UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

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

For the transition period from _______ to _______

Commission file number: 000-56377

~~Venetian-1 Acquisition~~Lomond ~~Corp~~Therapeutics Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		87-2959575
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
55 NE 5th Ave., Suite 401, Boca Raton, Florida		33432
(Address of principal executive offices)		(Zip Code)

(561) 464-2841 (Registrant’s telephone number, including area code)

8 The Green Ste 8490

Dover, Delaware

19901

(Address of principal executive offices)

(Zip Code)

~~Securities Registered~~(212) ~~Pursuant~~739-6400 to(Registrant’s ~~Section~~telephone ~~12(b)~~number, ofincluding ~~the~~area ~~Act:~~code)

~~Title~~Securities ofRegistered ~~Each~~Pursuant ~~Class~~to ~~Trading~~Section ~~Symbol~~12(b) ~~Name~~ of ~~Each~~the ~~Exchange~~Act: ~~on Which Registered~~ None ~~N/A N/A~~

Securities Registered Pursuant to Section 12(g) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value per share		N/A		N/A

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

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

~~Indicate the~~As ~~number~~ of ~~shares~~May ~~outstanding~~13, of2025, ~~each~~the ofregistrant ~~the~~had ~~issuer’s~~a ~~classes~~total of 32,198,214 shares of its common stock, aspar ofvalue ~~the~~$0.0001 ~~latest~~per ~~practicable~~share, ~~date~~issued and outstanding.

Common Stock, par value $0.0001		5,000,000
(Class)		Outstanding at October 28, 2024

LOMOND THERAPEUTICS HOLDINGS, INC.

~~VENETIAN~~FORM 10-1Q FOR THE QUARTERLY PERIOD ENDED MARCH ~~ACQUISITION~~31, ~~CORP.~~2025

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED September 30, 2024

TABLE OF CONTENTS

		Page
Special Note Regarding Forward-Looking Statements and Other Information Contained in this Report		ii
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements.	1
	Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	F-1
	Condensed Consolidated Balance Sheets	1
	Condensed Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023	F-2
	Condensed Consolidated Statements of Operations	2
	Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023	F-3
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)	3
	Condensed Statements of Cash Flows (Unaudited) for the Nine Months ended September 30, 2024 and 2023	F-4
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Financial Statements	F-5
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	218
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	728
Item 4.	Controls and Procedures.	728
PART II - OTHER INFORMATION		830
Item 1.	Legal Proceedings.	830
Item 1A.	Risk Factors.	830
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	830
Item 3.	Defaults Upon Senior Securities.	830
Item 4.	Mine Safety Disclosure.	830
Item 5.	Other Information.	830
Item 6.	Exhibits.	831
Signatures		932

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

AND OTHER INFORMATION CONTAINED IN THIS REPORT

This Quarterly Report, onincluding ~~Form~~the ~~10-Q~~sections entitled ~~(this~~ “~~Form~~Risk ~~10-Q~~Factors,”) ~~contains~~and ~~forward-looking~~“Management’s ~~statements~~Discussion ~~within~~and ~~the~~Analysis ~~meaning~~ of ~~the~~Financial ~~Private~~Condition ~~Securities~~and Results ~~Litigation~~of ~~Reform~~Operations” ~~Act~~includes offorward-looking ~~1995~~statements ~~and~~within the ~~provisions~~meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements ~~give our~~relate ~~current~~to, ~~expectations~~among orothers, ~~forecasts~~our ofplans, ~~future~~objectives ~~events.~~and ~~You~~expectations ~~can~~for ~~identify~~our ~~these~~business, ~~statements~~operations byand ~~the fact that they do not relate strictly~~financial toperformance ~~historical~~and orcondition, ~~current~~and ~~facts. You~~ can ~~find~~be ~~many~~identified ~~(but not all) of these statements~~ by ~~looking~~terminology ~~for words~~ such as “~~approximates~~may,” “should,” “expect,” “~~believes~~intend,” “~~hopes~~plan,” “~~expects~~anticipate,” “~~anticipates~~believe,” “~~estimates~~estimate,” “~~projects~~predict,” “~~intends~~will,” “~~plans~~could,” “~~would~~project,” “~~should~~target,” “~~could~~potential,” “~~may~~continue” ~~or other~~ and similar expressions inthat ~~this~~do ~~Form~~not ~~10-Q.~~relate Insolely ~~particular,~~to ~~these~~historical ~~include~~matters. Forward-looking statements ~~relating~~are tobased ~~future~~on ~~actions,~~management’s ~~future~~belief and ~~performance,~~assumptions ~~anticipated expenses,~~and oron ~~projected~~information ~~financial~~currently ~~results~~available to management. ~~These~~Although we believe that the expectations reflected in forward-looking statements are ~~subject~~reasonable, tosuch ~~certain~~statements ~~risks~~involve known and unknown risks, uncertainties and other factors that ~~could~~ may cause ~~actual~~our actual results, performance or achievements to ~~differ~~be materially different from ~~our~~any ~~historical~~future ~~experience~~results, ~~and~~performance ~~our~~or ~~present~~achievements ~~expectations~~expressed or ~~projections~~implied by forward-looking statements.

~~We may not actually achieve the plans, intentions or expectations disclosed in our forward~~Forward-looking statements, ~~and~~contained ~~you~~in ~~should~~this ~~not place~~Quarterly ~~undue~~Report ~~reliance on our forward-looking statements. Actual results or events could differ materially from the plans~~include, ~~intentions~~but ~~and~~are ~~expectations disclosed in the forward-looking statements we make. Our forward-looking statements do~~ not ~~reflect~~limited ~~the potential impact of any future acquisitions~~to, ~~mergers,~~statements ~~or joint ventures we may make or collaborations or strategic partnerships we may enter into.~~about:

~~You should~~● ~~read~~the ~~this~~ability ~~Form~~of ~~10-Q~~our ~~and~~preclinical ~~the~~studies ~~documents~~and ~~that~~future weclinical ~~have~~trials ~~filed as exhibits~~ to ~~this~~demonstrate ~~Form~~safety ~~10-Q completely~~ and ~~with~~efficacy ~~the~~of ~~understanding~~product candidates that ~~our~~ ~~actual~~we ~~future results~~ may ~~be materially different from what we expect. We do not assume any obligation to update any forward-looking statements~~develop, ~~whether~~license ~~as a result of new information, future events~~ or ~~otherwise,~~acquire ~~except~~and asother ~~required~~positive ~~by law.~~results;

~~Unless otherwise~~● ~~stated~~any oraction ~~the~~we ~~context~~may ~~otherwise~~take ~~requires,~~in the ~~terms~~future ~~“Venetian-1~~with ~~Acquisition~~respect ~~Corp.~~to our related party license agreements with Eil Therapeutics,” ~~“we~~Inc.,” ~~“us~~or Eil,~~” “our”~~ and ~~the~~Bala ~~“Company”~~Therapeutics, ~~refer~~Inc., ~~collectively~~or Bala, including our obligations to ~~Venetian-1~~pay ~~Acquisition~~promissory ~~Corp.~~notes issued in connection with such license agreements;

●

the initiation, timing, progress, results and cost of our research and development programs and our current and future preclinical studies and planned clinical trials for our current product candidate, any licensed product candidate and any other product candidates we may develop, license or acquire, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the studies or trials will become available, and our current or future research and development programs;

●

In the future, we will need substantial additional funding to complete the development and, if approved, any commercialization of product candidates. If we are unable to raise this capital when needed, we may be forced to delay, reduce or eliminate our product development programs or other operations;

●

the timing, scope and likelihood of regulatory filings and approvals, including timing of INDs, and final FDA approval of our current product candidate, our licensed product candidates and any future product candidates we may develop, license or acquire;

●

our ability to develop and advance our current product candidate, our licensed product candidates and development programs into, and successfully complete, clinical trials;

●

our manufacturing, commercialization, and marketing capabilities and strategy;

●

our plans relating to commercializing our product candidate, our licensed product candidates and any other product candidates we may develop, license or acquire, if approved, including the geographic areas of focus and sales strategy;

●

the need to hire additional personnel and our ability to attract and retain such personnel;

~~Item 1.~~● ~~Financial~~the ~~Statements.~~size of the market opportunity for our product candidate, our licensed product candidates and any of product candidates that we develop, license or acquire, including our estimates of the number of patients who suffer from the diseases we are targeting;

~~VENETIAN-1 ACQUISITION~~● ~~CORP.~~our competitive position and the success of competing therapies that are or may become available;

~~September 30~~● the potential beneficial characteristics, ~~2024~~and the potential safety, efficacy and therapeutic effects of our product candidate, our licensed product candidates and any other product candidates we may develop, license or acquire;

~~INDEX TO~~● ~~CONDENSED~~our ~~FINANCIAL~~ability ~~STATEMENTS~~to obtain and maintain regulatory approval of product candidates;

Statement		Page
Index to Condensed Financial Statements		1
Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023		F-1
Condensed Statements of Operations (Unaudited) for the Three and Nine Months ended September 30, 2024 and 2023		F-2
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the Three and Nine Months ended September 30, 2024 and 2023		F-3
Condensed Statements of Cash Flows (Unaudited) for the Nine Months ended September 30, 2024 and 2023		F-4
Notes to Condensed Financial Statements		F-5

●

our plans relating to the further development of product candidates, including additional indications we may pursue;

1● existing regulations and regulatory developments in the United States, Europe and other jurisdictions;

~~VENETIAN~~● our intellectual property position, including the scope of protection we are able to establish and maintain for intellectual property rights covering our current product candidate, our licensed product candidates and any other product candidates we may develop, license or acquire, including the extensions of existing patent terms where available, the validity of intellectual property rights held by third parties, and our ability not to infringe, misappropriate or otherwise violate any third-~~1 ACQUISITION~~party ~~CORP.~~intellectual property rights;

~~CONDENSED BALANCE~~● ~~SHEETS~~our continued reliance on related parties to conduct additional preclinical studies and planned clinical trials of our current product candidate and any product candidate we may develop, license or acquire, and for the manufacture of product candidates for preclinical studies and clinical trials;

	September 30,			December 31,
	2024			2023
	(Unaudited)
ASSETS
Current assets
Cash	$	2,269		$	984
Total current assets		2,269			984
Total assets	$	2,269		$	984
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses		10,700			10,700
Note payable - stockholder		127,500			92,500
Total current liabilities		138,200			103,200
Total liabilities		138,200			103,200
Commitments and contingencies
Stockholders’ deficit
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding		500			500
Accumulated deficit		(136,431	)		(102,716	)
Total stockholders’ deficit		(135,931	)		(102,216	)
Total liabilities and stockholders’ deficit	$	2,269		$	984

●

our ability to obtain, and negotiate favorable terms of, any collaboration, licensing or other arrangements that may be necessary or desirable to develop, manufacture or commercialize product candidates;

~~See accompanying~~● ~~notes~~the topricing ~~condensed~~and ~~financial~~reimbursement ~~statements.~~of our current product candidate, our licensed product candidates and any other product candidates we may develop, license or acquire, if approved;

~~F-1~~● the rate and degree of market acceptance and clinical utility of our product candidate, our licensed product candidates and any other product candidates we may develop, license or acquire;

~~VENETIAN-1 ACQUISITION~~● ~~CORP.~~our estimates regarding expenses, capital requirements and needs for additional financing;

~~CONDENSED STATEMENTS~~● OFour ~~OPERATIONS~~financial performance;

~~(Unaudited)~~● the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements;

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	-		$	-		$	-		$	-
General and administrative expenses		10,953			10,870			33,715			36,825
Loss from operations		(10,953	)		(10,870	)		(33,715	)		(36,825	)
Net loss	$	(10,953	)	$	(10,870	)	$	(33,715	)	$	(36,825	)
Weighted average common stock outstanding, basic and diluted		5,000,000			5,000,000			5,000,000			5,000,000
Net loss per share of common stock, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

●

our expectations regarding the period during which we will remain an emerging growth company under the JOBS Act;

~~See accompanying~~● ~~notes~~the todevelopment ~~condensed~~of ~~financial~~a ~~statements.~~market for our common stock;

~~F-2~~iii

~~VENETIAN-1 ACQUISITION~~● ~~CORP.~~our intended use of proceeds from the Offering (as defined below);

~~CONDENSED STATEMENTS~~● OFdevelopments ~~CHANGES~~relating INto ~~STOCKHOLDERS’~~our ~~DEFICIT~~competitors and our industry; and

~~(Unaudited)~~● other risks and uncertainties, including those listed under the caption “Risk Factors.”

~~For~~ We caution you that the ~~Three~~foregoing ~~and~~list ~~Nine~~may ~~Months~~not contain ~~Ended~~all ~~September~~of ~~30,~~the ~~2023~~forward-looking statements made in this Quarterly Report.

								Total
	Common Stock				Accumulated			Stockholders’
	Shares		Amount		Deficit			Deficit
Balances – December 31, 2022		5,000,000	$	500	$	(54,780	)	$	(54,280	)
Net loss		-		-		(13,126	)		(13,126	)
Balances – March 31, 2023		5,000,000		500		(67,906	)		(67,406	)
Net loss		-		-		(12,829	)		(12,829	)
Balances – June 30, 2023		5,000,000		500		(80,735	)		(80,235	)
Net loss		-		-		(10,870	)		(10,870	)
Balances – September 30, 2023		5,000,000	$	500	$	(91,605	)	$	(91,105	)

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

~~For~~You should not rely upon forward-looking statements ~~the~~as ~~Three~~predictions of future events. The events and ~~Nine~~circumstances ~~Months~~reflected ~~Ended~~in ~~September~~the 30forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, ~~2024~~we cannot guarantee future results, performance or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report or to conform these statements to actual results or to changes in our expectations, except as required by law.

								Total
	Common Stock				Accumulated			Stockholders’
	Shares		Amount		Deficit			Deficit
Balances – December 31, 2023		5,000,000	$	500	$	(102,716	)	$	(102,216	)
Net loss		-		-		(11,291	)		(11,291	)
Balances – March 31, 2024		5,000,000		500		(114,007	)		(113,507	)
Net loss		-		-		(11,471	)		(11,471	)
Balances – June 30, 2024		5,000,000		500		(125,478	)		(124,978	)
Net loss		-		-		(10,953	)		(10,953	)
Balances – September 30, 2024		5,000,000	$	500	$	(136,431	)	$	(135,931	)

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

~~See~~You should read this Quarterly Report and the ~~accompanying~~documents ~~notes~~we have filed with the SEC as exhibits to ~~condensed~~this ~~financial~~Quarterly ~~statements~~Report with the understanding that our actual future results, performance and events and circumstances may be materially different from what we expect.

~~F-3~~iv

~~VENETIAN-1 ACQUISITION~~Item ~~CORP~~1. Condensed Consolidated Financial Statements

~~CONDENSED STATEMENTS~~LOMOND OFTHERAPEUTICS ~~CASH~~HOLDINGS, ~~FLOWS~~INC.

