What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-04-23 compared with 2025-04-07 · 156 added, 199 removed, 65 unchanged (85% of the section changed)

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following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with our audited financial statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary

Data” of this Annual Report on Form 10-K.

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

forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a

result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item

with our audited consolidated financial statements and the notes related thereto which are included in “Item 8.

Statements and Supplementary Data” of this Annual Report on Form 10-K.

Certain information contained in the discussion and

analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in

these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding

Forward-Looking Statements,” “Item 1A.

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

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to herein as our “initial business combination.” Our efforts to identify a prospective target business are not limited to

any particular industry or geographic region.

We intend to utilize cash derived from the proceeds of our IPO and the private placement

of Private Units, our securities, debt or a combination of cash, securities and debt, in effecting our initial business combination.

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

We cannot assure you that our plans to complete

an initial business combination will be successful.

any particular industry or geographic region, although we have historically focused on opportunities involving businesses with operations

Agreement In Connection With KM QUAD Business Combination

February 14, 2025, Quetta entered into an Agreement and Plan of Merger (the “KM QUAD Merger Agreement”) with KM QUAD, Quad

Global Inc., Quad Group Inc., certain shareholders of KM QUAD and the shareholders’ representative.

The KM QUAD Merger Agreement

contemplated, among other things, the redomestication of Quetta into Purchaser and the acquisition by Purchaser of 100% of the issued

and outstanding equity interests of KM QUAD.

The aggregate consideration payable to KM QUAD shareholders was $300 million, payable in

newly issued Purchaser ordinary shares valued at $10.00 per share.

The KM QUAD Merger Agreement also contained customary representations,

warranties and covenants of the parties, including provisions relating to the allocation of certain transaction costs, public company

expenses and extension-related fees.

to the KM QUAD Merger Agreement, KM QUAD deposited $250,000 with the Company on or before February 14, 2025, representing the first installment

of extension fees, in exchange for a promissory note issued by the Company.

KM QUAD also deposited $290,000 with the Company on or before

April 20, 2025, representing the second installment of extension fees, in exchange for a promissory note issued by the Company.

of December 31, 2025, the KM QUAD Business Combination had not been consummated.

On January 15, 2026, the parties entered into a Termination

Agreement pursuant to which the KM QUAD Merger Agreement was terminated by mutual consent.

Agreement with Smart Kreate Group Limited

March 6, 2026, Quetta, SMART KREATE GROUP LIMITED, an exempted company limited by shares incorporated under the laws of the Cayman Islands

(“PubCo”), SKG Merger Sub 1 Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands

and a wholly owned subsidiary of PubCo (“Merger Sub 1”), SKG Merger Sub 2 Limited, a business company with limited liability

incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of PubCo (“Merger Sub 2”), and Smart

Kreate Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“SKG”),

entered into a Business Combination Agreement (the “BCA”).

Pursuant to the BCA, the parties will consummate a business combination

transaction (the “Business Combination”) through the following transactions:

(i) Quetta will merge with and into Merger Sub

1 (the “Initial Merger”), with Merger Sub 1 surviving the Initial Merger and becoming a wholly owned subsidiary of PubCo;

and (ii) immediately following the Initial Merger, Merger Sub 2 will merge with and into SKG (the “Acquisition Merger”),

with SKG surviving the Acquisition Merger and becoming a wholly owned subsidiary of PubCo.

The transaction values merger at an enterprise

value of US$200 million.

Subject to, and in accordance with, the terms and conditions of the BCA, in connection with the Initial Merger,

(i) every issued and outstanding share of common stock of QETA will automatically be cancelled in exchange for one PubCo Class A ordinary

share and (ii) each issued and outstanding right of QETA will cease to exist and be assumed by PubCo and converted automatically into

a right to purchase one PubCo Class A ordinary share on substantially the same terms.

of Time Period to Complete a Business Combination

October 18, 2024, the Company entered into a non-binding LOI with QUAD, regarding a potential business combination (the “Proposed

Transaction”).

The LOI is non-binding and no agreement providing for any Proposed Transaction or any other transaction or the participation

by either party therein will be deemed to exist unless and until definitive agreements have been executed.

As a result of the execution

of the LOI, the deadline by which the Company must complete its initial business combination has been extended to January 10, 2025.

