Form 8-K/A

8-K/A — Quantum Cyber N.V.

Accession: 0001213900-26-103533

Filed: 2026-09-25

Period: 2026-07-15

CIK: 0001874252

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0306470-8ka1_quantum.htm (Primary)

EX-23.1 — CONSENT OF HASKELL & WHITE LLP (ea030647001ex23-1.htm)

EX-99.1 — AUDITED COMBINED FINANCIAL STATEMENTS OF ARCADE REALTY LLC AND ARCADE TECHNOLOGY LLC AND ACCOMPANYING NOTES RELATED THERETO AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024 (ea030647001ex99-1.htm)

EX-99.2 — UNAUDITED INTERIM COMBINED FINANCIAL STATEMENTS OF ARCADE REALTY LLC AND ARCADE TECHNOLOGY LLC AND ACCOMPANYING NOTES RELATED THERETO AS OF JUNE 30, 2026 AND DECEMBER 31, 2025, AND FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2026 AND 2025 (ea030647001ex99-2.htm)

EX-99.3 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF QUANTUM CYBER N.V. AND ACCOMPANYING NOTES RELATED THERETO AS OF AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 AND AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 (ea030647001ex99-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0306470-8ka1_quantum.htm · Sequence: 1

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2026-07-15

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 15, 2026

Quantum Cyber N.V.

(Exact Name of Registrant as Specified in its

Charter)

The Netherlands

001-41010

N/A

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

200 Connecticut Ave, Suite 400, Norwalk CT 06854

(Address of Principal Executive Offices) (Zip

Code)

+1 (561) 562-4111

(Registrant’s telephone number,

including area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange On Which Registered

Ordinary Shares, nominal value €0.01 per share

QUCY

Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On July 16, 2026, Quantum Cyber N.V. (the “Company”)

filed a Current Report on Form 8-K (the “Original Form 8-K”) with the U.S. Securities and Exchange Commission (the “SEC”)

in connection with the completion of the Company’s acquisition of (i) certain parcels of real property located at 38 Union Avenue,

Bridgeport, Connecticut from Arcade Realty LLC (“Arcade Realty,” and such acquisition, the “Property Acquisition”)

and (ii) certain assets of Arcade Technology LLC (“Arcade Technology”) used in Arcade Technology’s business of providing

precision metal stamping services as well as tool design and manufacturing services (the “Asset Acquisition,” and together,

with the Property Acquisition, the “Acquisition”).

This Current Report on Form 8-K/A (this “Amendment”)

amends the Original Form 8-K to provide the historical financial statements and pro forma financial information required by Items 9.01(a)

and (b) of Form 8-K, which were omitted from the Original Form 8-K as permitted by paragraphs (a)(3) and (b)(2) of Item 9.01 of Form 8-K.

The presentation of the Target Financial Statements

(as defined below), including the level of detail provided therein, is not necessarily indicative of how the Company intends to present

its financial results in the future. The pro forma financial information included in this Amendment has been presented for informational

purposes only, as required by Form 8-K. Such pro forma financial information does not purport to represent the actual results of operations

that the Company would have achieved had it completed the Acquisition prior to the periods presented in the pro forma financial information,

and it is not intended as a projection of the future results of operations that the Company may achieve after the Acquisition. No other

amendments are being made to the Original Form 8-K by this Amendment. This Amendment should be read in conjunction with the Original Form

8-K, which provides a more complete description of the Acquisition.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds

acquired.

The (i) audited combined financial statements

of Arcade Realty and Arcade Technology and accompanying notes related thereto as of and for the years ended December 31, 2025 and December

31, 2024 are filed herewith as Exhibit 99.1 and are incorporated by reference herein and the (ii) unaudited combined financial statements

of Arcade Realty and Arcade Technology for the six month periods ended June 30, 2026 and 2025 are filed herewith as Exhibit 99.2 and are

incorporated by reference herein (together, the “Target Financial Statements”).

(b) Pro forma financial information.

The unaudited pro forma condensed combined balance

sheet of the Company as of June 30, 2026, the unaudited pro forma condensed combined statement of operations for the fiscal year ended

December 31, 2025 and the six months ended June 30, 2026 and the accompanying notes related thereto are filed herewith as Exhibit 99.3

and are incorporated by reference herein.

Exhibit No.

Description

23.1

Consent of Haskell & White LLP

99.1

Audited combined financial statements of Arcade Realty LLC and Arcade Technology LLC and accompanying notes related thereto as of and for the years ended December 31, 2025 and December 31, 2024.

99.2

Unaudited interim combined financial statements of Arcade Realty LLC and Arcade Technology LLC and accompanying notes related thereto as of June 30, 2026 and December 31, 2025, and for the six month periods ended June 30, 2026 and 2025.

99.3

Unaudited pro forma condensed combined financial information of Quantum Cyber N.V. and accompanying notes related thereto as of and for the fiscal year ended December 31, 2025 and as of and for the six months ended June 30, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto

duly authorized.

