What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-08-14 · 190 added, 209 removed, 5 unchanged (99% of the section changed)

Management’s Discussion and Analysis

of Financial Statements

References in this report (the

“Quarterly Report”) to “we,” “us” or the “Company” refer to Rising Dragon

Acquisition Corp.

References to our “management” or our “management team” refer to our officers and

directors, and references to our “Sponsor” refer to Aurora Beacon LLC, a Cayman Islands limited liability company.

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

unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.

information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and

uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking

statements” within the meaning of Section 27A of Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties that could cause

actual results to differ materially from those expected and projected.

All statements, other than statements of historical fact included

in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” regarding our financial position, business strategy, and the plans and objectives of management

for future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,”

“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify

such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s

current beliefs, based on information currently available.

A number of factors could cause actual events, performance, or results to differ

materially from the events, performance, or results discussed in the forward-looking statements.

For information identifying important

factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to

the Risk Factors section of our final prospectus, dated October 10, 2024, for our initial public offering (“IPO”) filed with

Securities and Exchange Commission (the “SEC”) on October 11, 2024 (the “Final Prospectus”).

Our securities

filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities

law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information,

future events, or otherwise.

We are a blank check company newly incorporated

as a Cayman Islands exempted company with limited liability for the purpose of entering into a merger, share exchange, asset acquisition,

share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer

to throughout this report as our initial business combination.

Our efforts to identify a prospective target business will not be limited

to a particular industry or geographic region.

We do not have any specific business combination under consideration and we have not (nor

has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal

or otherwise, with respect to such a transaction with our company.

On October 15, 2024, we consummated our IPO of

5,000,000 units (the “Units”).

Each Unit consists of one ordinary share, $0.0001 par value (“Ordinary Share”),

and one right (“Right”) to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000.

Pursuant to that certain underwriting

agreement, dated October 10, 2024, we granted Lucid Capital Markets, LLC, the representative of the underwriters, a 45-day option to purchase

up to an additional 750,000 Units solely to cover over-allotments, if any (the “Over-Allotment Option”).

Simultaneously with

the consummation of the IPO, the underwriters exercised the Over-Allotment Option in full, generating total proceeds of $7,500,000.

Simultaneously with the closing of the IPO on

October 15, 2024, we consummated the private placement (“Private Placement”) with Aurora Beacon LLC (the “Sponsor”)

of 254,375 units (the “Private Units”), generating total proceeds of $2,543,750.

The Private Units are identical to the Units

sold in the IPO.

Additionally, the Sponsor agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except

in limited circumstances, as described in the Registration Statement) until 30 days after the completion of our initial business combination

or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other

similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or

other property.

The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private

On October 15, 2024, a total of $57,787,500 of

the net proceeds from the sale of the Units in the IPO and the Private Placement were deposited in a trust account established for the

benefit of the Company’s public shareholders at JPMorgan Chase Bank, N.A.

maintained by Continental Stock Transfer & Trust Company,

acting as trustee (the “Trust Account”).

Recent Development

Entry into the Merger Agreement

On January 27, 2025, we entered into a merger

agreement (the “Merger Agreement”), dated as of January 27, 2025, with HZJL Cayman Limited (“HZJL”) for a business

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

into Xpand Boom Technology Inc., a Cayman Islands exempted company and wholly owned subsidiary of RDAC (“Xpand Boom Technology”),

and (ii) concurrently with the reincorporation merger, Xpand Boom Solution Inc., a Cayman Islands exempted company and wholly owned subsidiary

of Xpand Boom Technology, will be merged with and into HZJL, resulting in HZJL being a wholly owned subsidiary of Xpand Boom Technology

(the “Business Combination” and the transactions in connection with the Business Combination collectively, the “Transaction”).

Upon the closing of the Transaction, the parties plan to remain Nasdaq-listed under a new ticker symbol.

The Transaction, which has been approved by the

boards of directors of both RDAC and HZJL, is subject to regulatory approvals, the approvals by the shareholders of RDAC and HZJL, respectively,

and the satisfaction of certain other customary closing conditions, including, among others, a registration statement, of which the proxy

statement/prospectus forms a part, being declared effective by the U.S.

Securities and Exchange Commission (the “SEC”), and

the approval by Nasdaq of the listing application of the combined company.

Results of Operations

We have neither engaged in any operations nor

generated any revenue to date.

Our only activities from inception to June 30, 2025 were organizational activities, those necessary to

prepare for and conduct the IPO, and since the closing of the IPO, the search for a prospective initial business combination.

not generate any operating revenue until after the completion of our initial business combination, at the earliest.

