and date for mandatory

liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through June 30,

liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through September

30, 2025, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date.

Management may

raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties

may raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties

to meet the Company’s working capital needs and to complete a Business Combination before the mandatory liquidation date.

3 unchanged sentences

The Company intends to complete a Business Combination before the mandatory liquidation date.

However, there can be no assurance that the Company will be able to consummate any Business Combination by June 30, 2025.

These unaudited

condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification

of the liabilities that might be necessary should the Company be unable to continue as a going concern.

The unaudited condensed consolidated

financial statements do not include any adjustments that might result from its inability to consummate a Business Combination or its

inability to continue as a going concern.

However, there can be no assurance that the Company will be able to consummate any Business Combination by September 30, 2025.

unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets

or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

The unaudited

condensed consolidated financial statements do not include any adjustments that might result from its inability to consummate a Business

Combination or its inability to continue as a going concern.

Related Party Transactions

30 unchanged sentences

On August 30, 2023, September

28, 2023, November 10, 2023, December 29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, and March 31, 2025,

the Company issued promissory notes in the principal amounts of $378,000, $22,000, $50,000, $15,000, $373,737, $177,773, $192,069, $448,287,

and $474,490, respectively (“Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, and 10,” respectively), to the Sponsor in exchange

28, 2023, November 10, 2023, December 29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, March 31, 2025

and June 30, 2025, the Company issued promissory notes in the principal amounts of $378,000, $22,000, $50,000, $15,000, $373,737, $177,773,

$192,069, $448,287, $474,490 and $286,259, respectively (“Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11,” respectively),

to the Sponsor in exchange for cash.

Working Capital Note 1,

25 unchanged sentences

the scope exception would apply, and the embedded conversion feature would fail to satisfy the third bifurcation condition within ASC

As of March 31, 2025 and

As of June 30, 2025 and

December 31, 2024, respectively, there was $2,296,371 outstanding under the Convertible Promissory Notes reported in Convertible promissory

notes – related party in the accompanying unaudited condensed consolidated balance sheets.

As of March 31, 2025 and

As of June 30, 2025 and

December 31, 2024, respectively, there were $2,501,714 and $1,740,966 outstanding under the Working Capital Notes reported in Working

2 unchanged sentences

and Welsbach Holdings Pte Ltd (the “Backstopper”), an affiliate of the Sponsor, entered into a backstop agreement (the “Backstop

Agreement”) pursuant to which the Backstopper guarantees any deficiency of restricted cash which may exist as of March 31, 2025,

Agreement”) pursuant to which the Backstopper guarantees any deficiency of restricted cash which may exist as of June 30, 2025,

and agrees to advance funds as needed to remedy any such deficiency.

1 unchanged sentence

We have no obligations,

assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025.

assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

We do not participate in transactions

9 unchanged sentences

In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per unit, or $2,704,690 from the closing

The Company issued two

promissory notes, each in the principal amount of $772,769 to the Sponsor.

These promissory notes bear no interest and are payable upon

the earlier to occur of (i) consummation of the Company’s initial Business Combination out of the proceeds of the Trust Account

released to the Company or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s

Business Combination into additional private units at a price of $10.00 per unit.

The Company issued two promissory

notes, each in the principal amount of $772,769 to the Sponsor.

These promissory notes bear no interest and are payable upon the earlier

to occur of (i) consummation of the Company’s initial Business Combination out of the proceeds of the Trust Account released to

the Company or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s Business

Combination into additional private units at a price of $10.00 per unit.

The Company issued six promissory

9 unchanged sentences

On August 30, 2023, September

28, 2023, November 10, 2023, December 29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, and March 31, 2025,

the Company issued Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, and 10, respectively, in the principal amounts of $378,000, $22,000,

$50,000, $15,000, $373,737, $177,773, $192,069, $448,287, and $474,490, respectively, to the Sponsor in exchange for cash.

As of both March 31, 2025

28, 2023, November 10, 2023, December 29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, March 31, 2025

and June 30, 2025, the Company issued Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11, respectively, in the principal amounts

of $378,000, $22,000, $50,000, $15,000, $373,737, $177,773, $192,069, $448,287, $474,490 and $286,259, respectively, to the Sponsor in

exchange for cash.

As of both June 30, 2025

and December 31, 2024, there was an aggregate of $2,296,371 outstanding under the Convertible Promissory Notes reported in Convertible

promissory notes – related party in the accompanying unaudited condensed consolidated balance sheets.

As of March 31, 2025 and

As of June 30, 2025 and

December 31, 2024, there were amounts of $2,501,714 and $1,740,966, respectively, outstanding under the Working Capital Notes reported

11 unchanged sentences

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

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the

“JOBS Act”) was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements

for qualifying public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to

comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing

to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards

on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As such, our unaudited condensed

consolidated financial statements may not be comparable to companies that comply with public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying

on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as

an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide

an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley

Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank

Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting

Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing

additional information about the audit and the unaudited condensed consolidated financial statements (auditor discussion and analysis)

and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance

and comparisons of executive compensation to median employee compensation.

These exemptions will apply for a period of five years following

the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

On April 5, 2012, the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law.

The JOBS Act contains provisions that, among other

things, relax certain reporting requirements for qualifying public companies.

We will qualify as an “emerging growth company”

and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private

(not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may

not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging

growth companies.

As such, our unaudited condensed consolidated financial statements may not be comparable to companies that comply with

public company effective dates.

Additionally, we are in

the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain

conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not

be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial

reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of

non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement

that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or

a supplement to the auditor’s report providing additional information about the audit and the unaudited condensed consolidated

financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation

between executive compensation and performance and comparisons of executive compensation to median employee compensation.

These exemptions

will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,”

whichever is earlier.

Critical Accounting Policies and Estimates

1 unchanged sentence

Common Stock Subject to Possible Redemption

We account for our common stock subject to possible redemption in accordance

with the guidance in FASB’s Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from

Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value.

Conditionally

redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject

to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity.

At all other times,

common stock is classified as stockholders’ equity.

Our common stock features certain redemption rights that are considered to be

outside of our control and subject to occurrence of uncertain future events.

Accordingly, common stock subject to possible redemption

is presented as temporary equity, outside of the stockholders’ equity section of our unaudited condensed consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock

to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable common

stock are affected by charges against additional paid in capital and accumulated deficit.

We account for our common

stock subject to possible redemption in accordance with the guidance in FASB’s Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability

instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our

control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future

Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’

equity section of our unaudited condensed consolidated balance sheets.

The Company recognizes changes in redemption value immediately

as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and

accumulated deficit.

Net Loss per Share of Common Stock

9 unchanged sentences

excluding shares of common stock subject to forfeiture by the Sponsor.

At March 31, 2025, the Company did not have any dilutive securities

At June 30, 2025, the Company did not have any dilutive securities

and/or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings

20 unchanged sentences

management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic

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 permitted.

2023-07 became effective as of December 31, 2024 and our management adopted ASU 2023-07 in our financial statements and related disclosures

(see Note 9).

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.

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 permitted.

ASU 2023-07 became effective as of December 31, 2024 and our management adopted

ASU 2023-07 in our financial statements and related disclosures (see Note 9).

Management does not believe

2 unchanged sentences

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information otherwise

required under this item.

We are a smaller reporting

company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are not

required to provide the information otherwise required under this item.

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-Q

Item 2. Management’s Discussion and Analysis