Quantum Cyber N.V.

By:

/s/ David Lazar

Name:

David Lazar

Title:

Chief Executive Officer

Dated: September 25, 2026

EX-23.1 — CONSENT OF HASKELL & WHITE LLP

EX-23.1

Filename: ea030647001ex23-1.htm · Sequence: 2

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

Board of Directors and Shareholders

Quantum Cyber N.V.

We consent to the incorporation by reference

in the Registration Statement on Form S-3 (File No. 333-296480) and the Registration Statement on Form S-8 (File No. 333-293603) of Quantum

Cyber N.V. of our report dated September 25, 2026 with respect to the combined balance sheets of Arcade Technology LLC and Arcade Realty

LLC as of December 31, 2025 and 2024, and the related combined statements of operations, changes in members’ equity, and cash flows

for the years then ended, and the related notes to the financial statements, which report appears in the Form 8-K/A of Quantum Cyber

N.V. dated September 25, 2026.

/s/ Haskell & White

LLP

HASKELL & WHITE LLP

Irvine, California

September 25, 2026

EX-99.1

Filename: ea030647001ex99-1.htm · Sequence: 3

Exhibit 99.1

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Combined Financial Statements

For the Years Ended December 31, 2025 and 2024

Page

Independent Auditors’ Report

Financial Statements

Combined Balance Sheets

Combined Statements of Operations

Combined Statements of Changes in Members’ Equity

Combined Statements of Cash Flows

Notes to Combined Financial Statements

7-15

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Members of

Arcade Technology LLC and Arcade Realty LLC

Opinion

We have audited the accompanying combined financial

statements of Arcade Technology LLC and Arcade Realty LLC (together, the “Company”), which comprise the combined balance

sheets as of December 31, 2025 and 2024, the related combined statements of operations, changes in members’ equity, and cash flows

for the years then ended, and the related notes to the combined financial statements (collectively, the “financial statements”).

In our opinion, the financial statements referred

to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results

of its operations and its cash flows for the years then ended, in accordance with accounting principles generally accepted in the United

States of America.

Basis for Opinion

We conducted our audit in accordance with auditing

standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the

Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent

of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial

Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting

principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control

relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud

or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,

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

financial statements are available to be issued.

Auditors’ 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 auditors’ report that includes our opinion. Reasonable assurance is a high level

of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted

auditing standards will always detect a material misstatement when it exists. 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. Misstatements are considered material if there is a substantial likelihood that, individually or

in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally

accepted auditing standards, we:

● Exercise

professional judgment and maintain professional skepticism throughout the audit.

● Identify

and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit

procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

● 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. Accordingly, no such opinion

is expressed.

● Evaluate

the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well

as evaluate the overall presentation of the financial statements.

● Conclude whether, in our judgment, there are

conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going

concern for a reasonable period of time.

We are required to communicate with those charged

with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal

control related matters that we identified during the audit.

/s/ Haskell & White LLP

HASKELL & WHITE LLP

Irvine, California

September 25, 2026

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Combined Balance Sheets

December 31,

2025

2024

Assets

Current assets

Cash and cash equivalents

$ 577,252

$ 980,783

Accounts receivable, net

473,306

451,667

Inventory, net

866,909

847,837

Prepaid expenses

20,889

59,410

Total current assets

1,938,356

2,339,697

Property, plant and equipment, net

655,199

697,315

Total assets

$ 2,593,555

$ 3,037,012

Liabilities and members’ equity

Current liabilities

Accounts payable and accrued liabilities

$ 156,846

$ 199,637

Loan payable - current portion

3,521

3,393

Total current liabilities

160,367

203,030

Loan payable - net of current portion

138,117

141,856

Total liabilities

298,484

344,886

Commitments and contingencies (note 8)

Members’ equity

Members’ capital contributions

89,838

Accumulated earnings

2,205,233

2,602,288

Total members’ equity

2,295,071

2,692,126

Total liabilities and members’ equity

$ 2,593,555

$ 3,037,012

The accompanying notes are an integral part of

these combined financial statements.

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Combined Statements of Operations

Years Ended December 31,

2025

2024

Revenue

$ 4,339,242

$ 4,491,899

Cost of revenue

3,969,080

3,894,458

Gross profit

370,162

597,441

Operating expenses:

Selling, general and administrative

521,414

519,076

Total operating expenses

521,414

519,076

(Loss) income from operations

(151,252 )

78,365

Other income (expense):

Miscellaneous income

31,480

17,055

Interest income

6,316

8,337

Interest expense

(5,390 )

(5,528 )

Total other income

32,406

19,864

Net (loss) income

$ (118,846 )

$ 98,229

The accompanying notes are an integral part of

these combined financial statements.

