UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ______________________________

FORM 10-Q

 ______________________________

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2025

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-52375

(941) 487-3653

(Registrant’s Telephone Number, Including Area Code)

 ______________________________

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting, or an emerging growth company. See definition of “large accelerated filer,” "accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of February 12, 2026, the number of issued and outstanding common shares of the registrant was 843,177.

KINGFISH HOLDING CORPORATION

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KINGFISH HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of the unaudited consolidated financial statements

KINGFISH HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

The accompanying notes are an integral part of the unaudited consolidated financial statements

KINGFISH HOLDING CORPORATION 

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

UNAUDITED 

The accompanying notes are an integral part of the unaudited consolidated financial statements

KINGFISH HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

The accompanying notes are an integral part of the unaudited consolidated financial statements

KINGFISH HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Unaudited

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the operating results and financial condition of the Company for the fiscal quarters ended December 31, 2025 and 2024. The discussion and analysis set forth below is intended to assist you in understanding the financial condition and results of our operations and should be read in conjunction with our financial statements and the accompanying notes included elsewhere in this quarterly report. Our results of operations and financial condition, as reflected in the accompanying statements and related notes, are subject to management’s evaluation and interpretations of business conditions, changing market conditions and other factors. Historical results and trends which might appear should not be taken as indicative of future operations.

A NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (including the exhibits hereto) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), such as statements relating to our financial condition, results of operations, plans, objectives, future performance or expectations, and business operations. These statements relate to expectations concerning matters that are not historical fact. Accordingly, statements that are based on management’s projections, estimates, assumptions, and judgments constitute forward-looking statements. These forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “intend,” “objective,” “goal,” “project,” and other similar words and expressions, or future or conditional verbs such as “will,” “should,” “would,” “could,” and “may.” These forward-looking statements are based largely on information currently available to our management and on our current expectations, assumptions, plans, estimates, judgments and projections about our business and our industry, and such statements involve inherent risks and uncertainties. Although we believe our expectations are based on reasonable estimates and assumptions, they are not guarantees of performance and there are a number of known and unknown risks, uncertainties, contingencies, and other factors (many of which are outside our control) which may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. Accordingly, there is no assurance that our expectations will in fact occur or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements.

The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements:

If any of these risks or uncertainties materialize or any of these assumptions proves incorrect, the results of the Company could differ materially from the forward-looking statements. All written or oral forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice. The forward-looking statements included herein are only made as of the date of this Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2025 (this “Form 10-Q”). We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

Explanatory Note

On April 19, 2024, the Company consummated the Merger with Renovo, with the Company as the legal surviving entity and Renovo as the accounting surviving entity. For purposes of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the historic results of the Company are those of Renovo as the accounting survivor of the Merger.

Operations

Operations consist solely of acquiring salvage and reselling scrap metals processed and unprocessed ferrous and nonferrous metals from a variety of sources including, manufacturing and industrial plants, metal fabrication plants, electric utilities, machine shops, factories, refineries, demolition businesses, wrecking companies, contractors, and retail individuals. Ferrous metals contain significant quantities of iron or steel. Non-ferrous metals, which do not contain significant quantities of iron or steel include, without limitation, copper, brass, aluminum, bronze, lead, zinc, nickel, and alloys thereof; but do not include precious metals (such as gold, silver, and platinum).

The primary business operations of the Company consist of accepting metals contained in radiators, insulated aluminum wire, automotive components (rotors, drums, etc.), insulated copper wire, electric motors, stainless steel, scrap iron, appliances, aluminum cans, batteries (lead acid), and e-scrap. The Company utilizes specialized equipment to efficiently process significant volumes of insulated copper wire through granulation. With the exception of precious metals, our scrap metal processing facility processes almost all other types of metal.

The Company derives profit from aggregating more than 60 product types and reselling the materials to larger transfer and processing partners in the state of Florida. The Company has operated under the guidelines of selling “mixed” truckloads of material as soon as they are aggregated in an effort to abate any changes in commodity pricing that may affect its margins in a negative manner. This buy/sell formula has preserved margins in the past but also curtails the Company’s ability to ship directly to non-ferrous mills due to smaller volumes of like materials or Full Truck Load (“FTL”) volumes resulting in lower prices received for materials.

Although the Company does have the capacity and volume to achieve FTL loads required by non-ferrous mills, based on market price fluctuations, the Company has taken a more conservative approach to protect its margins. Accordingly, the Company only ships less than a truckload (“LTL”) of mixed commodities to go to multiple end users in an effort to mitigate any potential losses due to market fluctuations.