October 18, 2024, the Company entered into a non-binding letter of intent (“LOI”) with QUAD regarding a potential business

As a result of the execution of the LOI, the deadline by which the Company was required to complete its initial business

combination was extended to January 10, 2025.

January 10, 2025, the Company held a special meeting of stockholders (the “January Special Meeting”).

During the January

Special Meeting, stockholders approved the proposal to amend Company’s amended and restated certificate of incorporation and Trust

Agreement to extend the date by which the Company has to consummate a business combination from January 10, 2025 to October 10, 2026

(thirty six (36) months from the consummation of the IPO), on a month-by-month basis, up to a total of twenty-one (21) times, by depositing

$60,000 into the Company’s trust account for each such one-month extension.

At the January Special

Meeting, stockholders approved proposals to amend the Company’s amended and restated certificate of incorporation and trust agreement

to extend the date by which the Company has to consummate a business combination from January 10, 2025 to October 10, 2026, on a month-by-month

basis, by up to twenty-one (21) one-month extensions, by depositing $60,000 into the Company’s trust account for each such one-month

connection with the stockholders’ vote at the January Special Meeting of stockholders held by the Company on January 10, 2025,

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criteria in its search for a prospective target business for its business combination.

Company has until 36 months (or until October 10, 2026) from the closing of the IPO to consummate a Business Combination.

in the event that the Company fails to timely make a payment for any given month during the twenty-one (21) month period the Company

elects to make an extension, the Company shall have a period of forty five (45) days to pay any applicable past due payment, which shall

be calculated to be equal to the principal of the past due payment, plus any accrued but unpaid interest in the amount of three percent (3%) (the “Cure Period”).

If the Company fails to make any applicable past due payment during the Cure Period,

then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same

effect as if the Company failed to complete a business combination within thirty-six (36) months from the consummation of the IPO.

foregoing description of the Amendment to the Investment Management Trust Agreement does not purport to be complete and is qualified

in its entirety by the terms and conditions of the actual agreement, filed hereto as Exhibit 10.2, and is incorporated by reference herein.

Company has completed an initial payment of $60,000 pursuant to the Amendment to the Investment Management Trust Agreement and such initial

payment has been deposited into the Company’s trust account to extend the time the Company has to complete a business combination

until February 10, 2025.

Subsequently, the Company deposited $60,000 each time in February 2025 and March 2025 into the trust account to extend

the time the Company has to complete a business combination until April 10, 2025.

Agreement In Connection With KM QUAD Business Combination

February 14, 2025, Quetta entered into entered into an Agreement and Plan of Merger (the “Merger Agreement”) with KM QUAD,

a Cayman Islands company (“KM QUAD”), the parent company of Jiujiang Lida Technology Co., Ltd., a film product design and

manufacturer in China.

Upon consummation of the transaction contemplated by the Merger Agreement, (i) Quetta will reincorporate by merging

with and into Quad Global Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Quetta (“Quad Global”),

and (ii) concurrently with the reincorporation merger, Quad Group Inc., a Cayman Islands exempted company and wholly-owned subsidiary

of Quad Global, will be merged with and into KM QUAD, resulting in KM QUAD being a wholly-owned subsidiary of Quad Global.

At the effective

time of the transaction, KM QUAD’s shareholders and management will receive 30 million ordinary shares of Quad Global.

held by certain KM QUAD’s shareholders will be subject to lock-up agreements for a period of six months following the closing of

the transaction, subject to certain exceptions.

the closing of the transactions contemplated by the Merger Agreement, the Company will merge with and into Purchaser, resulting in all

Quetta stockholders becoming shareholders of the Purchaser as described under the below section titled “Redomestication Merger.”

Concurrently therewith, Merger Sub will merge with and into KM QUAD, resulting in Purchaser acquiring 100% of the issued and outstanding

equity securities of QUAD (the “Acquisition Merger”).

Upon the closing of the Acquisition Merger, the ordinary shares of

Purchaser issued shall consist of class A ordinary shares (“Purchaser Class A Ordinary Shares”) and class B ordinary shares

(“Purchaser Class B Ordinary Shares,” together with Purchaser Class A Ordinary Shares, “Purchaser Ordinary Shares”)

where each Purchaser Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to a vote at general and special

meetings of the post-closing company and each Purchaser Class B Ordinary Share shall be entitled to 10 votes on all matters subject to

a vote at general and special meetings of the post-closing company.

aggregate consideration to be paid to KM QUAD shareholders for the Acquisition Merger is $300 million, payable in newly issued purchaser

ordinary shares valued at $10.00 per share.