~~(Unaudited)~~Condensed Consolidated Balance Sheets

	Nine Months Ended September 30,
	March 31, 2025			December 31, 2024
	2024			2023
	(unaudited)
Cash flows from operating activities:
Assets
Net loss	$	(33,715	)	$	(36,825	)
Current assets:
Adjustments to reconcile net loss to net cash used in operating activities:
Cash and cash equivalents	$	37,648,797		$	28,417,310
Accounts payable and accrued expenses		-			1,333
Short-term investments		10,067,886			—
Net cash used in operating activities		(33,715	)		(35,492	)
Tax incentive and other receivables		933,250			—
Cash flows from financing activities:
Prepaid expenses		636,015			834,479
Repayments of stockholder advances		-			(120	)
Total current assets		49,285,948			29,251,789
Proceeds from note payable - stockholder		35,000			37,500
Total assets	$	49,285,948		$	29,251,789
Net cash provided by financing activities		35,000			37,380
Liabilities and stockholders’ equity (deficit)
Net change in cash		1,285			1,888
Current liabilities:
Cash - beginning of period		984			107
Accounts payable	$	3,432,161		$	260,613
Cash - end of period	$	2,269		$	1,995
Accrued expenses and other current liabilities		6,261,309			2,293,643
Total current liabilities		9,693,470			2,554,256
Notes payable – related parties		2,993,053			2,942,268
Total liabilities		12,686,523			5,496,524
Commitments and contingencies (Note 4)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, and no shares issued and outstanding at March 31, 2025 and December 31, 2024		—			—
Common stock, $0.0001 par value, 300,000,000 shares authorized; 32,198,214 and 27,198,214 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		4,720			2,720
Related party note receivable		(4,124,274	)		(4,065,096	)
Additional paid-in capital		85,734,267			66,630,765
Accumulated deficit		(45,015,288	)		(38,813,124	)
Total stockholders’ equity		36,599,425			23,755,265
Total liabilities and stockholders’ equity	$	49,285,948		$	29,251,789

See accompanying notes to unaudited condensed consolidated financial statements.

~~F-4~~1

~~VENETIAN-1 ACQUISITION~~LOMOND ~~CORP~~THERAPEUTICS HOLDINGS, INC.

~~NOTES TO~~Condensed ~~CONDENSED~~Consolidated ~~FINANCIAL~~Statements ~~STATEMENTS~~of Operations

~~September 30, 2024~~(Unaudited)

(Unaudited)

	Three Months Ended March 31,
	2025			2024
Operating expenses:
Research and development	$	5,156,988		$	7,813
General and administrative		1,363,464			143,863
Total operating expenses		6,520,452			151,677
Loss from operations		(6,520,452	)		(151,677	)
Interest income		282,579			—
Interest expense – related parties		(50,785	)		—
Other income		86,494			—
Net loss	$	(6,202,164	)	$	(151,677	)
Net loss per share, basic and diluted	$	(0.21	)	$	(0.20	)
Basic and diluted weighted average shares outstanding		29,281,547			758,967

~~Note 1. Nature~~See ofaccompanying ~~Operations~~notes to unaudited condensed consolidated financial statements.

~~Venetian-1 Acquisition Corp. (the “Company”) was incorporated in the State of Delaware on September 24, 2021. The Company’s management has chosen December 31st for its fiscal year end.~~2

~~The Company~~LOMOND ~~was~~THERAPEUTICS ~~organized as a vehicle to investigate and~~HOLDINGS, ~~if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation~~INC. The Company’s principal business objective is to achieve long-term growth potential through a combination with a business, rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry, or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officer and directors of the Company.

~~Note 2. Basis~~Condensed Consolidated Statements of ~~Presentation~~Redeemable Convertible ~~and~~Preferred ~~Summary~~Stock ofand ~~Significant~~Stockholders’ ~~Accounting~~Equity ~~Policies~~(Deficit)

~~Basis of Presentation~~(Unaudited)

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC.”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a compete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim unaudited condensed financial statements and notes thereto should be read in conjunction with the audited condensed financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2023.

	Redeemable Convertible												Related Party			Additional
	Preferred Stock				Preferred Stock				Common Stock				Promissory			Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Note			Capital		deficit			Total
Balance at January 1, 2025		—	$	—		—	$	—		27,198,214	$	2,720	$	(4,065,096	)	$	66,630,765	$	(38,813,124	)	$	23,755,265
Issuance of common stock, net of issuance cost		—		—		—		—		5,000,000		2,000		—			18,492,000		—			18,494,000
Interest receivable on promissory note issued to stockholder		—		—		—		—		—		—		(59,178	)		—		—			(59,178	)
Stock-based compensation		—		—		—		—		—		—		—			611,502		—			611,502
Net loss		—		—		—		—		—		—		—			—		(6,202,164	)		(6,202,164	)
Balance at March 31, 2025		—		—		—		—		32,198,214		4,720		(4,124,274	)		85,734,267		(45,015,288	)		36,599,425

Balance at January 1, 2024		13,661,416	$	5,466,925		—	$	—		758,967	$	76	$	—		$	16,203,254	$	(21,725,671	)	$	(5,522,341	)
Stock-based compensation		—		—		—		—		—		—		—			20,422		—			20,422
Net loss		—		—		—		—		—		—		—			—		(151,677	)		(151,677	)
Balance at March 31, 2024		13,661,416	$	5,466,925		—	$	—		758,967	$	76	$	—		$	16,223,676	$	(21,877,348	)	$	(5,653,596	)

~~Use~~See accompanying notes to unaudited condensed consolidated offinancial ~~Estimates~~statements.

The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.3

~~Income Taxes~~LOMOND THERAPEUTICS HOLDINGS, INC.

~~The Company~~Condensed ~~accounts~~Consolidated ~~for~~Statements income taxes under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of ~~existing~~Cash assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.Flows

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.(Unaudited)

F-5

	Three Months Ended March 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(6,202,164	)	$	(151,677	)
Adjustment to reconcile net loss to net cash used in operating activities:
Stock-based compensation		611,502			20,422
Non-cash interest earned on short-term investments		(4,324	)		—
Non-cash interest expense – related parties		50,785			—
Non-cash interest earned on promissory notes – related party		(59,178	)		—
Changes in operating assets and liabilities:
Tax incentive receivable		(933,250	)		—
Prepaid expenses		198,464			—
Accounts payable		2,165,548			—
Accrued expenses and other current liabilities		3,467,666			—
Net cash used in operating activities		(704,951	)		(131,255	)

Cash flows from investing activities:
Purchase of short-term investments		(10,063,562	)		—
Net cash used in investing activities		(10,063,562	)		—

Cash flows from financing activities:
Proceeds from issuance of common stock		20,000,000			—
Net cash provided by financing activities		20,000,000			—

Net increase (decrease) in cash and cash equivalents		9,231,487			(131,255	)
Cash and cash equivalents at beginning of year		28,417,310			800,728
Cash and cash equivalents at end of period	$	37,648,797		$	669,473

Supplemental disclosure of cash flow information:
Stock issuance costs included in accounts payable and accrued expenses	$	1,506,000		$	—
Interest receivable on promissory note issued to stockholder	$	59,178		$	—

~~Net Loss~~See ~~per~~accompanying ~~Common~~notes ~~Share~~to unaudited condensed consolidated financial statements.

Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share takes into effect any dilutive instruments, except when doing so would be anti-dilutive. As of September 30, 2024 and 2023, there were no dilutive instruments.4

~~Emerging Growth~~LOMOND ~~Company~~THERAPEUTICS HOLDINGS, INC.

~~The Company~~Notes ~~is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, the Company is eligible~~ to ~~take~~Condensed ~~advantage~~Consolidated ofFinancial certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the securities less attractive as a result, there may be a less active trading market for securities and the prices of securities may be more volatile.Statements

~~In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7~~(aUnaudited)(2)(B) of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period.

~~Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(~~1~~) of Regulation S-K~~. ~~Smaller~~Description ~~reporting companies may take advantage~~ of ~~certain~~Business reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and ~~(2)~~Basis ~~the annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value~~ of ~~the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.~~Presentation

~~Recently Issued Accounting Pronouncements~~Overview

~~Management~~Lomond Therapeutics Holdings, Inc., ~~does~~a ~~not~~Delaware ~~believe~~corporation ~~that~~(collectively ~~any~~with ~~recently~~its ~~issued~~subsidiaries, ~~but~~“the ~~not~~Company”), ~~yet~~is ~~effective~~a ~~accounting~~biopharmaceutical ~~pronouncements~~company focused on developing a next-generation inhibitor of FMS-like tyrosine kinase 3, ifor ~~adopted~~FLT3, ~~would~~and ~~have~~interleukin-1 receptor-associated kinase 4, or IRAK4, for the treatment of acute myeloid leukemia, or AML. The Company was incorporated as Venetian-1 Acquisition Corp. in the State of Delaware in September 2021 and was originally organized as a ~~material~~vehicle ~~effect~~to investigate and acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. On November 1, 2024, the Company, Lomond Acquisition Corp, a corporation formed in the State of Delaware on October 23, 2024 (“Acquisition Sub”) and Lomond Therapeutics, Inc., a privately held Delaware corporation (“Legacy Lomond”), entered into the ~~accompanying~~Merger ~~financial~~Agreement. ~~statements~~Legacy Lomond was incorporated on January 22, 2020, pursuant to the laws of the State of Delaware. On July 1, 2022, shareholders of Legacy Lomond contributed and transferred all outstanding common stock, stock options, and redeemable convertible preferred stock of Legacy Lomond to Eilean Therapeutics, LLC (“Eilean”, or the “Former Parent”) in exchange for common unit ownership in Eilean (the “Eilean Transaction”). After the Eilean Transaction, Eilean became the sole shareholder of Legacy Lomond.

~~Note~~Basis ~~3. Capital~~of ~~Stock~~Presentation and Principles of Consolidation

~~Preferred~~The accompanying condensed consolidated ~~Stock~~financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and pursuant to the rules of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnotes required by GAAP for complete financial statements have been omitted. In the opinion of management, the accompanying condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s balance sheet as of March 31, 2025, and its statements of operations, redeemable convertible preferred stock and stockholders’ equity (deficit), and its cash flows for the three months ended March 31, 2025 and 2024. Operating results for the three months ended March 31, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The condensed consolidated financial statements presented herein do not contain all of the required disclosures under GAAP for annual financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2024 found in the Annual Report on Form 10-K.

~~As of~~The ~~September~~condensed ~~30,~~consolidated ~~2024~~financial statements ~~and~~include ~~December~~the ~~31,~~accounts ~~2023,~~of the Company ~~has~~and 10its wholly-owned subsidiaries,~~000,000~~ ~~shares~~Lomond ofTherapeutics ~~preferred~~Operating ~~stock~~Corporation, ~~par~~and ~~value~~Lomond Therapeutics ofAU $0Pty Ltd (“Lomond AU”).~~0001,~~ ~~authorized~~All intercompany accounts and ~~none~~ ~~issued~~transactions orhave ~~outstanding~~been eliminated in consolidation.

~~Common Stock~~Forward stock split

~~As of~~On September 3020, 2024, ~~and~~Legacy ~~December~~Lomond filed 31a Certificate of Amendment to its Certificate of Incorporation, ~~2023~~as amended, with the ~~Company~~Secretary ~~has~~of 50State of the State of Delaware,~~000,000~~ which effected a 3.794838-for-1 forward stock split (the “stock split”) of its issued and outstanding shares of common stock and series seed redeemable convertible preferred stock. As a result of the stock split, ~~par~~(i) ~~value~~every share of $0common stock issued and outstanding was converted into 3.~~0001~~794838 share of common stock, ~~authorized~~and (ii) every share of redeemable convertible preferred stock issued and outstanding 5was converted into 3.794838 shares of redeemable convertible preferred stock. The stock split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Legacy Lomond’s equity. No fractional shares were issued in connection with the stock split. Stockholders who would otherwise be entitled to a fractional share of common stock were instead entitled to receive a proportional cash payment. The Restated Certificate of Incorporation authorizes Legacy Lomond to issue 32,661,416 shares of capital stock on a post-stock split adjusted basis, inclusive of 19,000,000 shares ~~issued~~of common stock, and ~~outstanding~~13,661,416 shares of redeemable convertible preferred stock. All common share and per share amounts presented in the condensed consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the stock split.

~~Note 4. Income Taxes~~5

~~As of~~Use ~~September 30, 2024, and December 31, 2023, the Company has $28,700 and $21,600, respectively, in gross deferred tax assets resulting from net operating loss carry-forwards~~ of $136,400 and $102,700, respectively, available to offset future taxable income through 2041 subject to the change in ownership provisions under IRC 382. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related tax benefits is uncertain.Estimates

FThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined to be necessary. The most significant estimates and assumptions that management considers in the preparation of the Company’s condensed consolidated financial statements relate to the accrual of research and development expenses and inputs used in the Black Scholes model for stock-6based compensation assumptions.

The ~~difference~~ ~~between the tax provision at the statutory federal income tax rate on September 30, 2024 and December 31, 2023, and the tax provisions attributable to loss before income taxes is as follows:~~Merger

	September 30, 2024			December 31, 2023
Statutory federal income taxes		21.0	%		21.0	%
Valuation allowance		(21.0	)%		(21.0	)%
Effective income tax rate, net		-	%		-	%

On November 1, 2024, the Company (formerly publicly-held Venetian-1 Acquisition Corp.) consummated a merger with Legacy Lomond pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among the Company, Legacy Lomond, and Acquisition Sub. The Merger Agreement provided for the merger of Acquisition Sub with and into Legacy Lomond, with Legacy Lomond continuing as a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). Pursuant to the terms of the Merger Agreement, the board of directors of the Company and both of the Company’s pre-Merger stockholders approved an amended and restated certificate of incorporation, which was effective upon its filing with the Secretary of State of the State of Delaware on November 1, 2024, and through which, among other things, the Company changed its name to “Lomond Therapeutics Holdings, Inc.” On November 1, 2024, the board of directors also adopted amended and restated bylaws. Following the consummation of the Merger, Legacy Lomond changed its name to “Lomond Therapeutics Operating Corporation”

~~Note~~Pursuant to the terms of the Merger 5Agreement, at the time the certificate of merger reflecting the Merger was filed with the Secretary of State of Delaware (the “Effective Time”), each share of Legacy Lomond’s capital stock (comprising of Legacy Lomond common stock and Legacy Lomond preferred stock) issued and outstanding immediately prior to the closing of the Merger was cancelled and converted into the right to receive one share of the Company’s common stock (the “Exchange Ratio”), with the maximum number of shares of common stock issuable to the former holders of Legacy Lomond’s capital stock equal to 14,420,383 (which is equal to 758,967 shares of Legacy Lomond common stock and 13,661,416 shares of Legacy Lomond preferred stock issued and outstanding immediately prior to the closing of the Merger). ~~Commitments~~In addition, pursuant to the Merger Agreement, immediately prior to the Effective Time, an aggregate of 3,625,000 shares of the 5,000,000 then-outstanding shares of our common stock owned by the Company’s stockholders prior to the Merger were forfeited and ~~Related~~cancelled (the ~~Party~~“Stock ~~Transactions~~Forfeiture”).

~~Office~~In addition, pursuant to the Merger ~~Space~~Agreement, at the Effective Time, options to purchase an aggregate of 4,329,617 shares of Legacy Lomond common stock at an exercise price of $1.30 per share issued and outstanding immediately prior to the closing of the Merger under Legacy Lomond’s 2024 Stock Plan (the “Legacy Lomond Plan”) were assumed and converted into options to purchase 4,329,617 shares of our common stock at an exercise price of $1.30 per share.

~~The Company utilizes the office space and equipment of its management at no cost.~~ 6

~~Note~~The issuance of shares of the Company’s ~~Payable~~common -stock ~~Stockholder~~to Legacy Lomond’s stockholders and the assumption of Legacy Lomond’s options outstanding immediately prior to the Effective Time pursuant to the Merger Agreement are collectively referred to as the “Share Conversion.”

