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Item 7. Management’s Discussion and Analysis

2026-03-27 compared with 2025-03-27 · 166 added, 235 removed, 24 unchanged (94% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

The following discussion and analysis

of our results of operations and financial condition should be read together with our consolidated financial statements and the notes

thereto and other financial information, which are included elsewhere in this Report.

Our financial statements have been prepared in accordance

In addition, our financial statements and the financial information included in this Report reflect our organizational

transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.

were incorporated in the State of Delaware on January 7, 2019.

Management’s Discussion and

Analysis of Financial Condition and Results of Operations

The following discussion

and analysis of our results of operations and financial condition should be read together with our consolidated financial statements

and the notes thereto and other financial information, which are included elsewhere in this Report.

Our financial statements have been

prepared in accordance with U.S.

In addition, our financial statements and the financial information included in this Report reflect

our organizational transactions and have been prepared as if our current corporate structure had been in place throughout the relevant

We were incorporated in the

State of Delaware on January 7, 2019.

We are a travel service provider.

We currently provide car services to

individual and group travelers.

We currently offer carpooling, airport pick-up and drop-off, and personal driver services for travelers

between Guangdong Province and Hong Kong.

We collaborate with car fleet companies and charge a service fee by matching the traveler and

Redefining the user experience, we aim to provide our users with comprehensive and convenient service offerings and

become a one-stop travel booking resource for travelers.

We currently provide car services to individual and group travelers.

We currently offer carpooling, airport pick-up and drop-off, and personal driver services for travelers between Guangdong Province and

We collaborate with car fleet companies and charge a service fee by matching the traveler and the driver.

Redefining the user

experience, we aim to provide our users with comprehensive and convenient service offerings and become a one-stop travel booking resource

for travelers.

While network scale is important, we recognize that transportation happens locally.

We currently operate in two markets – Guangdong Province and Hong Kong

and plan to expand our offering in more oversea markets.

We currently operate in two markets

– Guangdong Province and Hong Kong and plan to expand our offering in more oversea markets.

Transfers of Cash to and from Our Subsidiaries

Group Inc is a holding company incorporated in Delaware with no material operations of its own, and we conduct our business through our

indirectly wholly-owned subsidiaries, Pony HK, in Hong Kong and Universe Travel, in Shenzhen.

We currently do not rely on dividends and

other distributions on equity to be paid by our Hong Kong or Shenzhen subsidiaries to fund our cash and financing requirements, including

the funds necessary to pay dividends and other cash distributions to our stockholders, to service any debt we may incur and to pay our

operating expenses.

Currently, substantially all of our operations are

in Hong Kong from Pony HK and in Shenzhen from Universe Travel.

Pony HK is the parent of a wholly-owned subsidiary, Universe Travel Culture

& Technology Ltd., that is incorporated in the PRC.

We do not intend to set up any subsidiary or enter into any contractual arrangements

to establish a VIE structure with any entity in China.

Hong Kong is a special administrative region of the PRC and the basic policies

of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic

of China (the “Basic Law”), providing Hong Kong with a high degree of autonomy and executive, legislative and independent

judicial powers, including that of final adjudication under the principle of “one country, t wo systems”.

regulations of the PRC do not currently have any material impact on any future transfer of cash either from us to Pony HK or from Pony

HK to us and the investors in the U.S.

In addition, there are no restrictions or limitations under the laws of Hong Kong imposed on the

conversion of Hong Kong dollar or the Chinese Yuan into foreign currencies and the remittance of currencies out of Hong Kong or across

borders and to U.S investors.

are permitted under the Delaware law to provide funding to our subsidiaries, including Pony HK and Universe Travel, through loans or capital

contributions without restrictions on the amount of the funds.

There are no significant restrictions or limitations on our ability to

distribute earnings from our businesses, including our subsidiaries, to the U.S.

Specifically, under PRC laws and regulations,

Universe Travel is a wholly foreign-owned enterprise in China.

As such, Universe Travel may pay dividends only out of its accumulat ed

after-tax profits as determined in accordance with PRC accounting standards and regulations.