The Transaction, which has been approved by the boards of directors of both Quetta and KM

QUAD, is subject to regulatory approvals, the approvals by the shareholders of Quetta and KM QUAD, respectively, and the satisfaction

of certain other customary closing conditions including the following:

QUAD shall bear (i) 50% of the transaction costs incurred by Quetta, excluding any amounts payable at closing from the Trust Account,

provided that KM QUAD’s obligation to pay such transaction costs incurred by Quetta shall not exceed $500,000 in total;

of the expenses incurred by Quetta in connection with maintaining ongoing public company responsibilities, provided that KM QUAD’s

obligation to pay such Public Company Expenses incurred by Quetta shall not exceed $100,000 in total;

and (iii) the extension fees of

Quetta covering nine extensions over nine months, in the total amount of $540,000.

If the Closing does not occur prior to October 10,

2025 due to a delay in obtaining regulatory approvals, Quetta shall be responsible for any extension fees and other related fees incurred

by Quetta beyond October 10, 2025 not to exceed $100,000 per month.

to the Merger Agreement, on or before February 14, 2025, KM QUAD deposited $250,000, the first installment of the term extension fees

to the Company’s bank account in exchange for a promissory note issued by the Company.

KM QUAD shall wire $290,000, the second

installment of the extension fees, to the Company’s bank account on or before April 20, 2025 in exchange for a promissory note

issued by the Company, provided that the Merger Agreement has not been terminated prior to that date.

of Operations

the January Special Meeting held on January 10, 2025, stockholders approved an amendment to the Company’s amended and restated

certificate of incorporation and trust agreement to extend the date by which the Company has to consummate a business combination from

January 10, 2025 to October 10, 2026, on a month-by-month basis, by up to twenty-one (21) one-month extensions, by depositing $60,000

into the Company’s trust account for each such one-month extension.

the amended terms, if the Company fails to timely make a payment for any given month during the twenty-one (21) month extension period,

the Company has a forty-five (45) day cure period to make such payment, together with accrued but unpaid interest thereon at a rate of

three percent (3%).

If the Company fails to make any applicable past due payment during the cure period, the Company will cease all operations

except for the purpose of winding up and will redeem the public shares and liquidate with the same effect as if the Company had failed

to complete a business combination within the applicable time period.

the January Special Meeting, the Company deposited $60,000 into the trust account for each monthly extension from January 2025 through

April 2026, thereby extending the date by which the Company could complete a business combination to May 10, 2026.

Results of Operations

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

Our activities from May 1, 2023 (inception) through

December 31, 2024 were organizational activities and those necessary to prepare for our IPO, which is described below, and subsequent

to the IPO, identifying a target company for an initial business combination.

We do not expect to generate any operating revenues until

after the completion of our initial business combination.

expect to generate non-operating income in the form of interest income on investments held in Trust Account after the IPO.

We expect that we

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

as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

Our activities through December 31, 2025 consisted

of organizational activities, identifying and evaluating prospective target businesses, negotiating and documenting a potential initial

business combination, and activities in connection with maintaining our status as a public company.

We do not expect to generate any

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

expect to continue to generate non-operating income in the form of interest income on cash and investments held in the trust

We expect to continue to incur increased expenses as a result of being a public company, including legal, financial

reporting, accounting and auditing compliance costs, as well as due diligence and transaction expenses in connection with

identifying, negotiating and pursuing a business combination.

the year ended December 31, 2025, we had net loss of $780,924, which primarily consisted of interest income of $853,854, offset by general

and administrative expenses of $1,306,931, related party administrative fees of $120,000, franchise tax expense of $40,800 and income

tax expense of $167,047.

the year ended December 31, 2024, we had net income of $2,094,096, which consisted of interest income of $3,658,889, offset by general

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expense of $754,259.

the period from May 1, 2023 (inception) through December 31, 2023, we had net income of $535,209, which consisted of general and administrative

expenses of $78,045, related party administrative fees of $28,710, franchise tax expense of $14,378 and income tax expense of $170,649,

offset by interest income of $826,991.

and Capital Resources

October 11, 2023, we completed our initial public offering (“IPO”) of 6,900,000 units (the “Public Units’), including

the full exercise of the over-allotment option of 900,000 Units granted to the underwriters.