OnThe Merger was accounted for as a reverse ~~September~~recapitalization ~~24,~~under ~~2021,~~GAAP ~~the~~because ~~Company~~Venetian ~~issued~~was a ~~promissory~~public ~~note~~shell (with primary assets consisting solely of cash, which did not meet the definition of a business under Accounting Standards Codification (“~~Note~~ASC”) to805-10, aBusiness ~~stockholder~~Combinations. ofFor ~~the~~financial reporting ~~Company~~purposes, ~~pursuant~~Legacy Lomond was determined to ~~which~~be the ~~Company~~ ~~agreed~~accounting toacquirer ~~repay~~based upon the ~~sum~~terms of ~~any~~the Merger and ~~all~~other ~~amounts~~factors, including: ~~advanced~~(i) toLegacy Lomond stockholders own approximately 91.3% of the Combined Company, on(ii) orLomond ~~before~~holds the ~~date~~majority ~~that~~of board seats of the Combined Company ~~consummates~~and ~~a business~~(iii) ~~combination~~Lomond ~~with~~management aholds ~~private~~all ~~company~~key orpositions ~~reverse~~of ~~takeover~~management. ~~transaction~~Accordingly, orthe ~~other~~Merger ~~transaction~~was ~~after~~treated ~~which~~as the equivalent ~~Company~~of ~~would~~Legacy ~~cease~~ Lomond issuing stock to beacquire athe ~~shell~~net ~~company~~assets of Venetian. ~~Interest~~Consequently, ~~shall~~the ~~not~~assets, ~~accrue~~liabilities onand operations that are reflected in Lomond Therapeutics Holdings, Inc.’s historical financial statements prior to the ~~outstanding~~Merger ~~principal~~will ~~amount~~be those of Legacy Lomond, and the ~~note~~consolidated ~~except~~financial ifstatements anafter ~~Event~~completion of ~~Default~~the ~~(as~~Merger ~~defined in~~will include the ~~note)~~assets, ~~has~~liabilities ~~occurred.~~and Inresults ~~the~~of operations ~~event~~ of anLegacy ~~Event~~Lomond ofup ~~Default,~~to the ~~entire~~day ~~note~~prior ~~shall~~to ~~automatically~~the ~~become~~closing ~~due~~of ~~and~~the ~~payable~~Merger (and the ~~“Default Date”)~~assets, liabilities and ~~starting~~results ~~from~~of ~~five~~operations ~~(5)~~of the ~~days~~combined company from and after the ~~Default~~closing ~~Date,~~date of the ~~interest~~Merger. ~~rate~~The onassets and liabilities of Venetian-1 Acquisition Corp. included in the ~~note~~accompanying ~~shall~~condensed ~~accrue~~consolidated financial statements were recorded at the ~~rate~~historical cost basis of Venetian-1 ~~eighteen~~Acquisition ~~percent~~Corp. ~~(18%)~~Immediately ~~per~~after ~~annum.~~the AsMerger, ofthere ~~September~~were 3027,198,214 ~~2024~~shares ~~and~~of ~~December~~common ~~31,~~stock ~~2023,~~issued ~~the~~and ~~amount~~outstanding. ~~due~~The ~~under~~assets ~~the~~of ~~note~~Venetian ~~payable~~acquired and ~~was~~liabilities ~~$127,500~~assumed ~~and~~were ~~$92,500, respectively~~nominal.

~~Note 6. Going~~Liquidity ~~Concern~~and Other Risks

Since inception, the Company has been primarily performing research and development activities, establishing and maintaining its intellectual property, and raising capital to support and expand its operations. The Company has funded its operations primarily through the sale of its redeemable convertible preferred ~~accompanying~~stock ~~financial~~and ~~statements~~contributions from its stockholders. The Company does not yet have a product that has been ~~prepared~~approved ~~assuming~~by the ~~Company~~FDA, ~~will~~has ~~continue~~not asgenerated any aproduct ~~going~~sales ~~concern~~revenues and has not yet achieved profitable operations, ~~which~~nor ~~contemplates~~has it ever generated positive cash flows from operations. There is no assurance that profitable operations, if achieved, could be sustained on a continuing basis. Further, the ~~recoverability~~Company’s offuture ~~assets~~operations ~~and~~are dependent on the ~~satisfaction~~success of ~~liabilities~~the inCompany’s efforts to raise additional capital, its research and commercialization efforts, regulatory approval, and, ultimately, the ~~normal~~market ~~course~~acceptance of ~~business~~the Company’s products.

~~The Company~~In ~~has~~accordance ~~accumulated~~with ~~deficit~~ASC ~~and~~205-40, ~~total~~Going Concern, ~~stockholders’~~the ~~deficit~~Company ofhas ~~$136,431~~evaluated ~~and~~whether ~~$135,931,~~there ~~respectively~~are asconditions ofand ~~September 30~~events, ~~2024. Management~~considered ~~believes~~in ~~these~~the ~~conditions~~aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern ~~for~~within ~~the twelve~~one ~~months~~year ~~following~~after the date ~~these~~that ~~financial~~the condensed consolidated financial statements are issued. ~~Management intends to finance operations over the next twelve months through additional borrowings from the existing Note.~~

~~The~~As of March 31, 2025, the Company had ~~accompanying~~cash ~~financial~~and ~~statements~~cash doequivalents ~~not~~of ~~include~~$37.6 ~~any~~million ~~adjustments~~and ~~that~~short-term ~~might~~investments beof ~~required~~$10.1 ~~should~~million. Additionally, the Company behad ~~unable~~an accumulated deficit of $45.0 million at March 31, 2025, and during the three months ended March 31, 2025, the Company incurred a net loss of $6.2 million. The Company expects to continue to generate operating losses for the foreseeable future. The Company believes that its cash and cash equivalents of $37.6 million together with its short-term investments of $10.1 million as aof March 31, 2025 will be sufficient ~~going~~to ~~concern~~fund its operating expenses for at least the next 12 months from issuance of these condensed consolidated financial statements.

~~Note~~In addition, to finance its future operations, 7the Company will likely seek additional funding through public financings or government programs and will seek funding or development program cost-sharing through collaboration agreements or licenses with larger pharmaceutical or biotechnology companies. ~~Proposed~~ ~~Merger~~If ~~Agreement~~the Company does not obtain additional funding or development program cost-sharing, or exceeds its current spending forecasts, the Company has the ability and would be forced to delay, reduce or eliminate certain clinical trials or research and development programs, reduce or eliminate discretionary operating expenses, and delay company and pipeline expansion, any of which could adversely affect its business prospects. The inability to obtain funding, as and when needed, could have a material adverse effect on the Company’s financial condition and ability to pursue its business strategies.

On October 2, 2024, the Company filed with the SEC a Schedule 14F-1 Information Statement relating to an anticipated change in the composition of its board of directors that is expected to occur in connection with a proposed merger to be completed by and among the Company, a recently formed wholly-owned subsidiary of the Company (“Merger Sub”), and Lomond Therapeutics, a privately held Delaware corporation (“Lomond”), pursuant to which Merger Sub would merge with and into Lomond, with Lomond continuing as the surviving entity (the “Merger”) and as the Company’s wholly-owned subsidiary, after which the Company would continue the business of Lomond. The Merger would occur pursuant to an Agreement and Plan of Merger and Reorganization expected to be entered into by and among the Company, Lomond and Merger Sub (the “Merger Agreement)”).7

Lomond is a biopharmaceutical company focused on the discovery and development of multiple product candidates to address hematological malignancies, including a pan-FLT3/IRAK4 inhibitor for the treatment of acute myeloid leukemia (“AML”), a BCL-2. ~~inhibitor~~Summary ~~for the treatment~~ of ~~AML~~Significant ~~and~~Accounting ~~chronic lymphocytic leukemia, and an early-stage menin inhibitor for the treatment of AML. Lomond is headquartered in Dover, DE.~~Policies

~~Pursuant to~~Cash ~~the~~and ~~terms~~cash of the proposed Merger Agreement, it is expected that all outstanding equity interest of Lomond will be converted into shares of our Common Stock, such that the holders of Lomond equity before the proposed Merger will own a majority of the outstanding shares of our Common Stock after the Merger (before giving effect to a potential private placement offering of Common Stock by the Company that we expect will be consummated simultaneously with or immediately after the proposed Merger), resulting in a change of control of the Company. Completion of a private placement financing is expected to be a condition to completion of the Merger.equivalents

~~Certain~~The Company considers all ~~other~~highly-liquid ~~information~~investments ~~regarding~~that ~~the~~have ~~proposed~~maturities ~~Merger~~of ~~and~~three ~~proposed~~months ~~changes~~or less when acquired to ~~the~~be ~~management~~cash equivalents. As of March 31, 2025 and ~~share~~December ~~ownership~~31, 2024, cash and cash equivalents consisted of certificates of deposit with maturities of three months or less at purchase. During the three months ended March 31, 2025, the Company isearned ~~set~~$0.2 ~~forth~~million of interest income from certificates of deposit classified as cash equivalents. The interest income is included in interest income in the ~~Schedule~~condensed ~~14F-1~~consolidated statements of operations. There was no interest earned on certificates of deposit during the three month ended March 31, 2024.

The foregoing description of the proposed Merger Agreement and potential Common Stock private placement and related matters does not purport to be complete and is qualified in its entirety by the terms of the actual Merger Agreement and of terms and documentation for a private placement, none of which has yet been completed and executed. The proposed Merger is expected to be subject to satisfaction of a number of other conditions precedent, and there can be no assurance that the Merger Agreement will be signed or that the Merger or Common Stock private placement will be consummated or other such conditions satisfied. If and when the Merger Agreement is signed, it will be further described in and filed by the Company with the SEC as an exhibit to a Current Report on Form 8Short-K.term If and when a Common Stock private placement is consummated, it will be further descried in, and material agreements relating thereto will be filed by the Company with the SEC as exhibits to a Current Report on Form 8-K.investments

FThe Company classifies certificates of deposit with original maturities greater than three months but less than one year as short-7term investments. These investments are recorded at cost, which approximates fair value due to their short-term nature and fixed interest rates. Certificates of deposit are classified as short-term investments on the balance sheet based on their maturity dates and the Company's intention to hold them until maturity. During the three months ended March 31, 2025, interest earned on short-term investments was de minimis.

~~Item 2.~~Concentration ~~Management’s Discussion and Analysis~~ of ~~Financial~~credit ~~Condition and Results of Operations.~~risk

~~Overview~~Financial instruments that potentially subject the Company to significant concentrations of ~~our~~credit ~~Business~~risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits, and a portion of its cash and cash equivalent and short-term investment balances are in the form of certificate of deposit accounts with financial institutions that management believes are creditworthy. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash and cash equivalents.

~~Venetian-1 Acquisition~~Fair ~~Corp.~~Value was incorporated in the State of Delaware on September 24, 2021. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has focused its efforts to identify a possible business combination. No revenue has been generated by the Company since inception. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. The Company’s plan of operation for the remainder of the fiscal year shall be to continue its efforts to locate suitable acquisition candidates. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.Measurements

The Company isutilizes ~~currently~~valuation ~~considered to be a “blank check” company. The SEC defines those companies as “any development~~techniques ~~stage company~~ that ismaximize ~~issuing a penny stock, within~~ the ~~meaning~~use of ~~Section~~observable ~~3(a)(51)~~inputs ~~of the Exchange Act,~~ and ~~that~~minimize ~~has~~the nouse ~~specific~~of ~~business plan~~unobservable orinputs ~~purpose, or has indicated that its business plan is~~ to ~~merge~~the ~~with~~extent ~~an unidentified company or companies~~possible.” ~~Many~~The ~~states~~Company ~~have~~determines ~~enacted~~fair ~~statutes,~~value ~~rules~~based ~~and~~on ~~regulations~~assumptions ~~limiting~~that ~~the~~market ~~sale~~participants ofwould ~~securities~~use ~~of “blank check” companies~~ in ~~their~~pricing ~~respective~~an ~~jurisdictions. The~~asset ~~Company~~or isliability ~~also a “shell company,” defined~~ in ~~Rule 12b-2 under~~ the ~~Exchange~~principal ~~Act as a company with no~~ or ~~nominal~~most ~~assets~~advantageous ~~(other than cash) and no or nominal operations~~market. ~~Management~~When ~~does~~considering ~~not intend to undertake any efforts to cause a~~ market toparticipant ~~develop~~assumptions in ~~our securities,~~fair ~~either~~value ~~debt or equity~~measurements, ~~until~~the wefollowing ~~have~~fair ~~successfully~~value ~~concluded~~hierarchy adistinguishes ~~business~~between observable ~~combination.~~and ~~The~~unobservable ~~Company~~inputs, ~~intends~~which toare ~~comply~~categorized ~~with~~in ~~the periodic~~one ~~reporting requirements~~ of the ~~Exchange~~following ~~Act for so long as we are subject to those requirements.~~levels:

~~In addition,~~● ~~the~~Level ~~Company~~1 isInputs: anUnadjusted ~~“emerging~~quoted ~~growth~~prices ~~company,” as defined~~ in ~~the~~active ~~JOBS~~markets ~~Act,~~for ~~and~~identical ~~may~~assets ~~take~~or ~~advantage~~liabilities ofaccessible ~~certain exemptions from various reporting requirements that are applicable~~ to ~~other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with~~ the ~~auditor~~reporting ~~attestation~~entity ~~requirements~~at ~~of section 404(b) of~~ the ~~Sarbanes-Oxley Act,~~measurement and exemptions from the requirements of Sections 14A(a) and (b) of the Exchange Act to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approveddate.

~~The Company~~● ~~has~~Level ~~also~~2 ~~elected~~Inputs: toOther ~~use~~than ~~the~~quoted ~~extended~~prices ~~transition~~included ~~period~~in ~~for~~Level ~~complying with new or revised accounting standards under Section 102(b)(~~1~~) of~~ ~~the~~inputs ~~JOBS~~that ~~Act.~~are ~~This~~observable ~~election~~for ~~allows us to delay~~ the ~~adoption~~asset ~~of new~~ or ~~revised~~liability, ~~accounting~~either ~~standards~~directly ~~that~~or ~~have~~indirectly, ~~different effective dates~~ for ~~public~~substantially ~~and~~the ~~private~~full ~~companies~~term ~~until those standards apply to private companies. As a result~~ of ~~this~~the ~~election,~~asset ~~our~~or ~~financial statements may not be comparable to companies that comply with public company effective dates~~liability.

~~We will~~● ~~remain~~Level an “emerging growth company” until the earliest of (1) the last day of the fiscal year during which our revenues exceed $1.235 billion, (2) the date on which we issue more than $1 billion in non-convertible debt in a three year period, (3) ~~the~~Inputs: ~~last day~~Unobservable ofinputs ~~the~~for ~~fiscal year following~~ the ~~fifth~~asset ~~anniversary~~or ofliability ~~the~~used ~~date of the first sale of our common equity securities pursuant~~ to anmeasure ~~effective registration~~fair ~~statement~~value ~~filed pursuant~~ to the Securities Act, or (4) when the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. To the extent that weobservable ~~continue to~~inputs ~~qualify~~are asnot ~~a “smaller reporting company~~available,” asthereby ~~such~~allowing ~~term~~for issituations ~~defined~~ in ~~Rule~~which ~~12b-2~~there ~~under~~is ~~the Exchange Act~~little, ~~after~~if ~~we cease to qualify as an emerging growth company~~any, ~~certain~~market ofactivity ~~the~~for ~~exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with~~ the ~~auditor~~asset ~~attestation~~or ~~requirements of~~liability ~~Section~~at ~~404(b) of~~ the ~~Sarbanes~~measurement ~~Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years~~date.