In addition, a wholly foreign-owned enterprise

is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds

until the aggregate amount of such funds reaches 50% of its registered capital.

At its discretion, a wholly foreign-owned enterprise may

allocate a portion of its after-tax profits based on PRC accounting standards to staff welfare and bonus funds.

These reserve funds and

staff welfare and bonus funds are not distributable as cash dividends.

addition, Pony HK is permitted under the laws of Hong Kong to provide funding to Pony Group Inc, the holding company incorporated in Hong

Kong, and to Pony HK’s subsidiary, Universe Travel, a company incorporated in the PRC, through dividend or other distribution without

Pony Group Inc is a holding

company incorporated in Delaware with no material operations of its own, and we conduct our business through our indirectly wholly-owned

subsidiaries, Pony HK, in Hong Kong and Universe Travel, in Shenzhen.

We currently do not rely on dividends and other distributions on

equity to be paid by our Hong Kong or Shenzhen subsidiaries to fund our cash and financing requirements, including the funds necessary

to pay dividends and other cash distributions to our stockholders, to service any debt we may incur and to pay our operating expenses.

Currently, substantially all of our operations are in Hong Kong from Pony HK and in Shenzhen from Universe Travel.

Pony HK is the parent

of a wholly-owned subsidiary, Universe Travel Culture & Technology Ltd., that is incorporated in the PRC.

We do not intend to set

up any subsidiary or enter into any contractual arrangements to establish a VIE structure with any entity in China.

Hong Kong is a special

administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong

Special Administrative Region of the People’s Republic of China (the “Basic Law”), providing Hong Kong with a high

degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle

of “one country, two systems”.

The laws and regulations of the PRC do not currently have any material impact on any future

transfer of cash either from us to Pony HK or from Pony HK to us and the investors in the U.S.

In addition, there are no restrictions

or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar or the Chinese Yuan into foreign currencies

and the remittance of currencies out of Hong Kong or across borders and to U.S investors.

We are permitted under the

Delaware law to provide funding to our subsidiaries, including Pony HK and Universe Travel, through loans or capital contributions without

restrictions on the amount of the funds.

Further, Pony HK and Universe Travel currently intend to retain all available funds and future

earnings, if any, for the operation and expansion of its business and does not anticipate declaring or paying any dividends in the foreseeable

future As of the date of this Report, there has been no dividends, distributions or cash transfer between our holding company and our

subsidiaries nor do we expect such dividends, distributions or cash transfers to occur in the foreseeable future among our holding company

and its subsidiaries.

Accordingly, we currently do not have, nor we anticipate to have in the future, cash management policies that dictate

how funds are transferred between our holding company and its subsidiaries.

there are no restrictions on foreign exchange or our ability to transfer cash between entities within our group, across borders, or to

However, the PRC government has significant authority to intervene or influence the China operations of an offshore holding

company at any time, and such oversight may also extend to our Hong Kong operating company.

We cannot assure you that the PRC government

will not prevent us from transferring the cash we maintain in Hong Kong outside of Hong Kong, or restrict our ability to deploy our cash

into business or to pay dividends.

We could also be subject to limitations on the transfer or the use of our cash if we expand our business

operations into China or conduct our operations in some other ways such that we become subject to PRC laws that regulate these activities.

In addition, if Pony HK or Universe Travel incur debt on its own behalf in the future, the instruments governing the debt may restrict

its ability to pay dividends or make other distribu tions to us.

To the extent cash and/or assets in the business is in Pony HK

or Universe Travel, the cash and/or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due

to interventions in or the imposition of restrictions and limitations on our ability or on our subsidiaries by the PRC government to transfer

such cash and/or assets.

As such, any limitation on our ability to transfer or use our cash could materially and adversely limit our ability

to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

We have never paid or declared any cash dividends on our common stock

and do not anticipate paying cash dividends in the foreseeable future.

The declaration of dividends on any class of shares is within the

discretion of our board of directors, subject to Delaware law, out of legally available funds, and will depend on the assessment of, among

other factors, earnings, capital requirements and our operating and financial condition.

