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5D Acquisition Corp. Audit Report / Information 2025
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Audit Report / Information
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5D Acquisition Corp.
FINANCIAL STATEMENTS
For the years ended November 30, 2025 and 2024
(Stated in Canadian dollars)
dmcl LLP
dmcl.ca
Independent Auditor's Report
To the Shareholders of 5D Acquisition Corp.
Opinion
We have audited the financial statements of 5D Acquisition Corp. (the "Company"), which comprise the statements of financial position as at November 30, 2025 and 2024, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards 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.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 to the financial statements, which indicates that the Company incurred a loss for the year ended November 30, 2025 in the amount of $38,581 and accumulated losses since inception in the amount of $357,073. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters, that in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.
Other Information
Management is responsible for the other information. The other information comprises the information included in 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, we conclude that there is a material misstatement of this other information, we are required to report that fact. 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 International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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 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 David Goertz.
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, BC
March 30, 2026
5D Acquisition Corp.
Statements of Financial Position
(Stated in Canadian dollars)
| As at | Note | November 30, 2025 | November 30, 2024 |
|---|---|---|---|
| ASSETS | |||
| Current assets | |||
| Cash | $ 84,300 | $ 131,897 | |
| Prepaid expenses | 1,460 | 1,460 | |
| Total assets | $ 85,760 | $ 133,357 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 5 | $ 12,946 | $ 23,464 |
| Due to related party | 7 | 1,502 | - |
| Total liabilities | 14,448 | 23,464 | |
| SHAREHOLDERS’ EQUITY | |||
| Share capital | 6 | $ 366,355 | $ 366,355 |
| Reserves | 6 | 62,030 | 62,030 |
| Deficit | (357,073) | (318,492) | |
| Total shareholders’ equity | 71,312 | 109,893 | |
| Total liabilities and shareholders’ equity | $ 85,760 | $ 133,357 |
Nature of Operations – Note 1
Going Concern – Note 2
Approved on behalf of the Board:
“Joel Primus” __, Director
“Mohammad Fazil” __, Director
The accompanying notes form an integral part of these financial statements.
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5D Acquisition Corp.
Statements of Loss and Comprehensive Loss
(Stated in Canadian dollars)
For the years ended November 30,
| 2025 | 2024 | |
|---|---|---|
| Expenses | ||
| General and administrative | $ 491 | $ 564 |
| Professional fees | 38,090 | 46,596 |
| 38,581 | 47,160 | |
| Net and comprehensive loss | $ (38,581) | $ (47,160) |
| Weighted average number of common shares outstanding – basic and diluted | 5,629,000 | 5,629,000 |
| Basic and diluted loss per share | $ (0.01) | $ (0.01) |
The accompanying notes form an integral part of these financial statements.
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5D Acquisition Corp.
Statements of Changes in Shareholders' Equity
For the years ended November 30, 2025, and 2024
(Stated in Canadian Dollars)
| Number of shares | Share Capital | Reserves | Deficit | Total | |
|---|---|---|---|---|---|
| Balance, November 30, 2023 | 5,629,000 | $ 366,355 | $ 62,030 | $ (271,332) | $ 157,053 |
| Net loss | - | - | - | (47,160) | (47,160) |
| Balance, November 30, 2024 | 5,629,000 | $ 366,355 | $ 62,030 | $ (318,492) | $ 109,893 |
| Net loss | - | - | - | (38,581) | (38,581) |
| Balance, November 30, 2025 | 5,629,000 | $ 366,355 | $ 62,030 | $ (357,073) | $ 71,312 |
The accompanying notes form an integral part of these financial statements.
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5D Acquisition Corp.
Statements of Cash Flows
(Stated in Canadian Dollars)
For the years ended November 30,
| 2025 | 2024 | |
|---|---|---|
| Operating activities | ||
| Net loss | $ (38,581) | $ (47,160) |
| Change in non-cash working capital item: | ||
| Accounts payable and accrued liabilities | (10,518) | (9,507) |
| Due to related party | 1,502 | (1,088) |
| Net cash used in operating activities | (47,597) | (57,755) |
| Change in cash | (47,597) | (57,755) |
| Cash, beginning | 131,897 | 189,652 |
| Cash, ending | $ 84,300 | $ 131,897 |
The accompanying notes are an integral part of these financial statements.
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5D Acquisition Corp.
Notes to the Financial Statements
For the years ended November 30, 2025 and 2024
(Stated in Canadian dollars)
- Nature of Operations
5D Acquisition Corp. (the "Company") was incorporated under the Business Corporations Act of British Columbia on December 9, 2020. The Company is a Capital Pool Company ("CPC") as defined in the TSX Venture Exchange (the "Exchange") Policy 2.4. The principal business of the Company is the identification and evaluation of assets. The purpose of such acquisition is to satisfy the related conditions of a Qualifying Transaction ("QT") under the policies of the Exchange.