The Company conducts its operations on real property located at 3324 63rd Avenue East, Bradenton, Florida 34203 (the “Property”). This Property is owned by 6 LLC, a Florida limited liability company solely owned by the shareholders of Renovo prior to the Merger. The Company has the option to acquire the Property pursuant to a purchase option agreement.

The Company has received approvals to build a C&D Site on the Property, as well as a transfer station for material recovery of mobile homes and recreational vehicles, industrial solid non-hazardous waste, plastics and cardboard. The final site plan has been reviewed by the appropriate agencies and found to be sufficiently in compliance with the Manatee County Land Development Code and Comprehensive Plan. Although the Company has taken the steps to have the C&D Site classified for such use and has actively taken steps to evaluate the construction of a C&D plant on the Property, the Company has not yet determined to proceed with the commencement of C&D plant operations. The ultimate determination of whether to proceed with operating a C&D plant will depend on a number of factors, including, without limitation, existing market conditions and the likelihood of profitable operation of a C&D plant. Such a designation would add value to the Property, but the Company will not operate a C&D plant unless and until it determines, if ever, that it would be a viable and profitable business venture for the Company with appropriate rates of investment return. Accordingly, there can be no assurance that the Company will operate a C&D plant on the Property. The Manatee County approvals will expire after four years from the original approval date of March 28, 2027, and are subject to the expiration date (April 7, 2026) of the Company’s Certificate of Level of Service, which is required by Manatee County. The approvals may be extended in 12-month increments for up to 48 months from the original expiration date. The Company has obtained two extensions from Manatee County, which means we may obtain at most two more 12-month extensions. Prior to this expiration the Company may pursue building permits to build the C&D Site.

The Company does not engage in the business of fabricating or otherwise converting raw materials into products or prepared grades of materials having an existing or potential economic value.

Balance Sheet

At December 31, 2025 and September 30, 2025, the Company had total assets of $2,135,512 and $2,478,376, respectively, total liabilities of $1,883,612 and $2,128,544, respectively, and total stockholders’ equity of $251,900 and $349,832, respectively. The decrease of total assets of $342,864 from September 30, 2025 to December 31, 2025 was due to a decrease in cash of $555,607 primarily as a result of capital expenditures, a decrease in inventory in the amount of $11,345, a decrease in the right of use asset in the amount of $117,634, offset by an increase in accounts receivable in the amount of $8,111, an increase in deferred income tax asset in the amount of $33,158 and an increase in property in equipment in the amount of $300,453. The decrease of total liabilities of $244,932 from December 31, 2025 to September 30, 2025 was due primarily to an aggregate $262,485 of accounts payable, accrued compensation, taxes payable, and lease liabilities offset by an increase in accrued interest payable in the amount of $17,553.

At December 31, 2025 and September 30, 2025, the Company had retained earnings of $249,730 and $349,468, respectively. The decrease in retained earnings was a result of our net loss for the three months ended December 31, 2025 in the amount of $99,738.

Results of Operations

Comparison of Three Months Ended December 31, 2025 and 2024

Revenues

For the three months ended December 31, 2025 and 2024, the Company had total revenues of $686,500 and $1,536,631, respectively, and gross profits of $286,767 and $549,419, respectively. The primary driver of the Company’s revenues are steel prices and the prices of other metal commodities. When metal prices are higher, revenues increase assuming that volume is stable. The Company is primarily impacted by the price of steel, with the price of copper and the price of other metals also significantly contributing to the Company’s revenues and profits. The primary reason for the decrease in our revenues in the three-month period ended December 31, 2025 was due to the decrease in the volume of the Company’s sales in the three months ended December 31, 2025 when compared to the three months ended December 31, 2024. The decrease is primarily attributable to the revised Manatee County Solid Waste policy implemented in Q4 2025, which discontinued residential curbside recycling collection. This shift was further compounded by similar policy updates in the City of Bradenton. While internal logistical constraints have previously limited expansion, enhancing the Company’s transportation infrastructure represents a key strategic opportunity for future growth.

Cost of goods sold for the three months ended December 31, 2025 and 2024 were $399,733 and $987,212, respectively, resulting in a gross margin of 42% and 36%, respectively. Cost of goods sold consists primarily of costs associated with purchasing salvage and scrap metal and increases as prices for these commodities fluctuate. Following the resumption of standard operations in Q4 2025, the Company recorded a decrease in steel procurement, primarily due to current logistics and transportation limitations. As the Company currently operates on a purely inbound collection model, its primary growth objective is the vertical integration of freight and logistics. The Company expects this initiative will allow it to exercise greater control over operational expenses while delivering a significantly enhanced customer experience.