~~The Company~~There ~~has~~were ~~not~~no ~~conducted~~transfers ~~any~~between ~~active~~Levels 1, ~~operations~~2, ~~since~~or ~~inception~~3, ~~except~~of ~~for~~such ~~its~~instruments ~~efforts~~during tothe ~~locate~~three ~~suitable~~months ~~acquisition~~ended ~~candidates.~~March ~~No revenue~~31, ~~has been generated by the Company since inception~~2025. ItThe iscarrying ~~unlikely~~amounts ~~the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company,~~ of ~~which~~the ~~there can be no assurance. The~~ Company’s ~~plan~~cash ofand ~~operation for the~~cash ~~remainder~~equivalents, ofshort-term ~~the~~investments ~~fiscal~~(certificates ~~year~~of ~~shall~~deposit), beprepaid toexpenses, ~~continue~~accounts ~~its~~payable, ~~efforts~~and toaccrued ~~locate~~expenses ~~suitable~~and ~~acquisition~~other ~~candidates. Our principal business objective~~current ~~for~~liabilities ~~the~~approximate ~~next~~their 12fair ~~months~~values ~~and~~due ~~beyond such time will be~~ to ~~achieve~~their ~~long-term growth potential through a combination with a business rather than immediate,~~ short-term ~~earnings~~nature. ~~The~~See ~~Company~~Note ~~will~~6 ~~not~~for ~~restrict~~further ~~our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business~~information.

~~The Company~~Research ~~does not currently engage in any business activities that provide cash flow. The costs of investigating~~ and ~~analyzing~~development ~~business combinations for the next 12 months and beyond such time will be paid with funds to be loaned to or invested in us by our stockholders, management or other investors.~~costs

~~During~~Research and development costs consist primarily of cost of related party subcontractors and materials used for research and development activities, including preclinical studies, clinical trials, materials and supplies, and professional services. The costs of services performed by others in connection with the ~~next~~research and ~~twelve~~development ~~months~~activities weof ~~anticipate~~the ~~incurring~~Company, including research and development conducted by others on behalf of the Company, is included in research and development costs ~~related~~and expensed as the contracted work is performed. The Company accrues for costs incurred as the services are being provided by monitoring the status of the project and the invoices received from its external service providers. Where contingent milestone payments are due to: third parties under research and development arrangements, the milestone payment obligations are expensed when the milestone results are probable to be achieved.

~~(i)~~Tax ~~filing~~incentive ~~Exchange Act reports, and~~receivable

The Company is eligible to receive a cash refund from the Australian Taxation Office for eligible research and development (ii“R&D”) ~~investigating~~expenditures under the Australian Research and Development Tax Incentive Program (the “Australian Tax Incentive”). The Australian Tax Incentive is recognized as a reduction to R&D expense when the relevant expenditure has been incurred, ~~analyzing~~the amount can be reliably measured and ~~consummating~~that anthe ~~acquisition~~Australian Tax Incentive will be received. The Company’s Australian subsidiary began operations in the first quarter of 2025, and the Company has recognized reductions to R&D expenses of $0.7 million for the three months ended March 31, 2025.

~~We believe~~Income we will be able to meet these costs through use of funds to be loaned by or invested in us by our stockholders, management or other investors. There are no assurances that such funds will be advanced or that the Company will be able to secure any additional funding as needed. As of September 30, 2024, the Company had $2,269 in cash. On September 24, 2021, in connection with advances made in connection with costs incurred by the Company, the Company issued a promissory note to Mark Tompkins, a stockholder and director of the Company, pursuant to which the Company agreed to repay Mr. Tompkins the sum of any and all amounts that Mr. Tompkins may advance to the Company on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act). The Company has used the proceeds from the note to cover its expenses. Although Mr. Tompkins has no obligation to advance funds to the Company under the terms of the note, it is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future. As a result, the Company issued the note in anticipation of such advances. Interest shall not accrue on the outstanding principal amount of the note except if an Event of Default (as defined in the note) has occurred. In the event of an Event of Default, the entire note shall automatically become due and payable (the “Default Date”) and starting from five (5) days after the Default Date, the interest rate on the note shall accrue at the rate of eighteen percent (18%) per annum. As of September 30, 2024, the total amount due under the note was $127,500. The note is filed herewith as Exhibit 10.1. Except as disclosed herein, we currently have no other agreements or specific arrangements in place with our stockholders, management or other investors.taxes

~~Our ability~~The toCompany ~~continue~~accounts asfor aincome ~~going~~taxes under ~~concern~~the isasset ~~dependent~~and ~~upon~~liability ~~our~~method. ~~ability~~Under tothis ~~generate~~method, ~~future~~deferred ~~profitable~~tax ~~operations~~assets and~~/or~~ toliabilities ~~obtain~~are ~~the~~determined ~~necessary financing~~based toon ~~meet~~differences ~~our~~between financial ~~obligations~~reporting and ~~repay~~tax ~~our~~bases of assets and liabilities ~~arising~~and ~~from~~are ~~normal~~measured ~~business~~using ~~operations~~enacted ~~when~~tax ~~they~~rates ~~come~~and ~~due.~~laws ~~Our~~that ~~ability~~are expected to be ~~continue~~in aseffect awhen ~~going~~the ~~concern~~differences isare ~~also~~expected to be recovered or settled. Realization of deferred tax assets is dependent onupon ~~our~~future ~~ability~~taxable income. toA ~~find~~valuation aallowance ~~suitable~~is ~~target~~recognized ~~company~~if ~~and~~it ~~enter~~is ~~into~~more likely than not that some portion or all of a ~~possible~~deferred ~~reverse~~tax ~~merger~~asset will not be ~~with~~realized ~~such~~based ~~company.~~on ~~Management’s~~the ~~plan~~weight ~~includes~~of ~~obtaining~~available ~~additional~~evidence, ~~funds~~including byexpected ~~equity~~future ~~financing~~earnings. ~~through~~As aof ~~reverse~~March ~~merger~~31, ~~transaction~~ 2025 and~~/or~~ ~~related~~December ~~party~~31, ~~advances~~2024, ~~however~~management believes ~~there~~it is more likely than not that no ~~assurance~~benefits ofwill ~~additional~~be ~~funding~~derived ~~being~~from ~~available~~the Company’s deferred tax assets.

~~As of~~The ~~September 30, 2024, the~~ Company ~~had~~recognizes ~~$2,269~~an ~~of cash and has not earned any revenues from operations to date. In the next 12 months,~~uncertain wetax ~~expect~~position ~~to incur expenses equal to approximately $40,000 related to legal, accounting, audit, and other professional service fees incurred~~ in ~~relation~~its financial tostatements ~~the~~when ~~Company’s~~it ~~Exchange~~concludes ~~Act~~that ~~filing requirements. The costs related to the acquisition of~~ a ~~business~~tax ~~combination~~position ~~target company~~is ~~vary~~more ~~widely~~likely ~~and~~than ~~are dependent on a variety of factors including, but~~ not ~~limited~~ to, ~~the~~be ~~amount~~sustained ~~of time it takes to complete~~upon aexamination ~~business~~based ~~combination,~~solely ~~the~~on ~~location~~its oftechnical ~~the~~merits. ~~target~~Only ~~company,~~after ~~the~~a ~~size~~tax ~~and~~position ~~complexity~~passes of the ~~business~~first ofstep ~~the target company, whether stockholders~~ of ~~the~~recognition ~~Company prior to the transaction~~ will ~~retain~~measurement ~~equity~~be ~~in the Company, the scope of the due diligence investigation~~ required~~, the~~. ~~involvement~~Under of the ~~Company’s~~measurement ~~auditors in the transaction~~step, ~~possible changes in~~ the ~~Company’s~~tax ~~capital~~benefit ~~structure~~is inmeasured ~~connection with~~as the ~~transaction,~~largest ~~and~~amount ~~whether~~of ~~funds~~benefit ~~may~~that beis ~~raised~~more ~~contemporaneously~~likely ~~with~~than ~~the~~not ~~transaction.~~to ~~Therefore,~~be werealized ~~believe such costs are unascertainable~~upon ~~until~~effective ~~the Company identifies a business combination target~~settlement. ~~These~~This ~~conditions~~is ~~raise~~determined ~~substantial~~on ~~doubt about our ability to continue as~~ a ~~going~~cumulative ~~concern~~probability basis. The ~~Company~~full isimpact ~~currently~~of ~~devoting~~any ~~its~~change ~~efforts~~in torecognition ~~locating~~or ~~merger candidates. The Company’s ability to continue~~measurement asis areflected ~~going~~in ~~concern~~the isperiod ~~dependent~~in ~~upon~~which ~~our~~such ~~ability~~change tooccurs. ~~develop~~As ~~additional sources~~ of ~~capital~~March 31, ~~locate~~2025 and ~~complete~~December a31, ~~merger~~2024, ~~with~~the ~~another company,~~Company ~~and~~has ~~ultimately,~~not ~~achieve~~recorded ~~profitable~~any ~~operations~~uncertain tax positions.

3The tax years from 2021 and forward are subject to examination by federal tax and state tax authorities. In addition, tax years with net operating loss carryforwards are subject to examination, three years following the year they are utilized. The Company has not been informed by any tax authorities for any jurisdiction that any of its tax years is under examination.

~~The Company~~Redeemable ~~may~~convertible ~~consider~~preferred acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. Our management believes that the public company status that results from a combination with the Company will provide such company greater access to the capital markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock to make acquisitions. There is no assurance that we will in fact have access to additional capital or financing as a public company. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

~~Any~~The Company recorded shares of its redeemable ~~target~~convertible ~~business~~preferred westock ~~select~~at ~~for~~their arespective ~~potential~~fair ~~business~~values ~~combination~~on ~~may~~the bedates aof ~~financially~~issuance, ~~unstable~~net ~~company~~of orissuance ancosts. ~~entity~~The inCompany classified its preferred ~~early~~stock ~~stages~~ outside of ~~development~~total orstockholders’ ~~growth~~deficit because, in the event of certain “liquidation events” (including a ~~entities~~merger, ~~without~~acquisition ~~established~~or ~~records~~sale of ~~sales~~all or ~~earnings.~~substantially Inall of the Company’s assets) that ~~event,~~were wenot ~~will~~solely bewithin ~~subject~~the tocontrol ~~numerous~~of the ~~risks~~Company, ~~inherent~~the inshares ~~the~~would ~~business~~become ~~and~~redeemable ~~operations~~at the option of ~~financially~~the ~~unstable~~holders. ~~and~~Subsequent ~~early~~adjustments ~~stage~~to increase or ~~potential~~decrease ~~emerging~~the ~~growth~~carrying values ~~companies.~~to Inthe ~~addition, we~~liquidation ~~may~~values ~~affect~~were amade ~~business~~only ~~combination~~if ~~with~~and anwhen ~~entity~~it inbecame anprobable ~~industry~~that ~~characterized~~such byliquidation aevent ~~high~~would ~~level~~occur. Each share of ~~risk,~~Legacy Lomond’s ~~and,~~redeemable ~~although~~convertible ~~our~~preferred ~~management will~~stock ~~endeavor~~outstanding immediately prior to ~~evaluate~~the closing of the ~~risks~~Merger ~~inherent~~was incancelled aand ~~particular~~converted into ~~target~~the ~~business,~~right ~~there~~to ~~can~~receive beone noshare ~~assurance~~of ~~that~~common westock ~~will~~of ~~properly~~the ~~ascertain or~~Company. ~~assess~~Refer ~~all~~to ~~significant~~Note ~~risks~~5 for additional information.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.9

~~The Company~~Common anticipates that the selection of a business combination will be complex and extremely risky. While the Company is in a competitive market with a small number of business opportunities, through information obtained from industry professionals including attorneys, investment bankers, and other consultants with experience in the reverse merger industry, our management believes that there are opportunities for a business combination with firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock ~~options~~ or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.warrants

~~We do~~The ~~not~~Company ~~currently~~accounts ~~intend~~for towarrants ~~retain~~in accordance ~~any~~with ~~entity~~the toguidance ~~act~~contained asin aASC ~~“finder”~~815, Derivatives toand ~~identify~~Hedging. ~~and~~Under ~~analyze~~ASC ~~the~~815-40, ~~merits~~warrants ofthat ~~potential~~meet ~~target~~the criteria ~~businesses.~~for ~~However,~~equity wetreatment ~~contemplate~~are ~~that~~recorded ~~Montrose~~in ~~Capital~~stockholders’ ~~may~~equity. ~~introduce~~The ~~business~~warrants ~~combination~~are ~~opportunities~~subject to ~~us.~~re-evaluation ~~There~~of ~~are~~the ~~currently~~proper classification and accounting treatment at each reporting period. If the warrants no ~~agreements~~longer ormeet ~~preliminary~~the ~~agreements~~criteria ~~between~~for usequity treatment, they will be recorded as a liability and ~~Montrose~~remeasured ~~Capital~~each period with changes recorded in the statement of operations. The Company values warrants using an option pricing model.

~~We have~~Stock-based not established a specific timeline, nor have we created a specific plan to identify an acquisition target and consummate a business combination. We expect that our management and the Company, through its various contacts and affiliations with other entities, including Montrose Capital, will locate a business combination target. We expect that funds in the amount of approximately $40,000 will be required in order for the Company to satisfy its Exchange Act reporting requirements during the next 12 months, in addition to any other funds that will be required in order to complete a business combination. Such funds can only be estimated upon identifying a business combination target. Our management and stockholders have indicated an intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements, however, there are no agreements in effect between the Company and our management or stockholders specifically requiring they provide any funds to the Company. Therefore, there are no assurances that the Company will be able to obtain the required financing as needed in order to consummate a business combination transaction.compensation

4The Company measures share-based awards, including stock options issued by the Company, and common units in its Former Parent, at their grant-date fair value and records compensation expense over the requisite service period, which is the vesting period of the awards. The Company accounts for forfeitures as they occur.

~~Recent~~The ~~Development~~grant date fair value of employee and non-employee ~~Proposed~~awards ~~Merger~~are determined using the Black-Scholes option pricing model, which includes inputs such as the fair value of the Company’s common stock, expected term, risk-free rate, expected stock price volatility over the expected term, and expected dividend yield. For all options granted, the Company calculated the expected term based on the simplified method. The Company has no publicly available stock information and therefore, the Company used the historical volatility of the stock price of similar publicly traded peer companies. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company does not anticipate that dividends will be distributed in the near future.