On April 14, 2023, the Company completed its initial public offering ("IPO") and the Company's shares commenced trading on the Exchange on April 18, 2023, under the trading symbol "FIVD.P".
The principal address and registered office of the Company are located at #220 – 333 Terminal Avenue Vancouver BC V6A 4C1, Canada.
- Going Concern
These financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.
The Company incurred a loss for the year ended November 30, 2025 in the amount of $38,581 and accumulated losses since inception in the amount of $357,073.
The proposed business of the Company, and the completion of a QT, involves a high degree of risk. There is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative, and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast doubt about the Company's ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.
These financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. If the going concern assumption was not appropriate for these financial statements, adjustments would be necessary to the statement of financial position classifications used. Such adjustments could be material.
- Basis of Presentation
Statement of Compliance
These financial statements of the Company have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the IFRS Interpretations Committee ("IFRIC").
The financial statements were approved and authorized for issuance on March 30, 2026 by the Board of Directors.
5D Acquisition Corp.
Notes to the Financial Statements
For the years ended November 30, 2025 and 2024
(Stated in Canadian dollars)
3. Basis of Presentation (continued)
Basis of Presentation
These financial statements have been prepared on a historical cost basis and presented in Canadian dollars which is the functional currency of the Company. All amounts are rounded to the nearest dollar. The financial statements have been prepared on an accrual basis, except for cash flow information.
Critical Accounting Estimates and Judgements
The preparation of these financial statements requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues, and expenses. These judgments and estimates involve assessing the impact of uncertain future events on the carrying amounts of assets and liabilities at the reporting date. Although they are based on historical experience and management’s best knowledge of current conditions, actual results may differ due to the inherent uncertainty in the estimation process.
Estimates
The estimates and underlying assumptions are reviewed on an ongoing basis based on historical experience and other relevant factors. Revisions to accounting estimates and the resulting effects on the carrying amounts of assets and liabilities are recognized prospectively. Such revisions are recorded in the period in which the estimate is revised if the change affects only that period, or in the period of revision and future periods if the change affects both current and future periods.
a) Share based compensation
Share based compensation are measured at fair value. Options are measured using the Black-Scholes Option Pricing Model based on estimated fair values of all share-based awards at the date of grant. The Black-Scholes Option Pricing Model utilizes subjective assumptions such as fair value of the underlying share, expected price volatility, expected life and estimated forfeitures. Non-market vesting conditions are estimated initially and re-assessed every reporting period. Changes in these input assumptions can significantly affect the fair value estimate.
Judgements
Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are outlined below.
a) Income taxes
Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company’s current understanding of the tax law in the relevant jurisdiction. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest and penalties in the current tax provision. The Company recognizes deferred tax assets only to the extent it is probable that future taxable profit will be realized against which a deferred tax asset can be applied.
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5D Acquisition Corp.
Notes to the Financial Statements
For the years ended November 30, 2025 and 2024
(Stated in Canadian dollars)
3. Basis of Presentation (continued)
b) Going concern
The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay its ongoing operating expenditures and meet its liabilities for the ensuring year, involves significant judgment based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
4. Material Accounting Policy Information
Financial instruments
Recognition, classification and measurement
Financial assets are classified and measured based on the business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. IFRS 9 contains three primary measurement categories for financial assets: amortized cost, fair value through other comprehensive income and fair value through profit and loss. Financial assets are recognized in the statements of financial position if the Company has a contractual right to receive cash or other financial assets from another entity.
Financial assets are derecognized when the rights to receive cash flows from the asset have expired or were transferred and the Company has transferred substantially all risks and rewards of ownership. All financial liabilities are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instruments. The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expired.
The Company has classified its accounts payable and accrued liabilities and due to related party as liabilities measured at amortized cost. Such liabilities are recognized initially at fair value inclusive of any directly attributable transaction costs and subsequently carried at amortized cost using the effective interest method, less any impairment losses. The Company has classified its cash as a financial asset measured at fair value through profit and loss.
Financial assets and financial liabilities are offset and the net amount presented in the statements of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
Impairment of financial assets
The Company recognizes loss allowances for expected credit losses on financial assets measured at amortized cost. Loss allowances for accounts receivables are always measured at an amount equal to lifetime expected credit losses if the amount is not considered fully recoverable. A financial asset carried at amortized cost is considered credit-impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. Individually significant financial assets are tested for credit-impairment on an individual basis. The remaining financial assets are assessed collectively.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate.
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5D Acquisition Corp.