None of our subsidiaries has made any dividends

or distributions to us.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect

of dividends paid by us.

There are no significant restrictions or limitations on our ability to distribute earnings from

our businesses, including our subsidiaries, to the U.S.

Specifically, under PRC laws and regulations, Universe Travel is a

wholly foreign-owned enterprise in China.

As such, Universe Travel may pay dividends only out of its accumulated after-tax profits as

determined in accordance with PRC accounting standards and regulations.

In addition, a wholly foreign-owned enterprise is required to

set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds until the aggregate

amount of such funds reaches 50% of its registered capital.

At its discretion, a wholly foreign-owned enterprise may allocate a portion

of its after-tax profits based on PRC accounting standards to staff welfare and bonus funds.

These reserve funds and staff welfare and

bonus funds are not distributable as cash dividends.

In addition, Pony HK is permitted

under the laws of Hong Kong to provide funding to Pony Group Inc, the holding company incorporated in Hong Kong, and to Pony HK’s

subsidiary, Universe Travel, a company incorporated in the PRC, through dividend or other distribution without restrictions on the amount

of the funds.

Further, Pony HK and Universe Travel currently intend to retain all available funds and future earnings, if any, for the

operation and expansion of its business and does not anticipate declaring or paying any dividends in the foreseeable future As of the

date of this Report, there has been no dividends, distributions or cash transfer between our holding company and our subsidiaries nor

do we expect such dividends, distributions or cash transfers to occur in the foreseeable future among our holding company and its subsidiaries.

Accordingly, we currently do not have, nor we anticipate to have in the future, cash management policies that dictate how funds are transferred

between our holding company and its subsidiaries.

Moreover, there are no restrictions

on foreign exchange or our ability to transfer cash between entities within our group, across borders, or to U.S.

the PRC government has significant authority to intervene or influence the China operations of an offshore holding company at any time,

and such oversight may also extend to our Hong Kong operating company.

We cannot assure you that the PRC government will not prevent

us from transferring the cash we maintain in Hong Kong outside of Hong Kong, or restrict our ability to deploy our cash into business

or to pay dividends.

We could also be subject to limitations on the transfer or the use of our cash if we expand our business operations

into China or conduct our operations in some other ways such that we become subject to PRC laws that regulate these activities.

if Pony HK or Universe Travel incur debt on its own behalf in the future, the instruments governing the debt may restrict its ability

to pay dividends or make other distributions to us.

To the extent cash and/or assets in the business is in Pony HK or Universe Travel,

the cash and/or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions

in or the imposition of restrictions and limitations on our ability or on our subsidiaries by the PRC government to transfer such cash

and/or assets.

As such, any limitation on our ability to transfer or use our cash could materially and adversely limit our ability to

grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

We have never paid or declared

any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.

The declaration of dividends

on any class of shares is within the discretion of our board of directors, subject to Delaware law, out of legally available funds, and

will depend on the assessment of, among other factors, earnings, capital requirements and our operating and financial condition.

of our subsidiaries has made any dividends or distributions to us.

Under the current practice of the Inland Revenue Department of Hong

Kong, no tax is payable in Hong Kong in respect of dividends paid by us.

See “ Item 1A.

Risk Factors - Risks Related to Our Business and Industry - We are not likely to pay cash

dividends in the foreseeable future.

Risk Factors - Risks Related to Our Business

and Industry - We are not likely to pay cash dividends in the foreseeable future.

Plan of Operations

In January 2019, we started our Research and Development

(“R&D”) project mobile Lets Go App (“App”) designed to have multi-language interface to attract users from

the world, focusing on providing one-stop travel services to foreigners traveling in China, for both leisure and business.

In April 2019, we rolled out basic version which

supports carpooling, car rental, Airport Pick-up and/or Drop-off, etc., ready for download at Apple App store;

the basic version has

an interface in Chinese language only.

In May 2019, we rolled out second version which has an enhanced interface in both Chinese and

English language, supporting payment through PayPal.

