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Item 7. Management’s Discussion and Analysis

2026-03-27 compared with 2025-03-25 · 245 added, 167 removed, 16 unchanged (96% of the section changed)

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

Cautionary Note Regarding Forward-Looking

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

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

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

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

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

Such forward-looking

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

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

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

21E of the Exchange Act.

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

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

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

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

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

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

3 unchanged sentences

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

statement and the notes thereto contained elsewhere in this Report.

are a blank check company incorporated in the Cayman Islands on May 13, 2024, formed for the purpose of effecting a Business Combination

with one or more businesses or entities.

We intend to effectuate our Business Combination using cash derived from the proceeds of the

Initial Public Offering and the Private Placement, our shares, debt or a combination of cash, shares and debt.

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

We cannot assure our shareholders that our plans

to complete a Business Combination will be successful.

We may seek to extend the Combination Period consistent with applicable

laws, regulations and stock exchange rules by amending our Amended and Restated Charter.

Such an amendment would require the approval

of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with

the vote on such approval.

Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect

our ability to maintain our listing on Nasdaq.

In addition, the Nasdaq Rules currently require SPACs (such as us) to complete our initial

Business Combination in accordance with the Nasdaq 36-Month Requirement.

If we do not meet the Nasdaq 36-Month Requirement, our securities

will likely be subject to a suspension of trading and delisting from Nasdaq.

statements and the notes thereto included elsewhere in this Report.

are a blank check company incorporated in the Cayman Islands on May 13, 2024, for the purpose of effecting a Business Combination.

Sponsor is Launch Two Sponsor LLC.

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

Combination, we are focusing our search on technology and software infrastructure companies whose products and services target financial

services, real estate and asset management companies.

We are an early stage and emerging growth company and, as such, we are subject to

all of the risks associated with early stage and emerging growth companies.

We expect to continue to incur significant costs in the pursuit

of our acquisition plans.

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

Our IPO Registration Statement

became effective on October 7, 2024.

On October 9, 2024, we consummated our Initial Public Offering of 23,000,000 Units, including 3,000,000

Option Units issued pursuant to the full exercise of the Over-Allotment Option.

Each Unit consists of one Public Share and one-half of

one Public Warrant.

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $230,000,000.

Simultaneously

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

of an aggregate of 7,075,000 Private Placement Warrants to the Sponsor and Cantor in the Private Placement at a purchase price of $1.00

per Private Placement Warrant, generating gross proceeds to us of $7,075,000.

Of those 7,075,000 Private Placement Warrants, the Sponsor

purchased 4,500,000 Private Placement Warrants and Cantor purchased 2,575,000 Private Placement Warrants.

The Private Placement Warrants

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

the closing of the Initial Public Offering and Private Placement, an amount of $231,150,000 from the net proceeds of the Initial

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

acting as trustee.

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

government securities, within

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

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

(d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing

demand deposit accounts at a U.S.

chartered commercial bank with consolidated assets of $100 billion or more selected by the Trustee

that is reasonably satisfactory to us, until the earlier of:

(x) the completion of the Business Combination and (y) the distribution

of the Trust Account, as described below.

have until October 9, 2026 (24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may

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

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

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

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

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

Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive

further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations

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

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

and Restated Articles.

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

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

Such redemptions will

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

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

Nasdaq 36-Month Requirement.

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

trading and delisting from Nasdaq.

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

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

Results of Operations

We have neither engaged in any operations nor generated any revenues

Our only activities from May 13, 2024 (inception) through December 31, 2024 were organizational activities, those necessary to

prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company

for a Business Combination.

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

Subsequent to the Initial Public Offering, 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, among others), as well as for due diligence expenses.

For the year ended from May 13, 2024 (inception)

through December 31, 2024, we had net income of $2,108,350, which consists of interest income on cash and marketable securities held

in the Trust Account of $2,281,141 and interest on operating cash of $394, partially offset by general and administrative costs of $173,185.

Factors That May

Adversely Affect our Results of Operations

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

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

Our results of operations and

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

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

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

in Ukraine and the Middle East.

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

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

Liquidity and Capital Resources

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 per share, by the Sponsor and loans from the Sponsor

pursuant to the IPO Promissory Note.

On May 13, 2024, the Sponsor loaned us an aggregate of up to $300,000

to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note.

This loan was non-interest bearing and payable

on the earlier of December 31, 2024, or the date on which we consummated the Initial Public Offering.

We repaid all the outstanding balance

of the IPO Promissory Note at the closing of the Initial Public Offering on October 9, 2024.

Borrowings under the IPO Promissory Note

are no longer available.