Notes to the Financial Statements
For the years ended November 30, 2025 and 2024
(Stated in Canadian dollars)
4. Material Accounting Policy Information (continued)
In assessing collective impairment, the Company uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management's judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.
Losses are recognized in the statements of loss and comprehensive loss and reflected in an allowance account against receivables. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the statements of comprehensive loss.
Loss per share
Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the year. The dilutive effect on earnings per share is calculated presuming the exercise of outstanding options, warrants, convertible debentures and similar instruments. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the year. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.
Income taxes
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used are those that are substantively enacted by the end of the reporting date.
Deferred income tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting. The change in the net deferred income tax asset or liability is included in income except for deferred income tax relating to equity items which is recognized directly in equity. The income tax effects of differences in the periods when revenue and expenses are recognized, in accordance with Company accounting practices, and the periods they are recognized for income tax purposes are reflected as deferred income tax assets or liabilities. Deferred income tax assets and liabilities are measured using the substantively enacted statutory income tax rates which are expected to apply to taxable income in the years in which the assets are realized or the liabilities settled. A deferred income tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized.
Deferred income tax assets and liabilities are offset only if a legally enforceable right exists to offset current tax assets against liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity and are intended to be settled on a net basis.
The determination of current and deferred taxes requires interpretations of tax legislation, estimates of expected timing of reversal of deferred tax assets and liabilities, and estimates of future earnings.
Share capital
Share capital is presented at the value of the shares issued. Transaction costs directly attributable to the issuance of common shares are recognized as a deduction from equity. Transactions with shareholders are disclosed separately in equity.
The proceeds from the exercise of stock options together with amounts previously recorded in reserves over the vesting periods are recorded as share capital.
5D Acquisition Corp.
Notes to the Financial Statements
For the years ended November 30, 2025 and 2024
(Stated in Canadian dollars)
4. Material Accounting Policy Information (continued)
Share based compensation
The Company grants stock options to acquire common shares of the Company to directors, officers and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes or provides services like those performed by an employee.
Stock options granted to directors and officers are measured at their fair values determined on their grant date, using the Black-Scholes Option Pricing Model, and are recognized as an expense over the vesting periods of the options on a graded basis. Stock options granted to consultants or other non-insiders are measured at the fair value of the goods or services received from these parties, or at their Black-Scholes fair values if the fair value of goods or services received cannot be measured. A corresponding increase is recorded to equity reserves for share-based compensation recorded. When stock options are exercised, the cash proceeds along with the amount previously recorded as equity reserves are recorded as share capital.
Accounting standards issued but not yet effective
The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective.
i) IFRS 18 – Presentation and Disclosure in Financial Statements – IFRS 18, effective for reporting periods starting on or after January 1, 2027 (early adoption permitted), introduces changes expected to affect how most entities present and disclose financial information. Key updates include: the requirement to categorize all income and expenses into specific groups and present specific totals and subtotals in the statement of profit and loss, enhanced guidance on how items are aggregated, located, and labeled across the primary financial statements and accompanying notes, and mandatory disclosures regarding management-defined performance measures, a subset of alternative performance metrics. The Company has not yet assessed the potential impact of these amendments on its financial statements.
5. Accounts Payable and Accrued Liabilities
| As at November 30, | As at November | ||
|---|---|---|---|
| 2025 | 30, 2024 | ||
| Trade payables | $ | 264 | $ 736 |
| Accrued liabilities | 12,682 | 22,728 | |
| $ | 12,946 | $ 23,464 |
6. Share Capital
a) Authorized capital
The Company is authorized to issue: Unlimited common shares without par value.
b) Issued capital
Year ended November 30, 2025:
As at November 30, 2025, the Company had 5,629,000 common shares issued and outstanding.
There were no transactions for the year ended November 30, 2025.
5D Acquisition Corp.
Notes to the Financial Statements
For the years ended November 30, 2025 and 2024
(Stated in Canadian dollars)
6. Share Capital (continued)
b) Issued capital (continued)
Year ended November 30, 2024:
There were no transactions for the year ended November 30, 2024.
2,500,000 shares of the Company, issued on December 9, 2020, are held in escrow pursuant to the requirements of the Exchange until such time that the Company completes a QT. 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (as defined in the policies of the Exchange) (the "Initial Release") and an additional 25% will be released on each of the dates which are 6 months, 12 months, and 18 months following the Initial Release.
c) Stock options
Year ended November 30, 2025:
No options were issued during the year ended November 30, 2025.
During the year ended November 30, 2025, 312,900 agent options originally granted in connection with the IPO on April 14, 2023 expired unexercised.
Year ended November 30, 2024:
No options were issued during the year ended November 30, 2024.
