Fort Technology (NEXR) posts 2025 loss on listing costs as Nexera reprices key warrants

Q: How did Fort Technology Inc. (NEXR subsidiary) perform financially in 2025?

Fort Technology generated $10.846 million in revenue in 2025, up from $9.875 million in 2024. Despite this growth, the company reported a net loss of $5.83 million , compared with a $0.36 million profit a year earlier, largely due to listing and financing costs.

Q: What caused Fort Technology’s net loss in 2025 despite higher revenue?

The 2025 net loss of $5.83 million mainly reflects $3.784 million of non-recurring listing expenses from a reverse recapitalization and $0.945 million in net financial expenses. Core operations moved from a $0.53 million operating profit in 2024 to a $1.26 million operating loss in 2025.

Q: What is Nexera Technologies’ warrant exercise price change disclosed in the 6-K?

Effective April 28, 2026 , the exercise price for Nexera’s outstanding Series A Warrants and two note-related warrants was reset to $1.545808 per ordinary share . The filing notes that the Note Warrant and Second Note Warrant were fully exercised by their holder as of April 29, 2026.

Q: What major financing transactions did Fort Technology complete in 2025?

Fort issued CAD 5 million (about $3.63 million ) of unsecured convertible debentures maturing in 2027 with a 10% annual interest rate. It also entered into a £2 million loan to EEH Ventures Limited, classified as a fair value through profit or loss convertible loan receivable on its 2025 balance sheet.

Q: What is the EEH Loan mentioned in Fort Technology’s MD&A?

The EEH Loan is a £2,000,000 facility to EEH Ventures Limited bearing 7.5% annual interest over three years. Fort can convert the outstanding principal and interest into EEH’s holdings in Wigan Topco Limited, representing 35.8% of Wigan’s share capital, creating an additional investment exposure.

Q: How strong is Fort Technology’s balance sheet at December 31, 2025?

Fort reported $7.492 million in total assets and $4.699 million in total liabilities at year-end 2025, leaving shareholders’ equity of $2.793 million . Key items included $0.605 million of cash, $3.862 million of inventory and a $3.127 million carrying amount for its convertible debenture liability.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Nexera Technologies Ltd filed a Form 6-K that mainly provides 2025 audited financial statements and MD&A for its majority-owned subsidiary Fort Technology Inc. Fort’s revenue grew to $10.8 million from $9.9 million, but the company posted a net loss of $5.8 million versus a prior-year profit of $0.4 million, largely due to $3.8 million of non-recurring listing expenses from a reverse recapitalization and higher financial expenses.

Fort ended 2025 with total assets of $7.5 million, including cash of $0.6 million, inventory of $3.9 million and a $2.3 million fair-valued convertible loan receivable, against total liabilities of $4.7 million and shareholders’ equity of $2.8 million. Nexera’s 6-K also furnishes a press release announcing that KeepZone AI received official authorization to introduce an advanced fuel tank structural survivability system in the Gulf region.

The filing further discloses that, effective April 28, 2026, the exercise price of Nexera’s outstanding Series A Warrants and two note-related warrants was adjusted to $1.545808 per ordinary share, and the note-related warrants were fully exercised by April 29, 2026.

Insights

Subsidiary shifts from profit to IFRS loss mainly on one-time listing costs, while revenue grows and leverage rises.

Fort Technology’s revenue increased to $10.846M, but a one-time listing expense of $3.784M from its reverse recapitalization and higher finance costs drove a net loss of $5.83M. This marks a sharp contrast with the prior-year profit of $0.36M.

Leverage increased through $3.63M of unsecured convertible debentures maturing in 2027, carried at $3.127M, while cash remained modest at $0.605M. A £2M (~$2.717M) convertible loan to EEH classified at fair value adds investment exposure alongside operating activities.

Management and auditors prepared the accounts on a going-concern basis, citing operating cash flows, Fort’s growing pest-control business and potential support from parent Nexera. The warrant repricing to an exercise level of $1.545808 and full exercise of two note-related warrants modestly affects Nexera’s capital structure without changing Fort’s underlying operations in the disclosed period.

Key Figures

Revenue 2025: $10.846M Revenue 2024: $9.875M Net income (loss) 2025: ($5.83M) +5 more

8 metrics

Revenue 2025 $10.846M Fort Technology revenue for year ended December 31, 2025

Revenue 2024 $9.875M Fort Technology revenue for year ended December 31, 2024

Net income (loss) 2025 ($5.83M) Fort Technology net loss for year ended December 31, 2025

Listing expenses $3.784M Non-recurring listing expenses from reverse recapitalization in 2025

Convertible debentures issued CAD 5.0M (~$3.63M) Unsecured convertible debentures issued August 21, 2025, maturing 2027

Convertible debenture liability $3.127M Carrying amount at December 31, 2025

Convertible loan receivable $2.285M EEH convertible loan fair value at December 31, 2025

Adjusted warrant exercise price $1.545808/share Exercise price for Series A and note-related warrants effective April 28, 2026

Key Terms

reverse recapitalization, convertible debentures, fair value through profit or loss (FVTPL), IFRS Accounting Standards, +2 more

6 terms

reverse recapitalization financial

"The acquisition of Fort by the Company... was accounted for as a reverse recapitalization."

A reverse recapitalization is a way for a privately held company to become publicly traded by taking control of an existing public company and swapping ownership rather than going through a traditional public offering. For investors it matters because it can quickly change who controls a company and reshape its share structure and value — like a homeowner swapping houses and keys rather than building a new one — so it can create sudden shifts in stock supply, dilution and market expectations.

convertible debentures financial

"On August 21, 2025, the Company issued unsecured convertible debentures for an aggregate principal of CAD 5,000 thousand."

Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.

fair value through profit or loss (FVTPL) financial

"The Company therefore classified the Primary Loan in its entirety as a financial asset measured at fair value through profit or loss (FVTPL)."

IFRS Accounting Standards financial

"in accordance with International Financial Reporting Standards (IFRS® Accounting Standards, hereafter “IFRS”)."

International Financial Reporting Standards (IFRS) are a set of common rules for preparing company financial reports so numbers like profit, assets and debt are presented consistently across countries. Think of them as a standardized recipe or blueprint that helps investors compare businesses the same way they would compare cars using the same list of features; consistent reporting reduces surprises and makes it easier to assess value, risk and performance.

going concern basis financial

"these financial statements have been prepared on a going concern basis."

Form 6-K: How Foreign Companies Report to the SEC →

04/30/2026 - 09:21 AM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of April 2026

Commission file number: 001-41482

Nexera Technologies Ltd

(Translation of registrant’s name into English)

7 Mezada St.
Bnei Brak, Israel 5126112
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

CONTENTS

Interim Financial Statements; Management’s Discussion; Analysis of Fort Technology Inc.

This Report of Foreign Issuer on Form 6-K (“Form 6-K”) is being furnished by Nexera Technologies Ltd (the “Company”) to the Securities and Exchange Commission for the purpose of furnishing the following exhibits, each of which were made available on SEDAR+ at www.sedarplus.ca, by Fort Technology Inc. (TSXV:FORT) (“Fort Technology”), the Company’s majority owned subsidiary, on April 29, 2026: (i) audited consolidated financial statements of Fort Technology as of December 31, 2025, attached as Exhibit 99.1 hereto; and (ii) Fort Technology’s management’s discussion and analysis for the year ended December 31, 2025, attached as Exhibit 99.2 hereto.

Press Release

On April 28, 2026, the Company issued a press release titled “Nexera: KeepZone AI Receives Official Authorization to Introduce Advanced Fuel Tank Structural Survivability System in the Gulf Region”, a copy of which is furnished as Exhibit 99.3 to this Form 6-K.

Adjustments to Exercise Price

The Company hereby updates that pursuant to Section 2(a) of the Series A Warrants dated January 29, 2024 (the “Series A Warrants”) to purchase ordinary shares, no par value, of the Company (the “Ordinary Shares”), Section 2(a) of the amended and restated warrant to purchase Ordinary Shares, issued in connection with a convertible promissory note, dated January 16, 2025 (the “Note Warrant”) and Section 2(a) of the warrant to purchase Ordinary Shares issued in connection with a convertible promissory note, dated February 18, 2026 (the “Second Note Warrant”), effective as of April 28, 2026, the exercise price per each whole Ordinary Share issuable upon exercise of the outstanding Series A Warrants, the Note Warrant and the Second Note Warrant was adjusted to $1.545808 (subject to any further adjustment as provided therein). No other changes, adjustments or modifications were made to the Series A Warrants, the Note Warrant or the Second Note Warrant. As of April 29, 2026, the Note Warrant and Second Note Warrant have been exercised in full by the holder thereof.

This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-277188, File No. 333-262835, File No. 333-283848, File No. 333-283904, File No. 333-285030, File No. 333-287341 and File No. 333-293607) and Registration Statements on Form S-8 (File No. 333-269119, File No. 333-280459,File No. 333-291322 and File No. 333-295195), to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.
99.1		Audited Consolidated Financial Statements of Fort Technology Inc. as of December 31, 2025.
99.2		Management Discussion and Analysis of Fort Technology Inc. for the year ended December 31, 2025.
99.3		Press Release issued by Nexera Technologies Ltd, dated April 28, 2026, titled “Nexera: KeepZone AI Receives Official Authorization to Introduce Advanced Fuel Tank Structural Survivability System in the Gulf Region”.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Nexera Technologies Ltd

Date: April 30, 2026	By:	/s/ Ronen Zalayet
		Ronen Zalayet
		Chief Financial Officer

Exhibit 99.1

FORT TECHNOLOGY INC.
(Formerly Impact Acquisitions Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2025

FORT TECHNOLOGY INC.
(Formerly Impact Acquisitions Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1197)	F-2
Consolidated Statements of Financial Position	F-4
Consolidated Statements of Profit and Loss	F-5
Consolidated Statements of Changes in Shareholders’ Equity	F-6
Consolidated Statements of Cash Flows	F-7 – F-8
Notes to the Consolidated Financial Statements	F-9 – F-30

_____________________________

__________________________________________

_____________________________

F-1

INDEPENDENT AUDITOR’S REPORT

To the Shareholders and the Board of Directors of Fort Technology Inc.

Opinion

We have audited the consolidated financial statements of Fort Technology Inc. (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2025 and 2024, and the consolidated statements of profit and loss, changes in shareholders’ equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025and 2024, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS^® Accounting Standards, hereafter “IFRS”) as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

A key audit matter is a matter that, in our professional judgment, was of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. This matter was addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

Revenue recognition — Refer to Note 2k to the financial statements

Key Audit Matter Description

The Company recognizes revenue from sales of pest control products, mainly through Amazon.uk. Revenue is recognized when control of the product transfers to the customer, net of estimated returns. The Company uses Amazon-generated reports and settlement statements to record revenue and reconcile sales and collection activity.

We identified revenue recognition as a key audit matter because of the use of third-party reports in the recording of revenues and reconciliation of sales and collection activity. This required an increased extent of effort, in relation to our audit as whole, when auditing the occurrence and accuracy assertion for sales generated through the Amazon platform.

How the Key Audit Matter Was Addressed in the Audit

Our audit procedures related to the occurrence and accuracy assertion of revenue recognized for the year ended December 31, 2025 included, among others:

	●	We obtained an understanding of management’s revenue recognition process.

	●	We agreed revenues to underlying Amazon orders and delivery reports.

	●	We tested the Company’s inventory roll-forward and agreed the underlying quantities of product sales to the Company’s recorded revenue.

●

We agreed cash received in bank to Amazon settlement statements and to the respective recorded revenue.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

F-2

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the IASB, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

●

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

●

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

●

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

●

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

●

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

●

Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Aviad Gur El.

Brightman Almagor Zohar & Co.

Certified Public Accountants

A Firm in the Deloitte Global Network

Tel Aviv, Israel

April 29, 2026

F-3

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(U.S. dollars in thousands)

		December 31
	Note	2025			2024
Assets
CURRENT ASSETS:
Cash and cash equivalents			605			546
Trade receivables			102			116
Other receivables			203			51
Inventory	4		3,862			3,119
			4,772			3,832
NON-CURRENT ASSETS:
Right-of-use assets	6		190			250
Deferred tax asset	12		134			-
Convertible loan receivable	5		2,285			-
Property and equipment, net			111			135
			2,720			385
TOTAL ASSETS			7,492			4,217

Liabilities and equity
CURRENT LIABILITIES:

Trade payables			543			505
Lease liability	6		55			48
Other payables	7		406			253
Loan commitment liability	5		258			-
Related parties payable	14		152			1,775
			1,414			2,581
NON-CURRENT LIABILITIES:
Lease liability	6		158			199
Convertible debenture	8		3,127			-
Deferred taxes	12		-			33
			3,285			232
TOTAL LIABILITIES			4,699			2,813

SHAREHOLDERS’ EQUITY:	10

Common shares and additional paid in capital			6,884			(*	)
Share-based payment reserve			185			-
Convertible debentures reserve			150			-
Retained earnings (Accumulated deficit)			(4,426	)		1,404
TOTAL SHAREHOLDERS’ EQUITY			2,793			1,404
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			7,492			4,217

(*)	Amount less than $ 1

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

F-4

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

(U.S. dollars in thousands, except per share data)

		Year ended December 31
	Note	2025			2024

Revenues	11(a)		10,846			9,875
Cost of revenues	11(b)		9,767			8,226

Gross profit			1,079			1,649

Operating expenses:

Sales and marketing	11(c)		1,158			656
General and administrative	11(d)		1,177			326
Other expenses	11(e)		4			139

Operating profit (loss)			(1,260	)		528

Listing expenses	3		3,784			-

Financial income	11(f)		(14	)		-
Financial expenses	11(f)		959			31
Financial expenses (income), net			945			31

Profit (loss) before taxes			(5,989	)		497

Tax expense (benefit)	12		(159	)		137

Net profit (loss) and total comprehensive profit (loss) for the year			(5,830	)		360

Earnings (loss) per common share (basic and diluted)			(0.69	)		0.05

Weighted average common shares outstanding (*)			8,388,212			7,142,857

(*)	Retrospectively adjusted to reflect the exchange ratio in the SPA consummated on July 7, 2025, see Note 1(a), and the reverse share splits effected on October 1, 2025 and February 18, 2026, see Note 1(e).

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

F-5

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(U.S. dollars in thousands, except per share data)

	Number of common shares(**)		Common shares and additional paid in capital		Share-based payment reserve		Convertible debentures reserve		Retained earnings			Total

Balance as of January 1, 2024		7,142,857		(*)		-		-		1,044			1,044

Net profit for the year		-		-		-		-		360			360
Balance as of December 31, 2024		7,142,857		(*)		-		-		1,404			1,404

Effect of reverse recapitalization transaction (Note 3)		2,378,572		4,168		-		-		-			4,168
Issuance of convertible debentures (Note 8)		-		-		-		185		-			185
Share-based payment in connection with issuance costs of convertible debentures		128,861		242		-		-		-			242
Exercise of warrants		11,260		11		-		-		-			11
Share-based payment		-		-		150		-		-			150
Conversion of debt into equity (Note 10(b))		1,700,802		2,463		-		-		-			2,463
Net loss for the year		-		-		-		-		(5,830	)		(5,830	)
Balance as of December 31, 2025		11,362,352		6,884		150		185		(4,426	)		2,793

(*)	Amount less than $ 1

(**)	Retrospectively adjusted to reflect the exchange ratio in the SPA consummated on July 7, 2025, see Note 1(a), and the reverse share splits effected on October 1, 2025 and February 18, 2026, see Note 1(e).

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

F-6

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	Year ended December 31
	2025			2024

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net profit (loss) for the year		(5,830	)		360
Adjustments required to reflect net cash from (used in) operating activities (see Appendix A):		4,597			163
Net cash provided by (used in) operating activities		(1,233	)		523

CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment		(6	)		(132	)
Changes in short term deposit		588			-
Investment in convertible loan receivable (Note 5)		(2,717	)		-
Net cash used in investing activities		(2,135	)		(132	)

CASH FLOWS USED IN FINANCING ACTIVITIES:
Issuance of convertible debentures, net of issuance costs (Note 8)		3,464			-
Exercise of warrants		11			-
Net increase in cash resulting from reverse recapitalization (Note 3)		4			-
Lease payments		(69	)		(59	)
Net cash from (used in) financing activities		3,410			(59	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		42			332

EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS		17			4
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR		546			210

CASH AND CASH EQUIVALENTS AT END OF THE YEAR		605			546

F-7

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	Year ended December 31
	2025			2024
APPENDIX A:
Adjustments required to reflect net cash provided by (used in) operating activities:
Revenues and expenses that do not involve cash flows:
Exchange differences on cash and cash equivalent		(17	)		(4	)
Changes in deferred taxes, net		(167	)		33
Depreciation		94			58
Amortization of discount on convertible debentures (Note 8)		90			-
Interest expenses on convertible debenture (Note 8)		92
Share-based payment to employees		150			-
Listing expenses (non-cash) (Note 3)		3,459			-
Revaluation of convertible loan receivable (Note 5)		40			-
Revaluation of loan commitment liability (Note 5)		(3	)		-
convertible loan receivable revaluation (Note 5)		653			-
Lease financing expenses		31			(4	)
		4,422			83
Changes in working capital:
Decrease in trade receivables		14			92
Decrease (increase) in other receivables		(152	)		272
Increase in related parties payable		840			2,059
Increase in inventory		(743	)		(2,195	)
Decrease in trade payables		19			6
Decrease (increase) in other payables		197			(154	)
		175			80

Adjustments required to reflect net cash provided by (used in) operating activities		4,597			163

Supplemental disclosure of cash flow information:
Interest received		15			10
Interest paid		49			17
Taxes paid		8			158
Non cash financing and investing activities
Right of use assets obtained in exchange for lease liabilities		-			273
Share-based payment in connection with issuance costs of convertible debentures		242			-
Conversion of debt into equity (Note 10(b))		2,463			-

The accompanying notes are an integral part of the financial statements

F-8

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollar in thousands)

NOTE 1 - GENERAL

Fort Technology Inc.

Fort Technology Inc. (formerly Impact Acquisitions Corp.) (the “Company”) was incorporated on December 5, 2019, under the Business Corporations Act (British Columbia). The Company was a Capital Pool Company (the “CPC”) as defined in the TSX Venture Exchange (the “Exchange”) Policy 2.4. The principal business of the Company since incorporation and until closing of the SPA (see below) on July 7, 2025 was the identification and evaluation of assets or business with a view to potentially acquire them or an interest therein by an option or any concomitant transaction. The purpose of such acquisition was to satisfy the related conditions of a qualifying transaction under the policies of the Exchange.

On February 6, 2025, Nexera Technologies Ltd (formerly Jeffs’ Brands Ltd, a public company traded on the NASDAQ Stock Market) (“Nexera”) signed a Share Purchase Agreement (the “SPA”) for the sale of all the shares of Fort Products Limited (“Fort”) to the Company. On July 7, 2025, Nexera closed the SPA and the Company changed its name to Fort Technology Inc. Pursuant to the closing of the SPA, Nexera sold to the Company all of the issued and outstanding shares of Fort, in consideration for 7,142,857 common shares of the Company and up to an additional 4,714,287 common shares (the “Contingent Right Shares”), each at a deemed price per share of CAD 2.396 (approximately $1.76 per share), representing a post-closing common share interest in the Company of 75.02% (or up to 83.29% in the event of the full achievement of the milestones resulting in the issuance in full of the Contingent Right Shares).

The Contingent Right Shares will be issued to Nexera upon the achievement of the following milestones:

1,571,429 common shares upon the completion of a transaction resulting in the listing of the Company’s securities on the New York Stock Exchange, the Nasdaq Stock Market LLC, or another U.S. national securities exchange, if completed within 24 months from the closing date,

ii.

1,571,429 common shares upon the successful capital raising by the Company, within 48 months of the closing date, in equity and/or debt financing totalling at least $8 million,

iii.

1,571,429 common shares upon the Company reaching annual revenues of at least $15 million by December 31, 2028, as reflected in its audited financial statements.

Fort Products Limited

Fort, a private company incorporated under the laws of England and Wales, was established on November 25, 2005. Fort is engaged in the sale of pest control products primarily through Amazon.uk under its own trademarks: Roshield, Entopest, Rempro and Birdgo. Until the closing of the SPA, Fort was a wholly owned subsidiary of Nexera.

The acquisition of Fort by the Company, upon closing of the SPA, was accounted for as a reverse recapitalization. Fort was determined to be the “accounting acquirer” in the reverse recapitalization based on an evaluation of the guidance in IFRS 3, primarily because the shareholders of Fort (which is Nexera) received the majority voting interest in the Company, which confers the ability to elect or remove a majority of the governing body, and because Fort’s former management dominates the senior management of the combined entity. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Fort. See Note 3 for further details of the accounting treatment.

F-9

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 1 - GENERAL (continued)

Fort Products LLC

On September 11, 2025, Fort and KeepZone AI Inc. (formerly Jeffs’ Brands Holdings Inc., a wholly owned subsidiary of Nexera) (“KeepZone”) entered into a membership interests transfer agreement, pursuant to which KeepZone assigned to Fort all of the membership interest in Fort Products LLC (then a wholly owned subsidiary of KeepZone), such that Fort Products LLC became a wholly owned subsidiary of Fort. The membership interests transfer agreement was considered as business combination under common control and accounted in a manner similar to pooling-of-interests with an immaterial consideration.

Fort Products LLC was incorporated in 2023, and did not have operations since incorporation and through the issuance date of these financial statements. Also, Fort Products LLC did not have any material assets during this period.

The Company and its subsidiaries, Fort and Fort Products LLC, are collectively referred to as the “Group”. Additionally, Nexera became the parent company.

Liquidity

During the year ended December 31, 2025, the Company incurred a net loss of $5,830 and cash flows used in operating activities were $1,233. As of December 31, 2025, the Company had an accumulated deficit of $4,426.

The net loss for the year ended December 31, 2025 was mainly attributable to the non-recurring listing expenses related to the reverse capitalization transaction (see Note 3). The Company reported net income for the year ended December 31, 2024.

The Company intends to continue to finance its operating activities through revenues generated from its operation and, if required, through financial support from its parent company, Nexera. In assessing the Company’s liquidity, management considered Nexera’s ability to provide support to the Company, if needed, through intercompany loans and/or equity contributions.

Based on the foregoing, management believes that the Company’s cash on hand, together with expected cash flows from operations and financial support available from Nexera, will be sufficient to support the Company’s operations and meet its obligations as they fall due for a period of at least twelve months from the date of approval of these financial statements. Accordingly, these financial statements have been prepared on a going concern basis.

Reverse Share Splits

(1)

On October 1, 2025, the Company effected a one-for-seven (1-for-7) reverse share split of its issued and outstanding common shares. As a result, every seven (7) shares of common shares issued and outstanding were combined into one common share.

(2)

On February 18, 2026, the Company effected a one-for-two (1-for-2) reverse share split of its issued and outstanding common shares. As a result, every two (2) shares of common shares issued and outstanding were combined into one common share.

All outstanding securities entitling their holders to purchase or receive common shares of the Company were adjusted pursuant to their terms as a result of the reverse share splits. The reverse share splits did not affect the number of common shares authorized for issuance. All share amounts, per share data and exercise prices have been adjusted retroactively within these financial statements to reflect the reverse share splits.

F-10

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 2 - MATERIAL ACCOUNTING POLICY INFORMATION

Basis of preparation of the financial statements:

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS^® Accounting Standards, hereafter “IFRS”) as issued by the International Accounting Standards Board. The material accounting policies described below have been applied consistently in relation to all the periods presented, unless otherwise stated.

The consolidated financial statements have been prepared under the historical cost basis.

The Company’s operating period is 12 months.

The consolidated financial statements were authorized for issuance by the Board of Directors on April 29, 2026.

Estimates:

The preparation of the consolidated financial information requires management to make assumptions, estimates, and judgments that affect the application of policies and reported amounts of assets and liabilities and disclosures of assets and liabilities at the date of the consolidated financial statements, along with reported amounts of revenues and expenses during the period. Actual results may differ from these estimates, and as such, estimates and underlying assumptions are reviewed on an ongoing basis.

Functional and presentation currency:

Functional and presentation currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”).

The functional currency of the Company and each of its subsidiaries is the United States dollar (“U.S. dollar”) as the U.S. dollar is the currency of the primary economic environment in which the Company and its subsidiaries has operated and expects to continue to operate in the foreseeable future.

These consolidated financial statements are presented in U.S. dollar, which is the presentation currency of the Group.

Transactions and balances

In preparing the financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Nonmonetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Cash and cash equivalents

Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition.

Inventory

Inventories are stated at the lower of cost or net realizable value. Inventories are adjusted for estimated excess inventories and obsolescence and written down to net realizable value based upon estimates of future demand, technology developments, and market conditions. Cost is determined in accordance with first-in, first-out method. The cost of inventory includes all costs of purchase, and other costs incurred in bringing the inventories to their present location and condition including shipment and freight costs.

F-11

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 2 - MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Property and equipment

Property and equipment are stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditures that are directly attributable to the acquisition of the items. Repairs and maintenance are charged to the statements of profit or loss during the period in which they are incurred.

Property and equipment are depreciated using the straight-line method to allocate their cost over their estimated useful lives, as follows:

	%
Plant, Machinery & Office Furniture		20
Computers Equipment		33

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from its continued use. The gain or loss arising on the disposal of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of an item of property and equipment and is recognized in profit or loss.

Financial instruments

Financial assets and financial liabilities are recognized in the statements of financial position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.

Classification of financial assets

The Company classifies its financial assets in the following measurement categories:

Those to be measured subsequently at fair value through profit or loss, and those to be measured at amortized cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. Financial assets measured at amortized cost are subsequently measured using the effective interest method, less any impairment, where applicable, while financial assets measured at fair value are subsequently measured in fair value, with gains and losses recognized in profit or loss.

Measurement at Initial Recognition

At initial recognition, the Company measures a financial asset at its fair value.

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

F-12

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 2 - MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Financial liabilities

Financial liabilities are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash flows (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability.

The Company’s financial liabilities at amortized cost are trade and other payables, related parties payable, lease liability and convertible debentures.

Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

Leases

The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease, which if not readily determinable, the Company uses its incremental borrowing rate.

The incremental borrowing rate depends on the term, currency and start date of the lease and is determined based on a series of inputs including: the risk-free rate based on government bond rates; a country-specific risk adjustment; a credit risk adjustment based on bond yields; and an entity-specific adjustment when the risk profile of the entity that enters into the lease is different to that of the Company and the lease does not benefit from a guarantee from the Company.

Lease payments included in the measurement of the lease liability comprise of fixed lease payments (including in-substance fixed payments).

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the lease commencement date, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the right-of-use asset.

F-13

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 2 - MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Taxation

The income tax expense represents the sum of the tax currently payable and deferred tax.

Current Tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit (loss) before taxes as reported in the statements of profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred Tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Revenue recognition

The Company sells pest control products, mainly through Amazon.uk.

Revenue is recognized when control of the goods has transferred, being at the point that the goods are delivered. Payment of the transaction price is due immediately at the point the customer purchases the goods.

The transaction price is the amount of the consideration that is expected to be received based on the contract terms, excluding amounts collected on behalf of third parties (such as taxes).

In determining the amount of revenue from contracts with customers, the Company assesses whether it acts as a principal in the arrangement. The Company is considered a principal when it controls the promised goods before transferring them to the customer. The Company recognizes revenue on a gross basis, reflecting the total consideration received.

Under the Company’s standard contract terms, customers have a right to return within 45 days. For contracts with rights of return, the Company recognizes revenue based on the amount of the consideration which the Company expects to receive for goods which are not expected to be returned and recognizes a refund liability for the amount not expected to be received. At the end of each reporting period, the Company updates its estimates of expected goods returns and adjusts the refund liabilities with a corresponding adjustment in revenues.

Cost of revenues

In accordance with the Company’s contract with Amazon, as well as other platforms through which the Company sells its goods, the Company is obligated to pay incremental costs, such as sales fulfillment commissions, which are contingent on making binding sales. These sales fulfillment commissions would not have been incurred if the contract had not been obtained.

Additionally, cost of revenues includes the total cost of the goods, as well as expenses related to freight, storage, and salaries, which constitute direct costs associated with the goods sold.

F-14

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 2 - MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Share-based payments

Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. In the case of restricted share units (“RSUs”) granted by the Company, the grant date fair value is based on the market price of the Company’s common shares at the grant date.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the number of equity instruments that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

Earnings (loss) per share

Basic loss per share is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding during the year.

Diluted earnings per share is computed by adjusting the weighted average number of common shares outstanding for the effects of all potentially dilutive common shares, including share options, restricted share units (“RSUs”), warrants and convertible debentures, using the treasury stock method or the if-converted method, as applicable.

For the year ended December 31, 2025, the Company had potentially dilutive common shares outstanding. However, because the Company incurred a net loss for the year, the inclusion of such instruments would have been anti-dilutive. Accordingly, diluted loss per share was the same as basic loss per share.

For the year ended December 31, 2024, the Company did not have potentially dilutive common shares outstanding.

New and revised IFRS Accounting Standards in issue but not yet effective

At the date of authorization of these financial statements, the Company has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective

The Company does not expect that the adoption of the new and revised IFRS Accounting Standards will have a material impact on the financial statements of the Company in future periods, except if indicated below.

Amendments to IFRS 9 and IFRS 7—Amendments to the Classification and Measurement of Financial Instruments

In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments (the Amendments). The Amendments include:

●

A clarification that a financial liability is derecognized on the ‘settlement date’ and the introduction of an accounting policy choice (if specific conditions are met) to derecognize financial liabilities settled using an electronic payment system before the settlement date

●

Additional guidance on how the contractual cash flows for financial assets with environmental, social and corporate governance (ESG) and similar features should be assessed

●

Clarifications on what constitute ‘non-recourse features’ and what are the characteristics of contractually linked instruments

●

The introduction of disclosures for financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income (OCI).

The Amendments are effective for annual periods starting on or after January 1, 2026 with early adoption permitted for classification of financial assets and related disclosures only. The Company does not anticipate that the amendments will have a material effect on the Company’s financial statements.

F-15

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 2 - MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Annual Improvements to IFRS Accounting Standards—Volume 11

In July 2024, the IASB issued nine narrow scope amendments as part of its periodic maintenance of IFRS accounting standards. The amendments include clarifications, simplifications, corrections or changes to improve consistency in IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7 Financial instruments: Disclosure and its accompanying Guidance on implementing IFRS 7, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements and IAS 7 Statements of Cash Flows.

The amendments will be effective for reporting periods beginning on or after January 1, 2026. Earlier application is permitted and must be disclosed.

The amendments are not expected to have a material impact on the Company’s financial statements.

IFRS 18 Presentation and Disclosures in Financial Statements

IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new requirements. In addition, some paragraphs from IAS 1 have been moved to IAS 8 and IFRS 7. Furthermore, the IASB has made minor amendments to IAS 7 and IAS 33 Earnings per Share.

IFRS 18 introduces new requirements to:

●

present specified categories and defined subtotals in the statement of profit or loss

●

provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements

●

improve aggregation and disaggregation.

An entity is required to apply IFRS 18 for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The amendments to IAS 7 and IAS 33, as well as the revised IAS 8 and IFRS 7, become effective when an entity applies IFRS 18. IFRS 18 requires retrospective application with specific transition provisions.

The Company anticipates that the adoption of IFRS 18 may have an impact on the Company’s consolidated financial statements in future periods and is currently assessing the impact of the adoption.

F-16

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 3 - REVERSE RECAPITALIZATION AND LISTING EXPENSE

As described in Note 1(a), on July 7, 2025, the Company completed the acquisition of all of the issued and outstanding shares of Fort from Nexera (the “Transaction”). Following the Transaction, Nexera, the former sole shareholder of Fort, obtained control of the Company. For accounting purposes, the Transaction has been accounted for as a reverse recapitalization, with Fort identified as the accounting acquirer and the Company identified as the accounting acquiree.

The Company, the accounting acquiree, did not meet the definition of a business in IFRS 3 Business Combinations. Accordingly, the Transaction has been accounted for as a reverse recapitalization and an equity-settled share-based payment transaction for the provision of a stock exchange listing and related services in accordance with IFRS 2 Share-based Payment. The share-based payment for stock exchange listing and related services had been recorded in profit or loss and measured as the excess of fair value of the Company’s common shares issued to acquire the Company over the fair value of the Company’s identifiable net assets acquired.

As consideration for the acquisition of the Company’s net assets and the provision of stock exchange listing and related services, the Company is considered to have issued, on the closing of the Transaction, 2,378,572 common shares to the former shareholders of the Company, representing 24.98% equity interests deemed to have been issued by Fort in exchange to the acquired assets, with an aggregate fair value of $4,168. The fair value of the 2,378,572 common shares was measured at the closing market price of the Company’s publicly traded shares on July 7, 2025 which was CAD 2.40 per share (approximately $1.76 per share). The Contingent Right Shares are considered an integral part of the Transaction, as they have non-vesting conditions, and therefore their measurement is included as part of the deemed consideration issued to the Company’s shareholders as a share-based payment for the listing service which is already reflected in the fair value of the Company’s shares in the market at the date of the Transaction.

The identifiable net assets of the Company at the acquisition date were as follows:

	July 7,
	2025

Cash and cash equivalents		4
Deposit		588
Prepaid expenses		136
Trade payables		(19	)
Net assets acquired		709

The fair value of the common shares issued in excess of the net assets acquired represents the cost of the stock exchange listing related services and advisory and other services received, and has been recognized as a listing expense in profit or loss for the period, as follows:

	July 7,
	2025

Fair value of 2,378,572 common shares		4,168
Less: net assets acquired		(709	)
Direct legal expenses incurred on the Transaction		325
Listing expenses recognized in profit or loss		3,784

For periods prior to the Transaction, the consolidated financial statements present the results of Fort, as the accounting acquirer, with comparative information recasted accordingly. The equity structure presented in these consolidated financial statements, adjusted to the equity structure of the legal parent, Fort Technology Inc. (formerly Impact Acquisitions Corp).

F-17

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 4 - INVENTORY

	December 31,
	2025		2024

Goods in transit		711		389
Finished goods		3,151		2,730
		3,862		3,119

NOTE 5 - CONVERTIBLE LOAN RECEIVABLE AND LOAN COMMITMENT LIABILITY

On August 8, 2025, the Company entered into a convertible loan agreement with EEH Ventures Ltd. (“EEH”), a privately held United Kingdom company engaged in residential real estate investment and development. Under the agreement, the Company provided a loan (the “Primary Loan”) in an amount of £2 million (approximately $2,717) to EEH. The loan is denominated in GBP, bears a fixed rate of interest of 7.5% and is repayable at maturity, 3 years from the drawdown date of the Primary Loan, unless earlier converted. The Company has the right, but not the obligation, to convert the outstanding principal and accrued interest of the Primary Loan into ordinary shares of EEH representing 19.9% of EEH’s fully diluted share capital.

In addition, EEH has an option, exercisable one year after signing, to draw down an additional loan (the “Additional Loan”) of up to £1 million (approximately $1,358) on similar terms as the Primary Loan. If the Additional Loan is drawn and subsequently converted, the combined conversion of the Primary Loan and Additional Loan would entitle the Company to receive ordinary shares representing up to 25% of EEH’s fully diluted share capital.

As of December 31, 2025, only the Primary Loan had been drawn and no part of the loan had been converted into ordinary shares of EEH as at that date.

The Primary Loan is a non-derivative financial asset whose contractual cash flows (principal, interest and equity conversion feature) are not solely payments of principal and interest on the principal amount outstanding (SPPI), due to the equity conversion option that links the cash flows to the value of EEH’s ordinary shares. Accordingly, the Primary Loan fails the SPPI test under IFRS 9 and does not qualify for measurement at amortized cost or FVOCI. The Company therefore classified the Primary Loan in its entirety as a financial asset measured at fair value through profit or loss (FVTPL) in accordance with IFRS 9.

The undrawn Additional Loan represents a contractual commitment to provide credit on terms that include an equity conversion feature and that are considered, in aggregate, to be potentially favorable to the borrower. The Company accounts for this undrawn Additional Loan as a loan commitment liability (the “Loan Commitment”) measured at FVTPL under IFRS 9.

F-18

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 5 - CONVERTIBLE LOAN RECEIVABLE AND LOAN COMMITMENT LIABILITY (continued)

The fair value of both the Primary Loan and the Loan Commitment is determined using a Black-Scholes pricing model. As such, both instruments are classified within Level 3 of the fair value hierarchy. A summary of significant unobservable inputs (Level 3 inputs) used in measuring the fair value of the convertible loan receivable and loan commitment liability, at initial recognition, are as follows:

	Convertible loan receivable			Loan commitment liability
Conversion ratio of EEH’s fully diluted share capital		19.9	%		5.1	%
Underlying asset value (GBP in thousands)		12,012			12,012
Expected term (years)		3			2
Exercise price (GBP in thousands)		2,485			1,156
Expected volatility		29.78	%		27.52	%
Risk-free interest rate		3.72	%		3.92	%
Expected dividend yield		0			0

On initial recognition, the fair value of the Primary Loan (asset) and the Loan Commitment was £2,192 thousand (approximately $2,977) and £192 thousand (approximately $260), respectively.

As of December 31, 2025, the Primary Loan was remeasured at FVTPL. The fair value of the Primary Loan as of that date was determined based on the cash flows expected to be derived from the instrument, taking into account both the contractual cash repayment alternative and the conversion feature. The value of the contractual cash repayment alternative was determined based on the expected contractual cash flows, including principal and accrued interest, discounted at a rate of 15% over the remaining expected term of 2.6 years. As of December 31, 2025, the fair value attributable to the contractual cash repayment alternative exceeded the fair value attributable to the conversion feature and therefore drove the fair value measurement of the instrument at that date.

As of December 31, 2025, the Loan Commitment was subsequently measured in accordance with IFRS 9 at the higher of (i) the amount of the loss allowance determined under the expected credit loss model and (ii) the amount initially recognized less, when appropriate, the cumulative amount of income recognized in accordance with IFRS 15. As no income was recognized in respect of the Loan Commitment and the amount of the expected credit loss allowance did not exceed the amount initially recognized, the carrying amount of the Loan Commitment remained unchanged in GBP since initial recognition. The change in the US dollar carrying amounts between these dates arose from changes in the GBP/USD exchange rate over the period.

The net change in the fair value of the Primary Loan and the Loan Commitment (including exchange rate differences) in the amount of $694 was recognized within financial expenses.

On January 13, 2026, the Company entered into an amendment to the convertible loan agreement with EEH. Under the amendment, the option to provide the Additional Loan of £1 million was cancelled. In addition, the conversion mechanism of the existing loan was modified. Instead of a right to convert the outstanding Primary Loan into 19.9% of the EEH fully diluted share capital, the Company obtained the right, upon conversion of the Primary Loan, to receive from EEH all of its holdings of Wigan Topco Limited (“Wigan”) representing 35.8% of the issued share capital of Wigan. As a result of the amendment, subsequent to December 31, 2025, the Company derecognized the loan commitment liability. The Company is evaluating the impact of the changes of the amendment on its consolidated financial statements.

F-19

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 6 - LEASES

Right-of-use assets

	Buildings
Cost
As of December 31, 2023		57
Additions		273
As of December 31, 2024		330
Additions		-
As of December 31, 2025		330

Accumulated depreciation
As of December 31, 2023		30
Charge for the year		52
Exchange rate translation		(2	)
As of December 31, 2024		80
Charge for the year		64
exchange rate differences		(4	)
As of December 31, 2025		140

Carrying amount
As of December 31, 2024		250
As of December 31, 2025		190

Fort leases two warehouse facilities in the United Kingdom.

One warehouse lease expired on February 23, 2025. Following the expiry date, Fort continued to occupy the premises by mutual agreement with the lessor pending execution of a new lease agreement. During this interim period, no enforceable lease agreement was in place and, accordingly, no right-of-use asset or lease liability was recognized in respect of this arrangement during that period. Payments made during this period were recognized as lease expense in profit or loss. On January 28, 2026, Fort entered into a new lease agreement with respect of this facility, providing for annual rent of £44 thousand (approximately $60), payable quarterly.

The second warehouse is leased under an agreement effective from July 1, 2024 for a fixed term of five years, with no early termination option and no renewal option. Annual lease payments under this agreement were £52 thousand (approximately $65), payable monthly.

In addition, beginning in July 2024, Fort leased a warehouse in Italy under a month-to-month arrangement. The Company elected to apply the short-term lease exemption under IFRS 16 to this arrangement.

Lease expense related to the interim occupancy of the expired UK warehouse lease and short-term lease expense related to the Italian warehouse lease amounted to $42 for the year ended December 31, 2025. Short-term lease expense related to the Italian warehouse amounted to $2 for the year ended December 31, 2024.

F-20

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 6 - LEASES (continued)

Amounts recognized in profit and loss

	Year ended December 31,
	2025		2024
Depreciation expense on right-of-use assets		64		52
Interest expense on lease liabilities		18		13
Exchange rate (income) expenses		12		(1	)

Lease liabilities

	As of December 31,
	2025			2024
Maturity analysis:
Year 1		70			65
Year 2		70			65
Year 3		70			65
Year 4		35			65
Year 5		-			33
Onwards		-			-
Total undiscounted cash flows		245			293
Imputed interest		(32	)		(46	)
Lease Liability		213			247

Analyzed as:
Current		55			48
Non-current		158			199
		213			247

NOTE 7 - OTHER PAYABLES

	December 31,
	2025		2024
Government institutions		12		181
Employees and related benefits		5		13
Accrued interest		92		7
Accrued expenses and other payables		297		52
		406		253

F-21

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 8 - CONVERTIBLE DEBENTURES

On August 21, 2025, the Company issued unsecured convertible debentures for an aggregate principal of CAD 5,000 thousand (approximately $3,630). The convertible debentures mature on August 21, 2027 (the “Maturity Date”) and bear yearly interest of 10%, payable quarterly in cash (with the first interest payment for the period from issuance to September 30, 2025). The conversion price was determined in US dollars at the date of issuance, by reference to the CAD/USD exchange rate on August 21, 2025, such that the related cash flows are fixed in US dollars.

Holders of the convertible debentures have the option to convert the principal amount into Units of the Company at any time from issuance up to the Maturity Date at a conversion price of $1.86 per Unit. Each Unit consists of one common share and one warrant. Each warrant entitles the holder to purchase one additional common share at an exercise price of $1.86 per share, exercisable until August 21, 2030. Any unconverted principal will be repayable in cash at the Maturity Date.

The convertible debentures are compound financial instrument with both a debt component and an equity component, accounted for in accordance with IAS 32 Financial Instruments: Presentation and IFRS 9 Financial Instruments. The debt component represents the Company’s contractual obligation to repay principal and interest, and the equity component (which is shown as Convertible debenture reserve in the consolidated statements of financial position) represents the holder’s conversion feature.

On August 21, 2025, the Company allocated the proceeds from the issuance of the convertible debentures between a debt component and an equity component. The debt component was measured first at fair value, equal to the present value of the scheduled future cash flows (interest and principal) discounted at the estimated market interest rate for similar debt with no conversion features. The equity component was determined as the residual amount of the proceeds less the fair value of the debt component. The carrying amount of the equity component will remain fixed in value, while the debt component will be subsequently measured at amortized cost using the effective interest method under IFRS 9.

Issuance costs totaled $408 thousand comprised of: (1) the fair value of 128,828 common shares issued to advisors and certain investors in the amount of $242, and (2) $166 paid to advisors and certain investors. The total issuance costs were allocated between the debt and equity components on a pro-rata basis, consistent with the amounts initially recognized for each component at the issuance date. The portion attributed to the equity component was recorded as a reduction of equity, while the portion attributed to the debt component was deducted from the carrying amount of the debt on initial recognition. Accordingly, the debt component was recognized at $3,422 before the costs allocation and at $3,037 after allocation of issuance costs, and the equity component was recognized at $208 before the cost allocation and $185 after such allocation.

From the issuance date to December 31, 2025, the Company recognized total finance costs of $221 related to the convertible debentures. This amount is comprised of $131 of interest expenses and $90 of additional non-cash financial expenses arising from the accretion of the convertible debentures’ debt component. All interest and accretion expenses related to the convertible debentures have been recognized within financial expenses.

The table below summarizes the carrying amount of the convertible debenture as of December 31, 2025 and August 21, 2025 (issuance date):

	December 31,			August 21,
	2025			2025
Proceeds		3,630			3,630
Less: Unamortized discount		(503	)		(593	)
Carrying amount		3,127			3,037

On December 31, 2025, the Company received irrevocable conversion notices from all of the holders of the convertible debentures. Pursuant to these notices, contingent upon and immediately following the effectiveness of the listing of the Company’s common shares on Nasdaq, the aggregate outstanding principal amount of the convertible debentures will be automatically converted into Units of common share and warrant, as described above.

F-22

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 9 - FINANCIAL INSTRUMENTS

Classes and categories of financial instruments

December 31, 2025	Amortized Cost		FVTPL Level 3		Total
Cash and cash equivalents		605		-		605
Trade receivables		102		-		102
Other receivables		203		-		203
Convertible loan receivable		-		2,285		2,285
Total financial assets		910		2,285		3,195

Trade payables		543		-		543
Other payables		406		-		406
Related parties payable		152		-		152
Lease liability (current and non-current)		213		-		213
Convertible debenture		3,127		-		3,127
Total financial liabilities		4,441		-		4,441

In addition, financial liabilities include a loan commitment liability was initially recognized at fair value and is subsequently measured in accordance with IFRS 9 in the amount $258.

December 31, 2024	Amortized Cost		Total
Cash and cash equivalents		546		546
Trade receivables		116		116
Other receivables		51		51
Related parties receivables		-		-
Total financial assets		713		713

Trade payables		505		505
Other payables		253		253
Related parties payable		1,775		1,775
Lease liability (current and non-current)		247		247
Total financial liabilities		2,780		2,780

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for management of the Company’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Liquidity and interest risk tables

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. To the extent that interest cash flows are floating rate, the undiscounted amount is derived from interest rate curves at the reporting date.

F-23

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 9 - FINANCIAL INSTRUMENTS (continued)

The contractual maturity is based on the earliest date on which the Group may be required to pay.

	0-1 year		2-5 year
December 31, 2025
Trade payables		543		-
Other payables		406		-
Lease liability		70		175
Related parties payable		152		-
Convertible debenture		363		3,862
		1,534		4,037

	0-1 year		2-5 year
December 31, 2024
Trade payables		505		-
Other payables		253		-
Lease liability		65		228
Related parties payable		1,775		-
		2,581		199

Foreign currency risk management

The Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities denominated in the principal currencies at the reporting date are as follows:

	GBP					Euro				CAD
	December 31,					December 31,				December 31,
	2025		2024			2025		2024		2025		2024
Assets		3,716		530			16		14		193		-
Liabilities		686		779			-		-		24		-
Net exposure		3,030		(249	)		16		14		169		-

Foreign currency sensitivity analysis

The Group is mainly exposed to GBP, Euro and CAD.

The following table details the Company’s sensitivity to a 10 per cent increase and decrease in currency units against the relevant foreign currencies. 10 per cent is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10 per cent change in foreign currency rates.

	GBP						Euro					CAD
	December 31, 2025			December 31, 2024			December 31, 2025			December 31, 2024		December 31, 2025			December 31, 2024
Profit or loss		(1,471	)		86			(4	)		-		119			-
Equity		1,471			(86	)		(4	)		-		(119	)		-

F-24

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 10 - SHARE CAPITAL:

The share capital composed of common shares as follows:

	Number of common shares
	December 31
	2025		2024
Issued (*)		11,362,352		7,142,857

(*)	Retrospectively adjusted to reflect the exchange ratio in the SPA consummated on July 7, 2025, see Note 1(a), and the reverse share splits effected on October 1, 2025 and February 18, 2026, see Note 1(e).

The Company has unlimited number of authorized common shares without par value.

The common shares confer upon their holders the following rights: (i) the right to vote in any general meeting of the Company, (ii) the right to receive dividends, if and when declared by the Board of Directors and (iii) the right to receive upon liquidation of the Company a sum equal to the nominal value of the share, and if a surplus remains, to receive such surplus, subject to the rights conferred on any class of shares which may be issued in the future.

On December 24, 2025, the Company entered into a debt settlement agreement with Nexera. Pursuant to the agreement, on December 31, 2025, the Company issued 1,700,802 common shares to Nexera in the aggregate fair value of approximately $2,463, in settlement of the related parties payable balance which was included in the Company’s consolidated statement of financial position as of September 30, 2025.

Contingent Right Shares - pursuant to the SPA, the Company is committed to issue additional common shares to Nexera up to 4,714,287 shares upon the achievement of certain milestones as detailed in note 1(a).

Share option - The Company has a share option plan (the “Previous Plan”) pursuant to which the Board of Directors may grant incentive share options to officers, directors, other employees and consultants. Under the Previous Plan, the Company may grant options to purchase up to 10% of the issued and outstanding common shares. Share options granted may not exceed a term of 10 years, and the term will be reduced to 1 year following the death of the optionee. All share options vest when granted unless otherwise specified by the Board of Directors.

As of December 31, 2024, a total of 41,429 share options were outstanding and fully exercisable at an exercise price of CAD 1.40 per option (approximately $0.98 per option). These share options are scheduled to expire in March 2027.

F-25

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 10 - SHARE CAPITAL: (continued)

On July 21, 2025, the Company adopted a new equity incentive plan (the “New Plan”), which was approved by the shareholders on August 21, 2025 and replaces the Previous Plan. Under the New Plan, the Company may grant share options, restricted share units (“RSUs”) and performance-based awards to officers, directors, other employees, and consultants.

The New Plan is allowing the issuance of up to 1,904,479 common shares, which represented 20% of the issued and outstanding common shares as of the adoption date.

On September 15, 2025, the Company granted 139,287 RSUs to officers and members of the Board of Directors and 128,570 RSUs to consultants. The RSUs are, upon vesting, exchangeable on a one-for-one basis with common shares. 50% of the RSUs granted will vest after one year and the remaining 50% will vest in four tranches over the second year from the date of grant. The RSUs are equity-settled share-based payment awards. The fair value of each RSU at the grant date was $2.32, based on the Company’s common share price on their grant date.

On November 8, 2025, the Company granted 42,857 RSUs to a consultant. The RSUs are, upon vesting, exchangeable on a one-for-one basis with common shares. 50% of the RSUs granted will vest after one year and the remaining 50% will vest in four tranches over the second year from the date of grant. The RSUs are equity-settled share-based payment awards. The fair value of each RSU at the grant date was $2.85, based on the Company’s common share price on their grant date.

During 2025, no RSUs vested, forfeited, or expired. The Company recorded an expense of $150 in respect of such grants, included in general and administrative expenses. As of December 31, 2025, unrecognized share-based compensation expense that will be recognized over the next 1.75 years is $474.

As of December 31, 2025, a total of 10,168 warrants were outstanding and fully exercisable at an exercise price of CAD 1.40 per option (approximately $0.98 per warrant). During 2025, 11,260 warrants were exercised in total consideration of $11.

NOTE 11 - ADDITIONAL INFORMATION REGARDING PROFIT OR LOSS:

Revenues:

	Year ended December 31,
	2025		2024
Revenues from products sales, net		10,846		9,875

Cost of Revenues:

	Year ended December 31,
	2025		2024
Purchases and changes in inventory		3,252		3,165
Sales fulfillment commissions		5,153		4,455
Freight		610		296
Wages, salaries and related expenses		561		210
Depreciation		46		-
Packing supplies		78		83
Storage		67		17
		9,767		8,226

Sales and marketing:

	Year ended December 31,
	2025		2024
Advertising on Amazon and other platforms		823		640
Wages, salaries and related expenses		151		16
Consultants		184		-
		1,158		656

F-26

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 11 - ADDITIONAL INFORMATION REGARDING PROFIT OR LOSS: (continued)

General and administrative:

	Year ended December 31,
	2025		2024
Directors’ fees		53		25
Wages, salaries and related expenses		43		-
Professional services		713		109
Maintenance		39		49
Depreciation		48		58
IT software and consumables		30		21
Share-based payment		150		-
Other		101		64
		1,177		326

Other expenses:

	Year ended December 31,
	2025		2024
Management fees to Parent Company		-		139
Other		4		-
		4		139

Finance expenses, net:

	Year ended December 31,
	2025			2024
Finance income:
Interest income		(14	)		-
Total finance income		(14	)		-

Finance expense:

Exchange rate differences		57			11
Bank fees		10			3
Amortization of discount on convertible debentures		90			-
Interest expenses on convertible debentures		131			-
Revaluation of convertible loan receivable		653			-
Lease liability interest		18			17
Total finance expenses		959			31

Finance expense (income), net		945			31

F-27

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 12 - TAXES ON INCOME:

Tax rates

The Company is taxed according to Canadian corporate tax law and is subject to a tax rate of 27%.

Fort is taxed according to UK tax laws. The UK corporate income tax rate is 25%.

Taxes on income included in the consolidated statements of profit or loss:

	Year ended December 31,
	2025			2024
Current taxes		-			104
Deferred taxes		(167	)		33
Prior year adjustments		8			-
		(159	)		137

Deferred taxes:

Deferred taxes are comprised of the following components:

	As of December 31,
	2025		2024
Deferred tax asset
Operating lease right of use asset		53		62
Operating loss carryforward		159		-
Total deferred tax assets		212		62

Deferred tax liabilities
Property and equipment		28		33
Operating lease liability		50		62
Total deferred tax liability		78		95

Net deferred tax (liability) assets		134		(33	)

Theoretical tax:

Reconciliation between tax expenses and the product of profit (loss) before taxes multiplied by the Company’s statutory income tax rate is as follows:

	Year ended December 31,
	2025			2024
Profit (loss) before taxes		(5,989	)		497

Statutory income tax rate		27	%		27	%
Tax expense (tax benefit) computed at the statutory income tax rate		(1,617	)		134
Increase (decrease) in tax expenses resulting from the following:
Previous years taxes		(8	)		18
Unrecognized deferred tax assets in respect of tax loss carryforwards		297			-
Permanent differences related to the reverse capitalization transaction and non-deductible listing expenses(*)		1,023			-
Non-Canada tax rate differential		13			(10	)
Others		133			(5	)

Tax expenses		(159	)		137

(*)	Includes non deductible listing expenses recognized in connection with the reverse recapitalization transaction completed on July 7, 2025 (see Note 3) .

F-28

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 13 - SEGMENTS

The Company has one operating segment, sale of pest control products. Revenues are attributed to geographic areas based on location of the end customers as follows:

	Year ended December 31,
	2025		2024
United Kingdom		9,075		9,106
France (*)		700		454
Other		1,071		315
		10,846		9,875

(*)	In 2025, revenues from France were disclosed separately as they became material in accordance with IFRS 8. In previous year, there were no material revenues in a single country within Europe.

Information about the Company’s non-current assets (excluding financial instruments and deferred tax assets) by geographical location is detailed below:

	As of December 31,
	2025		2024
United Kingdom (*)		301		385
		301		385

(*)	All of the Company’s non-current assets are located in the United Kingdom. Non-current assets in other countries, if any, are not material and are therefore not disclosed separately.

NOTE 14 - RELATED PARTIES

Transactions with related parties

	Year ended December 31,
	2025		2024
Cost of revenues
Management fees (c1)		193		-

Sales and marketing
Management fees (c1)		151		-

General and administrative expenses:
Directors’ fees		53		148
Management fees (c1)		46		-
Professional services – CEO and CFO (c3)		59		-
Share-based payments to directors and officers (Note 10d)		126		-

Other expenses:
Management fees (c1)		-		37

Financial expenses:
Interest expenses on convertible debentures (c3)		103		-

F-29

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
(U.S. dollar in thousands)

NOTE 14 - RELATED PARTIES (continued)

Balances with related parties:

	As of December 31,
	2025		2024
Trade payables		46		198
Other payables (c2) (c3)		43		-
Related parties payable (c1)		152		1,775
Convertible debentures (c3)		1,457		-

(c1)	On March 30, 2023, Fort entered into a service agreement with Nexera (the “Nexera Service Agreement”) pursuant to which Nexera will provide different services to Fort. The Nexera Service Agreement is for a period of 12 months starting March 2023 and renewed for additional successive 12 months period. On June 10, 2025, the Nexera Service Agreement was amended to extend the term of the agreement to March 9, 2026, and will automatically renew for additional successive 12-month periods unless terminated by mutual agreement or 60 days’ notice. On July 7, 2025, the Company entered into a service agreement with Nexera (the “Nexera Service Agreement”), pursuant to which Nexera provides various services to the Company. The Nexera Service Agreement is for a period of 12 months commencing in July 2025 and will automatically renew for additional successive 12-month periods unless terminated by either party upon 60 days’ prior notice. Fees under the Nexera Service Agreement are determined based on a transfer pricing study compliant with applicable laws.

(c2)	On July 7, 2025, the Company entered into a consulting agreement with Miga Consulting Ltd. (“Miga”), a company controlled by the Company’s Chief Executive Officer, pursuant to which Miga provides Chief Executive Officer services to the Company for a term of 24 months. Under the agreement, Miga is entitled to a monthly consulting fee of $4.75. On July 7, 2025, the Company entered into a consulting agreement with D.S. Blue White Assets (2006) Ltd. (“D.S.”), a company controlled by the Company’s Chief Financial Officer pursuant to which D.S. provides Chief Financial Officer services to the Company for a term of 24 months. Under the agreement, D.S. is entitled to a monthly consulting fee of $5.5.

(c3)	In connection with the issuance of the convertible debentures (as described in Note 8), Nexera participated in the offering and acquired convertible debentures in an amount of approximately $1.6 million. In addition, one of the Company’s director participated in the offering and acquired convertible debentures in an amount of approximately $94 thousand on the same terms as the rest of the participants. Interest receivables recorded in other receivables.

(c4)	On November 8, 2025, the Company entered into a consulting agreement with Hike Capital Inc. (“Hike”), pursuant to which Hike will provide financial advisory and consulting services to the Company for a term of 24 months. Under the agreement, Hike is entitled to a monthly fee of CAD 5,000 (approximately $3.5), payable upon the effectiveness of the listing of the Company’s common shares on Nasdaq. In addition, on November 8, 2025, the Company granted to Hike 42,857 RSUs, see note 10d. The chief executive officer of Hike is the brother of one of the Company’s directors.

NOTE 15 - SUBSEQUENT EVENTS

On January 13, 2026, the Company entered into an amendment to its convertible loan agreement with EEH (see Note 5).

On January 28, 2026, Fort signed a new lease agreement (see Note 6).

On February 5, 2026, the Company entered into a loan agreement with Nexera, as amended on April 23, 2026, for a loan of up to $450. Amounts drawn under the loan bear interest at 14% per annum, calculated on a simple interest basis, and are repayable, together with accrued and unpaid interest, by December 31, 2027. As of the date of approval of these financial statements, the outstanding principal amount under the loan was $225.

On February 18, 2026, the Company effected a 1 to 2 reverse share split. See Note 1(e).

On April 9, 2026, the Company entered into a loan agreement with an investor for a loan of up to $450. Amounts drawn under the loan bear interest at 10% per annum, calculated on a simple interest basis, and are repayable, together with accrued and unpaid interest, by December 31, 2027. As of the date of approval of these financial statements, the outstanding principal amount under the loan was $100.

On April 10, 2026, the shareholders approved the continuance of the Company from British Columbia to Ontario under the Business Corporations Act (Ontario).

F-30

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FORT TECHNOLOGY, INC. FOR THE YEAR ENDED DECEMBER 31, 2025

This annual management’s discussion and analysis (“MD&A”), prepared as of April 29, 2025, should be read in conjunction with the audited financial statements as at and for the year ended December 31, 2025, and related notes thereto, which have been prepared in accordance with International Financial Reporting Standards (IFRS® Accounting Standards, hereafter “IFRS”) (collectively referred to as the “Financial Statements”). All amounts are stated in U.S. dollars (“USD” or “$”) unless otherwise indicated.

Statements in this MD&A that are not historical facts are “forward-looking statements” that are subject to risk factors set out in a cautionary note contained herein. Readers are cautioned not to put undue reliance on forward-looking statements.

COMPANY OVERVIEW

We are an e-commerce consumer products goods (CPG) company focused on the assembly and sale of pest control products via the Amazon Marketplace utilizing both the Fulfillment by Amazon (“FBA”) and Fulfillment by Merchant (“FBM”) models. As at the date of this MD&A, we sell our products in the United Kingdom, France, Germany, and other European countries, and we plan to expand sales into the United States in the future, subject to receipt of applicable regulatory approvals.

We utilize internal methodologies to analyze sales data and patterns on Amazon in order to identify existing stores, niches and products with potential for development and growth, as well as maximizing sales of our existing proprietary products. We also rely on our own experience, know-how and familiarity with Amazon’s algorithm and the tools available through the FBA platform. In certain cases, we improve and scale products that we identify as having commercial potential.

The Company was incorporated on December 5, 2019 under the Business Corporations Act (British Columbia). Prior to the completion of the Share Purchase Agreement described below on July 7, 2025, the Company was a Capital Pool Company (“CPC”) within the meaning of the policies of the TSX Venture Exchange (“TSXV”). Following completion of that transaction, the Company became an operating business and changed its name to Fort Technology Inc. The Company’s common shares are listed on the TSXV under the symbol “FORT.V” and commenced trading on March 11, 2022. On April 10, 2026, our shareholders approved the continuation of the Company’s corporate existence from the Business Corporations Act (British Columbia) to the Business Corporations Act (Ontario).

The Company’s wholly-owned subsidiary, Fort Products Limited, was incorporated under the laws of England and Wales on November 25, 2005. Fort Products Limited is engaged in the sale of pest control products, primarily through Amazon marketplaces, under its proprietary brands, including Roshield, Entopest, Rempro and Birdgo.

On March 9, 2023, Fort Products Limited was acquired by Nexera Technologies Ltd (“Nexera”, formerly “Jeffs’ Brands Ltd”), a company incorporated in Israel and listed on the Nasdaq Capital Market under the symbol “NEXR”. Prior to the acquisition by Nexera, Fort Products Limited sold its products primarily in the United Kingdom. Since 2024, Fort Products Limited has expanded its sales to additional Amazon marketplaces in Europe.

On July 7, 2025, pursuant to a Share Purchase Agreement with Nexera, the Company acquired all of the issued and outstanding shares of Fort Products Limited. Additional details regarding this transaction are provided below.

Recent Transactions

Fort Technology Inc. Share Purchase Agreement

On February 6, 2025, we entered into the Share Purchase Agreement with Nexera and Fort Products Limited, pursuant to which, on the terms and subject to the conditions of the Share Purchase Agreement, Nexera sold all of the issued and outstanding shares of Fort Products Limited to us. The Acquisition closed on July 7, 2025. Pursuant to the Share Purchase Agreement, among other things, Nexera sold to us, all of the issued and outstanding common shares of Fort Products Limited, in consideration for 7,142,857 of our common shares and up to an additional 4,714,287 contingent right shares, each entitling the holding thereof to acquire one of our common shares for no additional consideration upon the achievement of certain pre-determined milestones, representing a post-closing equity interest in us of 75.02% (or up to 83.29% in the event of the full achievement of the milestones).

August 2025 Private Placement

On August 21, 2025, we closed a non-brokered private placement (the “August 2025 Private Placement”) of convertible debentures (the “August 2025 Convertible Debentures”) at a price of $1,452 per August 2025 Convertible Debenture for gross proceeds of $3,630,476. The August 2025 Convertible Debentures will mature on August 21, 2027, and bear interest at 10% per annum, payable quarterly with the first payment being for the period from August 21, 2025 to September 30, 2025. At the option of the holder, the principal amount of the August 2025 Convertible Debentures is convertible into units (each a, “August 2025 Unit”), at any time from August 21, 2025 until August 21, 2027 at a price equal to $1.862 per August 2025 Unit. Each August 2025 Unit is comprised of one common share and one common share purchase warrant of the Company (the “August 2025 Warrants”). Each August 2025 Warrant will entitle the holder thereof to acquire one additional common share at an exercise price of $1.862 per common share until August 21, 2030.

On December 31, 2025, we received irrevocable conversion notices from the holders of our August 2025 Convertible Debentures pursuant to which, immediately following the effectiveness of the listing of our common shares on Nasdaq, an aggregate principal amount of US $3,630,513 of the August 2025 Convertible Debentures then outstanding will be automatically converted into 1,949,794 August 2025 Units at the August 2025 Conversion Price.

The August 2025 Convertible Debentures, and the securities issuable upon conversion of the August 2025 Convertible Debentures, are subject to a holding period until December 22, 2025, in compliance with applicable Canadian securities laws and the rules of the TSXV. The net proceeds from the August 2025 Private Placement were used for general working capital requirements and a loan investment. For additional information, see “EEH Loan” below.

We engaged two finders (the “Finders”) in connection with the August 2025 Private Placement. In consideration for the services provided by the Finders, we paid to the Finders an aggregate of $155,074 and issued to the Finders 128,861 common share at a price of $1.862 per common share. Nexera acquired an aggregate of 1,100 August 2025 Convertible Debentures for gross proceeds of $1,597,653, representing approximately 858,031 common shares on conversion of the August 2025 Convertible Debentures. Mr. Asaf Itzhaik, a director of the Company, acquired an aggregate of 65 Convertible Debentures for gross proceeds of $94,437, representing approximately 50,718 common shares on conversion of the August 2025 Convertible Debentures.

EEH Loan

On August 8, 2025, we entered into a loan agreement with EEH Ventures Limited (“EEH”), which was amended on January 13, 2026 (as amended, the “EEH Loan Agreement”), for a loan of £2,000,000 (the “EEH Loan”). The EEH Loan accrues interest at a rate of 7.5% per annum, calculated on a simple interest basis. EEH is required to repay the EEH Loan, including all interest payable, within three years from the date of the EEH Loan Agreement. The Company will have the right, but not the obligation, to convert the outstanding principal amount and all interest accrued on the EEH Loan into 100% of the share capital of Wigan Topco Limited (“Wigan”) owned by EEH, which constitutes 35.8% of the outstanding share capital of Wigan. The EEH Loan was initially convertible into shares of EEH and the January 2026 amendment modified the conversion feature such that the EEH Loan is now convertible into shares of Wigan, which we believe is an attractive commercial opportunity, better aligned with our strategic objectives and is intended to enhance the potential economic value and strategic flexibility of our investment via the extension of the EEH Loan. Pursuant to the EEH Loan Agreement, Oxford Road Investments Limited (“Oxford”), an arm’s length third party company incorporated under the laws of England and Wales operating a business as an owner of an office building in London, United Kingdom and a subsidiary of EEH, granted the Company a charge over any and all funds, receivables, or other monetary recoveries received by Oxford from the sale, refinancing, or other disposition of its assets or undertakings, remaining after (i) full and final repayment of all amounts (including principal, interest, fees, and costs) owed to a senior lender of Oxford and (ii) payment of any other amounts required by law to have priority over our security. The Company and Oxford entered into a guaranty letter dated August 15, 2025.

Reverse Share Split

On October 1, 2025, the Company effected a one-for-seven (1-for-7) reverse share split of its issued and outstanding common shares (the “First Reverse Share Split”). As a result, every seven (7) shares of common shares issued and outstanding were combined into one common share.

On February 11, 2026, the Company effected a one-for-seven (1-for-2) reverse share split of its issued and outstanding common shares (the “Second Reverse Share Split”). As a result, every two (2) shares of common shares issued and outstanding were combined into one common share.

First Reverse Share Split and Second Reverse Share Split together will be called “the reverse Splits”.

All outstanding securities entitling their holders to purchase common shares of the Company were adjusted pursuant to their terms as a result of the Reverse Share Splits. The Reverse Share Splits did not affect the number of common shares authorized for issuance. All share amounts, per share data and exercise prices have been adjusted retroactively within these Consolidated Financial Statements to reflect the Reverse Share Splits.

Debt Settlement Agreement

On December 24, 2025, we entered into a debt settlement agreement with Nexera. Pursuant to the agreement, On December 31, 2025, we issued 1,700,801 common shares to Nexera in the aggregate fair value of approximately $2,463,000, in settlement of related party payable balance in which was included in Fort Products’ statement of financial position as of September 30, 2025.

Nexera Loan

On February 5, 2026, we entered into a loan agreement with Nexera, as amended on April 23, 2026, pursuant to which Nexera agreed to make available to us a loan of up to $450,000 (the “Nexera Loan”). The Nexera Loan bears interest at a rate of 14% per annum, calculated on a simple interest basis, and are repayable, together with all accrued and unpaid interest, on or before December 31, 2026. As of the date of this financial report, the outstanding Principal Amount is $225,000.

Loan from institutional investor

On April 9, 2026, we entered into a loan agreement with an institutional investor pursuant to which the institutional investor agreed to make available to us a loan of up to $450,000. The loan bears interest at a rate of 10% per annum, calculated on a simple interest basis, and are repayable, together with all accrued and unpaid interest, on or before December 31, 2027. As of the date of this financial report, the outstanding Principal Amount is $100,000.

Special General Meeting

On April 10, 2026, our shareholders approved all of the proposals presented at the Adjourned Special General Meeting of shareholders held on that date, including:

the continuation of the Company’s corporate existence from the Business Corporations Act (British Columbia) to the Business Corporations Act (Ontario),

the repeal of the Company’s existing bylaws and the adoption of a new By-Law No. 1, conditional upon the continuance of the Company into the Province of Ontario.

Selected annual information

	Year ended December 31
U.S. dollars in thousands (except per share data)	2025			2024

Revenues		10,846			9,875
Cost of revenues		9,767			8,226

Gross profit		1,079			1,649

Operating expenses:

Sales and marketing		1,158			656
General and administrative		1,177			326
Other expenses		4			139

Operating profit (loss)		(1,260	)		528

Listing expenses		3,784			-

Financial income		(14	)		-
Financial expenses		959			31
Financial expenses (income), net		945			31

Profit (loss) before taxes		(5,989	)		497

Tax expense (benefit)		(159	)		137

Net profit (loss) and total comprehensive profit (loss) for the year		(5,830	)		360

Earnings (loss) per common share (basic and diluted)		(0.69	)		0.05

Weighted average common shares outstanding (*)		8,388,212			7,142,857

Year ended December 31, 2025 compared to Year ended December 31, 2024 (U.S. dollars in thousands)

Revenues

Revenue for the year ended December 31, 2025 were $10,846, an increase of $971 or approximately 10%, compared to $9,875 for the year ended December 31, 2024. The increase is mainly attributable to the significant growth in sales volume of our Roshield and Entopest product lines. Driven by the aggressive approach taken by our management to focus on sales of those product line on the Amazon platform and the continued expansion into the European market. These increases were partially offset by a combined decrease in revenues of BirdGo and Rempro. In parallel to the growth of sales, average selling price per unit was slightly reduced which is attributable to ordinary-course commercial factors, including, but not limited to, changes in product mix resulting from higher sales volumes of lower-priced items, competitive pricing adjustments made in response to competitor’s pricing on the Amazon marketplace, targeted price reductions on certain products that we developed a lower cost alternative and promotion of new products or new markets (Europe).

Cost of revenues

The following table discloses the breakdown of the cost of revenues for the periods set forth below:

	Year Ended December 31,
U.S. dollars in thousands	2025		2024
Purchases and changes in inventory		3,252		3,165
Sales fulfillment commissions		5,153		4,455
Freight		610		296
Storage		67		17
Wages, salaries and related expenses		561		210
Depreciation		46		-
Packing supplies		78		83
Total		9,767		8,226

Purchases of finished goods and changes in inventory for the year ended December 31, 2025, amounted to $3,252, compared to $3,165 for the year ended December 31, 2024, an increase of $87 or 2.7%. The increase derives from an increase in revenues.

Freight and storage expenses for the year ended December 31, 2025, amounted to $677, compared to $313 for the year ended December 31, 2024, an increase of $364 or 116%. The increase is mainly due to freight costs related to inventory transport from China, resulting from the Company’s decision to source goods from China, where manufacturing costs are lower, as opposed to the sourcing of such goods from local suppliers in the UK.

Sales fulfillment commissions for the year ended December 31, 2025, amounted to $5,153, compared to $4,455 for the year ended December 31, 2024, an increase of $698 or 15.6%. The increase is mainly attributable to the increase in sales and launching into new markets in Europe, where Amazon fees rates are higher than in UK.

Wages, salaries and related expenses for the year ended December 31, 2025, amounted to $561, compared to $210 for the year ended December 31, 2024, an increase of $351 or 167%. The increase is due to the change in the transfer pricing allocation method resulting from the new transfer pricing study conducted in 2025, which became effective from the beginning of the year, increased the salary expenses allocated to cost of revenues.

Sales and Marketing expenses

The following table discloses the breakdown of sales and marketing expenses for the periods set forth below:

	Year Ended December 31,
U.S. dollars in thousands	2025		2024
Advertising		823		640
Wages, salaries and related expenses		151		16
Consultants		184		-
Total		1,158		656

Sales and marketing expenses for the year ended December 31, 2025, amounted to $1,158, compared to $656 for the year ended December 31, 2024. The increase of $502, or 76.5% for the year ended December 31, 2025, as compared to the year ended December 31, 2024, is mainly attributable to an increase in advertising expenses on marketplace, which derives from the management approach to support growth of sales mainly when launching new products or in new territories, the change in the transfer pricing allocation method resulted from the new transfer pricing study conducted in 2025 (as described above) and expenses related to a consultant.

General and Administrative Expenses

The following table discloses the breakdown of our general and administrative expenses for the periods set forth below:

	Year Ended December 31,
U.S. dollars in thousands	2025		2024
Directors’ fees		53		25
Wages, salaries and related expenses		43		-
Share-based compensation		150		-
Professional services		713		109
Maintenance		39		49
Depreciation		48		58
IT software and consumables		30		21
Other		101		64
Total		1,177		326

General and administrative expenses for the year ended December 31, 2025, amounted to $1,177, compared to $326 for the year ended December 31, 2024. The increase of $851, or 261% for the year ended December 31, 2025, as compared to the year ended December 31, 2024, is mainly attributable to higher audit and legal fees, increased compliance and reporting requirements, directors’ and officers’ insurance, share-based payment to directors, officers and service providers and additional professional and corporate governance services. In addition, the change in the transfer pricing allocation method resulted from the new transfer pricing study conducted in 2025, as described above.

Listing expenses

Our listing expenses for the year ended December 31, 2025, were $3,784. These expenses reflect the impact of the reverse recapitalization between Fort Technology Inc. and Fort Products Limited. The expenses relate to the reverse recapitalization with a capital pool company (CPC) and were recognized in accordance with IFRS. As a result, we recognized these expenses directly in the statements of profit or loss, consistent with the treatment of consideration paid for obtaining a stock exchange listing rather than for acquiring identifiable assets or businesses.

Finance expenses, net

Finance expenses, net for the year ended December 31, 2025, amounted to $945, compared to $31 for the year ended December 31, 2024. The increase of $914 in 2025, as compared to 2024, was primarily attributable to the remeasurement of the convertible loan receivable under the EEH Loan Agreement, as well as finance expenses related to the August 2025 Convertible Debentures, consisting mainly of interest expense and amortization of debt discount.

Three-month period ended December 31, 2025 compared to three-month period ended on December 31, 2024 (U.S. dollars in thousands)

Revenues

Revenue for the three-month period ended December 31, 2025 were $2,796, a decrease of $635 or approximately 18.5%, compared to $3,431 for the three-month period ended December 31, 2024. The decrease was primarily attributable to the timing of demand in the Company’s pest control markets, as weather-related variations in pest activity resulted in a portion of sales shifting from the fourth quarter of 2025 into the first quarter of 2026.

Cost of revenues

The following table discloses the breakdown of the cost of revenues for the periods set forth below:

	Three months ended December 31,
U.S. dollars in thousands	2025		2024
Purchases and changes in inventory		558		1,303
Sales fulfillment commissions		1,357		1,608
Freight		248		28
Storage		14		15
Wages, salaries and related expenses		205		67
Depreciation		22		-
Packing supplies		23		17
Total		2,427		3,038

Purchases of finished goods and changes in inventory for the three-months period ended December 31, 2025, amounted to $558 compared to $1,303 for the three-months period ended December 31, 2024, a decrease of $745 or 57.2%. The decrease derives from a decrease in revenues.

Sales fulfillment commissions for the three-months period ended December 31, 2025, amounted to $ 1,357, compared to $1,608 for the three-months period ended December 31, 2024, a decrease of $251 or 15.6%. The decrease is mainly attributable to lower sales in Europe, where Amazon fees rates are higher than in UK.

Freight and storage expenses for the three-months period ended December 31, 2025, amounted to $262, compared to $43 for the three-months period ended December 31, 2024, an increase of $219 or 511%. The increase is mainly due to freight costs related to inventory transport from China, resulting from the Company’s decision to source goods from China, where manufacturing costs are lower, as opposed to the sourcing of such goods from local suppliers in the UK.

Wages, salaries and related expenses for the three-months period ended December 31, 2025, amounted to $205, compared to $67 for the three-months period ended December 31, 2024, an increase of $138 or 206%. The increase is due to the change in the transfer pricing allocation method resulting from the new transfer pricing study conducted in 2025, which became effective from the beginning of the year, increased the salary expenses allocated to cost of revenues.

Sales and Marketing expenses

The following table discloses the breakdown of sales and marketing expenses for the periods set forth below:

	Three months ended December 31,
U.S. dollars in thousands	2025		2024
Advertising		208		209
Wages, salaries and related expenses		42		-
Consultants		99		12
Total		349		221

Sales and marketing expenses for the three-months period ended December 31, 2025, amounted to $349, compared to $221 for the three-months period ended December 31, 2024. The increase of $128, or 57.7% for the three-months period ended December 31, 2025, as compared to the three-months period ended December 31, 2024, is mainly attributable to the change in the transfer pricing allocation method resulted from the new transfer pricing study conducted in 2025 (as described above) and expenses related to a consultant.

General and Administrative Expenses

The following table discloses the breakdown of our general and administrative expenses for the periods set forth below:

	Three months ended December 31,
U.S. dollars in thousands	2025		2024
Directors’ fees		23		6
Wages, salaries and related expenses		21		-
Professional services		361		60
Depreciation		-		26
IT software and consumables		12		2
Share-based compensation		140		-
Other		5		64
Total		562		158

General and administrative expenses for the three-months period ended December 31, 2025, amounted to $562, compared to $158 for the three-months period ended December 31, 2024. The increase of $404, or 256% for the three-months period ended December 31, 2025, as compared to the three-months period ended December 31, 2024, is mainly attributable to higher audit and legal fees, increased compliance and reporting requirements, directors’ and officers’ insurance, share-based payment to directors, officers and service providers and additional professional and corporate governance services. In addition, the change in the transfer pricing allocation method resulted from the new transfer pricing study conducted in 2025, as described above.

Finance expenses, net

Finance expenses, net for the three-months period ended December 31, 2025, amounted to $840, compared to finance income $13 for the three-months period ended December 31, 2024. The increase of $853 in the three-months period ended 2025, as compared to the three-months period ended 2024, was primarily attributable to the remeasurement of the convertible loan receivable under the EEH Loan Agreement amounted to $635, as well as finance expenses related to the August 2025 Convertible Debentures, consisting mainly of interest expense and amortization of debt discount amounted to $221.

Selected quarterly information

	Three-Month period ended
U.S. dollars in thousands	December 31, 2025			September 30, 2025			June 30, 2025		March 31, 2025			December 31, 2024			September 30, 2024		June 30, 2024			March 31, 2024
Sales		2,796			3,127			2,299		2,624			3,431			1,985		1,913			2,546
Cost of sales		2,427			2,972			1,861		2,507			3,038			1,474		1,623			2,091
Sales & Marketing expenses		349			438			157		214			221			152		102			181
General and administrative expenses		545			387			125		120			158			71		57			40
Other Expenses		4			-			45		(45	)		23			39		22			55
Listing Expenses		-			3,784			-		-			-			-		-			-
Finance expenses		822			103			12		22			(13	)		20		13			11
Finance income		18			(32	)		-		-			-			6		(1	)		(5	)
Net loss		(1,204	)		(4,530	)		72		(168	)		(40	)		219		74			107
Net (loss) profit per share		(0.12	)		(0.48	)		0.01		(0.02	)		(0.01	)		0.03		0.01			0.01

LIQUIDITY AND CAPITAL RESOURCES (U.S. dollars in thousands)

As at December 31, 2025, the Company had cash on hand of $605, compared to $546 as at December 31, 2024. Working capital increased to $3,358 as at December 31, 2025, from $1,251 as at December 31, 2024.

For the year ended December 31, 2025, the Company incurred a net loss of $5,830 and used $1,233 in cash flows from operating activities. The net loss for the year ended December 31, 2025 was mainly attributable to the non-recurring listing expenses related to the reverse capitalization transaction completed during 2025. The Company reported a net income for the year ended December 31, 2024.

The Company expects to continue funding its operations through cash generated from operations and, if required, through financial support from its parent company, Nexera. In assessing the Company’s liquidity, management considered Nexera’s ability to provide support to the Company, if needed, through intercompany loans and/or equity contributions.

Management believes that the Company’s existing cash resources, together with expected operating cash flows and access to support from Nexera, will be sufficient to fund the Company’s operations and satisfy its obligations as they become due for at least the next twelve months.

Changes in Cash Flow (U.S. dollars in thousands)

During the year ended December 31, 2025, the Company’s overall position of cash and cash equivalents increased by $59 compared to an increase of $336 in the same period in 2024. This increase in cash can be attributed to the following:

Cash used in operating activities during the year ended December 31, 2025 was $1,233, compared to net cash provided by operating activities of $523 in the same period in 2024. The change was primarily attributable to higher operating costs and increased working capital requirements in 2025. Revenue grew during the year, but at a lower rate than cost of revenues, which reflected, among other factors, higher freight and storage costs, increased sales fulfillment commissions and higher salary allocations to cost of revenues. Operating cash flows were also affected by higher sales and marketing expenses associated with the Company’s expansion into European Amazon stores and new product launch, as well as higher general and administrative expenses following the reverse capitalization transaction, after which the Company ceased to operate as a capital pool company and began operating as a public company with an active business. These factors were partially offset by non-cash adjustments included in the reconciliation of net loss to net cash used in operating activities.

Cash used in investing activities during the year ended December 31, 2025 was $2,135, compared to $132 in the same period in 2024. The increase was primarily attributable to the investment in convertible loan receivable under the EEH Loan Agreement during 2025, partially offset by changes in short-term deposits.

Net cash provided by financing activities during the year ended December 31, 2025 was $3,410, compared to net cash used in financing activities of $59 in the same period in 2024. The increase was primarily attributable to net proceeds from the issuance of convertible debentures in 2025. Financing activities in 2025 also included proceeds from the exercise of warrants and a net cash increase resulting from the reverse capitalization transaction, partially offset by lease payments.

No History of Dividends

Since incorporation, the Company has not paid any cash or other dividends on its common stock and does not expect to pay such dividends in the foreseeable future, as all available funds will be invested primarily to finance its operations and execute on growth plans.

SUBSEQUENT EVENTS (U.S. dollars in thousands)

Subsequent to December 31, 2025, the Company completed a number of corporate, financing and operational actions.

On January 13, 2026, the Company entered into an amendment to its convertible loan agreement with EEH Ventures Ltd. Under the amendment, the option to provide an additional loan of £1.0 million was cancelled. In addition, the conversion mechanism of the existing loan was modified. Instead of a right to convert the outstanding loan into 19.9% of EEH’s fully diluted share capital, the Company obtained the right, upon conversion of the loan, to receive all of EEH’s holdings in Wigan Topco Limited, representing 35.8% of the issued share capital of Wigan.

On January 28, 2026, Fort Products Limited entered into a new lease agreement in respect of its UK warehouse facility, following the expiry of the previous lease agreement in February 2025. The new agreement provides for annual rent of £44 thousand (approximately $60 thousand), payable quarterly.

On February 5, 2026, the Company entered into a loan agreement with Nexera providing for a loan of up to $450. Amounts drawn under the facility bear interest at a rate of 14% per annum, calculated on a simple interest basis, and are repayable, together with accrued and unpaid interest, on or before December 31, 2026. As of the date of this MD&A, the outstanding principal amount under this facility was $225.

On February 18, 2026, the Company effected a 1-for-2 reverse share split of its common shares.

On April 9, 2026, the Company entered into a loan agreement with Capitalink Ltd. providing for a loan of up to $450. Amounts drawn under the facility bear interest at a rate of 10% per annum, calculated on a simple interest basis, and are repayable, together with accrued and unpaid interest, on or before December 31, 2026. As of the date of this MD&A, the outstanding principal amount under this facility was $100.

On April 10, 2026, the shareholders of the Company approved the continuance of the Company from the Business Corporations Act (British Columbia) to the Business Corporations Act (Ontario).

At the same meeting held on April 10, 2026, the shareholders also approved the repeal of the Company’s existing bylaws and the adoption of a new By-Law No. 1, conditional upon the continuance of the Company into the Province of Ontario.

OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any material off-balance sheet arrangements, other than short-term lease arrangements that are not recognized on the statement of financial position in accordance with IFRS 16.

TRANSACTIONS WITH RELATED PARTIES (U.S. dollars in thousands)

During the year ended December 31, 2025, the Company entered into transactions with related parties in the normal course of business. These transactions consisted primarily of management and support services provided by Nexera, directors’ fees, professional services provided by the Company’s CEO and CFO, and interest expense on convertible debentures held by related parties.

Management fees charged by Nexera totaled $390 in 2025, of which $193 was included in cost of revenues, $151 in sales and marketing expenses and $46 in general and administrative expenses. In 2024, management fees charged by Nexera totaled $37 and were included in other expenses. The agreement governing these services was amended on June 10, 2025 to extend its term to March 9, 2026 and to provide for automatic renewal unless terminated in accordance with its terms.

Directors’ fees amounted to $53 in 2025, compared to $148 in 2024. Professional services provided by the Company’s CEO and CFO amounted to $59 in 2025.

In connection with the August 2025 issuance of convertible debentures, Nexera acquired convertible debentures in an aggregate amount of approximately $1.6 million. In addition, one of the Company’s directors acquired convertible debentures in an amount of approximately $94 on the same terms as the other participants. Interest expense on convertible debentures held by related parties amounted to $103 in 2025.

As of December 31, 2025, balances with related parties included trade payables of $46, other payables of $43, related party payables of $152 and convertible debentures of $1,457. As at December 31, 2024, balances with related parties included trade payables of $198 and related party payables of $1,775.

Changes in Accounting Policies Including Initial Adoption

There were no changes in the Company’s accounting policies during the year ended December 31, 2025, other than those disclosed in the audited annual financial statements.

A number of new IFRS Accounting Standards and amendments to standards and interpretations have been issued but are not yet effective for the year ended December 31, 2025, and have not been early adopted by the Company. The Company does not expect the adoption of these new and amended standards to have a material impact on its financial statements, except that IFRS 18, Presentation and Disclosures in Financial Statements, may affect the presentation and disclosure of items in the Company’s financial statements in future periods.

FINANCIAL INSTRUMENTS (U.S. dollars in thousands)

The Company’s financial instruments consist of cash and cash equivalents, trade receivables, other receivables, a convertible loan receivable, trade payables, other payables, a loan commitment liability, related party payables, lease liabilities and convertible debentures. Financial assets and financial liabilities are measured on an ongoing basis at fair value or amortized cost:

	As of December 31,
U.S. dollars in thousands	2025		2024
Financial assets
at amortized cost		910		713
at FVTPL		2,285		-
Total financial assets		3,195		713

Financial liabilities
at amortized cost		4,441		2,780
Total financial liabilities		4,441		2,780

(*)

Financial liabilities include a loan commitment liability was initially recognized at fair value and is subsequently measured in accordance with IFRS 9 in the amount $258.

The convertible loan receivable and the loan commitment liability are measured at fair value through profit or loss and are classified within Level 3 of the fair value hierarchy. The Company’s remaining financial instruments are measured at amortized cost. Management believes that the carrying values of the Company’s financial instruments measured at amortized cost approximate their fair values.

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which oversees the Company’s funding requirements and liquidity position. The Company manages liquidity risk by monitoring forecast and actual cash flows, maintaining adequate cash resources and reviewing the maturity profile of its financial assets and liabilities.

The Company’s liquidity risk is managed in conjunction with its broader capital resources planning. In assessing liquidity, management also considers the availability of financial support from Nexera, if required. Additional discussion regarding the Company’s liquidity position is provided under “Liquidity and Capital Resources.”

Foreign currency risk management

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate as a result of changes in foreign exchange rates. The functional currency of the Company and its subsidiaries is the U.S. dollar (“USD”). The Company is exposed to foreign currency risk primarily in relation to transactions and balances denominated in Great British Pounds (“GBP”), Euros (“EUR”) and, Canadian dollars (“CAD”).

A summary of the GBP, EUR and CAD exchange rates against the USD is as follows:

Currency	December 31, 2025		December 31, 2024
UDS/GBP		0.74359		0.79572
USD/GBP Average		0.75931		0.78242
UDS/EUR		0.85169		0.95995
USD/ EUR Average		0.88674		0.92419
UDS/CAD		1.37056		1.43835
USD/CAD Average		1.39723		1.36946

Credit Risk

Credit risk arises principally from the Company’s cash balances and trade receivables. The company’s main customer is Amazon and therefore, management believes that credit risk is limited. The Company has not experienced material credit losses historically.

Foreign Exchange Rate and Interest Rate Risk

The Company is not exposed to any significant foreign exchange rate or interest rate risk.

Disclosure of Outstanding Share Data

Common Shares
Issued & Outstanding as at December 31, 2024			2,021,429
Shares issued to Nexera Technologies Ltd on July 7, 2025			7,142,857
Shares issued to Entrepreneurs on July 7, 2025			357,111
Shares issued to Nexera Technologies Ltd on December 31, 2025			1,700,801
Shares issued following exercise of agent options			11,259
Shares issued to Consultants in 2025			128,861
Total Issued & Outstanding as of December 31, 2025			11,362,318

Convertible Securities	Exercise Price		Expiry Date
Convertible Debt			August 21, 2030	1,949,794
Convertible Debenture Warrants	US$	0.133	August 21, 2030	1,949,794
Contingent Right Shares			July 7, 2029	4,714,287
Restricted Share Units (RSU)				310,714
Agent Stock Options	CAD$	1.40		10,170
Stock Options	CAD$	1.40		41,428
Fully Diluted Share Capital				20,338,505

RISKS

Risks Related to Our Businesses, Strategies, Technology, and Industry

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Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

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We will require additional capital to fund our operations. Failure to obtain this necessary capital if needed may force us to delay, limit, or terminate our product development efforts or other operations.

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We face risks regarding our ability to compete in the pest control industry in the future.

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We may not be able to manage our growth effectively, and such rapid growth may adversely affect our corporate culture.

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We are heavily dependent on the success of its pest control products, for which we do not hold any patents. We cannot give any assurance that any of our current or future pest control products will receive regulatory approval in additional markets, which is necessary before they can be commercialized.

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Our e-commerce operations are reliant on Amazon and FBA/FBM and changes to Amazon, Amazon’s services and their terms of use may harm our business.

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Our business depends on our ability to build and maintain strong product listings on e-commerce platforms.

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We currently have no marketing or sales staff and relies in large part on the Amazon Marketplace search mechanism to source new customers.

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If we fail to acquire new customers or retain existing customers, including end customers with respect to sales generated using the FBA or FBM model, or fail to do so in a cost-effective manner, we may not be able to achieve profitability.

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If we fail to offer high-quality customer support, our business and reputation may suffer.

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Potential growth of our businesses is based on international expansion, making us susceptible to risks associated with international sales and operations.

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Our business, including our costs and supply chain, is subject to risks associated with sourcing, importing and warehousing.

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Our eCommerce operation’s operating results are subject to seasonal fluctuations.

Risks Related to Our Pest Control Business Operations

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From time to time, we may sign letters of intent and/or enter into term sheets or other similar arrangements that are subject to negotiation of definitive agreements. There can be no assurance that we will enter into any such definitive agreements.

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We will need to expand its organization and as such we may experience difficulties in recruiting needed additional employees and consultants, which could disrupt its operations.

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We may not be successful in its efforts to identify, or market additional pest control products.

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The use of any of our pest control products could result in product liability or similar claims that could be expensive, damage our reputation and harm its business.

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If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.

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The regulatory approval processes of the EPA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable. If we are ultimately unable to obtain regulatory approval for its pest control products, our business will be substantially harmed.

Risks Related to Third Parties

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We rely on third parties to manufacture our pest control products.

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Risks associated with the suppliers from whom our products are sourced could materially adversely affect our financial performance, as well as its reputation and brand.

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Our eCommerce operations, including the costs and supply chain, are subject to risks associated with sourcing, importing and warehousing.

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Our dependence on third parties to provide overseas transportation and domestic distribution services may impact the delivery and quality of our transportation and logistics services, and any disruption to these services could result in a disruption to our business, negative publicity, and a slowdown in the growth of our customer base, materially and adversely affecting our business, financial condition, and results of operations.

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Our eCommerce operations rely on data provided by third parties, the loss of which could limit the functionality of its platforms, cause us to invest in the wrong product or disrupt its business.

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Our failure or the failure of third parties to protect our sites, networks and systems against security breaches, or otherwise to protect our confidential information and practices, could damage our reputation and brands and substantially harm our business and operating results.

Risks Related to our Intellectual Property

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Third-party claims of intellectual property infringement may prevent or delay our development and commercialization efforts.

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We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming, and unsuccessful.

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We may not be able to protect our intellectual property rights throughout the world

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The inability to acquire, use or maintain our trademarks and domain names for our sites could substantially harm our business and operating results.

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Intellectual property rights do not necessarily address all potential threats.

Risks Related to Commercialization of our Pest Control Products

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If the market opportunities for our existing or future pest control products are smaller than we believe they are, our revenue may be adversely affected, and its business may suffer.

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We face intense competition and the possibility that its competitors may source, develop or commercialize pest control products that are similar, more advanced or more effective than our products, which may adversely affect our financial condition and its ability to successfully commercialize its products.

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Any significant disruption in service on our websites or in our computer systems, a number of which are currently hosted or provided by third-party providers, could materially affect our ability to operate, damage our reputation and result in a loss of customers, which would harm our business and results of operations.

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Our eCommerce operations’ efforts to acquire or retain customers, and our efforts to sell new products or increase sales of its existing products, may not be successful, which could prevent us from maintaining or increasing sales and achieving profitability.

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Our eCommerce operations are subject to risks related to online payment methods.

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We may not accurately forecast revenues, profitability and appropriately plan its expenses.

Risks Related to Legal and Regulatory Matters

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We may be subject to general litigation, regulatory disputes and government inquiries.

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A failure to comply with current laws, rules and regulations or changes to such laws, rules and regulations and other legal uncertainties may adversely affect our business, financial performance, results of operations or business growth.

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If our products experience any recalls, product liability claims, or government, customer or consumer concerns about product safety, our reputation and operating results could be harmed.

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Any failure by us or our vendors to comply with product safety, labor or other laws, or our standard vendor terms and conditions, or to provide safe factory conditions for our or their workers may damage our reputation and brand and harm our business.

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We are subject to U.S. governmental regulation and other legal obligations related to privacy, data protection and information security. If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity.

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In Europe, where we expanded our business operations as part of our growth, the data privacy and information security regime continues to evolve and is subject to increasing regulatory scrutiny.

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Even following receipt of any regulatory approval for our pest control products, we will continue to be subject to regulation of our advertising practices.

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Our operations are subject to environmental laws and regulations that may increase costs of operations and impact or limit our business plans.

Risks Related to our International Operations

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Conditions in Israel may affect our operations.

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Exchange rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings.

Risks Related to Our Status as a Public Company and Ownership of our Common Shares

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Our executive officers, directors and principal shareholders will maintain the ability to exert significant control over matters submitted to our shareholders for approval.

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There has been no prior public market in the United States for our common shares, and an active trading market in the United States may not develop. Our securities will be traded on more than one market or exchange and this may result in price variations.

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If our existing shareholders sell common shares, either on the TSX Venture Exchange or Nasdaq, after our anticipated listing, the market price of our common shares could decline.

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Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business, results of operation or financial condition. In addition, current and potential shareholders could lose confidence in our financial reporting, which could have a material adverse effect on the price of our common shares.

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Because we are a corporation incorporated in British Columbia and some of our directors and officers are resident in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

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We will incur significant increased costs as a result of the listing of our securities for trading on Nasdaq.

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We may be subject to securities litigation, which is expensive and could divert management attention.

Risks Related to Our Businesses, Strategies, Technology, and Industry

Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

Our quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause our share price to fall. Each of the following factors, among the other risks described herein, may affect our operating results:

	●	our ability to penetrate the pest control industry with our products;

	●	our ability to generate revenue from our products;

	●	the amount and timing, of operating costs and capital expenditures related to the maintenance and expansion of our businesses, and operations;

	●	our focus on long-term goals over short-term results;

	●	the global economic situation; and

	●	seasonal fluctuations that impact the demand for pest control products.

Liquidity

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain of the statements made and information contained herein is “forward-looking information” within the meaning of the Ontario Securities Act. These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking statements. Generally, these forward-looking statements can be identified by the use of forward looking terminology such as “anticipates”, “plans”, “budget”, “scheduled”, “continue”, “estimates”, “forecasts”, “expect”, “is expected”, “project”, “propose”, “potential”, “targeting”, “intends”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, or “will be taken”, “occur” or “be achieved” or the negative connotation thereof. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by readers, as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement.

The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth above. Although the Company has attempted to identify important factors that could cause results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Readers are cautioned that the foregoing lists of factors are not exhaustive. Forward looking statements are made as of the date hereof and accordingly are subject to change after such date. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. The Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

Exhibit 99.3

Nexera: KeepZone AI Receives Official Authorization to Introduce Advanced Fuel Tank Structural Survivability System in the Gulf Region

Tel Aviv, Israel, April 28, 2026 (GLOBE NEWSWIRE) -- Nexera Technologies Ltd (“Nexera” or the “Company”) (Nasdaq: NEXR, NEXRW) (formerly known as Jeffs’ Brands Ltd), a data-driven company operating on the Amazon Marketplace expanding into the global homeland security sector through advanced artificial intelligence (“AI”) – driven solutions, today announced that its wholly-owned subsidiary, KeepZone AI Inc. (“KeepZone”), has received an official letter of authorization (the “Authorization”) from a provider of protective infrastructure solutions (the “Provider”) to introduce and represent the Provider’s advanced composite structural survivability system (the “System”) for fuel storage tanks and critical energy infrastructure with select clients in the Gulf region.

The Authorization permits KeepZone to present the Provider’s technology, conduct technical and commercial discussions, and coordinate requirements with select clients in the region. The System is a patented composite structural survivability layer designed to enhance the resilience of fuel storage tanks and critical energy infrastructure in the petro-chemical industry. The System can be applied to storage tanks made of various materials, including steel and concrete, transforming them into highly resilient structures.

Unlike conventional coatings, the System provides dynamic blast mitigation, fragment protection, spall control, and secondary containment - preventing leaks and structural collapse even after impact or penetration. The System also delivers superior long-term ultraviolet stability and corrosion resistance, with an expected service life of over 25 years in harsh Gulf conditions, while allowing external application with minimal operational downtime.

The Gulf region remains one of the world’s most critical energy hubs, where the protection of large-scale fuel storage infrastructure is a top national priority. The Provider’s solution addresses key engineering vulnerabilities - including blast waves, high-velocity fragmentation, and environmental degradation - while preserving existing tank integrity and reducing long-term operational costs.

“We believe this authorization represents a significant step forward in KeepZone’s expansion into critical infrastructure protection in the strategically important Gulf region,” said Alon Dayan, Chief Executive Officer of KeepZone. “By promoting advanced protective technology, we are positioning KeepZone to help energy operators enhance national resilience and safeguard vital assets against modern threats.”

About Nexera Technologies Ltd (formerly Jeffs’ Brands Ltd)

Nexera Technologies Ltd (formerly known as Jeffs’ Brands Ltd) operates, through its subsidiaries, in the fields of advanced technologies for the global homeland security sector and e-commerce:

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KeepZone - A wholly-owned subsidiary dedicated to distributing and promoting AI-powered homeland security technologies, including 3D imaging and electromagnetic threat detection, perimeter intrusion detection, counter-unmanned aircraft systems, and multi-layered security solutions for critical infrastructure and global markets.

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Fort Products – A legacy consumer products operations focused on pest control and remedial products, which was sold to Fort Technology Inc. (“Fort”) in July 2025 in exchange for a controlling equity interest. The Company has since reduced its stake in Fort while retaining control and strategic involvement in related e-commerce activities.

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E-commerce activities - Ongoing legacy operations in data-driven online retail (primarily Amazon Marketplace) through the Company’s other wholly-owned subsidiaries, including Smart Repair Pro and Top Rank.

For more information on Nexera Technologies, visit: https://nexera-tech.io/

Forward-Looking Statements Disclaimer

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. For example, the Company is using forward-looking statements when discussing its plans to expand KeepZone's presence in the Gulf region critical infrastructure protection market and introduce the System to select clients in the region; its expectations regarding KeepZone's positioning as a provider of protective technology solutions to energy operators in the Gulf region; the anticipated benefits, performance characteristics, and service life of the System, including its blast mitigation, fragment protection, spall control, corrosion resistance, and long-term durability in Gulf conditions; its belief that the Authorization represents a significant step forward for KeepZone's regional expansion; and the potential for KeepZone to help energy operators enhance national resilience and safeguard critical infrastructure against modern threats.. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the Company’s ability to adapt to significant future alterations in Amazon’s policies; the Company’s ability to sell its existing products and grow the Company’s brands and product offerings; the Company’s ability to meet its expectations regarding the revenue growth and the demand for e-commerce; the overall global economic environment; the impact of competition and new e-commerce technologies; general market, political and economic conditions in the countries in which the Company operates; projected capital expenditures and liquidity; the impact of possible changes in Amazon’s policies and terms of use; the impact of conditions in Israel; and the other risks and uncertainties described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”), on April 1, 2026, and the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Investor Relations Contact
Michal Efraty
Adi and Michal PR-IR
Investor Relations, Israel
michal@efraty.com

Source: View Original Filing on SEC EDGAR

FAQ

How did Fort Technology Inc. (NEXR subsidiary) perform financially in 2025?

Fort Technology generated $10.846 million in revenue in 2025, up from $9.875 million in 2024. Despite this growth, the company reported a net loss of $5.83 million, compared with a $0.36 million profit a year earlier, largely due to listing and financing costs.

What caused Fort Technology’s net loss in 2025 despite higher revenue?

The 2025 net loss of $5.83 million mainly reflects $3.784 million of non-recurring listing expenses from a reverse recapitalization and $0.945 million in net financial expenses. Core operations moved from a $0.53 million operating profit in 2024 to a $1.26 million operating loss in 2025.

What is Nexera Technologies’ warrant exercise price change disclosed in the 6-K?

Effective April 28, 2026, the exercise price for Nexera’s outstanding Series A Warrants and two note-related warrants was reset to $1.545808 per ordinary share. The filing notes that the Note Warrant and Second Note Warrant were fully exercised by their holder as of April 29, 2026.

What major financing transactions did Fort Technology complete in 2025?

Fort issued CAD 5 million (about $3.63 million) of unsecured convertible debentures maturing in 2027 with a 10% annual interest rate. It also entered into a £2 million loan to EEH Ventures Limited, classified as a fair value through profit or loss convertible loan receivable on its 2025 balance sheet.

What is the EEH Loan mentioned in Fort Technology’s MD&A?

The EEH Loan is a £2,000,000 facility to EEH Ventures Limited bearing 7.5% annual interest over three years. Fort can convert the outstanding principal and interest into EEH’s holdings in Wigan Topco Limited, representing 35.8% of Wigan’s share capital, creating an additional investment exposure.

How strong is Fort Technology’s balance sheet at December 31, 2025?

Fort reported $7.492 million in total assets and $4.699 million in total liabilities at year-end 2025, leaving shareholders’ equity of $2.793 million. Key items included $0.605 million of cash, $3.862 million of inventory and a $3.127 million carrying amount for its convertible debenture liability.

What operational focus does Fort Technology have within Nexera’s group?

Fort Technology operates as an e-commerce consumer packaged goods company, selling pest control products via Amazon in the United Kingdom, France and other European markets. It markets proprietary brands such as Roshield, Entopest, Rempro and Birdgo, using both Fulfillment by Amazon and Fulfillment by Merchant models.

Filing Exhibits & Attachments

3 documents

Fort Technology (NEXR) posts 2025 loss on listing costs as Nexera reprices key warrants

Rhea-AI Filing Summary

Positive

Negative

Insights

Key Figures

Key Terms

FAQ

How did Fort Technology Inc. (NEXR subsidiary) perform financially in 2025?

What caused Fort Technology’s net loss in 2025 despite higher revenue?

What is Nexera Technologies’ warrant exercise price change disclosed in the 6-K?

What major financing transactions did Fort Technology complete in 2025?

What is the EEH Loan mentioned in Fort Technology’s MD&A?

How strong is Fort Technology’s balance sheet at December 31, 2025?

What operational focus does Fort Technology have within Nexera’s group?

Filing Exhibits & Attachments

Press Releases

Fort Technology (NEXR) posts 2025 loss on listing costs as Nexera reprices key warrants

Rhea-AI Filing Summary

Positive

Negative

Insights

Equity & credit analyst neutral

Key Figures

Key Terms

FAQ

How did Fort Technology Inc. (NEXR subsidiary) perform financially in 2025?

What caused Fort Technology’s net loss in 2025 despite higher revenue?

What is Nexera Technologies’ warrant exercise price change disclosed in the 6-K?

What major financing transactions did Fort Technology complete in 2025?

What is the EEH Loan mentioned in Fort Technology’s MD&A?

How strong is Fort Technology’s balance sheet at December 31, 2025?

What operational focus does Fort Technology have within Nexera’s group?

Filing Exhibits & Attachments

Press Releases