We have generated

and will continue to generate non-operating income in the form of interest income on cash in bank and investments held in a trust account

established for the benefit of our public shareholders (the “Trust Account”), from the proceeds derived from the IPO.

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

diligence expenses.

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

a net income of $852,848, which consisted of interest earned on marketable securities held in the Trust Account of $1,205,604, offset

by formation and operational costs of $352,756.

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

a net loss of $38,860, which consisted of formation and operational costs of $38,860.

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

a net income of $398,981, which consisted of interest earned on marketable securities held in the Trust Account of $608,447, offset by

formation and operational costs of $209,466.

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

a net loss of $10,000, which consisted of formation and operational costs of $10,000.

Liquidity and Capital Resources

As of June 30, 2025, we had $83,406 in our operating

bank account and working capital of approximately $289,889.

Our liquidity needs prior to the consummation

of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover certain offering costs on our behalf in exchange for

issuance of founder shares, and the borrowing from the Sponsor under an unsecured promissory note.

We have repaid the unsecured promissory

note in full on October 15, 2024.

Subsequent to the consummation of the IPO, our liquidity has been satisfied through the net proceeds

from the consummation of the IPO and the Private Placement held outside of the Trust Account.

Following the IPO and the exercise of the over-allotment

option, a total of $57,787,500 of the net proceeds from the sale of the Units in the IPO and the Private Placement were placed in the

Trust Account.

We paid a total of $1,006,250 in underwriting discounts (excluding deferred underwriting discount of $1,868,750) and $556,288

for other costs and expenses related to the IPO.

As of June 30, 2025, we had cash of $83,406 and

marketable securities in the Trust Account of $59,536,150.

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

the funds held in the Trust Account (less taxes payable and deferred underwriting commissions), to complete our initial business combination.

Management’s Discussion and Analysis of Financial Statements

in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Rising

Dragon Acquisition Corp.

References to our “management” or our “management team” refer to our officers and directors,

and references to our “Sponsor” refer to Aurora Beacon LLC, a Cayman Islands limited liability company.

The following discussion

and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated

financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of Securities Act of 1933, as amended

and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and

involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements,

other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy,

and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,”

“believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and

similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future

events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors

could cause actual events, performance, or results to differ materially from the events, performance, or results discussed in the forward-looking

For information identifying important factors that could cause actual results to differ materially from those anticipated

in the forward-looking statements, please refer to the Risk Factors section of our final prospectus, dated October 10, 2024, for our

initial public offering (“IPO”) filed with the U.S.

Securities and Exchange Commission (the “SEC”) on October

11, 2024 (the “Final Prospectus”).

Our securities filings can be accessed on the EDGAR section of the SEC’s website

at www.sec.gov.

Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise

any forward-looking statements whether as a result of new information, future events, or otherwise.

are a blank check company incorporated as a Cayman Islands exempted company with limited liability for the purpose of entering into a

merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one

or more businesses or entities, which we refer to throughout this report as our initial business combination.

Our efforts to identify

a prospective target business will not be limited to a particular industry or geographic region.

We do not have any specific business

combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target

business or had any substantive discussions, formal or otherwise, with respect to such a transaction with our company.

October 15, 2024, we consummated our IPO of 5,000,000 units (the “Units”).

Each Unit consists of one ordinary share, $0.0001

par value (“Ordinary Share”), and one right (“Right”) to receive one-tenth (1/10) of one Ordinary Share upon

the consummation of an initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds

of $50,000,000.

Pursuant to that certain underwriting agreement, dated October 10, 2024, we granted Lucid Capital Markets, LLC, the representative

of the underwriters, a 45-day option to purchase up to an additional 750,000 Units solely to cover over-allotments, if any (the “Over-Allotment

Simultaneously with the consummation of the IPO, the underwriters exercised the Over-Allotment Option in full, generating

total proceeds of $7,500,000.

Simultaneously

with the closing of the IPO on October 15, 2024, we consummated the private placement (“Private Placement”) with Aurora Beacon

LLC (the “Sponsor”) of 254,375 units (the “Private Units”), generating total proceeds of $2,543,750.

Units are identical to the Units sold in the IPO.

Additionally, the Sponsor agreed not to transfer, assign, or sell any of the Private

Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days after the

completion of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent

liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange

their ordinary shares for cash, securities or other property.

The Sponsor was granted certain demand and piggyback registration rights

in connection with the purchase of the Private Units.