Operating Expenses.

The Company’s operating expenses increased from $362,098 for the three months ended December 31, 2024 to $402,108 for the three months ended December 31, 2025 due primarily to an increase in general and administrative expenses in the amount of $18,866 an increase in director compensation in the amount of $18,920.

Other Income (Expenses).

Other income (expenses) went from $76,478 for the three months ended December 31, 2024 to $(17,553) for the three months ended December 31, 2025. The reason for the change was due to the Company recording a gain on extinguishment of accounts payable in the amount of $95,150 during the period ending December 31, 2024.

Net Income (Loss)

For the three months ended December 31, 2025, we had a net loss of ($99,738) as opposed to net income of $197,981 for the three months ended December 31, 2024. The Company had a net loss in the current period primarily due to a decline in sales and increase in operating expenses.

Liquidity and Capital Resources

At December 31, 2025 and September 30, 2025, our current liabilities were $1,883,612 and $2,128,544, respectively. We had no material commitments for capital expenditures as of December 31, 2025.  The difference of $244,932 was due primarily to an aggregate $262,485 of accounts payable, accrued compensation, taxes payable, and lease liabilities offset by an increase in accrued interest payable in the amount of $17,553.

The Company’s principal sources of funds are funds generated by its operations, as well as amounts received from affiliated loans. Such affiliated loans include both those entered into by the Company prior to the Merger and those entered into by Renovo prior to the Merger. In addition, the Company has paid operational expenses and debt on behalf of 6 LLC. As of December 31, 2025, the total paid on behalf of 6 LLC and payable to the Company is $1,009,580. These operational expense advances bear no interest, are uncollateralized and have no specific due date. As stated above under the balance sheet section, there was an increase in cash as a result of increased sales. The Company plans to apply a portion of its existing cash position to repay certain such affiliated loans and to undertake various property maintenance projects.

Management has evaluated the Company’s ability to continue as a going concern in accordance with ASC 205-40. In prior periods, substantial doubt existed regarding the Company’s ability to meet its obligations due to recurring losses and negative operating cash flows. However, for the year ended September 30, 2025, the Company generated net income of $461,187 and positive cash flows from operations of $744,979. These results reflect improved operating performance and strengthened liquidity. For the three months ended December 31, 2025, the Company had a net loss of $99,738, negative working capital of $1,172,361 and net cash used in operations in the amount of $239,355. The Company does not anticipate the current period loss to be indicative of long-term performance and current actions being taken to overcome the current period’s shortfall. If it becomes necessary the Company has the ability to defer certain obligations, and or site improvements temporarily, or renegotiate any number of loans and agreements to increase its cash position without going into additional debt.

Based on this assessment, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has been alleviated. Accordingly, the financial statements have been prepared on a going concern basis.

The Company currently intends to undertake certain capital expenditures relating to certain improvements on the property where it conducts business to construct or install temporary or permanent improvements and to request or record easements relating to utilities and access, including, without limitation, driveways, fencing, gates, and utility connections. Such improvements also may include those necessary to provide special dedicated access to the Company property in favor of the County during storm conditions. These improvements shall be at the Company’s sole expense. During the three months ended December 31, 2025, the Company spent $316,252 on capital expenditures. The Company expects to expend approximately $10,000 during the next 12 months for such capital expenditures and that such expenses will be paid out of revenue generated by the Company during that period.

As part of the Company’s potential development activities on the Property, the Company has negotiated and, on August 12, 2025, entered into the Amended LLC Agreements with 6, LLC (“Amended 6, LLC Agreements”), to permit the Company to construct or install temporary or permanent improvements and to request or record easements relating to utilities and access, including, without limitation, driveways, fencing, gates, and utility connections. Such improvements also may include those necessary to provide special dedicated access to the Company Real Property in favor of the County during storm conditions. These improvements shall be at the Company’s sole expense. Any such construction activities performed by or on behalf of the Company shall be at the Company’s sole expenses and are required to be conducted by properly licensed and qualified contractors, consultants, or other professionals. Under the Amended 6, LLC Agreements, the Company may not permit any liens to attach to the Property by reason of the exercise of its rights thereunder, except any lien bonded or certain insured identified therein.

The Company’s ability to finance its working capital requirements and sustain current levels of operations, and to service or retire its outstanding debt obligation, as well as its ability to exercise its Purchase Option (described below), is dependent upon management’s ability to continue to curtail current operating expense and obtain additional financing to augment working capital requirements and support acquisition plans. In order to service or retire such loans and to exercise the Purchase Option, the Company is evaluating possible equity financings. However, the Company has not yet determined whether to pursue an equity financing at this time and there is no assurance that an equity financing will be attempted by the Company, or, in the event that the Company does pursue an equity financing, that such financing would be successful or on terms reasonably satisfactory to the Company.

In connection with the closing on the Merger, the Company entered into a lease agreement with 6 LLC on April 19, 2024. Under the terms of the Lease the Company is leasing the Property (including the buildings situated thereon) on which the Company conducts its operations from 6 LLC for annual rent of $480,000 paid in twelve (12) monthly payments of $40,000, which is inclusive of electrical, water, sewer, and other utilities. The Lease has an initial term of two years, and may be extended for a period of up to five (5) additional years by the Company. In addition to the Lease, the Company also has entered into a Purchase Option Agreement with the equity owners of 6 LLC (“Purchase Option Agreement”) pursuant to which the Company has the exclusive option, subject to certain conditions, in its sole discretion, exercisable at any time within five (5) years after the closing of the Merger to acquire 6 LLC and, as a result thereof, the Property (the “Purchase Option”). The terms of the Lease include customary terms regarding alterations to the Property, maintenance by 6 LLC, insurance, and indemnification and generally reflect terms that would be typically negotiated in an at arm’s-length transaction with modifications to the termination provisions of the Lease to limit 6 LLC’s ability to terminate the Lease in light of the Purchase Option Agreement. Further, the Lease limits 6 LLC’s ability to assign the Lease, while preserving the right of the Company to assign the Lease under certain circumstances. The Company has not yet determined whether it will exercise the Purchase Option. For more information relating to the Purchase Option Agreement and the Purchase Option, see Financial Statement Note 11.

Cash Flow

The following table provides detailed information about our net cash flow for the three months ended December 31, 2025 and 2024:

Net cash used in operating activities for the three months ended December 30, 2025 was ($239,355) compared to $134,689 provided by operating activities for the three months ended December 30, 2024. This difference primarily related to a net loss in the current period coupled with accrued compensation in the amount of $94,600, income taxes payable in the amount of $49,449, deferred tax asset in the amount of $33,158 and operating lease liability in the amount of $117,634. During the three months ended December 30, 2025, net cash used in investing activities was $(316,252) compared to $0 for the three months ended December 31, 2024. During the three months ended December 31, 2025, the company purchased $301,252 of equipment and $15,000 in leasehold improvements. During the three months ended December 30, 2025, our financing activities used cash of $0 compared to $500 during the three months ended December 30, 2024. The difference primarily related to less related party loan activity in the current period.

Affiliate Loans.

Prior to the Merger with Renovo, the Company had no operations and generated no revenues. As a result, the Company entered into various lending arrangements with related parties to finance its activities in connection with the preparation of its SEC filings and the negotiation of the Merger transaction. These loans were made to the Company by James K. Toomey.

In connection with the Merger, the Company assumed all affiliated loans made to Renovo prior to the Merger, which consisted of loans made to Renovo by James K. Toomey, Lori M. Toomey, and Kristen Toomey, and their affiliated entities, including Conch and Shell Holdings, Inc., AMI Holdings, Inc., and Passing Through, LLC.

Each such affiliated loan made by one or more of James K. Toomey, Lori M. Toomey, and Kristen Toomey, and their affiliated entities, including Conch and Shell Holdings, Inc., AMI Holdings, Inc., and Passing Through, LLC (collectively referred to herein as the “Toomey Debtholders”) to the Company or Renovo prior to the Merger is referred to herein as an “Affiliate Loan” and collectively, such loans, “Company Affiliate Debt.”

The Company Affiliate Debt which was assumed by the Company from Renovo in connection with the Merger, including the Company Security (as defined below), is subordinated to the 6 LLC Bank Loan and secured by all of the assets of the Company and is secured by all of the assets of 6 LLC (the “6 LLC Security”). In addition, 6 LLC’s primary source of funds included loans made to 6 LLC by the Toomey Debtholders and their affiliated entities (such loans collectively comprise the “6 LLC Affiliate Debt”). The 6 LLC Affiliate Debt, including the 6 LLC Security, is subordinated to the 6 LLC Bank Loan. The 6 LLC Affiliate Debt is secured by all of the assets of 6 LLC, and certain of the 6 LLC Affiliate Debt is secured by the assets of the Company (the “Company Security”).

