What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-13 compared with 2025-08-28 · 111 added, 63 removed, 81 unchanged (68% of the section changed)

5 unchanged sentences

Actual results could differ materially from those discussed in these forward-looking

results of operations for the interim period ended June 30, 2025, are not necessarily indicative of the results that may be expected

results of operations for the interim period ended December 31, 2025, are not necessarily indicative of the results that may be expected

for any other future period.

The following discussion should be read in conjunction with the unaudited interim and annual financial statements

and the notes thereto included in Company’s previously filed Form S-1.

Further, the Company’s Management Discussion and Analysis

of Financial Condition and Results of Operations has been prepared in accordance with Item 303(c) of Regulation S-K.

and the notes thereto included in Company’s previously filed Form 10-K.

Further, the Company’s Management Discussion and

Analysis of Financial Condition and Results of Operations has been prepared in accordance with Item 303(c) of Regulation S-K.

is a systems and solutions technology provider delivering high performance compute solutions to enterprise and data center

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relationships with suppliers.

We also expect to improve our profitability over time as our revenue and gross profit expand as customer

We also expect to improve our profitability over time as our revenue and gross margin expand as customer

relationships mature and expand, and our variable marketing expenses and fixed costs stabilize or grow at a slower rate.

path to profitability is based on the acceleration of positive contribution profit growth driven by increased revenue and gross profit

path to profitability is based on the acceleration of positive contribution profit growth driven by increased revenue and gross margin

generation from ongoing customer acquisition, strong customer retention, improved monetization from increased sales volume, as well as

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and Capital Resources

Company has funded its operations primarily through ongoing sales of equipment to its customers and through private equity offerings

to investors.

For the nine months ended June 30, 2025, these sales have resulted in gross proceeds of approximately $1.4 million.

of June 30, 2025, the Company has not borrowed money to fund its business through either note payables or lines of credit.

plans to continue to fund its operations through private equity offerings as well as cash generated from its ongoing business operations.

The Company has funded its operations primarily through

ongoing sales of equipment to its customers and through private equity offerings to investors.

During the three months ended December

31, 2025, these sales resulted in gross proceeds of approximately $0.2 million.

As of December 31, 2025, the Company has not borrowed

money to fund its business through either notes payable or lines of credit.

The Company plans to continue to fund its operations through

private equity offerings as well as cash generated from its ongoing business operations.

Company purchases equipment from certain suppliers to sell to its customers.

However, as of Sepember 30, 2025, the Company has not entered

However, as of December 31, 2025, the Company has not entered

into any long-term commitments or contractual obligations with those suppliers to purchase equipment.

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a material impact on our financial statements or results of operations.

the nine months ended June 30, 2025

following table summarizes the Company’s cash flows for the nine months ended June 30, 2025:

$ (3,040,539 )

Net cash used in operating

Net cash used in investing

provided by financing activities

Net change in cash and cash

cash equivalents, beginning of period

and cash equivalents, end of period

cash used in operating activities for the nine months ended June 30, 2025 was approximately $1.1 million.

The amount was primarily comprised

of a net loss of $3.0 million, offset by stock-based compensation expense of approximately $1.8 million and the net change in assets

and liabilities of approximately $0.1 million.

cash provided by operating activities from Company inception on May 3, 2024 through June 30, 2025 was approximately $0.5 million.

amount was primarily comprised of a net loss of approximately $0.1 million and changes in operating assets and liabilities of approximately

$0.5 million.

Company’s investing activities for the nine months ended June 30, 2025 were not material.

were no investing activities from the Company’s inception from May 3, 2024 through June 30, 2024.

cash provided by financing activities for the nine months ended June 30, 2025 consisted solely of private equity offering resulting in

net proceeds of approximately $1.4 million.

cash provided by financing activities from the Company’s inception on May 3, 2024 through June 30, 2024 was $586 related to the

issuance of 36,503,000 founders shares.

the three months ended December 31, 2025

following table summarizes the Company’s cash flows for the three months ended December 31, 2025:

Months Ended December 31,

Net cash (used in) provided by operating activities

Net cash provided by financing

Net change in cash and cash equivalents

Cash and cash equivalents,

beginning of period

Cash and cash equivalents,

end of period

cash used in operating activities for the three months ended December 31, 2025 was approximately $0.3 million.

The amount was primarily

comprised of a net loss of $0.7 million, offset by stock-based compensation expense of approximately $0.3 million and the net change

in assets and liabilities of approximately $0.1 million.

cash used in operating activities for the three months ended December 31, 2024 was approximately $0.1 million.

The amount was primarily

comprised of a net loss of $0.8 million, offset by stock-based compensation expense of approximately $0.5 million and the net change

in assets and liabilities of approximately $0.4 million.

were no investing activities during the three months ended December 31, 2025 and 2024.

cash provided by financing activities for the three months ended December 31, 2025, consisted solely of sales of common shares resulting

in net proceeds of approximately $0.2 million.

cash provided by financing activities for the three months ended December 31, 2024, consisted solely of sales of common shares resulting

in net proceeds of approximately $1.1 million.

to the guidance in ASC 205-40 Going Concern, for each annual and interim reporting period an entity’s management must evaluate

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To that extent, the Company incurred

a net loss of approximately $0.8 million and $3.0 million during the three and nine months ended June 30, 2025, respectively.

the Company had cash on hand of approximately $0.7 million as of June 30, 2025.