October 15, 2024, a total of $57,787,500 of the net proceeds from the sale of the Units in the IPO and the Private Placement were deposited

in a trust account established for the benefit of the Company’s public shareholders at JPMorgan Chase Bank, N.A.

maintained by

Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).

August 11, 2025, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate

principal amount of $50,000 (the “Promissory Note”).

The Promissory Note was non-interest bearing and payable on the earlier

of the date on which the Company consummates an initial business combination.

into the Merger Agreement

January 27, 2025, we entered into a merger agreement (the “Merger Agreement”), dated as of January 27, 2025, with HZJL Cayman

Limited (“HZJL”) for a business combination.

Upon consummation of the transaction contemplated by the Merger Agreement, (i)

RDAC will reincorporate by merging with and into Xpand Boom Technology Inc., a Cayman Islands exempted company and wholly owned subsidiary

of RDAC (“Xpand Boom Technology”), and (ii) concurrently with the reincorporation merger, Xpand Boom Solution Inc., a Cayman

Islands exempted company and wholly owned subsidiary of Xpand Boom Technology, will be merged with and into HZJL, resulting in HZJL being

a wholly owned subsidiary of Xpand Boom Technology (the “Business Combination” and the transactions in connection with the

Business Combination collectively, the “Transaction”).

Upon the closing of the Transaction, the parties plan to remain Nasdaq-listed

under a new ticker symbol.

Transaction, which has been approved by the boards of directors of both RDAC and HZJL, is subject to regulatory approvals, the approvals

by the shareholders of RDAC and HZJL, respectively, and the satisfaction of certain other customary closing conditions, including, among

others, a registration statement, of which the proxy statement/prospectus forms a part, being declared effective by the U.S.

and Exchange Commission (the “SEC”), and the approval by Nasdaq of the listing application of the combined company.

of Operations

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

Our only activities from inception to September 30, 2025 were

organizational activities, those necessary to prepare for and conduct the IPO, and since the closing of the IPO, the search for a prospective

initial business combination.

We will not generate any operating revenue until after the completion of our initial business combination,

at the earliest.

We have generated and will continue to generate non-operating income in the form of interest income on cash in bank

and investments held in a trust account established for the benefit of our public shareholders (the “Trust Account”), from

the proceeds derived from the IPO.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as for due diligence expenses.

the nine months ended September 30, 2025, we had a net income of $1,305,166, which consisted of interest earned on investment held in

the Trust Account of $1,827,910, offset by formation and operational costs of $522,744.

the nine months ended September 30, 2024, we had a net loss of $50,250, which consisted of formation and operational costs of $50,250.

the three months ended September 30, 2025, we had a net income of $452,318, which consisted of interest earned on investment held in

the Trust Account of $622,306, offset by formation and operational costs of $169,988.

the three months ended September 30, 2024, we had a net loss of $11,390, which consisted of formation and operational costs of $11,390.

and Capital Resources

of September 30, 2025, we had $5,620 in our operating bank account and working capital of approximately $89,565.

liquidity needs prior to the consummation of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover certain

offering costs on our behalf in exchange for issuance of founder shares, and the borrowing from the Sponsor under an unsecured promissory

We have repaid the unsecured promissory note in full on October 15, 2024.

Subsequent to the consummation of the IPO, our liquidity

has been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account.

the IPO and the exercise of the over-allotment option, a total of $57,787,500 of the net proceeds from the sale of the Units in the IPO

and the Private Placement were placed in the Trust Account.

We paid a total of $1,006,250 in underwriting discounts (excluding deferred

underwriting discount of $1,868,750) and $556,288 for other costs and expenses related to the IPO.

of September 30, 2025, we had cash of $5,620 and investment in the Trust Account of $60,158,456.

We intend to use substantially all of

the net proceeds of the IPO, including the funds held in the Trust Account (less taxes payable and deferred underwriting commissions),

to complete our initial business combination.

We may withdraw interest to pay taxes.

During the period ended June 30, 2025, we did not withdraw any of interest income from the Trust

Account to pay for income taxes.

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 business combination if the funds available to us outside of the Trust Account were insufficient to cover

such expenses.

As of June 30, 2025, we had cash of $83,406 outside

of the Trust Account.

We intend to 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.

Based on the foregoing, management believes that

we will have sufficient working capital and borrowing capacity to meet our anticipated cash needs prior to our initial business combination.

Moreover, 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 completion of our business combination, in which case we may issue additional securities

or incur debt in connection with such business combination.