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Combined Statements of Changes in Members’

Equity

Members’

Total

Capital

Accumulated

Members’

Contribution

Earnings

Equity

Balance, December 31, 2023

$ 89,838

$ 2,816,092

$ 2,905,930

Distribution to members

(312,033 )

Net income

98,229

Balance, December 31, 2024

$ 89,838

$ 2,602,288

$ 2,692,126

Distribution to members

(278,209 )

Net loss

(118,846 )

Balance, December 31, 2025

$ 89,838

$ 2,205,233

$ 2,295,071

The accompanying notes are an integral part of

these combined financial statements.

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Combined Statements of Cash Flows

Years Ended December 31,

2025

2024

Cash flows from operating activities

Net (loss) income

$ (118,846 )

$ 98,229

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

Depreciation

65,724

61,687

Changes in operating assets and liabilities:

Accounts receivable

(21,639 )

214,651

Inventory

(19,072 )

111,268

Prepaid expenses

38,521

(5,638 )

Accounts payable and accrued liabilities

(42,791 )

(223,319 )

Net cash (used in) provided by operating activities

(98,103 )

256,878

Cash flows from investing activities

Purchase of property, plant and equipment

(23,608 )

Net cash used in investing activities

(23,608 )

Cash flows from financing activities

Distribution to members

(278,209 )

(312,033 )

Repayments of loan payable

(3,611 )

(3,243 )

Net cash used in financing activities

(281,820 )

(315,276 )

Change in cash and cash equivalents

(403,531 )

(58,398 )

Cash and cash equivalents, beginning of year

980,783

1,039,181

Cash and cash equivalents, end of year

$ 577,252

$ 980,783

Supplemental cash flow information:

Cash paid for interest

$ 5,390

$ 5,528

The accompanying notes are an integral part of

these combined financial statements.

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Notes to the Combined Financial Statements

NOTE 1 – ORGANIZATION AND DESCRIPTION

OF BUSINESS

Arcade Technology LLC (“Arcade Technology”),

a Connecticut limited liability company, has operated as Arcade Metal Stamping since 1948 and is an ISO 9001:2015–certified custom

manufacturer of precision metal stampings, tooling, and assemblies, operating from a 53,000-square-foot facility at 38 Union Avenue, Bridgeport,

Connecticut. Arcade Technology’s services include progressive and compound-die metal stamping, in-house tool design and manufacturing,

and CNC machining and secondary operations (e.g., plating, painting, heat treating, welding, and assembly), serving a diversified customer

base across numerous end markets in North America. Arcade Realty LLC (“Arcade Realty”) is a Connecticut limited liability

company that owns the 38 Union Avenue facility occupied by Arcade Technology. Arcade Technology and Arcade Realty are under common ownership

and management and are presented herein on a combined basis.

Members and their approximate ownership interests

as of December 31, 2025 were as follows:

Member

Ownership %

Chief Executive Officer, Member

58.5 %

Chief Financial Officer, Member

14.5 %

Other Members (3)

27.0 %

Total

100.0 %

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES

Basis of Presentation

The combined financial statements include

the accounts of Arcade Technology and Arcade Realty (collectively, the “Company”), which are entities under common

ownership and management. All intercompany balances and transactions between the two entities have been eliminated in combination.

The combined financial statements have been prepared in conformity with accounting principles generally accepted in the United

States of America (“GAAP”).

Use of Estimates

The preparation

of combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements.

The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could

differ from these good faith estimates and judgments.

Segment Information

The Company operates as a single operating and

reportable segment, providing precision metal stamping, tooling design and manufacturing, and CNC machining and secondary operations (including

plating, painting, heat treating, welding, and assembly) to a diversified customer base across multiple end markets in North America.

The Company’s Chief Executive Officer (“CEO”)

is the chief operating decision maker (“CODM”). The CODM reviews financial information for purposes of allocating resources

and evaluating financial performance, and assesses performance and allocates resources primarily based on net income (loss), which is

reported on the Statements of Operations. Total assets on the combined balance sheets represent the Company’s segment assets.

The significant segment expenses regularly provided

to and reviewed by the CODM are the expense categories presented on the face of the combined statements of operations, consisting of cost

of revenue, selling, general and administrative expense, and interest expense.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks,

money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible

to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

Cash and cash equivalents consisted of the following:

December 31,

2025

2024

Cash

$ 248,006

$ 247,663

Money market funds

329,246

733,120

$ 577,252

$ 980,783

Periodically, the Company may carry cash balances

at financial institutions in excess of the federally insured limit of $250,000 per institution in the U.S. The Company has not experienced

losses on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard

to these deposits is not significant.

