What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-10 compared with 2025-08-11 · 210 added, 123 removed, 86 unchanged (79% of the section changed)

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The following discussion and analysis of our financial condition and results of operations should be

read in conjunction with our unaudited financial statements and related notes herein.

We are a blank check company formed under the laws of Cayman Island

on June 13, 2023, for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization

or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our efforts

to identify a prospective target business will not be limited to a particular industry or geographic location but will initially focus

We have not selected any target business for our initial business combination or entered into an agreement with any target business

for our initial business combination.

read in conjunction with our unaudited condensed consolidated financial statements and related notes herein.

We are a blank check company formed under the

laws of Cayman Island on June 13, 2023, for the purpose of entering into a merger, share exchange, asset acquisition, share purchase,

recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target

business.” Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location

but will initially focus in Asia.

We have not selected any target business for our initial business combination.

We presently have no revenue, have had losses

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business combination will be successful.

Recent Development

June 30, 2025 Extraordinary General Meeting

Proposed Business Combination with Marine Thinking

On October 29, 2025, the Company entered into

a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “BCA”),

with Marine Thinking Inc.

(“Marine Thinking”), an autonomous ship and fleet solution providing company incorporated under

the Canada Business Corporations Act (“CBCA”), and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned

subsidiary of Eureka (the “Amalgamation Sub,” together with Eureka and Marine Thinking, the “Parties, “and each,

The BCA contemplates that the business combination

among Eureka, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the time

when the Amalgamation (as defined below) becomes effective (the “Amalgamation Effective Time”), Eureka shall complete the

deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration,

the domestication to Canada under the CBCA (the “SPAC Continuance”).

Upon the completion of the SPAC Continuance, the name

of Eureka shall be changed from “Eureka Acquisition Corp” to “Marine Thinking Holdings Inc.” or such other name

as the Parties may agree on;

and (ii) following the SPAC Continuance, and in accordance with the applicable provisions of the BCA and

in accordance with the CBCA, at the closing of the transactions contemplated by the BCA (the “Closing”), Marine Thinking and

the Amalgamation Sub shall amalgamate and continue as one company, being the Amalco (“Amalco”), under the terms and conditions

prescribed in the amalgamation agreement to be signed by Marine Thinking and Amalgamation Sub and in accordance with section 181 of the

CBCA (the “Amalgamation”).

Following the Amalgamation Effective Time, Amalco will become a direct wholly owned subsidiary

Support Agreement

Concurrently with the execution of the BCA, the

Sponsor, Eureka and Marine Thinking have entered into a support agreement (the “Support Agreement”) pursuant to which, among

other things, the Sponsor agreed to (i) vote, or cause to be voted or consented at any meeting of the shareholders of Eureka, or in any

action by written consent of the shareholders, all of its SPAC Shares (as defined in the BCA) which Eureka the Sponsor owns of record

or has the power to vote as of the record date for such meeting (the “Sponsor Shares”), (a) in favor of the approval and adoption

of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the Business Combination,

and (b) against the proposals in connection with other alternative business combinations other than the Business Combination with Marine

and (ii) not to transfer any Sponsor Shares until the Expiration Time (as defined in the Support Agreement).

Voting Agreement

Concurrent with the execution and delivery of

the BCA, Marine Thinking, Eureka, the Amalgamation Sub and certain shareholders of Marine Thinking (the “Requisite Shareholders”),

have entered into a voting agreement (the “Voting Agreement”), pursuant to which the Requisite Shareholders agreed to, among

other things, (i) vote, or cause to be voted or consented at a meeting of the holders of the common shares in the capital of Marine Thinking

(“Target Shareholders”), or in any action by written consent of the shareholders, all common shares of Marine Thinking which

the Requisite Shareholders own of record or have the power to vote (including any successor shares of Company of which ownership of record

or the power to vote is hereafter acquired by the Requisite Shareholders prior to the termination of the Company Voting Support Agreement)

(the “Subject Shares”), (a) in favor of the approval and adoption of the BCA and the Transactions contemplated thereby, and

any other matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection with

other alternative business combinations other than the Business Combination with Eureka;

and (ii) not to transfer any Subject Shares until

the Expiration Time (as defined in the Voting Agreement).