We consummated the Initial Public Offering of 23,000,000 Units at $10.00

per Unit, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option., generating gross proceeds

of $230,000,000.

Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase

Agreements, we consummated the sale of an aggregate of 7,075,000 Private Placement Warrants at a price of $1.00 per Private Placement

Warrant, in a private placement to the Sponsor and Cantor, the representative of the underwriters of the Initial Public Offering, generating

gross proceeds of $7,075,000.

For the period from May 13, 2024 (inception) through December 31, 2024,

cash used in operating activities was $334,067.

Net income of $2,108,350 was affected by interest earned on marketable securities held

in the Trust Account of $2,281,141, payment of operation costs through the IPO Promissory Note of $82,301 and formation costs applied

to prepaid contributed by the Sponsor through the IPO Promissory Note of $5,106, Changes in operating assets and liabilities used $248,683

of cash for operating activities.

As of December 31, 2024, we had marketable securities held in the Trust

Account of $233,431,141.

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

interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination.

To the extent that our

share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held

in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions

and pursue our growth strategies.

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

the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based

on our Management’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct

the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an

interest-bearing demand deposit account at a bank.

As of December 31, 2024, we had cash of $935,701.

We use the funds

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

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

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

In order to fund working capital deficiencies or finance transaction

costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may,

but are not obligated to, loan us Working Capital Loans as may be required.

If we complete a Business Combination, we would repay such

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

Our only activities since May 13, 2024 (inception) through

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

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

We will not generate

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

We have generated non-operating income in the form

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

We expect to incur increased expenses as

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

for due diligence expenses.

Liquidity, Capital Resources and Going

Following the Initial Public

Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $231,150,000 was placed in the

Trust Account.

We incurred fees of $15,615,485 in the Initial Public Offering, consisting of $4,000,000 of cash underwriting fee, the

Deferred Fee of $10,950,000 and $665,485 of other offering costs.

As of December 31, 2025 and

the period from May 13, 2024 (inception) through December 31, 2024, we had $610,622 and $334,067, respectively of cash in our operating

As of December 31, 2025 and the period from May 13, 2024 (inception) through December 31, 2024, we had a working capital deficit

of $909,063 and $173,185, respectively.

As of December 31, 2025 and the period from May 13, 2024 (inception) through December 31, 2024,

$9,819,897 and approximately $2,281,141, respectively, of the amount earned on funds held in the Trust Account was available to pay taxes,

As of December 31, 2025 and

2024, we had marketable securities held in the Trust Account of $243,358,236 and $233,538,339, respectively (including approximately $9,819,897

and $2,281,141, respectively, of interest income).

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

use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account

(which interest shall be net of income taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination.

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

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

other acquisitions and pursue our growth strategies.

To mitigate the risk that

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

investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related

to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account

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

As of December 31, 2025

and 2024, we had cash held outside of the Trust Account of approximately $250,079 and $935,701, respectively.

We use the funds held

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

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

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

complete a Business Combination.

Our liquidity needs through

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

Shares, (ii) a loan pursuant to the IPO Promissory Note and (iii) the net proceeds from the consummation of the Initial Public Offering

and the Private Placement held outside the Trust Account.

IPO Promissory Note

Prior to the closing of our

Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses

related to the Initial Public Offering.

Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2024

or the completion of our Initial Public Offering.

The loan of $300,000 was fully repaid upon the consummation of our Initial Public Offering

on October 9, 2024.

No additional borrowing is available under the IPO Promissory Note.

Working Capital Loans

In the event that a Business Combination does not close, we may use a portion of the working capital held outside

the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment.

$1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00

per warrant at the option of the lender.

In order to fund working capital

deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors

or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required.

If we complete a Business Combination,

we will repay such Working Capital Loans.

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

capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such

Up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a

price of $1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

Except for the foregoing,

the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working

Capital Loans.

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 Business Combination.

we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant

number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur

debt in connection with such Business Combination.

Other than as set forth above, the terms

of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.

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

Going Concern

In connection with our assessment

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

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

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

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

In addition, Management has determined

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

for the purpose of liquidating.

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

plans to consummate an initial Business Combination prior to the end of the Combination Period.

No adjustments have been made to the carrying

amounts of assets or liabilities should we be required to liquidate after October 9, 2026.

There can be no assurance that our plans to

raise capital or to consummate an initial Business Combination will be successful.

Contractual Obligations

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as set for the below.

Administrative Services Agreement

Commencing on October 8, 2024,

and until completion of our initial Business Combination or liquidation, we reimburse an affiliate of our Sponsor $12,500 per month for

certain office space, utilities and secretarial and administrative services as may be reasonably required by our Company pursuant to the Administrative

Services Agreement.

Under the Administrative Services Agreement, there was $34,274 incurred and paid as of December 31, 2024.

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

Administrative Services

on October 8, 2024, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $12,500

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

of December 31, 2025 and the period from May 13, 2024 (inception) through December 31, 2024, we incurred $150,000 and $0, respectively,

in fees for these services, of which such amount is included in accrued expenses in the balance sheets of the financial statements included

elsewhere this Report.

Underwriting Agreement

The underwriters of the Initial

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

Units to cover over-allotments, if any.

On October 9, 2024, simultaneously with the closing of the Initial Public Offering, the Over-Allotment

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

The underwriters of the Initial Public Offering were entitled to a

cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the Units offered in the Initial Public Offering, excluding any

proceeds from the Option Units sold pursuant to the full exercises of the Over-Allotment Option), which was paid at the closing of the

Initial Public Offering.

Additionally, the underwriters are entitled to the Deferred Fee of (i) 4.50% of the gross proceeds of the Initial

Public Offering, excluding any proceeds from the Option Units sold pursuant to the full exercises of the Over-Allotment Option, and (ii)

6.50% of the gross proceeds sold pursuant to the exercise of the Over-Allotment Option, $10,950,000 in the aggregate payable upon the

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

We granted the Underwriters

a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments,

On October 9, 2024, the Underwriters fully exercised their Over-Allotment Option.

The Underwriters were paid

a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the Units offered in the Initial Public Offering).

Additionally,

the Underwriters are entitled to the Deferred Fee of (i) 4.50% of the gross proceeds of the base Initial Public Offering held in the Trust

Account and (ii) 6.50% of the gross proceeds of the Over-Allotment Option, which equates to $10,950,000 in the aggregate following

the full exercise of the Over-Allotment Option and is payable to the Underwriters, upon the completion of the initial Business Combination

subject to the terms of the Underwriting Agreement.

Registration Rights

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

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

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

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

The holders of the majority of these securities are entitled to make up

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

In addition, the holders have certain “piggyback”

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

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

Cantor may only make a demand on one

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

In addition, Cantor may

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

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

Letter Agreement

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

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

within the Combination Period.

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

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

within the Combination Period.

Additionally,

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

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

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

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

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

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

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

The holders of the Founder

Shares have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issued upon conversion

thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date

on which we complete a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results

in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property.

permitted transferees will be subject to the same restrictions and other agreements of such initial holders of the Founder Shares with

respect to any Founder Shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price of the Class A

Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial

Business Combination or (2) if we consummate a transaction after the initial Business Combination that results in our shareholders

having the right to exchange their Ordinary Shares for cash, securities or other property, the Founder Shares will be released from the

Critical Accounting

The preparation of audited financial statements and related disclosures

in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities,

disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the period reported.

Making estimates requires Management to exercise significant judgement.

It is at least reasonably possible that the estimate of the effect

of a condition, situation or set of circumstances that existed at the date of the financial statements, which Management considered in

formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could

materially differ from those estimates.

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

Accounting Standards

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

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

The amendments in

ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to

the chief operating officer decision maker (the “CODM”), as well as the aggregate amount of other segment items included in

the reported measure of segment profit or loss.

ASU 2023-07 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 FASB ASC Topic 280,

“Segment Reporting” (“ASC 280”), in interim periods, and entities with a single reportable segment are required

to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment disclosures in ASC 280.

was s effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,

2024, with early adoption permitted.

We adopted ASU 2023-07 as required for the year ended December 31, 2024.

The adoption required

us to provide additional disclosure, but otherwise it does not materially impact the financial statement contained elsewhere in the Report.

Estimates and Standards

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

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

of contingent assets and liabilities, in our financial statements.

These accounting estimates require the use of assumptions about matters,

some of which are highly uncertain at the time of estimation.

Management bases its estimates on historical experience and on various other

assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate

these estimates on an ongoing basis.

To the extent actual experience differs from the assumptions used, our financial statements and notes

thereto included elsewhere in this Report could be materially affected.

We believe that the following accounting policies involve a higher

degree of judgment and complexity.

As of December 31, 2025 and 2024, we did not have any critical accounting estimates to be disclosed.

Recent Accounting

In November 2024, the FASB

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

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

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

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.

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

Management does not believe

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

financial statement.

and Qualitative Disclosures about Market Risk.

that there are any other recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material

effect on the financial statements and notes thereto included elsewhere in this Report.

Quantitative and Qualitative Disclosures

about Market Risk.

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 Data.

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

Financial Statements and Supplementary

Reference is made to pages F-1 through F-21 comprising a portion of

this Report, which are incorporated herein by reference.

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

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