We intend to attract users from outside of China

to use our App and expand our offerings on the App to serve as a one-stop shop to book tickets, reserve hotels, rent a car and hire an

English speaking driver.

Our goal is to grow to an international player in

the travel service market.

To accomplish such goal, we will cooperate with other businesses which have capital, marketing and technology

resources or products.

In January 2019, we started

our Research and Development (“R&D”) project mobile Lets Go App (“App”) designed to have multi-language interface

to attract users from the world, focusing on providing one-stop travel services to foreigners traveling in China, for both leisure and

In April 2019, we rolled

out basic version which supports carpooling, car rental, Airport Pick-up and/or Drop-off, etc., available for download at Apple App store;

the basic version has an interface in Chinese language only.

In May 2019, we rolled out second version which has an enhanced interface

in both Chinese and English language which supports payment through PayPal.

We intend to attract users

from outside of China to use our App and expand our offerings on the App to serve as a one-stop shop to book tickets, reserve hotels,

rent a car and hire an English speaking driver.

Our goal is to grow to an

international player in the travel service market.

To accomplish such goal, we will cooperate with other businesses which have capital,

marketing and technology resources or products.

We expect to recruit more workforce and talents, and develop new technologies and products.

Results of Operations

For the Year Ended December 31, 2024 Compared to December 31, 2023

For the years ended December 31, 2024 and 2023, revenues were $97,394

and $177,570, respectively, with a decrease of $80,176 over the same period in 2023.

The decrease in revenue was mainly due to the Company

not providing technology development service to the Company’s clients for the year ended December 31, 2024.

From January to December

31, 2023, Universe Travel provided technology development services to its three major clients, Shenzhen Eryuechuer Culture & Technology.,

Ltd, Shenzhen Shangjia Electronic Technology., Ltd and Shenzhen Zhongke Hengjin Technology Co., Ltd, which generated $95,082 in revenue

for the Company during the year ended December 31, 2023.

For the Year Ended

December 31, 2025 Compared to December 31, 2024

For the years ended December

31, 2025 and 2024, revenues were $141,393 and $97,394, respectively, with an increase of $43,999 over the same period in 2024.

in revenue was attributable to a new client introduced to Pony HK, Benfu Development., Ltd, where $55,159 in car services

revenue was attributable to such client during the year ended December 31, 2025.

As a result, the Company’s revenue increased compared

with the same period last year.

Cost of Revenue

Cost of Revenue for the years ended December 31, 2024 and 2023 were

$55,473 and $96,107, respectively, with a decrease of $40,634 over the same period in 2023.

The decrease was mainly due to the decrease

of revenue, thus the cost of revenue also decreased accordingly.

Gross profits were $41,921 and $81,463 for the years ended December

31, 2024 and 2023, respectively, a decrease of $39,542 over the same period in 2023.

The gross profit ratios were 43.0% and 45.9% for

the years ended December 31, 2024 and 2023, respectively.

The slight decrease of gross profit margin for the year ended December 31, 2024

compared to the same period of 2023 was due to the fact that the Company’s technology development services accounted for lower proportion

of revenue for the year ended December 31, 2024.

Technology development services have a higher gross profit margin, thus the gross profit

margin decreased compared to the same period last year.

Cost of Revenue for the years

ended December 31, 2025 and 2024 were $94,034 and $55,473, respectively, with an increase of $38,561 over the same period in 2024.

increase was mainly due to the increase of revenue, thus the cost of revenue also increased accordingly.

Gross profits were $47,359

and $41,921 for the years ended December 31, 2025 and 2024, respectively, an increase of $5,438 over the same period in 2024.

profit ratios were 33.0% and 43.0% for the years ended December 31, 2025 and 2024, respectively.

The decrease of gross profit margin

for the year ended December 31, 2025 compared to the same period of 2024 was due to the fact that we offered greater competitive pricing

to obtain new clients for our car services which resulted in a decrease in gross margins for the year ended December 31, 2025.