Registration Rights Agreement

The BCA contemplates that, at the Closing, Eureka,

the Sponsor, each of the Target Shareholders and certain other parties named therein will enter into an amended and restated registration

rights agreement (the “Registration Rights Agreement”), pursuant to which Eureka will agree to register for resale, pursuant

to applicable securities laws and regulations, with respect to the registrable securities held by the Holders (as defined in the Registration

Rights Agreement).

Lock-Up Agreements

The BCA contemplates that at the Closing, each

of the Sponsor and certain of the Target Shareholders will enter into a lock-up agreement (collectively, the “Lock-up Agreements”),

pursuant to which (i) the Sponsor agrees on certain restrictions on transfer of SPAC Class B Shares (as defined in the BCA) held by the

Sponsor immediately prior to the Closing;

and (ii) certain of the Target Shareholders agree on certain restrictions on transfer of SPAC

Shares held by them immediately after the Closing, including any shares issuable upon the exercise of any rights, options, warrants or

other securities to purchase any SPAC Shares held by them immediately after the Closing, or any rights, options, warrants or other securities

convertible into or exercisable or exchangeable for any SPAC Shares held by them immediately after the Closing.

The lock-up period commences

on the Amalgamation Effective Time and continues until the earlier of (i) three-hundred and sixty-five (365) days after the Closing, or

(ii) the date on which Eureka completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that

results in all of Eureka’s shareholders having the right to exchange their SPAC Shares or other equity securities of Eureka for

cash, securities or other property.

Option Purchase Agreement

On July 6, 2025, the Sponsor and Marine Thinking

entered into an option purchase agreement (as amended on September 2, 2025, the “Option Purchase Agreement”), pursuant to

which the Sponsor agreed to sell to Marine Thinking, and Marine Thinking agreed to purchase from the Sponsor, an option to purchase 583,333

SPAC Shares held by the Sponsor (the “Option Securities”) for an aggregate purchase price of $1,750,000.

The aggregate exercise

price of the option itself is $1.00 for all of the Option Securities.

The options are exercisable for the period commencing on the

expiration or early release of applicable transfer restrictions on the Option Securities (as provided in the letter agreement dated July

2, 2024 entered into by and among Eureka, the Sponsor and certain other parties in connection with the IPO) and ending on July 5, 2026.

September 23, 2025, Marine Thinking entered into an option assignment agreement (the “Option Assignment Agreement”) and assigned

its rights, interests and obligations in whole under the Option Purchase Agreement to a company that is owned by the current shareholders

of Marine Thinking in substantially similar proportions as their respective shareholdings in Marine Thinking.

Finder’s Agreement

On April 1, 2025, Eureka entered into a finder’s

agreement (the “Finder’s Agreement”) with Alpha Innovators Limited, a British Virgin Islands exempted company (the “Finder”),

pursuant to which the Finder agreed to introduce potential targets to Eureka.

If Eureka consummates a business combination with one or

more targets introduced by the Finder during the term of the Finder’s Agreement and a period of twelve (12) months following the

termination of the Finder’s Agreement, then Eureka shall issue to the Finder or its designated affiliates, upon the completion of

each business combination(s) and as complete and full compensation for the Finder under Finder’s Agreement, a number of SPAC Class

A Shares equal to the quotient obtained by dividing 3% of the Company Valuation (as defined in the BCA) by the Redemption Price (as defined

June 2025 Shareholder Meeting

On June 30, 2025, the Company held an extraordinary

general meeting in lieu of an annual meeting of shareholders (the “Extraordinary General Meeting”).