OnThe ~~October~~absence 2,of ~~2024,~~an active market for the Company’s ~~filed~~common ~~with~~stock requires the ~~SEC~~ aCompany’s ~~Schedule~~Board ~~14F-1~~of ~~Information~~Directors ~~Statement relating~~ to andetermine ~~anticipated change in~~ the ~~composition~~fair value of its ~~board~~common ofstock ~~directors~~for ~~that is expected~~purposes toof ~~occur~~granting inoptions. ~~connection~~The ~~with~~Company aobtains ~~proposed~~third-party ~~merger~~valuations to beassist ~~completed by and among~~ the ~~Company,~~Board ~~a recently formed wholly-owned subsidiary~~ of ~~the Company~~Directors ~~(“Merger~~in ~~Sub”),~~determining ~~and Lomond Therapeutics, a privately held Delaware corporation (“Lomond”), pursuant to which Merger Sub would merge with and into Lomond, with Lomond continuing as~~ the ~~surviving~~fair ~~entity~~value ~~(the~~of ~~“Merger”) and as~~ the Company’s ~~wholly-owned~~common ~~subsidiary, after which the Company would continue the business of Lomond~~stock. ~~The Merger would occur pursuant to an Agreement and Plan of Merger and Reorganization expected to be entered into by and among the Company, Lomond and Merger Sub (the “Merger Agreement)”).~~

~~Lomond~~Net isloss aper biopharmaceutical company focused on the discovery and development of multiple product candidates to address hematological malignancies, including a pan-FLT3/IRAK4 inhibitor for the treatment of acute myeloid leukemia (“AML”), a BCL-2 inhibitor for the treatment of AML and chronic lymphocytic leukemia, and an early-stage menin inhibitor for the treatment of AML. Lomond is headquartered in Dover, DE.share

~~Pursuant~~Basic tonet ~~the~~loss ~~terms~~per ofshare ~~the~~attributable to ~~proposed~~common ~~Merger~~stockholders ~~Agreement, it~~ is ~~expected~~calculated ~~that~~by ~~all~~dividing ~~outstanding~~the ~~equity~~net ~~interest~~loss ofby ~~Lomond~~the ~~will~~weighted-average benumber ~~converted~~of ~~into~~ shares of ~~our~~common ~~Common~~stock ~~Stock,~~outstanding ~~such~~during the ~~that~~period. ~~the~~Diluted ~~holders of~~net ~~Lomond~~loss ~~equity~~per ~~before~~share ~~the~~is ~~proposed~~computed ~~Merger~~by ~~will~~giving ~~own~~effect ato ~~majority~~all ofpotentially ~~the~~dilutive securities outstanding ~~shares~~for ofthe ~~our~~period using ~~Common~~the ~~Stock~~treasury ~~after~~stock method or the ~~Merger~~if-converted ~~(before giving~~method ~~effect~~based toon athe ~~potential~~nature ~~private~~of ~~placement~~such ~~offering~~securities. ofFor ~~Common~~periods ~~Stock~~in bywhich the Company ~~that~~reports net welosses, ~~expect~~diluted ~~will~~net beloss ~~consummated~~per ~~simultaneously with~~share orattributable ~~immediately~~to ~~after~~common stockholders is the ~~proposed~~same ~~Merger),~~as ~~resulting~~basic innet aloss ~~change~~per ofshare ~~control~~attributable ofto ~~the~~common stockholders, ~~Company.~~because ~~Completion~~potentially dilutive shares of acommon ~~private~~stock ~~placement~~are ~~financing is~~not ~~expected~~assumed to behave abeen ~~condition~~issued toif ~~completion~~their ofeffect ~~the~~is ~~Merger~~anti-dilutive.

~~Certain other information regarding the proposed Merger and proposed changes to the management and share ownership of the Company is set forth in the Schedule 14F-1.~~10

The ~~foregoing~~following ~~description~~potentially ofdilutive ~~the proposed Merger~~securities ~~Agreement~~have ~~and~~been ~~potential~~excluded ~~Common~~from ~~Stock private placement and related matters does not purport to be complete and is qualified in its entirety by~~ the ~~terms~~computation of ~~the~~diluted ~~actual~~weighted-average ~~Merger~~shares ~~Agreement and~~ of ~~terms~~common ~~and~~stock ~~documentation for a private placement~~outstanding, none of which has yet been completed and executed. The proposed Merger is expected to be subject to satisfaction of a number of other conditions precedent, and there can be no assurance that the Merger Agreement will be signed or that the Merger or Common Stock private placement will be consummated or other such conditions satisfied. If and when the Merger Agreement is signed, it will be further described in and filed by the Company with the SEC as anthey ~~exhibit~~would ~~to a Current Report on Form 8-K. If and when a Common Stock private placement is consummated, it will~~ be ~~further descried in, and material agreements relating thereto will be filed by the Company with the SEC as exhibits to a Current Report on Form 8~~anti-K.dilutive:

Liquidity and Capital Resources

	Three Months Ended March 31,
	2025		2024
Convertible preferred stock		—		13,661,416
Stock options		4,329,617		—
Placement agent warrants		275,410		—
		4,605,027		13,661,416

As of September 30, 2024, the Company had total assets equal to $2,269 and was comprised exclusively of cash. The Company’s current liabilities as of September 30, 2024 totaled $138,200 and was comprised of accounts payable and accrued expenses and amounts due under a note payable to a stockholder. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.Segments

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The ~~following~~Company has one operating segment. The Company’s chief operating decision maker (“CODM”) is athe ~~summary~~Executive ofteam, which includes the Chief Executive officer and Chairman, and the President and Chief Operating Officer. The Company’s CODM manages the Company’s ~~cash~~operations ~~flows~~on a consolidated basis for the purpose of allocating resources. The CODM assesses performance for its segment based on net loss, which is reported on the consolidated statements of operations and comprehensive loss. The measure of segment assets is reported on the balance sheet as total assets. The CODM is provided bywith ~~(used~~forecasted entity-wide expense models in deciding how to invest into the segment. Other segment items included in the condensed consolidated statements of operations for the three months ended March 31, 2025 of $0.3 million consisted of (i) ~~operating~~interest income, (ii) interest expense, and ~~financing~~(iii) ~~activities:~~other income.

	For the Nine Months Ended September 30,
	2024			2023
Net Cash Used In Operating Activities	$	(33,715	)	$	(35,492	)
Net Cash Provided by Financing Activities		35,000			37,380
Net Change in Cash	$	1,285		$	1,888

Recently Adopted Accounting Pronouncements

~~The~~In ~~Company~~December ~~has~~2023, ~~only~~the ~~cash~~FASB ~~assets~~issued ~~and~~Accounting Standards ~~has~~Updated ~~generated no~~(“ASU”) ~~revenues~~2023-09, ~~since~~Income ~~inception.~~Taxes ~~The~~(Topic ~~Company~~740): isImprovements ~~also~~to ~~dependent~~Income ~~upon~~Tax ~~the~~Disclosures ~~receipt~~(ASU of2023-09), which ~~capital~~expands ~~investment~~the ordisclosure ~~other~~required ~~financing~~for toincome ~~fund~~taxes. ~~its~~This ~~ongoing operations~~ASU ~~and~~is toeffective ~~execute~~for ~~its~~fiscal ~~business~~years ~~plan~~beginning ofafter ~~seeking~~December a15, ~~combination~~2024, with early aadoption ~~private operating company~~permitted. InThe ~~addition,~~amendment ~~the~~should ~~Company~~be isapplied ~~dependent upon~~on ~~certain~~a ~~related~~prospective ~~parties~~basis towhile ~~provide~~retrospective ~~continued~~application ~~funding~~is ~~and~~permitted. ~~capital~~The ~~resources.~~Company adopted Ifthis ~~continued~~ASU ~~funding~~effective ~~and~~January ~~capital~~1, ~~resources~~2025 ~~are~~and ~~unavailable at~~will ~~reasonable~~include ~~terms,~~relevant ~~the~~disclosures ~~Company~~as ~~may~~needed ~~not~~within bethe ~~able~~annual toreport ~~implement~~on ~~its~~Form ~~plan~~10-K as of December ~~operations~~31, 2025.

5Recently Issued but not yet Adopted Accounting Pronouncements

~~Issuance~~In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of ~~Promissory~~Income ~~Note~~Statement Expenses, which is intended to aprovide ~~Stockholder~~more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and ~~Director~~amortization) included in certain expense captions presented on the consolidated statement of operations. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statement disclosures.

On September 24, 2021, in connection with advances made in connection with costs incurred by the Company, the Company issued a promissory note to Mark Tompkins, a stockholder and director of the Company, pursuant to which the Company agreed to repay Mr. Tompkins the sum of any and all amounts that Mr. Tompkins may advance to the Company on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act). The Company has used the proceeds from the note to cover its expenses. Although Mr. Tompkins has no obligation to advance funds to the Company under the terms of the note, it is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future. As a result, the Company issued the note in anticipation of such advances. Interest shall not accrue on the outstanding principal amount of the note except if an Event of Default (as defined in the note) has occurred. In the event of an Event of Default, the entire note shall automatically become due and payable (the “Default Date”) and starting from five (5) days after the Default Date, the interest rate on the note shall accrue at the rate of eighteen percent (18%) per annum. As of September 30, 2024, the total amount due under the note was $127,500.11

~~Results~~3. ofSupplemental ~~Operations~~Balance Sheet Information

~~The~~Prepaid ~~Company~~expenses ~~has~~and ~~not~~other ~~conducted any active operations~~current since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company for the nine months ended September 30, 2024. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management’s assertion that these circumstances may hinder the Company’s ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.assets

~~For~~Prepaid ~~the three~~expenses ~~months ended September 30, 2024,~~ and ~~2023,~~other ~~the~~current ~~Company had a net loss of $10,953 and $10,870, respectively, and for the nine months~~assets ~~ended~~consist ~~September 30, 2024 and 2023, the Company had a net loss~~ of ~~$33,715 and $36,825, respectively, comprised of accounting, audit and other professional service fees incurred in relation to~~ the ~~preparation and filing of the Company’s SEC filings and general and administrative expenses.~~following:

In the next 12 months, we expect to incur expenses equal to approximately $40,000 related to legal, accounting, audit, and other professional service fees incurred in relation to the Company’s Exchange Act filing requirements. The costs related to the acquisition of a business combination target company vary widely and are dependent on a variety of factors including, but not limited to, the amount of time it takes to complete a business combination, the location of the target company, the size and complexity of the business of the target company, whether stockholders of the Company prior to the transaction will retain equity in the Company, the scope of the due diligence investigation required, the involvement of the Company’s auditors in the transaction, possible changes in the Company’s capital structure in connection with the transaction, and whether funds may be raised contemporaneously with the transaction. Therefore, we believe such costs are unascertainable until the Company identifies a business combination target. These conditions raise substantial doubt about our ability to continue as a going concern. The Company is currently devoting its efforts to locating merger candidates. The Company’s ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

	March 31, 2025		December 31, 2024
Insurance expenses	$	395,197	$	509,428
Administrative expenses		—		325,051
Research and development expenses		240,818		—
	$	636,015	$	834,479

~~Off-Balance~~Accrued ~~Sheet~~expenses ~~Arrangements~~and other current liabilities

~~The~~Accrued ~~Company~~expenses ~~does~~and ~~not~~other ~~have any off-balance sheet arrangements that have or are reasonably likely to have a~~ current orliabilities ~~future effect on the Company’s financial condition, changes~~consisted ~~in financial condition, revenues or expenses, results~~ of ~~operations,~~the ~~liquidity, capital expenditures or capital resources that is material to investors.~~following:

Critical Accounting Estimates

	March 31, 2025		December 31, 2024
Accrued research and development expenses	$	4,043,237	$	1,449,646
Accrued compensation expenses		1,357,606		785,230
Accrued legal expenses		377,279		58,767
Accrued stock issuance expenses		400,000		—
Accrued accounting fees		83,187		—
	$	6,261,309	$	2,293,643

Accounting estimates are an integral part of the financial statements prepared by management and are based on management’s knowledge and experience about past and current events and assumptions about future events4. ~~Management’s~~Commitments estimate of the current portion of note payable - stockholder is based on the possibility that within one year of the balance sheet date a transaction will occur that requires the Company to repay the note payable. Management’s estimate of the deferred tax benefit arising from the net operating loss carry forwards available to reduce future federal and ~~state taxable income and the related valuation allowance in the same amount assumes that the Company will be acquired by a target company and the benefit will not be realized.~~Contingencies

6Contingencies

~~Emerging~~In ~~Growth~~the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of March 31, 2025, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

As an “emerging growth company” under the JOBS Act, the Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act5. ~~This~~Redeemable ~~election~~Convertible ~~allows~~Preferred usStock ~~to delay the adoption of new or revised accounting standards that have different effective dates for public~~ and ~~private~~Stockholder’s ~~companies~~Equity ~~until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.~~(Deficit)

~~Item~~Between 3March 2020 and August 2021, Legacy Lomond issued and sold an aggregate of 13,661,416 shares of series seed redeemable convertible preferred stock, par value $0.0001 per ~~Quantitative~~share, at a purchase price of approximately $0.402594 per share for aggregate proceeds of $5.5 million. Immediately prior to the closing of the Merger, Legacy Lomond had 758,967 shares of common stock and ~~Qualitative~~13,661,416 ~~Disclosures~~shares ~~about~~of ~~Market~~redeemable ~~Risk~~convertible preferred stock issued and outstanding. Pursuant to the terms of the Merger Agreement each share of Legacy Lomond’s redeemable convertible preferred stock and common stock outstanding immediately prior to the closing of the Merger was cancelled and converted into the right to receive one share of common stock of the Company.

~~As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.~~12

Common Stock

As of March 31, 2025, the Company had authorized 300,000,000 shares of common stock, par value $0.0001 per share, and 32,198,214 shares of common stock were issued and outstanding. Holders of common stock are entitled to one vote. Subject to the special rights of holders of any outstanding series of preferred Stock, holders of shares of common stock shall be entitled to receive dividends and distributions as and if declared by the Board of Directors. Upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, subject to the special rights of holders of any outstanding series of Preferred Stock, holders of shares of common Stock shall be entitled to receive the assets of the Corporation available for distribution to its stockholders.

Preferred Stock

As of March 31, 2025, the Company had authorized 10,000,000 shares of preferred stock, par value $0.0001 per share, of which none were issued and outstanding.

Private Placement Offering

Immediately following the Effective Time of the Merger, the Company issued an aggregate of $43.9 million of its shares of common stock pursuant to the Offering and the conversion of certain simple agreements for future equity (“SAFEs”) previously issued by Legacy Lomond, which included (i) 8,241,375 shares of common stock issued and sold at a purchase price of $4.00 per share in cash (the “Offering Price”) pursuant to the Subscription Agreement; (ii) 1,078,124 shares of common stock at a price of $3.20 pursuant to the conversion of certain SAFEs issued by Legacy Lomond in October 2024, and (iii) 2,083,332 shares of common stock at a price of $3.60 pursuant to the conversion of certain SAFEs issued by Legacy Lomond in August 2024.

The aggregate gross proceeds from the Offering, including the aggregate amount previously received from the issuance of the SAFEs, were $43.9 million (before deducting placement agent fees and expenses of the Offering of $4.3 million). As a result of the foregoing, in connection with the closing of the Offering, the Company issued Placement Agent Warrants to purchase an aggregate of 275,410 shares of our common stock.

On January 24, 2025, the Company entered into an amendment to the Subscription Agreement (“Amendment No. 1 to Subscription Agreements”) with the requisite holders in the original Offering to extend the Subsequent Closings end date from November 30, 2024 to February 28, 2025. On January 24, 2025, the Company conducted a Subsequent Closing under the Subscription Agreement, as amended, whereby an aggregate of 2,500,000 shares of common stock were issued and sold to an investor at the Offering Price on the same terms as provided in the Offering, including, specifically, the entry into a registration rights agreement to register the common stock issued in the Subsequent Closing (the “Second Closing”). The Company received gross proceeds of $10.0 million in connection with the Second Closing (before deducting placement agent fees and expenses of the offering of $0.7 million).