Operating Expenses

Operating expenses for the years ended December 31, 2024 and 2023 were

$204,957 and $229,301, respectively, with a decrease of $24,344 or 10.6% from the same period in 2023.

The decrease of operating expenses

was mainly due to decrease of service fees paid for other consulting services as compared to the prior period.

Operating expenses for the

years ended December 31, 2025 and 2024 were $293,018 and $204,957, respectively, with an increase of $88,061 or 43.0% from the same period

The increase of operating expenses was mainly due to increase of service fees accrued, not paid yet for other consulting services as compared

to the prior period.

Other Income (Expenses)

Other income consists of interest income and exchange gain (loss).

For the year ended December 31, 2024 and 2023, the net other expense were $1,038 and $683.

The change of other income (expenses) mainly

due to the change of exchange rate.

Net Losses for the years ended December 31, 2024

and 2023 were $155,074 and $148,521, respectively, due to the reasons described above.

Other income consists of

interest income and exchange gain (loss).

For the year ended December 31, 2025 and 2024, the net other expenses were $769 and $1,038.

The change of other income (expenses) mainly due to the change of exchange rate.

Net Losses for the years

ended December 31, 2025 and 2024 were $246,429 and $164,074, respectively, due to the reasons described above.

Liquidity and Capital Resources

We suffered recurring losses from operations and have an accumulated

We suffered recurring losses

from operations and have an accumulated deficit of $1,134,923 as of December 31, 2025.

We had a cash balance of $9,675 and working capital

deficit of $957,971 as of December 31, 2025.

We had a cash balance of $10,952 and working capital deficit of $675,376 as of December 31,

The Company has incurred losses of $164,074 and $148,521 for the years ended December 31 2024 and 2023, respectively.

has not continually generated significant gross margins.

Unless our operations generate a significant increase in gross margins and cash

flows from operating activities, our continued operations will depend on whether we are able to raise additional funds through various

sources, such as equity and debt financing, other collaborative agreements and/or strategic alliances.

Our management is actively engaged

in seeking additional capital to fund our operations in the short to medium term.

Such additional funds may not become available on acceptable

terms and there can be no assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term.

cash used in operating activities for the year ended December 31, 2024 amounted to $ 148,977, compared to $152,949 net cash used

in operating activities for the year ended December 31, 2023.

The Company has incurred losses of $246,429 and $164,074 for the years ended December 31

2025 and 2024, respectively.

The Company has not continually generated significant gross margins.

Unless our operations generate a significant

increase in gross margins and cash flows from operating activities, our continued operations will depend on whether we are able to raise

additional funds through various sources, such as equity and debt financing, other collaborative agreements and/or strategic alliances.

Our management is actively engaged in seeking additional capital to fund our operations in the short to medium term.

Such additional

funds may not become available on acceptable terms and there can be no assurance that any additional funding that we do obtain will be

sufficient to meet our needs in the long term.

Net cash used in operating

activities for the year ended December 31, 2025 amounted to $101,270, compared to $148,977 net cash used in operating activities for

the year ended December 31, 2024.

Net cash used in operating activities mostly consist of net loss.

loss for year ended December 31, 2024 and 2023 were $155,074 and $148,521, respectively.

Net cash provided by financing activities for

the year ended December 31, 2024 amounted to $136,523, compared to $129,676 for the same period in 2023.

The net cash provided by financing

activities were from shareholders who paid cost and other expenses on behalf of the Company.

The net loss for year ended December

31, 2025 and 2024 were $246,429 and $164,074, respectively.

Net cash provided by financing

activities for the year ended December 31, 2025 amounted to $130,587, compared to $136,523 for the same period in 2024.

provided by financing activities were from shareholders who covered cost and other expenses on behalf of the Company.

Going Concern

6 unchanged sentences

Company be unable to continue as a going concern.

In order to continue as a going concern,

the Company will need, among other things, additional capital resources.

Management’s plans to obtain such resources for the Company

include (1) obtaining capital from the sale of its equity securities, (2) sales of the Company’s services, (3) short-term and long-term

borrowings from banks, and (4) short-term borrowings from stockholders or other related parties (ies) when needed.