Accounts Receivable

The Company records accounts receivable at net

realizable value. This value includes an appropriate allowance for estimated credit losses, which is charged to the provision for credit

losses, to reflect any expected loss on the trade accounts receivable balances. The Company calculates this allowance based on available

relevant information, in addition to historical loss information, the level of past-due accounts based on the contractual terms of the

receivables, and its relationships with, and the economic status of its customers. The allowance for credit losses was $10,000 as of December

31, 2025 and 2024. The Company believes its exposure to concentrations of credit risk is limited due to the diversity of its customers

across numerous industries, including appliance, automotive, electrical and electronics, government and defense, medical, telecommunications,

and transportation equipment.

Accounts receivable consisted of the following:

December 31,

2025

2024

Accounts receivable

$ 483,306

$ 461,667

Less: Allowance for credit losses

(10,000 )

Accounts receivable, net

$ 473,306

$ 451,667

Inventories

Inventories consist primarily of raw materials

(which include steel coil, wire, and other raw material stock), work-in-progress, and finished goods (which include stamped metal parts,

components, and assemblies). Inventories are valued at the lower of cost or net realizable value. The Company determines cost of inventory

using the first-in, first-out (FIFO) method.

Inventories consisted of the following:

December 31,

2025

2024

Raw materials

$ 318,755

$ 331,084

Work-in-progress

489,654

463,209

Finished goods

283,893

278,937

Less: Inventory reserve

(225,393 )

Inventory, net

$ 866,909

$ 847,837

Property, Plant and Equipment

Property, plant and equipment are stated at cost.

Repair and maintenance costs that do not improve service potential or extend economic life are expensed as incurred. Depreciation is recorded

principally by the straight-line method over the estimated useful lives of the Company’s assets, which are reviewed periodically

and generally have the following ranges:

Buildings and improvements

39 years

Machinery and equipment

15 years

Land

Not depreciated

Furniture and fixtures

5 years

Computer equipment

3 years

Leasehold improvements

Remaining lease term

Construction in progress is not depreciated until

ready for service.

Impairment of Long-Lived Assets

Long-lived assets with finite lives, primarily,

property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount

of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s

carrying value, then the asset is deemed to be impaired and written down to its fair value.

Debt

Debt is recognized at the amount of proceeds received

and subsequently carried at amortized cost. Interest expense is recognized over the term of the debt based on the applicable interest

rate. Current maturities of long-term debt are classified as current liabilities, and the remaining balance is classified as long-term

debt.

Financial Instruments

The Company follows Accounting Standards Codification

(“ASC”) 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price

that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the

asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value

hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources

(observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information

available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest

priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable

inputs (Level 3). The three levels of the fair value hierarchy are described below:

● Level 1 applies to assets or liabilities for

which there are quoted prices in active markets for identical assets or liabilities.

● Level 2 applies to assets or liabilities for

which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets

or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent

transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally

from, or corroborated by, observable market data.

● Level 3 applies to assets or liabilities for

which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets

or liabilities.

The carrying values of the Company’s financial

instruments include: cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities. These financial instruments

approximate their fair values due to their short-term maturities.

Revenue Recognition

The Company derives its revenue primarily from

the sale of precision metal stamping products across three product lines: electrical components, tooling, and general metal stamping products,

along with related manufactured components and assemblies, to customers across a variety of industries. Revenue is recognized when control

of these products is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to

be entitled to in exchange for those products. The Company records revenue based on a five-step model which includes: (1) identifying

a contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating

the transaction price among the performance obligations; and (5) recognizing revenue as each performance obligation is satisfied.

The Company identifies customer purchase orders

as contracts. Pricing for the Company’s products is established on a customer-by-customer basis pursuant to negotiated purchase

orders or customer agreements, and may vary across customers based on product specifications, volume, and other negotiated terms. Revenue

is measured as the net amount of consideration expected to be received in exchange for fulfilling the Company’s performance obligations,

which generally consist of a single performance obligation for each product ordered. The amount of consideration expected to be received

includes estimates of variable consideration, consisting of sales discounts and allowances, which are estimated based on historical experience

and recorded as a reduction of the transaction price. The Company reviews these estimates at the end of each reporting period, and the

impact of any adjustments is recognized in the period identified. In assessing whether collection of consideration from a customer is

probable, the Company considers both the customer’s ability and intent to pay the amount of consideration when due.

Revenue is recognized at the point in time that

the Company’s performance obligation is satisfied and control of the ordered product transfers to the customer. For products delivered

by the Company, this transfer occurs upon shipment, as the Company’s standard shipping terms are FOB shipping point; for products

picked up directly by the customer, this transfer occurs upon pickup from the Company’s facility. Revenue is disaggregated as presented

in Note 6, Disaggregated Revenue and Concentrations.

Payment of invoices is due as specified in the

underlying customer agreement, which is typically 30 to 60 days from the invoice date. Invoices are generally issued on the date the product

is shipped or picked up by the customer.