At the Extraordinary General Meeting, the shareholders of the Company

approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s Second Amended and Restated Memorandum

and Articles of Association, which provided that the Company has until July 3, 2025 to complete a business combination, and may elect

to extend the period to consummate a business combination up to two times, each by an additional three-month extension, for a total of

up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended and Restated

Memorandum and Articles of Association (the “Current Charter”) to provide that the Company has until July 3, 2025 to complete

a business combination, and may elect to extend the period to consummate a business combination up to 12 times, each by an additional

one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026.

The Company agreed that it

would not withdraw any interest from the Trust Account for payment of dissolution expenses.

In connection with the Extraordinary General Meeting, 2,819,767 Class

A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) were rendered for redemption,

and approximately $29.45 million was released from the Trust Account (as defined below) to pay such redeeming shareholders.

30, 2025, the Company accrued approximately $29.45 million redemption payment liability on its balance sheet.

At the Extraordinary General Meeting, the shareholders

of the Company approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s Second Amended and Restated

Memorandum and Articles of Association, which provided that the Company has until July 3, 2025 to complete a business combination, and

may elect to extend the period to consummate a business combination up to two times, each by an additional three-month extension, for

a total of up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended

and Restated Memorandum and Articles of Association (the “Current Charter”) to provide that the Company has until July 3,

2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to 12 times, each

by an additional one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026.

agreed that it would not withdraw any interest from the Trust Account for payment of dissolution expenses.

In connection with the Extraordinary General Meeting,

2,819,767 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) were rendered

for redemption, and approximately $29 million was released from the Trust Account (as defined below) to pay such redeeming shareholders.

Trust Amendment

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Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (the “Trustee”).

The Trust Amendment provides that, among the others,

for each Monthly Extension, the amount of $150,000 (the “Monthly Extension Fee”) shall be deposited into the trust account

of the Company (the “Trust Account”), and, in the event that the Monthly Extension Fee is not being deposited into the trust

account by the 3rd day of each month since July 3, 2025, the Company has a period of thirty (30) days (the “Cure Period”)

The Trust Amendment provides that, among other

things, for each Monthly Extension, the amount of $150,000 (the “Monthly Extension Fee”) shall be deposited into the trust

account of the Company (the “Trust Account”), and, in the event that the Monthly Extension Fee is not being deposited into

the trust account by the 3rd day of each month since July 3, 2025, the Company has a period of thirty (30) days (the “Cure Period”)

to pay any applicable past due payment for the Monthly Extension Fee.

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with the same effect as if the Company failed to complete a business combination within the prescribed timeline.

Extensions and Extension Notes

Pursuant to the Current Charter, the Company currently

has until September 3, 2025 to complete its business combination, which may be extended up to July 3, 2026 if fully extended by Monthly

As of the date hereof, an aggregate of $300,000 of the Monthly Extension Fee has been deposited into the Trust

On or about July 2, 2025, an aggregate of $150,000

of the Monthly Extension Fee was deposited into the Trust Account of the Company for the public shareholders, which enables the Company

to extend the period of time it has to consummate its initial business combination by one month from July 3, 2025 to August 3, 2025, which

was made by the Company from its working capital.

On July 31, 2025, the Company deposited the Monthly

Extension Fee of $150,000 into the Trust Account to extend the date by which the Company can complete an initial business combination

to September 3, 2025.

On August 4, 2025, the Company issued an unsecured promissory note in the aggregate principal amount of $150,000

(the “Extension Note”) to the Sponsor in connection with the payment of Monthly Extension Fee.

The Extension Note bears no

interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii)

the date of expiry of the term of the Company.

The Sponsor, has the right, but not the obligation, to convert the Extension Note, in whole

or in part, respectively, into private units (the “Extension Units”) of the Company, each consisting of one Class A ordinary

share of the Company and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of a business combination.

has until March 3, 2026 (or up to July 3, 2026 if fully extended) to complete its business combination (the “Combination Period”).