On March 24, 2025, the Company entered into an additional amendment to the Subscription Agreement (“Amendment No. 2 to Subscription Agreements”) with the requisite holders in the original Offering to extend the Subsequent Closings end date from February 28, 2025 to March 31, 2025 and to increase the size of the over-subscription amount under the Subscription Agreement. On March 24, 2025, the Company conducted an additional Subsequent Closing under the Subscription Agreement, as amended, whereby an aggregate of 2,500,000 shares of common stock were issued and sold to an investor at the Offering Price on the same terms as provided in the original Offering, including, specifically, the entry into a registration rights agreement to register the common stock issued in the additional Subsequent Closing (the “Third Closing”). The Company received gross proceeds of $10,000,000 in connection with the Third Closing (before deducting placement agent fees and expenses of the offering of $0.8 million).

Placement Agent Warrants

As discussed above, the Company issued warrants to purchase shares of common stock to placement agents as compensation for services provided in the Private Placement Offering. These warrants entitle the holders to purchase up to 275,410 shares of common stock at an exercise price of $4.00 per share, are exercisable beginning June 1, 2025 (the “Initial Exercise Date”) and expire four years from the Initial Exercise Date. The fair value of the warrants was recorded as a component of equity in conjunction with the Offering, which had no net impact to additional paid-in capital. As of March 31, 2025, all warrants remained outstanding.

Promissory Note issued to Stockholder

In September 2024, Legacy Lomond entered into a promissory note with Eilean, which allows Eilean to borrow an aggregate principal amount of up to $7.5 million from Legacy Lomond. The note accrues simple interest on the outstanding principal balance at a rate of 6% per annum. The outstanding principal and related accrued interest is due in full no later than September 30, 2027. As of March 31, 2025, Eilean has borrowed $4.0 million under the promissory note. The balance outstanding on this note receivable is included in stockholders’ equity in the condensed consolidated balance sheets.

6.	Related Party Transactions

Related party transactions included within the condensed consolidated statements of operations are as follows, as discussed in detail below:

	Three Months Ended March 31,
	2025		2024
Research and development	$	2,464,640	$	7,813
General and administrative	$	265,942	$	12,608
Interest income	$	59,178	$	—
Interest expense	$	50,785	$	—

Research and development arrangements with related parties

In February 2025, the Company entered into two licensing agreements with Viriom, Inc. (“Viriom”), whereby Viriom acquired exclusive rights in the Russian Federation to the BCL-2 inhibitor (the “BCL-2 Licensed Molecule”) for the treatment of chronic lymphoblastic leukemia and acute myeloid leukemia (“BCL-2 Indications”) as monotherapy or as co-administered in combination with small molecule drugs or biological drugs (the “BCL-2 Viriom License Agreement”). Further, Viriom acquired exclusive rights in the Russian Federation to the FLT-3 inhibitor (the “FLT-3 Licensed Molecule”) for the treatment of acute myeloid leukemia (“FLT-3 Indication”) as monotherapy or as co-administered in combination with small molecule drugs or biological drugs) (the “FLT-3 Viriom License Agreement”). Under the terms of each agreement, the Company has granted Viriom an exclusive license, with the right to grant and authorize sublicenses, under the Company’s patents and know-how to develop, test, make and use each Licensed Molecule to develop, test, make, have made, use, sell, offer for sale, import and otherwise exploit the product as it relates to the BCL-2 Indications and FLT-3 Indications during the term of the BCL-2 Viriom License Agreement and FLT-3 Viriom License Agreement. As consideration for the BCL-2 Viriom License Agreement and FLT-3 Viriom License Agreement, Viriom has agreed to pay the Company a percentage of net sales of certain products during certain royalty periods. No payments were made, and no income or expenses were recognized under the BCL-2 Viriom License Agreement or the FLT-3 Viriom License Agreement for the three months ended March 31, 2025.

Entry into each of the License Agreements constitutes related party transactions as each of Nikolay Savchuk and Iain Dukes are interested parties given their respective relationships with Viriom. Nikolay Savchuk, an officer and director of the Company, is a director of Viriom, and indirectly holds a majority of shares of Viriom’ s common stock. Iain Dukes, an officer and director of the Company, serves as a director of Viriom.

In January 2023, Legacy Lomond entered into a master services agreement with Eilean Therapeutics AU Pty Ltd (“Eilean AU”), a CRO and a subsidiary of its Former Parent, pursuant to which Eilean AU provides clinical trial-related service and data and research services. During the three months ended March 31, 2025, the Company recognized $1.4 million as research and development expense in the Company’s condensed consolidated statements of operations related to Eilean AU research and development.

On February 20, 2025, the Company’s wholly-owned subsidiary, Lomond AU entered into an Intellectual Property assignment agreement (the “Assignment Agreement”) with Eilean AU. Under the terms of the Assignment Agreement, Eilean AU agreed to sell, assign, and transfer to Lomond AU, certain rights, title, and interest in patents, trademarks, and copyrights related to lomonitinib, lonitoclax, and other pan-FLT3/IRAK4 inhibitors or BCL-2 inhibitors. In exchange for the rights, title, and interest, Lomond AU agreed to pay a one-time assignment fee to Eilean AU of $0.5 million, which the company recognized as research and development expense within the condensed consolidated statements of operations for the three months ended March 31, 2025. The company recorded $0.5 million as accrued expenses and other current liabilities in the condensed consolidated balance sheets related to the Assignment Agreements as of March 31, 2025.

Administrative arrangements with related parties

In March 2020, Legacy Lomond entered into an administrative services agreement with Eil Therapeutics, Inc. (“Eil”). Pursuant to such administrative services agreement, Eil agreed to provide the Company, directly or indirectly through its contractors, administrative support services and access to staff’s management experience and knowledge. Such services included general management and operations, including financial and accounting services, insurance program marketing and administration and various tax-related services. Dr. Nikolay Savchuk, President and Chief Operating Officer of the Company, is also President and Chief Executive Officer of Eil. The administrative services agreement with Eil was terminated in October 2024.

In connection with such termination, during 2024, Legacy Lomond entered into a services agreement with Abet Solutions (“Abet”), pursuant to which Abet provides the Company administrative support services and access to staff’s management experience and knowledge. Such services included general management and operations, including financial and accounting services, insurance program marketing and administration and various tax-related services. Dr. Nikolay Savchuk, President and Chief Operating Officer of the Company, has a direct material interest in Abet. During the three months ended March 31, 2025, the Company recognized $0.4 million as research and development expense and $20,000 as general and administrative expense in the Company’s condensed consolidated statements of operations relating to Abet services. The Company recorded $0.2 million as accounts payable in the condensed consolidated balance sheets as of March 31, 2025 relating to Abet services.

Related party notes payable

In October 2024, Legacy Lomond entered into license agreements with both of Eil (the “Eil License Agreement”) and Bala Therapeutics, Inc. (“Bala”) (the “Bala License Agreement”). Pursuant to the Eil License Agreement and Bala License Agreement, the Company obtained exclusive, perpetual, worldwide licensing rights for the development and future ownership of (i) a BCL-2, inhibitor for the treatment of AML and CLL from Eil, and (ii) an early-stage menin inhibitor for the treatment of AML from Bala.

The Eil License Agreement and Bala License Agreement became effective in October 2024 when Legacy Lomond issued promissory notes to Eil and Bala, respectively. The principal amount of the promissory notes with Eil and Bala are $1.7 million and $1.2 million, respectively. Each such promissory note bears interest at a rate of 7% per annum, compounded annually, and matures on October 17, 2026. Each such promissory note may be prepaid without penalty. In addition, the two promissory notes each provide for customary events of default. The Company recognized $0.1 million as interest expense in the Company’s condensed consolidated statements of operations relating to the promissory notes with Eil and Bala during the three months ended March 31, 2025.

Upon the payment in full of the applicable promissory note, Eil and Bala have each agreed to transfer to the Company all of the intellectual property rights covered by the license agreements, as the case may be.

The license rights are sublicensable at the option of the Company. Under such license agreements, the Company, but not Eil or Bala, as the case may be, has the right to terminate the applicable license agreement for convenience upon 30 days’ written notice. If the Company, or Eil or Bala, as the case may be, materially breaches the applicable license agreement, and such breach is not cured within 90 days after the receipt of notice of such breach, then the non-defaulting party may terminate such license agreement. In addition, upon the occurrence of an event of default under the applicable promissory note, the license agreement shall be terminated.

Promissory Note Receivable

In September 2024, Legacy Lomond entered into a promissory note with Eilean, which allows Eilean to borrow an aggregate principal amount of up to $7.5 million from Legacy Lomond. The Company recognized $0.1 million as interest income in the condensed consolidated statements of operations relating to the promissory note with Eilean during the three months ended March 31, 2025. Refer to Note 5 for additional information.

Compensation

In November 2024, the Company entered into consulting agreements with Dr. Iain Dukes, to serve as Chief Executive Officer and Chairman of the Company, and Dr. Nikolay Savchuk, to serve as Chief Operating Officer and President of the Company. Each is eligible to receive consulting fees at an annual rate of $400,000 and both are eligible to receive an annual incentive payment equal to up to 50% of such annual consulting fees, subject to the achievement of applicable performance metrics as determined by the Company’s board of directors. During the three months ended March 31, 2025, the Company recognized $0.2 million as general and administrative expense and $0.2 million as research and development expense in the Company’s condensed consolidated statements of operations related to these consulting agreements.

The Company’s Chief Executive Officer and Chairman, and President and Chief Operating Officer (“officer consultants”) allocate approximately 30% (“the allocated percentage”) of their time to the Company. The Company recognizes the allocated percentage of share-based compensation for units in Eilean issued to its officer consultants in its consolidated statements of operations. During the three months ended March 31, 2025 and 2024, the Company recognized share-based compensation related to Eilean units of $4,336 and $7,813, respectively, as research and development expense and $12,608 and $12,608, respectively, as general and administrative expense in the condensed consolidated statements of operations.

Director Expenses

As of March 31, 2025 and December 31, 2024, the Company recorded $0.1 million in accounts payable related to reimbursable out of pocket expenses incurred in 2024 to its Directors in the condensed consolidated balance sheets.

7.	Stock-based Compensation

Legacy Lomond Stock Plan

Legacy Lomond’s board of directors adopted, and its stockholder approved, the Legacy Lomond Stock Plan in September 2024 (“the Legacy Lomond Plan”). The Legacy Lomond Plan was terminated in connection with the closing of the Merger. As of September 19, 2024, Legacy Lomond reserved 4,329,617 shares of its common stock for issuance under the Legacy Lomond Plan. Immediately prior to the consummation of the Merger, 4,329,617 options were outstanding under the Legacy Lomond Plan at an exercise price of $1.30 per share. These options to purchase an aggregate of 4,329,617 shares of Legacy Lomond common stock at an exercise price of $1.30 per share issued and outstanding immediately prior to the closing of the Merger under the Legacy Lomond Plan were assumed and converted into options to purchase 4,329,617 shares of the Company’s common stock at an exercise price of $1.30 per share.

2024 Stock Plan and Grant of Options

Pursuant to the Merger Agreement and upon the closing of the Merger, the Company adopted the 2024 Equity Incentive Plan (the “2024 Plan”), which provides for the issuance of incentive awards of stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance awards, cash awards, and stock bonus awards. The Company reserved 1,759,608 shares for future issuance under the 2024 Plan. The number of shares of common stock that may be issued under the 2024 Plan is equal to the sum of (x) 1,759,608 shares, plus (y) up to 4,329,617 shares subject to awards granted under the Legacy Lomond Plan that were outstanding on the date of the Merger and that are subsequently forfeited, expire or lapse unexercised or unsettled or are reacquired by the Company. Further, the number of shares reserved for issuance under our 2024 Plan will increase automatically on January 1 of each of 2026 through 2034 by the number of shares equal to the lesser of 5% of the total number of outstanding shares of the Company’s common stock as of the immediately preceding December 31, or a number as may be determined by the Company’s board of directors. As of March 31, 2025, 1,759,608 shares were available for future grant. Option grants issued under the 2024 Plan are exercisable for up to 10 years from the date of issuance. The Company’s options have various vesting schedules, ranging from vesting immediately to vesting over a four-year period, subject to the participant’s continued employment or service through the applicable vesting date. Certain grants allow for accelerated vesting if the Company is subject to a Change in Control (other than the Merger).

During the three months ended March 31, 2025, the Company recognized stock-based compensation related to the 2024 plan of $0.3 million as research and development expense and $0.3 million as general and administrative expense in the condensed consolidated statements of operations.

A summary of stock option activity for the three months ended March 31, 2025 is as follows:

	Options Outstanding
					Weighted Average
			Weighted-		Remaining
			Average		Contractual		Aggregate
	Number of		Exercise		Term		Intrinsic
	Shares		Price		(in years)		Value
Balance, January, 1 2025		4,329,617	$	1.30		9.72		—
Granted		—	$	—		—		—
Forfeitures/adjustments		—	$	—		—		—
Expired		—	$	—		—		—
Balance, March 31, 2025		4,329,617	$	1.30		9.48	$	11,689,966
Exercisable at March 31, 2025		360,801	$	1.30		9.48	$	974,164

The Company accounts for all stock-based payments made to employees, non-employees and directors under the 2024 Plan using an option pricing model for estimating fair value. Accordingly, stock-based compensation expense is measured based on the estimated fair value of the awards on the date of grant. Compensation expense is recognized for the portion that is ultimately expected to vest over the period during which the recipient renders the required services to the Company using the straight-line single option method.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options at the grant date. The Black-Scholes model requires the Company to make certain estimates and assumptions, assumptions related to the expected price volatility of the common stock, the period during which the options will be outstanding, the rate of return on risk-free investments and the expected dividend yield for the Company’s stock.

As of March 31, 2025, there was $8.5 million of unrecognized compensation expense related to the unvested stock options which is expected to be recognized over a weighted-average period of approximately 3.6 years.

During the year ended December 31, 2020, the Company issued 539,796 option awards to non-employee consultants for services to be performed for Legacy Lomond. Option awards granted generally vest based on a specific vesting schedule as agreed upon by the optionee and the Company and generally expire 10 years after the grant date.

In connection with the Eilean Transaction in July 2022, the existing option awards granted by the Company were cancelled and replaced with common units (the “units”) in Eilean. The units granted generally vest (i) on the date of grant, (ii) 50% on the date of grant, with the remaining 50% vesting over 24 months in equal monthly installments as services are provided, or (iii) over 48 months in equal monthly installments.

The replacement of the option awards with units was evaluated as a modification. The fair value of the option awards was in excess of the grant date fair value of the units. As such, there was no incremental compensation costs related to the units to be recorded. The Company recognized $25,000 at the grant date of the units related to the portion of the units that became fully vested at such time.

The Company’s officer consultants serve in a consulting role to the company under individual consulting agreements entered in 2024, whereby the officer consultants allocate approximately 30% of their time to the Company. The Company recognizes the allocated percentage of share-based compensation for units in Eilean issued to its officer consultants in its condensed consolidated statements of operations. Refer to Note 6 for additional information.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes and other financial information included in this Quarterly Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” elsewhere in this Report. Accordingly, you should review the disclosure under the heading “Risk Factors” in this Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Unless otherwise indicated or the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section to “we,” “us,”“our,” the “Company,” and “Lomond” refer to Lomond Therapeutics Holdings, Inc., and references to “Legacy Lomond” refer to Lomond Therapeutics, Inc.

Overview

We are a biopharmaceutical company focused on the discovery and development of multiple product candidates to address hematological malignancies.

Our initial focus is on developing a next-generation inhibitor of FMS-like tyrosine kinase 3, or FLT3, and interleukin-1 receptor-associated kinase 4, or IRAK4, for the treatment of acute myeloid leukemia, or AML.