Sales and other taxes the Company collects concurrent

with revenue-producing activities are excluded from revenue. Shipping and handling costs are accounted for as described in Note 2, Shipping

and Handling, below, and are not treated as a separate performance obligation. The Company does not have any significant financing components,

as payment is received within a short period following satisfaction of the Company’s performance obligations. Except for product

nonconformance or defects, no right of return generally exists on the sale of the Company’s products.

Shipping and Handling

The Company incurs shipping and handling costs

in connection with the delivery of finished goods. The Company has elected to account for shipping and handling activities performed after

control of a promised good has transferred to the customer as a fulfillment cost rather than as a separate performance obligation, consistent

with the practical expedient permitted under ASC 606-10-25-18B. Accordingly, shipping and handling costs are expensed as incurred and

are included in cost of revenue. Shipping and handling costs were $31,230 and $23,003 for the years ended December 31, 2025 and 2024,

respectively.

Advertising and Marketing

Advertising and marketing costs are expensed as

incurred. Advertising and marketing expenses were $29,601 and $20,209 for the years ended December 31, 2025 and 2024, respectively.

Income Taxes

The Company itself is not subject to U.S. federal

income taxes; each member is individually liable for income taxes, if any, on its share of the Company’s net taxable income. Therefore,

taxable income or loss is reported to the individual members for inclusion in their respective tax returns, and no provision for federal

and state income taxes is included in these combined financial statements.

Related Parties

The Company follows ASC 850, “Related

Party Disclosures” for the identification of related parties and disclosure of related party transactions.

Recently Issued Accounting Pronouncements

Not Yet Adopted

In November 2024, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 Final Standard on Income Statement:

Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement expenses for public business

entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires

disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the combined financial statements.

This ASU applies to public business entities (“PBEs”) as defined under U.S. GAAP. Because the Company’s combined financial

statements are being included in a filing with the U.S. Securities and Exchange Commission, the Company is considered a PBE for purposes

of these combined financial statements. Accordingly, this guidance will be effective for the Company for annual reporting periods beginning

after December 15, 2026 (i.e., the year ending December 31, 2027) and interim reporting periods beginning after December 15, 2027. The

Company is currently evaluating the impact of adopting ASU 2024-03.

In December 2025, the FASB issued ASU 2025-11, Interim

Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim

financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring

entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is

effective for PBEs for interim reporting periods in fiscal years beginning after December 15, 2027, with a one-year deferral (fiscal years

beginning after December 15, 2028) for all other entities. Because the Company’s combined financial statements are being included

in a filing with the U.S. Securities and Exchange Commission, the Company is considered a PBE for purposes of these combined financial

statements and, accordingly, is subject to the earlier effective date applicable to PBEs; early adoption is permitted. The Company is

currently evaluating the impact of adopting ASU 2025-11.

The Company has reviewed all other recently issued,

but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to

cause a material impact on the Company’s combined financial statements.

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the

following:

December 31,

2025

2024

Land

$ 173,494

Building

702,739

Building improvements

25,000

Machinery and equipment

987,048

963,440

Furniture and fixtures

58,444

Computer equipment

19,313

Total property, plant and equipment

1,966,038

1,942,430

Accumulated depreciation

(1,310,839 )

(1,245,115 )

Property, plant and equipment, net

$ 655,199

$ 697,315

During the years ended December 31, 2025 and 2024,

the Company recognized depreciation expenses as follows:

Years Ended December 31,

2025

2024

Depreciation - Cost of revenue

$ 42,998

$ 39,365

Depreciation - Selling, general and administrative

22,726

22,322

Total depreciation

$ 65,724

$ 61,687

NOTE 4 – LOAN PAYABLE

EIDL Note Payable

On May 5, 2020, the Company executed a U.S. Small

Business Administration Economic Injury Disaster Loan (“SBA”) in the original principal amount of $150,000, bearing interest at 3.75% per

annum. Installment payments of principal and interest of $731 per month commenced twelve months from the date of the note, with the remaining

balance of principal and accrued interest due thirty (30) years from the date of the note. The note is secured by substantially all tangible

and intangible personal property of Arcade Technology and contains customary affirmative and negative covenants, including transfers of

collateral and changes in ownership or legal structure without the prior written consent of the SBA.

During the years ended December 31, 2025 and 2024,

the Company recognized interest expense of $5,390 and $5,528, respectively. The outstanding principal balance was $141,638 and $145,249

as of December 31, 2025 and 2024, respectively. The note was repaid in full on July 16, 2026.

Aggregate future maturities of long-term debt

as of December 31, 2025 are as follows:

For the year ending December 31,

2026

$ 3,521

2027

3,656

2028

3,781

2029

3,940

2030

4,090

Thereafter

122,650

Total

$ 141,638

Line of Credit

The Company maintains a $750,000 revolving line

of credit. No amounts were outstanding under the line of credit as of December 31, 2025 and 2024.

NOTE 5 – MEMBERS’ CAPITAL

Members’ capital represents the members’

cumulative equity interests in Arcade Technology and Arcade Realty, including capital contributions, cumulative earnings and losses, and

distributions. There were no capital contributions during the years ended December 31, 2025 or 2024.