As of December 31, 2025, the aggregate principal amount of the Company Affiliated Debt was approximately $1,327,171 and the accrued interest thereon was approximately $274,924.

Set forth below is the outstanding Company Affiliate Debt as of December 31, 2025.

________________

Set forth below is the outstanding 6 LLC Affiliate Debt subject to the Company Security as of December 31, 2025.

The maturity dates of the 6 LLC Affiliate Debt have been extended to December 31, 2026.

Both the 6 LLC Affiliate Debt (and the Company Security thereof) and the Company Affiliate Debt (and the 6 LLC Security thereof) are subordinated to the 6 LLC Bank Loan which has a senior secured security interest in all of the assets of the Company and 6 LLC. Although the 6 LLC Bank Loan is by and between Hancock Whitney Bank and 6 LLC, all of the assets of the Company and all of the assets of 6 LLC, including the property on which the Company conducts business, are used to secure the 6 LLC Bank Loan.  As a result, Lori Toomey (a director of the Company) has pledged her personal trust as additional collateral as security for the 6 LLC Bank Loan and she is required to maintain $1 million of liquid assets in her trust. 

For more information relating to the Company Affiliate Debt and the 6 LLC Debt, please see Notes 7 and 8 to the Financial Statements.

Hancock Whitney Bank Loan

The outstanding amount owed under the 6 LLC Bank Loan as of December 31, 2025 was approximately $1,540,207. Interest accrues on the 6 LLC Bank Loan at an annual rate of 6.735% and the loan was set to mature on December 31, 2026; however, 6 LLC has received a commitment letter to extend the loan by another 12 months at an annual rate of 5.75%. The 6 LLC Bank Loan has been on a year-to-year basis since 2019 and the parties historically have extended the 6 LLC Bank Loan and have entered into new loan agreements each year. However, there is no agreement to extend the 6 LLC Bank Loan each year and, as a result, there is a risk that the 6 LLC Bank Loan will not be extended beyond the current maturity date and, if it is extended, that the terms of such 6 LLC Bank Loan may be on terms more disadvantageous as those currently in place (i.e., higher interest rates to reflect current market conditions).

In the event that the 6 LLC Bank Loan is not extended or is otherwise terminated prematurely, and 6 LLC is unable to pay the outstanding balance of the 6 LLC Bank Loan, the Company may be required fulfil its obligations as a guarantor of the 6 LLC Bank Loan and repay the remaining outstanding balance of the 6 LLC Bank Loan, which may require the Company to sell its assets, seek equity investments, or replacement debt in order to raise sufficient capital. There is no assurance that the Company will be able to secure the necessary financing or funds to repay the 6 LLC Bank Loan or obtain such funds on favorable terms. If the Company is required to fulfil its obligations as a guarantor and is unable to secure the funds necessary to repay the 6 LLC Bank Loan, it may be difficult for us to continue our operations and if we do secure such funds, the terms thereof may be disadvantageous and have a significant negative impact on the Company’s financial position.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “Smaller Reporting Company”, the Company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedure

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of the end of such period, our disclosure controls and procedures were not effective as of December 31, 2025 due to material weaknesses in our internal control over financial reporting in providing reasonable assurance in timely alerting management to material information relating to the Company and that information required to be disclosed in our reports is recorded, processed, summarized, and reported as required to be included in our periodic filings with the Commission.

The Company is currently evaluating a number of steps to enhance our disclosure controls and procedures, as well as our internal control over financial reporting, and address these material weaknesses, including: appointing specific financial reporting personnel with technical accounting and financial reporting experience, adopting policies to ensure proper internal communications and review in connection with non-routine transactions, enhancing our internal review procedures during the financial statement closing process, and designing and implementing journal entry procedures and controls. Following the completion of the Merger, the Company contracted with one financial consultant and is continuing to evaluate additional steps to enhance its disclosure controls and procedures including evaluating whether to retain additional consultants. Despite the existence of these material weaknesses, the Company believes the financial information presented herein is materially correct and in accordance with generally accepted accounting principles in the United States.

Changes in Internal Control over Financial Reporting

There were no significant changes in our internal controls or in other factors that could significantly affect our disclosure controls and procedures subsequent to the date of the above-referenced evaluation. Furthermore, there was no change in our internal control over financial reporting or in other factors during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are presently no pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

ITEM 1A. RISK FACTORS

As a “Smaller Reporting Company”, the Company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

* Exhibit Filed Herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.