If the Company is unable to complete its initial Business Combination by the Combination Period, the Company 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

(which interest shall be net of taxes payable) 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 liquidation distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining

shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide

for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions

with respect to its public rights or private placement rights, which will expire worthless if the Company fails to complete its initial

Business Combination by the Combination Period.

As of the date hereof, an aggregate of $1,200,000

of the Monthly Extension Fee has been deposited into the Trust Account, among which $150,000 was paid by the Company from its working

capital and $1,050,000 was paid by the Sponsor.

In connection with the Sponsor’s payment of the Monthly Extension Fee, the Company

issued seven unsecured promissory notes in the aggregate principal amount of $1,050,000 (the “Extension Notes”) to the Sponsor.

The Extension Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of a business combination

or (ii) the date of expiry of the term of the Company.

The Sponsor, has the right, but not the obligation, to convert the Extension Notes,

in whole or in part, respectively, into private units (the “Extension Units”) of the Company, each consisting of one Class

A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of a business combination.

The number of Extension Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing

(x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.

Results of Operations and Known Trends or Future Events

Results of Operations and Known Trends or Future

We have neither engaged in any operations nor

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Our only activities since inception have been organizational activities as well as activities related

to the IPO and searching for targets to complete a business combination.

Following the IPO, we will not generate any operating revenues

until after the completion of a business combination, at the earliest.

We will generate non-operating income in the form of dividend and/or

interest income from the proceeds derived from the IPO and sale of Private Units.

Since the completion of the IPO, we expect to incur

increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well

as for expenses associated with the search for target opportunities.

For the three months ended June 30, 2025, we had

a net income of $354,378, which consisted of interest income from the Trust Account of $605,749, partially offset by general and administrative

expenses of $251,371.

For the three months ended June 30, 2024, we had

a net loss of $29,349, all of which consisted of formation and operating expenses.

For the nine months ended June 30, 2025, we had

a net income of $1,304,272, which consisted of interest income from the Trust Account of $1,894,408, partially offset by general and administrative

expenses of $590,136.

For the nine months ended June 30, 2024, we had a net loss of $113,248, all of which consisted of formation and

operating expenses.

to the IPO, searching for targets to complete a business combination and preparing the Transactions.

Following the IPO, we will not generate

any operating revenues until after the completion of a business combination, at the earliest.

We will generate non-operating income in

the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private Units.

Since the completion of

the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

compliance), as well as for expenses associated with the search for target opportunities.

For the three months ended December 31, 2025, we had a net loss of

$118,289, which consisted of interest income from the Trust Account of $299,353, partially offset by general and administrative expenses

Cash used in operating activities was $168,634.

Changes in operating assets and liabilities provided $249,008 of cash for

operating activities.

For the three months ended December 31, 2024,

we had a net income of $542,018, which consisted of interest income from the Trust Account of $694,056, partially offset by general and

administrative expenses of $152,038.

Cash used in operating activities was $118,321.

Changes in operating assets and liabilities provided

$33,717 of cash for operating activities.

Liquidity and Capital Resources

As of June 30, 2025, we had cash of $274,174 available for working

capital needs.

For the nine months ended June 30, 2025, the cash balance was reduced by $396,178, all of which consisted of cash used

in operating activities.

For the nine months ended June 30, 2024, cash balance was increased by $57,877, which consisted of cash provided

by financing activities of $118,236 offset by cash used in operating activities of $60,359.

We intend to use substantially all of the net

proceeds of the IPO, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses

relating thereto.

To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination,

the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance

the operations of the target business.

Such working capital funds could be used in a variety of ways including continuing or expanding

the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of

our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

Over the next 12 months (assuming a business combination

is not consummated prior thereto), we will be using the funds held outside of the Trust Account for identifying and evaluating prospective

acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants

or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses,

selecting the target business to acquire and structuring, negotiating and consummating the business combination.