However, management

cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue

as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually

to secure other sources of financing and attain profitable operations.

Critical Accounting Policies and Estimates

discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated

financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.

We continually evaluate our estimates, including those related to bad debts, the useful life of property and equipment and intangible

assets, and the valuation of equity transactions.

We base our estimates on historical experience and on various other assumptions that

we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values

of assets and liabilities that are not readily apparent from other sources.

Any future changes to these estimates and assumptions could

cause a material change to our reported amounts of revenues, expenses, assets and liabilities.

Actual results may differ from these estimates

under different assumptions or conditions.

We believe the following critical accounting policies affect our significant judgments

and estimates used in the preparation of the financial statements.

Accounts Receivable - The customers

are required to make payments when they book the services, otherwise, the services will not be arranged.

Sometimes, the Company extends

credit to its group clients.

The Company considers accounts receivable to be fully collectible at year-end.

Accordingly, no allowance

for doubtful accounts has been recorded.

Revenue Recognition - The Company

recognizes revenue in accordance with ASC 606.

The core principle of ASC 606 is to recognize revenue when promised goods or services are

transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services.

606 defines a five-step process to achieve this core principle, which includes:

(1) identifying contracts with customers, (2) identifying

performance obligations within those contracts, (3) determining the transaction price, (4) allocating the transaction price to the performance

obligation in the contract, which may include an estimate of variable consideration, and (5) recognizing revenue when or as each performance

obligation is satisfied.

Our sales arrangements generally ask customers to pay in advance before any services can be arranged.

recognizes revenue when each performance obligation is satisfied.

Documents and terms and the completion of any customer acceptance requirements,

when applicable, are used to verify services rendered.

The Company has no returns or sales discounts and allowances because services rendered

and accepted by customers are normally not returnable.

We currently provide car services to individual and group travelers.

We currently offer carpooling, airport pick-up and drop-off, and personal driver services for travelers between Guangdong Province and

We collaborate with car fleet companies and charge a service fee by matching the traveler and the driver.

Redefining the user

experience, we aim to provide our users with comprehensive and convenient service offerings and become a one-stop travel booking resource

for travelers.

When the traveler selects and initiates a car service request, an estimated service fee is displayed and the traveler can

further decide whether to place the service request or not.

Once the traveler places the ride service request and the Group accepts the

service request, a car service agreement is entered into between the traveler and the Group.

Upon completion of the car services, the

Group recognizes ride hailing services revenues on a gross basis.

Technological development and operation service

Revenues from technological development service,

including information technology system design and cloud platform development, revenue are recognized monthly by fixed amount based on

the contract.

From time to time, the Company enters into arrangement

to provide technological support and maintenance service of applications to its customers.

the Company’s efforts are expended evenly

throughout the service period.

The revenues for the technological support and maintenance service are recognized over the support and

maintenance services period, usually from 3 months to one year.

The Company’s contracts have a single performance obligation and

are primarily on a fixed-price basis.

No significant returns, refund and other similar obligations during each reporting period.

Cost of revenue – For

car services, cost of revenues, which are directly related to revenue generating transactions, primarily consists of driver earnings and

driver incentives.

For technological development and operation service, cost of revenue includes of the salaries of development department

and the service fee paid to third party.

In order to continue

as a going concern, the Company will need, among other things, additional capital resources.

Management’s plans to obtain such

resources for the Company include (1) obtaining capital from the sale of its equity securities, (2) sales of the Company’s services,

(3) short-term and long-term borrowings from banks, and (4) short-term borrowings from stockholders or other related parties (ies) when

However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding

paragraph and eventually to secure other sources of financing and attain profitable operations.

Off-Balance Sheet Arrangements

of December 31, 2024 , we did not have any off-balance sheet arrangements

as defined in Item 303(a)(4)(ii) of Regulation S-K.

Quantitative and Qualitative Disclosures About Market Risk

As of December 31, 2025,

we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Quantitative and Qualitative Disclosures About Market

Not applicable.

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