Stock option activities are summarized in the table below.
| Number of Stock Options Outstanding | Weighted Average Exercise Price | |
|---|---|---|
| Balance, November 30, 2023 | 875,800 | 0.07 |
| Forfeited | (358,209) | 0.05 |
| Balance, November 30, 2024 | 517,591 | 0.08 |
| Expired | (312,900) | 0.10 |
| Balance, November 30, 2025 | 204,691 | 0.05 |
Outstanding and exercisable stock options as of November 30, 2025 were as follows:
| Exercise price | Number Outstanding | Remaining Contractual Life (years) |
|---|---|---|
| $0.05 | 204,691 | One year from completion of the QT |
| Total | 204,691 |
5D Acquisition Corp.
Notes to the Financial Statements
For the years ended November 30, 2025 and 2024
(Stated in Canadian dollars)
7. Related Party Transactions
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole.
During the year ended November 30, 2025, the Company did not incur any related-party service transactions (2024 – $Nil).
The related-party balance at year-end consisted of $1,502 due to a director and officer (2024 – $Nil).
8. Capital Risk Management
The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity which is comprised of issued share capital and retained earnings. The Company manages its capital structure and makes adjustments to it in light of economic conditions.
The Company’s primary source of capital is through the issuance of common shares. The Company manages and adjusts its capital structure when changes in economic conditions occur. To maintain or adjust the capital structure, the Company may seek additional funding. The Company may require additional capital resources to meet its administrative overhead expenses in the long term. The Company believes it will be able to raise capital as required in the long term but recognizes there will be risks involved that may be beyond its control.
While the Company is a CPC it is subject to externally imposed capital requirements under the policies and regulation of the Exchange applicable to CPC entities. In summary, the Company is required to use its available funds to identify and complete a QT and fund reasonable general and administrative costs, including costs related to the initial public offering of the CPC. There are prohibitions under the policies and regulations of the Exchange to use available funds for payments to non-arm’s length parties in the form of compensation such as salaries, consulting fees and bonuses. There was no change in the Company’s approach to capital management during the year ended November 30, 2025.
9. Income Taxes
A reconciliation of income taxes, for the years ended November 30, 2025 and 2024, at statutory rates is as follows:
| For the year ended November 30, 2025 | For the year ended November 30, 2024 | |
|---|---|---|
| Loss for the year | $ 38,581 | $ 47,160 |
| Statutory income tax rate | 27% | 27% |
| Income tax benefit computed at the statutory tax rate | (10,000) | (13,000) |
| Change due to reconciliation of tax returns | 2,000 | - |
| Unrecognized benefit from income tax losses | 8,000 | 13,000 |
| Income tax recovery | $ - | $ - |
5D Acquisition Corp.
Notes to the Financial Statements
For the years ended November 30, 2025 and 2024
(Stated in Canadian dollars)
9. Income Taxes
Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their corresponding values for tax purposes. Deferred tax assets as at November 30, 2025 and 2024 are as follows:
| November 30, 2025 | November 30, 2024 | |
|---|---|---|
| Deferred income tax assets | ||
| Share issuance costs | $ 8,000 | $ 11,000 |
| Non-capital losses carried forward | 88,000 | 82,000 |
| 96,000 | 93,000 | |
| Unrecognized deferred income tax assets | (96,000) | (93,000) |
| Net deferred income tax assets | $ - | $ - |
As at November 30, 2025, the Company had non-capital loss carry forwards of approximately $325,000 (2024 - $303,000) which can be applied to reduce future Canadian taxable income and will expire between 2041 and 2045.
10. Financial Instruments and Risk Management
Financial Instruments
The Company's financial instruments consist of cash, accounts payable and accrued liabilities and due to related party. Cash is measured at fair value through profit and loss ("FVTPL"). Accounts payable and accrued liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and financial liabilities are included at the amount at which the instrument could be exchanged in a current transaction between knowledgeable willing parties in an arm's length transaction, other than in a forced or liquidation sale.
Fair values of quoted instruments are based on price quotations at the reporting date. The fair value of unquoted instruments and liabilities measured at amortized cost are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk, and maturities.
Fair value hierarchy
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are observable, either directly or indirectly.
During year ended November 30, 2025, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements. The Company's cash was measured under Level 1 of the fair value hierarchy.
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5D Acquisition Corp.
Notes to the Financial Statements
For the years ended November 30, 2025 and 2024
(Stated in Canadian dollars)
10. Financial Instruments and Risk Management (continued)
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Corporation's financial assets consist of cash. The Company's maximum exposure to credit risk, as at period-end, is the carrying value of its financial assets. The company mitigates credit risk by holding financial instruments within financial institutions of high creditworthiness.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they come due. The Company currently settles its financial obligations with cash. The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. As at November 30, 2025, the Company had a cash balance of $84,300 and accounts payable and accrued liabilities of $12,946.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to any significant interest rate risk.
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