As of December 31, 2025, we had cash of $32,797

available for working capital needs.

We intend to use substantially all of the net proceeds of the IPO, including the funds held in the

Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto.

To the extent that our share capital

is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account

as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business.

working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for

strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay

any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the

funds available to us outside of the Trust Account were insufficient to cover such expenses.

If our estimates of the costs of undertaking in-depth

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we may need to obtain additional financing in order to meet our obligations.

As of June 30, 2025, the Company had $274,174 of cash and a working

capital of $94,338 (excluding public shareholder redemption payable as redemptions are paid out of the Trust Account).

The Company has

incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

The Company currently has

no commitments in place to receive such financing and there is no assurance that the Company’s plans to raise capital will be successful.

In addition, the Company currently has until September 3, 2025 to consummate the initial business combination (or up until July 3, 2026

if fully extended).

If the Company does not complete a business combination within the prescribed period, the Company will trigger an

automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.

Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility

that the business combination might not be completed within the 12-month period from the issuance date of these financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard

Board’s Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern”, management

has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, along with

the need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern until

the earlier of the consummation of the business combination or the date the Company is required to liquidate.

The financial statements

do not include any adjustments that might result from the Company’s inability to continue as a going concern.

As of December 31, 2025, the Company had $32,797

of cash and a working capital deficit of $1,492,915.

The Company has incurred and expects to continue to incur significant costs in pursuit

of its financing and acquisition plans.

The Company currently has no commitments in place to receive such financing and there is no assurance

that the Company’s plans to raise capital will be successful.

In addition, the Company has until July 3, 2026 to consummate the

initial business combination assuming full extensions.

If the Company does not complete a business combination within the Combination

Period, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated

memorandum and articles of association.

Notwithstanding management’s belief that the Company would have sufficient funds to execute

its business strategy, there is a possibility that business combination might not be completed within the 12-month period from the issuance

date of these financial statements.

In connection with the Company’s assessment of going concern considerations in accordance

with Financial Accounting Standard Board’s Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements

- Going Concern”, management has determined that the mandatory liquidation, should a Business Combination not occur, and potential

subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Company’s ability

to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to

The audited consolidated financial statements do not include any adjustments that might result from the Company’s inability

to continue as a going concern.

The Company has entered into several agreements

with financial advisors in connection with identifying and consulting with the Company with respect to the potential acquisition targets.

Any fees under these agreements are deemed by the Company to be success fees, and are only earned by the financial advisors, and do not

become due and payable to them until the Company completes an initial Business Combination with a target identified by that financial

As of the financial statements issue date, the Company has determined that the possibility of the business combination with any

potential target identified by a financial advisor is not probable.

Any fees under these agreements are only earned by the financial advisors, and do not become due and payable to them until the Company

completes an initial Business Combination with a target identified by that financial advisor.

As of the financial statements issue date,

the Company has determined that the possibility of the business combination with any potential target identified by a financial advisor

is not probable.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities

that would be considered off-balance sheet arrangements as of June 30, 2025.

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.

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.

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

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

of June 30, 2025, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

As of December 31, 2025, we do not have any long-term debt,

capital lease obligations, operating lease obligations or long-term liabilities.

The founder shares, the Class A Ordinary Shares

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Critical Accounting Estimates

In preparing these unaudited condensed financial

statements in conformity with U.S.

GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting

In preparing these unaudited condensed consolidated

financial statements in conformity with U.S.

GAAP, management makes estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses

during the reporting period.

Making estimates requires management to exercise

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Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting

Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

The Company will be required to adopt ASU 2023-07 using the retrospective method of adoption in its annual financial statements

for the year ending September 30, 2025, and in its interim financial statements for the three months ending December 31, 2025.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic

Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax

ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-09 on October 1, 2025;

adoption of the ASU did not have any impact on its financial statements.

Management does not believe that any other recently

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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