Distributions paid to members totaled $278,209

and $312,033 for the years ended December 31, 2025 and 2024, respectively.

NOTE 6 – DISAGGREGATED REVENUE AND CONCENTRATIONS

During the years ended December 31, 2025 and 2024,

disaggregated revenue was as follows:

Years Ended December 31,

2025

2024

Electrical

$ 253,747

$ 221,341

Tooling

27,825

63,920

Metal stamping

4,057,670

4,206,638

$ 4,339,242

$ 4,491,899

Revenue and Accounts Receivable

For the year ended December 31, 2025, three customers

accounted for 10% or more of the Company’s total revenue, representing approximately 16%, 16%, and 12% of total revenue, respectively.

For the year ended December 31, 2024, two customers accounted for 10% or more of the Company’s total revenue, representing approximately

18% and 12% of total revenue, respectively.

As of December 31, 2025, accounts receivable from

four customers accounted for 10% or more of total accounts receivable, representing approximately 18%, 15%, 13%, and 12% of total accounts

receivable, respectively. As of December 31, 2024, accounts receivable from three customers accounted for 10% or more of total accounts

receivable, representing approximately 21%, 14% and 11% of total accounts receivable, respectively.

Purchases and Accounts Payable

For the year ended December 31, 2025, purchases

from three vendors accounted for 10% or more of total raw material purchases, representing approximately 14%, 13%, and 13% of raw material

purchases, respectively. For the year ended December 31, 2024, purchases from four vendors accounted for 10% or more of total raw material

purchases, representing approximately 16%, 14%, 12% and 11% of raw material purchases, respectively.

As of December 31, 2025, accounts payable due

to two vendors accounted for 10% or more of total accounts payable, representing approximately 14% and 10% of total accounts payable,

respectively. As of December 31, 2024, accounts payable due to two vendors accounted for 10% or more of total accounts payable, representing

approximately 25% and 10% of total accounts payable, respectively.

NOTE 7 – COST OF REVENUE

Cost of revenue consisted of the following:

Years Ended December 31,

2025

2024

Inventory purchases

$ 1,367,253

$ 1,492,143

Labor

1,743,131

1,542,517

Insurance

266,359

267,682

Utilities

175,424

140,174

Supplies and others

373,915

412,577

Depreciation

42,998

39,365

$ 3,969,080

$ 3,894,458

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Except as disclosed elsewhere in these combined

financial statements, the Company had no material commitments or contingencies, and was not subject to any pending or threatened litigation,

claims, or governmental investigations, as of December 31, 2025 or 2024.

NOTE 9 – SUBSEQUENT EVENTS

Management evaluated subsequent events through

the date these combined financial statements were available to be issued and noted no other items requiring disclosure, other than as

discussed below.

On June 26, 2026, Arcade Technology entered into

an Asset Purchase Agreement (the “APA”) with Quantum Drones Corporation, a Nevada corporation and wholly owned subsidiary

of Quantum Cyber N.V. (“Buyer”), pursuant to which Arcade Technology agreed to sell certain assets used in its business, including

inventory, equipment, and intangible assets, for a base purchase price of $900,000 plus the value of inventory at closing, subject to

adjustment as described in the APA. Concurrently, Arcade Realty entered into a Purchase and Sale Agreement (the “PSA”) with

Buyer for the sale of the real property at 38 Union Avenue, Bridgeport, Connecticut for a purchase price of $2,300,000, subject to adjustment.

The APA and PSA provide that the aggregate consideration for the business and the real property (prior to adjustment for inventory value)

is $3,200,000, and that the closings of the two agreements occur simultaneously.

The APA and PSA each provided for a 10-day due

diligence period following the June 26, 2026 effective date, with closing to occur on the third business day following expiration of that

period, or such earlier date as the parties agreed. At closing, Buyer agreed to enter into three-year employment agreements with William

Rhone, Arcade Technology Chief Financial Officer, Member, and Steven Pepe, Arcade Technology Chief Executive Officer, Member, each with

non-compete covenants.

The transactions contemplated by the APA and

PSA closed on July 15, 2026. Per the executed settlement statements, the final purchase price for the transactions consisted of

$900,000 for the business assets, $980,000 for inventory, and $2,300,000 for the real property, for total contractual consideration

of $4,180,000, before closing prorations and Buyer’s own closing costs.