We have incurred significant operating losses since our inception in 2020. Our net losses were $6.2 million and $0.2 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, we had an accumulated deficit of $44.7 million. We do not have any product candidates approved for sale and have not generated any revenue from product sales. To date, we have funded our operations primarily with proceeds from sales of convertible preferred stock, promissory notes and “simple agreements for future equity”, or SAFEs. We will incur significant expenses and increasing operating losses for the foreseeable future. Our expenses and capital expenditures will increase substantially in connection with our ongoing activities, particularly if, and as we:

●

Continue our research and development efforts to develop lomonitinib, lonitoclax, and the product candidates licensed from related parties Eil Therapeutics, Inc., or Eil, and Bala Therapeutics, Inc., or Bala, to identify and develop other product candidates and to submit investigational new drug applications, or INDs, for such product candidates;

●

Pay in full the promissory notes issued by us in connection with the Eil license agreement and the Bala license agreement;

●

Conduct preclinical studies and commence clinical trials for our investigational product candidates and future product candidates;

●

Develop processes suitable for manufacturing and clinical development;

●

Continue to develop and expand our manufacturing capabilities;

●

Seek marketing approvals for any product candidates that successfully complete clinical trials;

●

Build commercial infrastructure to support sales and marketing for our product candidates;

●

Expand, maintain and protect our intellectual property portfolio;

●

Hire additional clinical, regulatory and other business personnel; and

●

Operate as a public company.

We will not generate revenue from sales of any of our product candidates unless and until we successfully complete development and clinical trials and obtain regulatory approvals for one or more of our product candidates. If we obtain regulatory approval for any of our product candidates, we expect to incur significant expenses related to developing our commercialization capability to support the sales, marketing and distribution of our product candidates. Further, we expect to incur additional costs associated with operating as a public company.

As a result, we will need substantial additional funding to support our continuing operations, research and development activities and generally pursue our growth strategy. Until such time as we can generate significant revenue from sales of approved product candidates, if ever, we expect to finance our operations through a combination of equity offerings, debt financings, or other dilutive and non-dilutive capital sources, including collaborations with other companies, and other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back, or discontinue the development and commercialization of one or more of our product candidates.

Because of the numerous risks and uncertainties associated with the development of pharmaceutical products, including lomonitinib and lonitoclax, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve or maintain profitability. Even if we are able to generate sales of our product candidates, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

The Company’s financial statements have been prepared on the basis of the Company continuing as a going concern, which assumes the continuity of operations, the realization of assets and the settlement of liabilities and commitments as they come due in the normal course of business. We believe our cash and cash equivalents will enable us to fund our planned operations for at least twelve months following the date of filing of this report, as further discussed in “Funding Requirements” within this section.

The Merger

On November 1, 2024, Venetian 1 Acquisition Corp., Acquisition Sub and Legacy Lomond entered into the Merger Agreement (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, on the Closing Date, Acquisition Sub merged with and into Legacy Lomond, with Legacy Lomond continuing as the surviving corporation and our wholly-owned subsidiary (the “Merger”).

The Merger was accounted for as a reverse recapitalization. Legacy Lomond was deemed acquiror for accounting purposes and Lomond Therapeutics Holdings, Inc. is the successor SEC registrant, meaning that Legacy Lomond’s financial statements for previous periods will be disclosed in our future periodic reports filed with the SEC. Under this method of accounting, Venetian 1 Acquisition Corp. is treated as the acquired company for financial statement reporting purposes. The Merger was intended to qualify as a tax-free reorganization under the U.S. Internal Revenue Code.

As a result of the Merger, we have become the successor to a public reporting company, which will require the hiring of additional personnel and implementation of procedures and processes to comply with public company regulatory requirements, including the Exchange Act, and customary practices. We expect to incur additional expenses as a public company related to, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees.

Private Placement Offering

Immediately following the Effective Time of the Merger, we issued an aggregate of $43.9 million of our shares of common stock pursuant to a private placement offering (the “Offering”) and pursuant to the conversion of certain SAFEs issued by Legacy Lomond, which included (i) 8,241,375 shares of our common stock issued and sold at a purchase price of $4.00 per share in cash (the “Offering Price”) pursuant to the Subscription Agreement; (ii) 1,078,124 shares of our common stock at a price of $3.20 pursuant to the conversion of certain simple agreements for future equity, or SAFEs, issued by Legacy Lomond in October 2024, and (iii) 2,083,332 shares of our common stock at a price of $3.60 pursuant to the conversion of certain SAFEs issued by Legacy Lomond in August 2024. The aggregate gross proceeds from the Offering, including the aggregate amount previously received from the issuance of the SAFEs, were $43.9 million (before deducting placement agent fees and expenses of the Offering).

Private Placement Offering - Subsequent Closings

Pursuant to the Subscription Agreement in the Offering, we had the ability to hold one or more subsequent closings prior to November 30, 2024, to sell up to an additional 4,021,125 shares at the Offering Price (each a “Subsequent Closing”).

On January 24, 2025, we entered into an amendment to the Subscription Agreement (“Amendment No. 1 to Subscription Agreements”) with the requisite holders in the original Offering to extend the Subsequent Closings end date from November 30, 2024 to February 28, 2025.

On January 24, 2025, we conducted a Subsequent Closing under the Subscription Agreement, as amended, whereby we issued and sold to an investor an aggregate of 2,500,000 shares of common stock at the Offering Price on the same terms as provided in the Offering, including, specifically, the entry into a registration rights agreement to register the common stock issued in the Subsequent Closing.

The Company received gross proceeds of $10,000,000 in connection with the Subsequent Closing (before deducting placement agent fees and expenses of the offering of $0.7 million) and currently intends to use proceeds raised in the Subsequent Closing for working capital and general corporate purposes.

On March 24, 2025, we entered into an additional amendment to the Subscription Agreement (“Amendment No. 2 to Subscription Agreements”) with the requisite holders in the original Offering to extend the Subsequent Closings end date from February 28, 2025 to March 31, 2025 and to increase the size of the over-subscription amount under the Subscription Agreement.

On March 24, 2025, we conducted an additional Subsequent Closing under the Subscription Agreement, as amended, whereby we issued and sold to an investor an aggregate of 2,500,000 shares of common stock at the Offering Price on the same terms as provided in the original Offering, including, specifically, the entry into a registration rights agreement to register the common stock issued in the additional Subsequent Closing (the “Third Closing”).

The Company received gross proceeds of $10,000,000 in connection with the Third Closing (before deducting placement agent fees and expenses of the offering if $0.8 million) and currently intends to use proceeds raised in the Third Closing for working capital and general corporate purposes.

Agreements with Eil and Bala

On October 17, 2024, we entered into the Eil license agreement and the Bala license agreements, respectively. The Eil license agreement and the Bala license agreement became effective in October 2024 when we issued promissory notes to Eil and Bala, as the case may be. The principal amount of the promissory notes with Eil and Bala are $1.7 million and $1.2 million, respectively. Each such promissory note bears interest at a rate of 7% per annum, compounded annually and the principal and accrued interest under each note are due and payable on demand at any time after October 17, 2026. Each such promissory note may be repaid without penalty.

Upon the payment in full of the applicable promissory note, Eil and Bala have each agreed to assign to us all of the intellectual property rights covered by the Eil license agreement and the Bala license agreement, as applicable. See Note 6 for further information.

Expert Systems AI/ML Platform - Master Research and Development Agreement

We are utilizing a platform offered by Expert Systems, which is powered by AI/ML, to choose molecular mechanisms of pathology and to rationally design, accelerate discovery and optimize development of potential therapies. Expert Systems leverages large language models (LLMs) to support this process. Our goal is to utilize this AI/ML platform to become a leader in developing novel breakthrough medicines to maximize clinical benefit when treating hematologic malignancies.

We entered into a master research and development agreement (the “Expert Systems MRDA”) with Expert Systems on July 1, 2024. Pursuant to the Expert Systems MRDA, Expert Systems agreed to provide us certain drug development, research, consulting and related administrative services from time to time pursuant to certain work orders as agreed by both parties. Expert Systems will submit invoices to the Company for each payment due according to the work order agreed upon whether a fixed price, time and materials (T&M) or full-time employee (FTE) business arrangement. Either party has the right to terminate the Expert Systems MRDA at any time upon not less than thirty (30) days prior written notice or, if either party shall be in material breach of the agreement, and should such breach continue for sixty (60) days after written notification to the party in breach, then the non-breaching party may at its option terminate the agreement or suspend the performance of its obligations under the agreement by giving the party in breach immediate notice of termination or suspension.

An immediate family member of Dr. Savchuk, our President and Chief Operating Officer, has a direct interest in Expert Systems by virtue of his minority share ownership in the company. There was no research and development activity related to the Expert Systems MRDA for the three months ended March 31, 2025 and three months ended March 31, 2024.

SAFEs

In August 2024, we issued “simple agreements for future equity”, or the August SAFEs, for an aggregate purchase price of $7.5 million in a private financing round. Upon consummation of the Offering, the August SAFEs automatically converted into 2,083,332 shares of common stock.

In October 2024, we issued “simple agreements for future equity,” or the Contribution SAFEs, after converting a $3.5 million capital contribution made in May 2024 by Eilean Therapeutics, LLC, or Eilean, our former parent company. The Contribution SAFEs converted into 1,078,124 shares of common stock upon consummation of the Offering. Such shares are held by TPAV, LLC and entities affiliated with OrbiMed Advisors, LLC, each of which is a member of Eilean and received an equity distribution from Eilean.

Components of Our Results of Operations

Operating Expenses

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for our research activities and the development of our proprietary product candidates, including lomonitinib and the product candidates licensed from related parties Eil and Bala, and include:

●

Expenses incurred in connection with the preclinical and clinical development of our product candidates, including development and studies with contract research organizations, or CROs, and consultants;

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The cost of contract manufacturing organizations, or CMOs, that manufacture drug product for use in our preclinical studies and clinical trials and perform analytical testing, scale-up and other services in connection with our development activities;

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Costs related to other expenses, which include direct and allocated expenses for insurance and supplies;

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Costs related to compliance with regulatory and quality requirements; and

●

Payments made under third-party licensing agreements

We recognize external development costs based on an evaluation of the progress to completion of specific tasks using information provided to us by our service providers. This process involves reviewing ongoing contracts, communicating with our personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of actual costs. Any nonrefundable advance payments that we make for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such amounts are expensed as the related goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered.

Research and development activities are central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development or those in preclinical development. As a result, we expect that our research and development expenses will continue to increase substantially over the next several years as we advance into clinical development toward potential regulatory approval, as well as conduct translational research efforts and other preclinical development, including submitting regulatory filings for product candidates we may acquire or develop. In addition to the expected increase in third-party costs, we expect that our personnel costs, including costs associated with stock-based compensation, will also increase substantially in the future. In addition, as we advance into clinical trials and, subject to positive data and regulatory approvals, potentially commercialization, we expect to incur additional expenses.

We do not believe that it is possible at this time to accurately project total program-specific expenses through commercialization or any product candidates we may acquire or develop. This is due to numerous factors, some of which are beyond our control, that are associated with the successful development and commercialization of product candidates we may acquire or develop, including the following:

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The scope, progress, outcome and costs of our preclinical studies and clinical trials for any product candidates we may develop;

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Making arrangements with third-party manufacturers for preclinical, clinical and commercial supplies of any product candidates;

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Successful patient enrollment in, and the initiation and completion of clinical trials;

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Raising additional funds necessary to complete clinical development and the potential commercialization of any other product candidates;

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Receipt, timing and related terms of marketing approvals from applicable regulatory authorities;

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The extent of any required post-marketing approval commitments to applicable regulatory authorities;

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Developing and implementing marketing and reimbursement strategies;

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establishing sales, marketing and distribution capabilities and launching commercial sales of any products, if approved, whether alone or in collaboration with others;

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acceptance of any other products, if approved, by patients, the medical community and third-party payors;

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effectively competing with other therapies and/or changes in the standard of care;

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obtaining and maintaining third-party coverage and adequate reimbursement;

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obtaining and maintaining patent, trade secret and other intellectual property protection and regulatory exclusivity for our product candidates;

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protecting and enforcing our rights in our intellectual property portfolio;

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significant and changing government regulations; and

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maintaining an acceptable tolerability profile of the products following approval, if any.

A change in the outcome of any of these factors with respect to the development of any future product candidates could significantly change the costs and timing associated with the development of that product candidate. We may never succeed in obtaining regulatory approval for any product candidate.

General and Administrative Expenses

General and administrative expenses consist primarily of professional fees and stock-based compensation.

We anticipate that our general and administrative expenses will continue to increase in the future as we increase our headcount to support the continued advancement toward potential commercialization and the future development of any product candidates that we may pursue. We also anticipate that we will continue to experience an increase in accounting, audit, legal, regulatory, compliance and director and officer insurance costs as well as investor and public relations expenses associated with operating as a public company. Additionally, if we believe a regulatory approval of any product candidate appears likely, we anticipate an increase in payroll and other employee-related expenses as a result of our preparation for commercial operations to market and sell that product candidate.

Interest Income

Interest income consists principally of interest income earned on cash and cash equivalent balances, short-term investments and a related party promissory note.

Interest Expense – related parties

Interest expense primarily consists of interest on related-party promissory notes.

Other Income

Other income consists of principally of foreign exchange gains.

Results of Operations

The following table sets forth our historical operating results for the periods indicated:

	Three months ended March 31,
	2025			2024			$ Variance			% Variance
Operating expenses:
Research and development	$	5,156,988		$	7,813		$	5,149,175			65901	%
General and administrative		1,363,464			143,863			1,219,601			848	%
Total operating expenses		6,520,452			151,677			6,368,775			4199	%
Loss from operations		(6,520,452	)		(151,677	)		(6,368,775	)		4199	%
Other income (expense):
Interest income		282,579			-			282,579			100	%
Interest expense – related parties		(50,785	)		-			(50,785	)		100	%
Other income		86,494			-			86,494			100	%
Net loss	$	(6,202,164	)	$	(151,677	)	$	(6,050,487	)		3989	%

Comparison of the Three Months Ended March 31, 2025 and 2024

Research and Development Expenses

Research and development expenses increased $5.1 million, or 65901%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase of $5.1 million was primarily due to (i) $4.5 million increase in clinical study expenses, inclusive of $1.8 million incurred with related parties, primarily attributable to the ongoing Phase 1 clinical study of lomonitinib and the Phase 1 healthy volunteer study of lonitoclax which commenced in the fourth quarter of 2024, and (ii) a $1.3 million increase relating to program management and employee compensation, inclusive of $0.6 million incurred with related parties, partially offset by $0.7 million reductions in research and development costs attributable to the Australian tax incentive receivable.

General and Administrative Expenses

General and administrative expenses increased $1.2 million, or 848%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase of $1.2 million was primarily attributable to (i) increases in professional fees of $0.6 million, (ii) increases in related party personnel related expenses of $0.2 million, (iii) increase in stock-based compensation of $0.3 million, and (iv) increase in insurance and other expenses of $0.1 million attributable to Director and Officer insurance policies entered into in conjunction with the Merger.

Interest Income

Interest income increased by $0.3 million, or 100% in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The change was due to interest earned on a related party promissory note entered into in the third quarter of 2024 of $0.1 million and interest earned on certificates of deposit entered into in the first quarter of 2025 and the fourth quarter of 2024 $0.2 million.

Interest Expense – Related Parties

Interest expense increased by $0.1 million, or 100%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, driven by the entry into promissory notes with related parties in the fourth quarter of 2024.

Other Income

Other income increased by $0.1 million, or 100%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, driven by foreign exchange gains relating to the activity of the Company’s Australian subsidiary.

Liquidity and Capital

Resources

Sources of Liquidity

Since our inception, we have incurred significant losses in each period and on an aggregate basis. We have not yet commercialized any product candidates. We have not generated cash from our operations, and we do not expect to generate revenue from sales of any product candidates or from other sources for several years, if at all. We have funded our operations primarily from sales of our common and preferred stock, issuance of promissory notes, and issuance of SAFEs through March 31, 2025. As of March 31, 2025, we had cash and cash equivalents of $37.6 million.

Cash Flows

The following table shows a summary of our cash flows for the periods indicated:

	Three Months Ended March 31,
	2025			2024
Net cash provided by (used in):
Operating activities	$	(704,951	)	$	(131,255	)
Investing activities		(10,063,562	)		-
Financing activities		20,000,000			-
Net increase in cash and cash equivalents	$	9,231,487		$	(131,255	)

Operating Activities

During the three months ended March 31, 2025, we used $0.7 million of cash in operating activities. Cash used in operating activities reflects our net loss of $6.2 million, offset by non-cash adjustments of $0.6 million and changes in operating assets and liabilities of $4.9 million. Non-cash adjustments primarily consisted of $0.6 million related to stock-based compensation expense, and $0.1 million of non-cash interest expense related to promissory notes with Eil and Bala, partially offset by $0.1 million in interest income earned on a related party promissory note. Changes in operating assets and liabilities consisted of changes in accounts payable of $2.2 million, changes in prepaid expenses of $0.2, and changes in accrued expenses and other current liabilities of $3.5 million, partially offset by changes in tax incentive and other receivables of $0.9 million.

During the three months ended March 31, 2024, we used $0.1 million of cash in operating activities. Cash used in operating activities primarily reflects our net loss of $0.1 million.

Investing Activities

During the three months ended March 31, 2025, we used $10.1 million in in investing activities, which was attributable to the purchase of certificates of deposit with original maturities greater than three months.

Financing Activities

During the three months ended March 31, 2025, financing activities provided $20.0 million of net cash, which was attributable to proceeds from the issuance of our common stock in conjunction with the second and third closings.

Funding Requirements

As of March 31, 2025, we had $37.6 million in cash and cash equivalents and an accumulated deficit of $45.0 million. We expect our expenses to increase substantially in connection with our ongoing research and development activities, particularly as we continue research and development, pursue clinical development of lomonitinib, lonitoclax and a menin inhibitor and repay our promissory notes with Eil and Bala. In addition, we expect to incur additional costs associated with operating as a public company. As a result, we expect to incur substantial operating losses and negative operating cash flows for the foreseeable future.

We believe that our cash and cash equivalents, after the consummation of the Merger, the Offering and the Subsequent Closings, will enable us to fund our planned operations for at least twelve months following the date of filing of this report. However, we have based this estimate on assumptions that may prove to be wrong, and we could exhaust our capital resources sooner than we expect.

Because of the numerous risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate the exact amount of our working capital requirements. Our future funding requirements will depend on, and could increase significantly as a result of, many factors, including:

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the scope, timing, progress, results and costs of preclinical and clinical development activities;

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the costs, timing and outcome of regulatory review of product candidates;

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the costs of future activities, including product sales, medical affairs, marketing, manufacturing and distribution, for any product candidates for which we receive marketing approval;

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the costs of establishing and maintaining arrangements with third party manufacturers for preclinical and clinical development activities and commercial supply of products that receive marketing approval, if any;

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the revenue, if any, received from commercial sale of our approved products, should any product candidates receive marketing approval;

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the cash requirements of any future acquisitions or discovery of product candidates;

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the cost and timing of attracting, hiring and retaining skilled personnel to support our operations and continued growth;

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the cost of implementing operational, financial and management systems;

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the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;

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our ability to establish and maintain collaborations, strategic partnerships or marketing, distribution, licensing or other strategic arrangements with third parties on favorable terms, if at all; and

●

the costs associated with operating as a public company.

A change in the outcome of any of these or other variables with respect to the development of lomonitinib, lonitoclax, a menin inhibitor or any of the other product candidates we may develop, license or acquire in the future could significantly change the costs and timing associated with our development plans. Further, our operating plans may change in the future, and we may need additional funds to meet operational needs and capital requirements associated with such operating plans. Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings or other dilutive or non-dilutive capital sources, which could include collaborations, strategic alliances or licensing arrangements. We currently have no credit facility or committed sources of capital. Adequate additional funds may not be available to us on acceptable terms, or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our existing stockholders may be diluted, and the terms of these securities may include liquidation or other preferences that could adversely affect the rights of such stockholders. Debt financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, that could adversely impact our ability to conduct our business.

If we raise additional funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research program or product candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Contractual Obligations and Commitments

We do not currently have any material contractual obligations or other commitments except with respect to our promissory notes with Eil and Bala. We entered into the promissory notes with Eil and Bala in October 2024. Such promissory notes each bear interest at a rate of 7% per year, mature on October 17, 2026 and permit early repayment without penalty. The promissory notes have an aggregate principal amount of $2.9 million.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of our financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in Note 2 to our audited financial statements contained in our Annual Report, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.

Research and development costs

Research and development costs consist primarily of cost of subcontractors and materials used for research and development activities, including preclinical studies, clinical trials, materials and supplies, and professional services. The costs of services performed by others in connection with the research and development activities of the Company, including research and development conducted by others, including by our vendors, related parties and third-party service providers on behalf of the Company, is included in research and development costs and expensed as the contracted work is performed. The Company accrues for costs incurred as the services are being provided by monitoring the status of the project and the invoices received from its external service providers. Where contingent milestone payments are due to third parties under research and development arrangements, the milestone payment obligations are expensed when the milestone results are probable to be achieved.

Stock-Based compensation expenses

The Company measures share-based awards, including stock options issued by the Company, and common units in its Former Parent, at their grant-date fair value and records compensation expense over the requisite service period, which is the vesting period of the awards. The Company accounts for forfeitures as they occur.

The grant date fair value of employee and non-employee awards are determined using the Black-Scholes option pricing model, which includes inputs such as the fair value of the Company’s common stock, expected term, risk-free rate, expected stock price volatility over the expected term, and expected dividend yield. For all options granted, the Company calculated the expected term based on the simplified method. The Company has no publicly available stock information and therefore, the Company used the historical volatility of the stock price of similar publicly traded peer companies. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company does not anticipate that dividends will be distributed in the near future.

The absence of an active market for the Company’s common stock requires the Company’s Board of Directors to determine the fair value of its common stock for purposes of granting options. The Company obtains third-party valuations to assist the Board of Directors in determining the fair value of the Company’s common stock.

Recent Accounting Pronouncements

Recently issued and adopted/unadopted accounting pronouncements are described in Note 2 to our audited financial statements contained in our Annual Report.

Emerging Growth Company Status

In April 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Therefore, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

In addition, as an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

●

reduced disclosure about the compensation paid to our executive officers;

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not being required to submit to our stockholder’s advisory votes on executive compensation or golden parachute arrangements;

●

an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes Oxley Act of 2002; and

●

an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation.

We may take advantage of these exemptions until such time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (1) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (2) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (3) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (4) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission. We may choose to take advantage of some but not all of these exemptions.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

~~Disclosure Controls and Procedures~~28

~~Disclosure~~Evaluation ~~controls are procedures that are designed with the objective~~ of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure ~~controls~~ ~~are~~Controls ~~also designed with the objective of ensuring that such information is accumulated~~ and communicated to our management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized, recorded and reported; and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation of our condensed financial statements in conformity with GAAP.Procedures

InOur ~~connection~~chief ~~with~~executive officer and principal financial officer evaluated the ~~preparation~~effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a 15(e) and 15d 15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”), to ~~management~~ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, ~~with~~processed, summarized, and reported within the ~~participation~~time ofperiods specified in SEC rules and forms, and to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our ~~Principal~~management, ~~Executive~~including ~~Officer~~our chief executive officer and ~~Principal~~principal ~~Financial~~financial officer, ~~Officer~~where appropriate, ~~has~~to ~~evaluated~~allow timely decisions regarding required disclosure. Based on the ~~effectiveness~~evaluation of our disclosure controls and procedures as of the ~~design~~Evaluation Date, and ~~operation~~due to the identification of material weaknesses in our ~~disclosure~~internal controls ~~and~~over ~~procedures~~financial reporting (as ~~defined~~of December 31, 2024, as discussed in ~~Exchange~~additional ~~Act~~detail ~~Rule~~in ~~13a-15(e)~~our ~~and~~Annual ~~15d-15(e)).~~Report, ~~Based upon~~which ~~that~~had ~~evaluation~~not been remediated as of the Evaluation Date, our ~~Principal~~principal ~~Executive~~executive officer and ~~Financial~~principal ~~Officer~~financial officer concluded that, as of such date, our disclosure controls and procedures were not effective. As a result, we performed additional analysis as ofdeemed ~~the~~necessary ~~end~~to ofensure that our condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the ~~period~~condensed consolidated ~~covered~~financial bystatements included in this ~~Form~~Quarterly ~~10-Q.~~Report present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented

Changes in Internal Controls Over Financial Reporting

There ~~have~~were ~~been~~ no changes in our internal control over financial reporting identified in ~~connection~~management’s ~~with the~~ evaluation ~~required~~pursuant byto ~~paragraph~~Rules 13a-15(d) ~~of Rule 13a-15~~ or 15d-15(d) of ~~under~~ the Exchange Act ~~that occurred~~ during the ~~quarter~~period ~~ended~~covered ~~September~~by ~~30,~~this ~~2024~~Quarterly ~~that~~Report ~~has~~on Form 10-Q that materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on ~~of the~~ Effectiveness of ~~Control~~Controls

Our management, including our chief executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed ~~conceived~~ and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of ~~the~~a control system must reflect the fact that there are ~~met~~resource constraints, and the benefits of controls must be considered relative to their costs. ~~Because~~Further, because of the inherent limitations ofin ~~any~~all control ~~system~~systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, ~~within a company~~ have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

729

PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

~~There~~We are nonot ~~material~~currently ~~pending~~a party to any legal proceedings, aslitigation ~~defined~~or byclaims, ~~Item~~nor ~~103~~are aware of ~~Regulation~~any ~~S-K~~pending, tothreatened, or unasserted claims, which, weif ~~are~~determined adversely to us, would have a ~~party~~material oradverse ofeffect ~~which~~on ~~any~~our business, financial condition, results of ~~our~~operations ~~property~~or iscash ~~the~~flows. ~~subject~~We may from time to time, ~~other~~be ~~than~~a ~~ordinary~~party ~~routine~~to litigation ~~incidental~~and subject to claims incident to the ~~Company’s~~ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

~~There~~Item ~~are~~1A. noRisk proceedings in which any of the directors, officers or affiliates of the Company, or any registered or beneficial holder of more than 5% of the Company’s voting securities, is an adverse party or has a material interest adverse to that of the Company.Factors

Please carefully consider the information set forth in this Quarterly Report on Form 10-Q and the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”). The risks described in our Annual Report, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our common stock. The occurrence of any of the risks discussed in such filings, or other events that we do not currently anticipate or that we currently deem immaterial, could harm our business, prospects, financial condition and results of operations. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

AsItem a2. ~~“smaller~~Unregistered ~~reporting~~Sales ~~company”~~of ~~as defined~~Equity bySecurities ~~Item~~and 10Use of ~~Regulation S-K, the Company is not required to provide the information required by this Item.~~Proceeds

~~Item~~Recent ~~2. Unregistered~~ Sales of ~~Equity~~Unregistered Securities ~~and Use of Proceeds.~~

~~None~~During the quarter ended March 31, 2025, there were no unregistered sales of our securities that were not reported in a Current Report on Form 8-K.

~~Item 3. Defaults Upon Senior Securities.~~Repurchases

~~None~~The Company did not repurchase any of the Company’s outstanding equity securities during the three months ended March 31, 2025.

Item 43. ~~Mine~~Defaults ~~Safety~~Upon ~~Disclosure.~~Senior Securities

~~Not applicable~~None.

Item 54. ~~Other~~Mine ~~Information.~~Safety Disclosure

~~None~~Not applicable.

Item 65. ~~Exhibits.~~Other Information

~~See~~Rule ~~the Exhibit Index following the signature page to this Form 10~~10b5-Q1 ~~for~~Trading ~~a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.~~Plans

8During the three months ended March 31, 2025, none of our directors or officers entered into, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” that were intended to satisfy the affirmative defense conditions of Rule 10b5-1, in each case as defined in Item 408 of Regulation S-K.

~~SIGNATURES~~30

~~Pursuant~~Item ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~6. Exhibits

Date: October 28, 2024	Venetian-1 Acquisition Corp.
Exhibit Number		Exhibit description	Incorporated by Reference (Form Type)	Filing Date	Filed herewith
	By:	/s/ Ian Jacobs
10.1		Form of Amendment No. 1 to Subscription Agreements, dated January 24, 2025.	8-K	1/30/2025
		Ian Jacobs
10.2§†		Exclusive License Agreement, dated February 13, 2025, by and between Lomond Therapeutics Operating Corporation and Viriom, Inc. (BCL-2 Viriom License Agreement).	8-K	2/20/2025
		Chief Executive Officer, President,
10.3§†		Exclusive License Agreement, dated February 13, 2025, by and between Lomond Therapeutics Operating Corporation and Viriom, Inc. (FLT-3 Viriom License Agreement).	8-K	2/20/2025
		Chief Financial Officer,
10.4		Form of Amendment No. 2 to Subscription Agreements, dated March 24, 2025.	8-K	3/28/2025
		Secretary and Director
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.			X
		(Principal Executive Officer and
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.			X
		Principal Financial Officer)
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.			*
101.INS		Inline XBRL Instance Document.			**
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.			**
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.			**
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.			**
101.LAB		Inline XBRL Taxonomy Extension Presentation Linkbase Document.			**
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.			**
104		Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.			**

*	Furnished herewith.

**	The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

§	Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

†	Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions are both not material and are the type of information that the registrant treats as private or confidential. The registrant agrees to supplementally furnish an unredacted copy of this exhibit to the SEC upon its request.

~~EXHIBIT INDEX~~31

Exhibit No.		Description
3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registration statement on Form 10 of the Company, filed with the U.S. Securities and Exchange Commission on December 21, 2021).
3.2		By-Laws (incorporated by reference to Exhibit 3.2 to the registration statement on Form 10 of the Company, filed with the U.S. Securities and Exchange Commission on December 21, 2021).
4.1		Promissory Note issued by the Company to Mark Tompkins, dated September 24, 2021 (incorporated by reference to Exhibit 10.1 to the registration statement on Form 10 of the Company, filed with the U.S. Securities and Exchange Commission on December 21, 2021).
31.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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

	LOMOND THERAPEUTICS HOLDINGS, INC.

Date: May 20, 2025	By:	/s/ Iain Dukes
		Iain Dukes
		Title: Chief Executive Officer
		(Principal Executive Officer)

Date: May 20, 2025	By:	/s/ Nikolay Savchuk
		Nikolay Savchuk
		Title: President, Chief Operating Officer
		(Principal Financial and Accounting Officer)

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Filing Compare · Lomond Therapeutics Holdings, Inc.