The Public Units were sold at an offering

price of $10.00 per unit generating gross proceeds of $69,000,000.

Each Unit consists of one share of common stock and one-tenth (1/10)

of one right (“Public Right”).

Each Public Right will convert into one share of common stock upon the consummation of a Business

Simultaneously with the IPO, we sold to our Sponsor 253,045 units at $10.00 per unit (the “Private Units”) in

a private placement generating total gross proceeds of $2,530,450.

The Private Units are identical to the Public Units except with respect

to certain registration rights and transfer restrictions.

Each Private Unit consists of one share of common stock (“Private Share”)

and one-tenth (1/10) of one right (“Private Right”).

Each Private Right will convert into one share of common stock upon

the consummation of a Business Combination.

Additionally, we issued the underwriters 69,000 shares of common stock for the representative

shares, at the closing of the IPO as part of representative compensation.

the closing of the IPO and the private placement on October 11, 2023, a total of $69,690,000 was placed in a trust account (the “Trust

Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S.

treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment

Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S.

government treasury obligations.

intend to use substantially all of the net proceeds of the IPO and the private placement, including the funds held in the Trust Account,

in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting discounts

and commissions payable to the underwriters in the IPO in an amount equal to 3.5% of the total gross proceeds raised in the IPO upon

consummation of our initial business combination.

To the extent that our capital stock 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.

of December 31, 2024, the Company had cash of $1,554,737 and a working capital deficit of $28,329.

Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur

significant transaction costs in pursuit of the consummation of a Business Combination.

In connection with the Company’s assessment

of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined

that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

In addition, if the Company

is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence

a voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans to consummate

a Business Combination will be successful within the Combination Period.

As a result, management has determined that such additional

conditions also raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statement does

not include any adjustments that might result from the outcome of this uncertainty.

October 11, 2023, we consummated our initial public offering (“IPO”) of 6,900,000 units (the “Public Units”),

including the full exercise of the underwriters’ over-allotment option of 900,000 Units, at $10.00 per Unit, generating gross proceeds

of $69,000,000.

Simultaneously with the closing of the IPO, we consummated a private placement of 253,045 private units (the “Private

Units”) to our Sponsor at $10.00 per Private Unit, generating gross proceeds of $2,530,450.

Upon the closing of the IPO and the

private placement, an aggregate of $69,690,000 was placed in a trust account maintained by Continental Stock Transfer & Trust Company

January 10, 2025, in connection with the special meeting of stockholders, holders of 5,199,297 shares exercised their right to redeem

such shares for a pro rata portion of the funds held in the trust account.

As a result, approximately $55.2 million was removed from

the trust account to pay such redeeming stockholders, and approximately $18.0 million remained in the trust account following such redemptions.

Following the January 10, 2025 special meeting, the Company was permitted to extend the date by which it must consummate a business combination

from January 10, 2025 to October 10, 2026 on a month-by-month basis, by up to twenty-one (21) one-month extensions, by depositing $60,000

into the trust account for each such one-month extension.

The Company subsequently deposited $60,000 for each monthly extension from

January 2025 through April 2026 .

intend to use substantially all of the funds held in the trust account, including any interest earned thereon not previously released

to us to pay our taxes, to consummate our initial business combination.

We may withdraw interest income from the trust account to pay

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete 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, make other acquisitions and pursue our business strategy.

of December 31, 2025, the Company had $1,195 in cash and a working capital deficit of $2,630,904.

The Company has incurred and

expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant

transaction costs in pursuit of the consummation of a Business Combination.

There is no assurance that the Company’s plans to

raise capital will be successful.

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

with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of

Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions

raise substantial doubt about the Company’s ability to continue as a going concern, within one year after the date that the

consolidated financial statements are issued.

In addition, if the Company is unable to complete a Business Combination within the

Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal

dissolution of the Company.

There is no assurance that the Company’s plans to consummate a Business Combination will be

successful within the Combination Period.

As a result, management has determined that such additional condition also raises

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 consolidated financial statements do not include any

adjustments that might result from the Company’s inability to continue as a going concern.

Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 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.

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.

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.

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.

April 5, 2012, the JOBS Act was signed into law.

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

As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company

effective dates.

As a result, our financial

statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective

Additionally,

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by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about

the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation

related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation

to median employee compensation.

These exemptions will apply for a period of five years following the completion of our IPO or until

we are no longer an “emerging growth company,” whichever is earlier.

the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items

such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee

compensation.

These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an

“emerging growth company,” whichever is earlier.

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

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the consummation of the initial Business Combination.

For the year ended December 31, 2024 and for the period from May 1, 2023 through

December 31, 2023, the Company has incurred $120,000 and $28,710, respectively, in related party fees for the services provided by the

Sponsor under this agreement.

For the year ended December 31, 2025 and 2024, the Company has incurred $120,000

for both years in related party fees for the services provided by the Sponsor under this agreement.

closing of a Business Combination, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $2,415,000.

6 unchanged sentences

to extend the time to complete the KM QUAD Business Combination up to twenty-one (21) times for one month each time until October 10,

QUAD shall be responsible for the extension fees covering nine extensions over nine months, in the total amount of $540,000.

QUAD shall be responsible for the extension fees covering nine extensions over nine months, in total amount of $540,000.

or before February 14, 2025, KM QUAD wired the first installment of the prepaid extension fees, in the amount of $250,000, to the Company’s

designated bank account in exchange for a promissory note issued by the Company.

KM QUAD shall wire the second installment of the prepaid

extension fees, in the amount of $290,000, to the Company’s designated bank account on or before April 20, 2025 in exchange for

a promissory note issued by the Company, provided that the Agreement has not been terminated prior to that date.

If the closing of the

KM QUAD Business Combination does not occur prior to October 10, 2025 due to a delay in obtaining CSRC approvals, KM QUAD shall be responsible

for any extension fees and other related fees incurred by the Company beyond October 10, 2025 not to exceed $100,000 per month.

closing of the KM QUAD Business Combination or termination of the Agreement occurs prior to October 10, 2025, the Company shall return

the remaining balance of the prepaid extension fees, if any, to KM QUAD on a pro rata basis.

Alternatively, at the closing of the KM

QUAD Business Combination, the Company shall have the right to convert any prepaid extension fees that were paid and not returned into

Purchaser Class A Ordinary Shares at $10.00 per share.

KM QUAD wired the second installment of

the prepaid extension fees, in the amount of $290,000, to the Company’s designated bank account on or before April 20, 2025 in

exchange for a promissory note issued by the Company.

If the closing of the KM QUAD Business Combination does not occur prior to October

10, 2025 due to a delay in obtaining CSRC approvals, KM QUAD shall be responsible for any extension fees and other related fees incurred

by the Company beyond October 10, 2025 not to exceed $100,000 per month.

If the closing of the KM QUAD Business Combination or termination

of the Agreement occurs prior to October 10, 2025, the Company shall return the remaining balance of the prepaid extension fees, if any,

to KM QUAD on a pro rata basis.

Alternatively, at the closing of the KM QUAD Business Combination, the Company shall have the right to

convert any prepaid extension fees that were paid and not returned into Purchaser Class A Ordinary Shares at $10.00 per share.

of December 31, 2025, the KM QUAD Business Combination had not been consummated.

Subsequent to December 31, 2025, on January 15, 2026,

the parties entered into a Termination Agreement pursuant to which the KM QUAD Merger Agreement was terminated by mutual consent.

Accounting Policies and Estimates

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

States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

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

results could materially differ from those estimates.

We have not identified any critical accounting policies and estimates.

preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and

expenses during the periods reported.

Actual results could materially differ from those estimates.

We have not identified any

critical accounting policies and estimates.

Accounting Standards

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments

in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief

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

measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation

of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and

entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing

segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 in the fiscal year 2024 and there was no significant

December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosure”

(“ASU 2023-09”).

ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s

effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

The incremental disclosures may be presented on

a prospective or retrospective basis.

The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

The Company adopted ASU 2023-09 in the fiscal year 2024 and there was no significant impact.

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 statements.

on the Company’s consolidated financial statements.

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