EX-99.2

Filename: ea030647001ex99-2.htm · Sequence: 4

Exhibit 99.2

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Interim Combined Financial Statements

Six-Month Periods Ended June 30, 2026 and 2025

Page

Financial Statements

Interim Combined Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025

Interim Combined Statements of Operations for the Six-Month Periods Ended June 30, 2026 and 2025 (Unaudited)

Interim

Combined Statements of Changes in Members’ Equity for the Six Months Ended June 30, 2026 and 2025 (Unaudited)

Interim Combined Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)

Notes to Interim Combined Financial Statements (Unaudited)

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Interim Combined Balance Sheets

June 30,

December 31,

2026

2025

(Unaudited)

Assets

Current assets

Cash and cash equivalents

$ 533,115

$ 577,252

Accounts receivable, net

619,556

473,306

Inventory, net

652,783

866,909

Prepaid expenses

16,307

20,889

Total current assets

1,821,761

1,938,356

Property, plant and equipment, net

622,789

655,199

Total assets

$ 2,444,550

$ 2,593,555

Liabilities and members’ equity

Current liabilities

Accounts payable and accrued liabilities

$ 356,822

$ 156,846

Loan payable - current portion

3,587

3,521

Total current liabilities

360,409

160,367

Loan payable – net of current portion

136,285

138,117

Total liabilities

496,694

298,484

Commitments and contingencies (note 8)

Members’ equity

Members’ capital contributions

89,838

Accumulated earnings

1,858,018

2,205,233

Total members’ equity

1,947,856

2,295,071

Total liabilities and members’ equity

$ 2,444,550

$ 2,593,555

The accompanying notes are an integral part

of these interim combined financial statements.

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Interim Combined Statements of Operations

(Unaudited)

Six Months Ended June 30,

2026

2025

Revenue

$ 2,481,949

$ 2,228,742

Cost of revenue

2,425,620

2,148,610

Gross profit

56,329

80,132

Operating expenses:

Selling, general and administrative

236,942

255,075

Total operating expenses

236,942

255,075

Loss from operations

(180,613 )

(174,943 )

Other income (expense):

Miscellaneous income

20,652

15,528

Interest income

1,941

3,918

Interest expense

(2,620 )

(2,684 )

Total other income

19,973

16,762

Net loss

$ (160,640 )

$ (158,181 )

The accompanying notes are an integral part

of these interim combined financial statements.

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Interim Combined Statements of Changes in Members’

Equity

(Unaudited)

Members’

Total

Capital

Accumulated

Members’

Contribution

Earnings

Equity

Balance, December 31, 2024

$ 89,838

$ 2,602,288

$ 2,692,126

Distribution to members

(139,110 )

Net loss

(158,181 )

Balance, June 30, 2025

$ 89,838

$ 2,304,997

$ 2,394,835

Balance, December 31, 2025

$ 89,838

$ 2,205,233

$ 2,295,071

Distribution to members

(186,575 )

Net loss

(160,640 )

Balance, June 30, 2026

$ 89,838

$ 1,858,018

$ 1,947,856

The accompanying notes are an integral part

of these interim combined financial statements.

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Interim Combined Statements of Cash Flows

(Unaudited)

Six Months Ended June 30,

2026

2025

Cash flows from operating activities

Net loss

$ (160,640 )

$ (158,181 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation

32,410

30,523

Changes in operating assets and liabilities:

Accounts receivable

(146,250 )

(23,454 )

Inventory

214,126

(6 )

Prepaid expenses

4,582

125

Accounts payable and accrued liabilities

199,976

(28,213 )

Net cash provided by (used in) operating activities

144,204

(179,206 )

Cash flows from investing activities

Purchase of property, plant and equipment

(23,608 )

Net cash used in investing activities

(23,608 )

Cash flows from financing activities

Distribution to members

(186,575 )

(139,110 )

Repayments of loan payable

(1,766 )

(1,702 )

Net cash used in financing activities

(188,341 )

(140,812 )

Change in cash and cash equivalents

(44,137 )

(343,626 )

Cash and cash equivalents, beginning of period

577,252

980,783

Cash and cash equivalents, end of period

$ 533,115

$ 637,157

Supplemental cash flow information:

Cash paid for interest

$ 2,620

$ 2,684

The accompanying notes are an integral part

of these interim combined financial statements.

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Notes to the Unaudited Interim Combined Financial

Statements

NOTE 1 – ORGANIZATION AND DESCRIPTION

OF BUSINESS

Arcade Technology LLC (“Arcade Technology”),

a Connecticut limited liability company, has operated as Arcade Metal Stamping since 1948 and is an ISO 9001:2015–certified custom

manufacturer of precision metal stampings, tooling, and assemblies, operating from a 53,000-square-foot facility at 38 Union Avenue, Bridgeport,

Connecticut. Arcade Technology’s services include progressive and compound-die metal stamping, in-house tool design and manufacturing,

and CNC machining and secondary operations (e.g., plating, painting, heat treating, welding, and assembly), serving a diversified customer

base across numerous end markets in North America. Arcade Realty LLC (“Arcade Realty”) is a Connecticut limited liability

company that owns the 38 Union Avenue facility occupied by Arcade Technology. Arcade Technology and Arcade Realty are under common ownership

and management and are presented herein on a combined basis.

Members and their approximate ownership interests

as of June 30, 2026 were as follows:

Member

Ownership %

Chief Executive Officer, Member

58.5 %

Chief Financial Officer, Member

14.5 %

Other Members (3)

27.0 %

Total

100.0 %

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES

Basis of Presentation

The interim combined financial statements have been prepared in conformity with accounting principles generally accepted in the United

States of America (“U.S. GAAP”) for interim financial information. Accordingly, the unaudited interim combined financial statements

do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The interim combined financial statements include

the accounts of Arcade Technology and Arcade Realty (collectively, the “Company”), entities under common ownership and management.

All intercompany balances and transactions between the two entities have been eliminated in combination.

Use of Estimates

The preparation

of interim combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim combined financial

statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual

results could differ from these good faith estimates and judgments.

Segment Information

The Company operates as a single operating and

reportable segment, providing precision metal stamping, tooling design and manufacturing, and CNC machining and secondary operations (including

plating, painting, heat treating, welding, and assembly) to a diversified customer base across multiple end markets in North America.

The Company’s Chief Executive Officer (“CEO”)

is the chief operating decision maker (“CODM”). The CODM reviews financial information for purposes of allocating resources

and evaluating financial performance, and assesses performance and allocates resources primarily based on net income (loss), which is

reported on the Statements of Operations. Total assets on the interim combined balance sheets represent the Company’s segment assets.

The significant segment expenses regularly provided

to and reviewed by the CODM are the expense categories presented on the face of the interim combined statements of operations, consisting

of cost of revenue, selling, general and administrative expense, and interest expense.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks,

money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible

to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

Cash and cash equivalents consisted of the following:

June 30,

December 31,

2026

2025

Cash

$ 226,294

$ 248,006

Money market funds

306,821

329,246

$ 533,115

$ 577,252

Periodically, the Company may carry cash balances

at financial institutions in excess of the federally insured limit of $250,000 per institution in the U.S. The Company has not experienced

losses on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard

to these deposits is not significant.

Accounts Receivable

The Company records accounts receivable at net

realizable value. This value includes an appropriate allowance for estimated credit losses, which is charged to the provision for credit

losses, to reflect any expected loss on the trade accounts receivable balances. The Company calculates this allowance based on available

relevant information, in addition to historical loss information, the level of past-due accounts based on the contractual terms of the

receivables, and its relationships with, and the economic status of its customers. The allowance for credit losses was $10,000 as of June

30, 2026 and December 31, 2025. The Company believes its exposure to concentrations of credit risk is limited due to the diversity of

its customers across numerous industries, including appliance, automotive, electrical and electronics, government and defense, medical,

telecommunications, and transportation equipment.

Accounts receivable consisted of the following:

June 30,

December 31,

2026

2025

Accounts receivable

$ 629,556

$ 483,306

Less: Allowance for credit losses

(10,000 )

Accounts receivable, net

$ 619,556

$ 473,306

Inventories

Inventories consist primarily of raw materials

(which include steel coil, wire, and other raw material stock), work-in-progress, and finished goods (which include stamped metal parts,

components, and assemblies). Inventories are valued at the lower of cost or net realizable value. The Company determines cost of inventory

using the first-in, first-out (FIFO) method.

Inventories consisted of the following:

June 30,

December 31,

2026

2025

Raw materials

$ 241,937

$ 318,755

Work-in-progress

332,302

489,654

Finished goods

303,937

283,893

Less: Inventory reserve

(225,393 )

Inventory, net

$ 652,783

$ 866,909

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Repair and maintenance costs that do not improve service

potential or extend economic life are expensed as incurred. Depreciation is recorded principally by the straight-line method over the

estimated useful lives of the Company’s assets, which are reviewed periodically and generally have the following ranges:

Buildings and improvements

39 years

Machinery and equipment

15 years

Land

Not depreciated

Furniture and fixtures

5 years

Computer equipment

3 years

Leasehold improvements

Remaining lease term

Construction in progress is not depreciated until ready for service.

Impairment of Long-Lived Assets

Long-lived assets with finite lives, primarily, property, plant and equipment are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash

flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be

impaired and written down to its fair value.

Debt

Debt is recognized at the amount of proceeds received and subsequently carried at amortized cost. Interest expense is recognized over

the term of the debt based on the applicable interest rate. Current maturities of long-term debt are classified as current liabilities,

and the remaining balance is classified as long-term debt.

Financial Instruments

The Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and

Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability

(an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants

on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions

developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market

participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy

consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or

liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described

below:

● Level 1 applies to assets or liabilities for which there are quoted prices in active markets

for identical assets or liabilities.

● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices

that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices

for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived

valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

● Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation

methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying values of the Company’s financial instruments include: cash and cash equivalents, accounts receivable and accounts

payable and accrued liabilities. These financial instruments approximate their fair values due to their short-term maturities.