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

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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:

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.

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:

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

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

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

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

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

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

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

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

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

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

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

The accompanying notes are an integral part of the financial statements

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollar in thousands)

NOTE 1 - GENERAL

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:

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.

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

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

NOTE 1 - GENERAL (continued)

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.

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.

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.

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

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.

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.

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.

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

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.

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 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:

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 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.

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 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).

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.

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)

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.

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.

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.

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)

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.

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.

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:

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.

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:

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.

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:

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:

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).

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

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

 NOTE 4 - INVENTORY

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.

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:

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.

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

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.

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

Lease liabilities

NOTE 7 - OTHER PAYABLES

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):

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.

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

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

NOTE 9 - FINANCIAL INSTRUMENTS

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.

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.

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.

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:

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.

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

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

NOTE 10 - SHARE CAPITAL:

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.

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.

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.

NOTE 11 - ADDITIONAL INFORMATION REGARDING PROFIT OR LOSS:  

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)

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

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

NOTE 12 - TAXES ON INCOME:

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%.

Deferred taxes are comprised of the following components:

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

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:

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

NOTE 14 - RELATED PARTIES

FORT TECHNOLOGY INC. (FORMERLY IMPACT ACQUISITIONS CORP.)

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

NOTE 14 - RELATED PARTIES (continued)

NOTE 15 - SUBSEQUENT EVENTS

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