Based on the above, the Company determined that there

was substantial doubt about its ability to continue as a going concern.

The Company hopes to mitigate the substantial doubt through its

future capital raises and operating income.

a net loss of approximately $0.7 million during the three months ended December 31, 2025.

Further, the Company had cash on hand of approximately

$0.2 million as of December 31, 2025.

Based on the above, the Company determined that there was substantial doubt about its ability to

continue as a going concern.

The Company hopes to mitigate the substantial doubt through its future capital raises and operating income.

of Operations

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financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.

As noted in Item 1 of this Form 10-Q, the Company was incorporated on May 3, 2024.

The comparative period from Company inception of May

3, 2024 through June 30, 2024 has been presented in the filing.

the period from the Company’s inception on May 3, 2024 through June 30, 2024

the Company’s inception on May 3, 2024 through June 30, 2024, the Company recognized revenue of approximately $3.9 million, cost

of sales of approximately $3.7 and general and administrative of $0.3 million, resulting in a net loss for the period of approximately

$45 thousand.

The net loss for the period was primarily driven by general and administrative expenses.

the three months ended June 30, 2025

the three months ended June 30, 2025, the Company recognized no revenue and had a net loss for the period of approximately $0.8 million.

The net loss for the period was driven by general and administrative expense of $0.8 million.

the nine months ended June 30, 2025

the nine months ended June 30, 2025, the Company recognized revenue of approximately $3.7 million and had a net loss for the period of

approximately $3.6 million.

Revenue for the period was generated solely by equipment sales to the Company’s customers.

the net loss for the period was primarily driven by cost of revenue of approximately $3.6 million and general and administrative expense

of $3.1 million.

financial results for the three months ended December 31, 2025 and 2024 are summarized as follows:

Three Months Ended December 31,

Cost of revenue

Operating expenses:

Contract labor

Professional services

Travel and entertainment

Stock-based compensation

Software expense

Commissions and fees

Total operating expenses

Loss from operations

Comparison of

the three months ended December 31, 2025 and 2024

revenue was $57,000 and $3,666,000 for the three months ended December 31, 2025 and 2024, respectively.

Revenue decreased by $3,609,000,

or 98%, due to a reduction in the number of products sold during the period.

Revenue decreased compared to the prior-year period primarily due to the timing of orders.

Certain transactions

expected to close during the quarter were delayed as customer decision-making and procurement cycles extended and supplier and inventory

lead times lengthened, resulting in deliveries shifting into subsequent periods.

We believe the revenue decrease is not indicative of

underlying demand trends.

We have continued to expand our sales pipeline and enhance our financing offerings, which we believe supports

increased customer adoption and conversion of opportunities, and we expect revenue to improve as delayed transactions progress and deliveries

However, revenue may vary from period to period based on the timing of customer orders, deliveries, and customer acceptance, among

other factors.

cost of sales was $48,900 and $3,598,000 for the three months ended December 31, 2025 and 2024, respectively.

Cost of sales decreased

by $3,549,000, or 99%, due to the reduction in revenue.

Total operating expense was approximately $0.7 million

and $0.9 million for the three months ended December 31, 2025 and 2024, respectively.

Operating expense decreased by approximately $0.2

million, or 27%, primarily due to decreases in stock-based compensation of approximately $198,000, commissions and fees of approximately

$68,000, professional services of approximately $25,000, salaries expense of approximately $15,000 and other expenses of approximately

$8,000, which were partially offset by increases in contract labor of approximately $33,000, software expense of approximately $24,000

and travel and entertainment of $13,000.

Commissions and fees decreased by approximately $68,000 due to lower sales during the current

period compared to the prior period.

Accounting Estimates

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Accounting Pronouncements

standards that have been issued or proposed by the Financial Accounting Standards Board (“FASB”) that do not require adoption

until a future date are not expected to have a material impact on the financial statements upon adoption.

The Company does not discuss

recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations,

cash flows or disclosures.

November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting—Improvements to Reportable

Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures related to a public entity’s reportable

Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the

CODM and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference

between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position

of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance

and deciding how to allocate resources.

The standard also permits disclosure of more than one measure of segment profit.

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

The Company adopted the new standard on September 30, 2025.

The adoption of the new standard did not have a material impact to

our financial statements.

December 2023, the FASB issued ASU 2023-09-Income Taxes (Topic 740)-Improvements to Income Tax Disclosures, which requires entities to

provide additional information in the rate reconciliation and additional disclosures about income taxes paid.

The guidance should be

applied prospectively and is effective for annual periods beginning after December 15, 2024.

The Company does not expect the issued standard

to have a material impact on its financial statements.

November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40).

The amendments in this update require disclosure, in the notes to financial statements, of specified information about

certain costs and expenses at each interim and annual reporting period.

The amendments are effective for annual periods beginning after

December 15, 2026, and reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating

the impact of the new ASU to its financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information

under this item.

under this item, as disclosed in our most recent Form 10-K filed with the Securities and

Exchange Commission on December 29, 2025.

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