However, we cannot provide any assurance that new financing will be available.

Over the time period prior to our initial business combination, we will be using the funds held outside of the Trust Account for paying

existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on

prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,

negotiating and consummating the business combination.

Going Concern Consideration

In connection with our assessment of going

concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of

Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if we are

unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of our IPO, the

requirement that we cease all operations, redeem the public shares, and thereafter liquidate and dissolve, raises substantial doubt

about the ability to continue as a going concern.

During the period ended September 30, 2025, we did

not withdraw any of interest income from the Trust Account to pay for income taxes.

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 business combination if the funds available to us outside

of the Trust Account were insufficient to cover such expenses.

of September 30, 2025, we had cash of $5,620 outside of the Trust Account.

We intend to 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.

on the foregoing, management believes that we will have borrowing capacity to meet our anticipated cash needs prior to our initial business

Moreover, 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 completion of our business combination, in which case we may issue additional

securities or incur debt in connection with such business combination.

However, we cannot provide any assurance that new financing will

be available.

Over the time period prior to our initial business combination, we will be using the funds held outside of the Trust Account

for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due

diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and

structuring, negotiating and consummating the business combination.

Concern Consideration

connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15,

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

that if we are unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of

our IPO, the requirement that we cease all operations, redeem the public shares, and thereafter liquidate and dissolve, raises substantial

doubt about the ability to continue as a going concern.

The unaudited condensed consolidated financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

The accompanying unaudited condensed consolidated financial

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

contemplate the continuation of our Company as a going concern.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets, or liabilities,

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

We do not participate in transactions that create relationships

with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established

for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease

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

The underwriters are entitled to a deferred fee of 3.25% of the gross

proceeds of the IPO upon closing of an initial business combination, or $1,868,750.

The deferred fee will be paid in cash upon the closing

of the business combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Registration Rights

Pursuant to an agreement entered into on October

10, 2024, our initial shareholders and their permitted transferees can demand that we register for resale the founder shares, the private

units and the underlying private shares and private rights, and the units issuable upon conversion of working capital loans and the underlying

ordinary shares and rights.

The holders are entitled to make up to three demands, excluding short form demands, that we register such

Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating in the IPO may only

make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which

the Final Prospectus forms a part.

In addition, the holders have certain “piggy-back” registration rights on registration

statements filed after our consummation of a business combination;

provided that any holder that is affiliated with an underwriter participating

in the IPO may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date

of the registration statement of which the Final Prospectus forms a part.

We will bear the expenses incurred in connection with the filing

of any such registration statements.

Critical Accounting Policies

The preparation of unaudited condensed

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 unaudited condensed consolidated financial statements, and income

and expenses during the periods reported.

The accompanying unaudited condensed consolidated financial statements

have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate the

continuation of our Company as a going concern.

Sheet Financing Arrangements

have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.

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.

do not have any long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities.

The underwriters are

entitled to a deferred fee of 3.25% of the gross proceeds of the IPO upon closing of an initial business combination, or $1,868,750.

The deferred fee will be paid in cash upon the closing of the business combination from the amounts held in the Trust Account, subject

to the terms of the underwriting agreement.

to an agreement entered into on October 10, 2024, our initial shareholders and their permitted transferees can demand that we register

for resale the founder shares, the private units and the underlying private shares and private rights, and the units issuable upon conversion

of working capital loans and the underlying ordinary shares and rights.

The holders are entitled to make up to three demands, excluding

short form demands, that we register such securities.

Notwithstanding anything to the contrary, any holder that is affiliated with an

underwriter participating in the IPO may only make a demand on one occasion and only during the five-year period beginning on the effective

date of the registration statement of which the Final Prospectus forms a part.

In addition, the holders have certain “piggy-back”

registration rights on registration statements filed after our consummation of a business combination;

provided that any holder that

is affiliated with an underwriter participating in the IPO may participate in a “piggy-back” registration only during the

seven-year period beginning on the effective date of the registration statement of which the Final Prospectus forms a part.

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

Accounting Policies

preparation of unaudited condensed 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 unaudited condensed consolidated financial

statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

As of June 30, 2025, there

were no critical accounting policies or estimates.

Recent Accounting Standards

Management does not believe that any

recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our

unaudited condensed consolidated financial statements.

As of September

30, 2025, there were no critical accounting policies or estimates.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on our unaudited condensed consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company we are not required

to make disclosures under this Item .

reporting company we are not required to make disclosures under this Item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis