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<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">1.</td><td style="font: 10pt Times New Roman, Times, Serif">NATURE OF OPERATIONS AND BASIS OF PRESENTATION</td></tr></table> Organization and Description of Business Zoar Limited (formerly Dr Ashleys Limited) (“Zoar” or the “Company”), a Cayman Islands exempted company limited by shares, was formed on June 6, 2025, for the purpose of becoming the ultimate parent company following the transactions contemplated in a merger and share exchange agreement (the “Merger Agreement”) entered into on June 21,2025, by the Company, Impact Biomedical Inc. (“Impact”), Zoar Nevada Sub Limited (formerly Dr Ashleys Nevada Sub Inc.) (“Merger Sub”), a wholly owned subsidiary of the Company, Zoar Labs Limited (formerly Dr Ashleys Bio Labs Limited) (“Holdco”) and Kanans Visvanats, the sole shareholder of the Holdco (“DA Shareholder”). See Note 5. Commitments and Contingencies for details. The Company’s legal headquarters is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Caymans KYI – 1002, Cayman Islands. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Zoar Limited (formerly Dr Ashleys Limited) (the “Parent”) and its wholly owned subsidiary, Merger Sub (collectively the “Company”). Merger Sub became a wholly owned subsidiary of the Parent on June 10, 2025, upon the allotment of its sole outstanding share to the Parent. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions between the Parent and Merger Sub have been eliminated in consolidation.

<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">2.</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">LIQUIDITY AND GOING CONCERN</td></tr></table> Since inception, the Company has not generated operating revenues. As of March 31, 2026, the Company had approximately $23,820 in cash held in bank accounts, was in a negative working capital position, and had incurred cumulative losses of $88,276. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the date these consolidated financial statements are issued, September 10, 2026. Management’s plans to address these conditions include seeking additional debt and equity financing in the United States (“U.S.”) capital markets and pursuing the completion of the contemplated merger transaction (discussed in Note 1) to support the Company’s working capital requirements and future operations. The Company’s future operating results are subject to various risks and uncertainties, and there can be no assurance that the Company will be able to reduce or eliminate its net losses in the foreseeable future. The Company’s ability to continue as a going concern depends on its ability to successfully execute its business plan, generate sufficient revenues and operating cash flows, and, as necessary, obtain additional financing to meet its obligations as they become due. There can be no assurance that the Company will be successful in generating sufficient revenues or cash flows from operations or obtaining additional financing on acceptable terms, or at all, to fund its ongoing operations and satisfy its obligations. After consideration of management’s plans, substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance date of these consolidated financial statements remains as of September 10, 2026. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

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<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">3.</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</td></tr></table> Recent Accounting Standards and Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. Basis of accounting The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and have been consistently applied. Use of estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. There were no significant estimates for the period ended March 31, 2026. Cash Cash consists of cash held in bank. As of March 31, 2026, the Company held its cash balance at Citibank. Balances may exceed insured limits and therefore may expose the Company to concentration of credit risk. As of March 31, 2026, the Company did not have cash balances in excess of insured limits and not experienced any losses on such balances. General and Administrative Expense General and administrative expenses consist primarily of salaries and related costs for personnel in executive management, finance, corporate and business development, and administrative functions. They also include legal fees relating to patent and corporate matters; professional fees for accounting, auditing, tax, and administrative consulting services; insurance costs; administrative travel expenses; and other operating costs. Comprehensive Loss Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Comprehensive loss consists of net loss and other comprehensive income or loss. For the period from June 6, 2025 (inception) to March 31, 2026, the Company had no components of other comprehensive income or loss. Accordingly, comprehensive loss was equal to net loss for the period. Net Loss per Share The Company calculates basic and diluted earnings/(net loss) per share under ASC Topic 260, Earnings Per Share. Basic earnings/(net loss) per share is computed by dividing the net income/(loss) by the number of weighted-average common shares outstanding for the period. Diluted earnings/(net loss) is computed by adjusting net income/(loss) based on the impact of any dilutive instruments. Diluted earnings/(net loss) per share is computed by dividing the diluted net income/(loss) by the number of weighted-average common shares outstanding for the period including the effect, if dilutive, of any instruments that can be settled in common shares. When computing diluted net income/(loss) per share, the numerator is adjusted to eliminate the effects that have been recorded in net income/(loss) (net of tax, if any) attributable to any liability-classified dilutive instruments. The Company had one ordinary share issued and outstanding during the period from June 6, 2025 (inception) through March 31, 2026 and had no potentially dilutive securities. Accordingly, the weighted-average number of ordinary shares outstanding used in the calculation of both basic and diluted net loss per share was one share, and basic and diluted net loss per share were the same. For the period from June 6, 2025 (inception) through March 31, 2026, the Company reported a net loss of $88,276, resulting in basic and diluted net loss per share of $88,276 per ordinary share. Segment Information The Company applies the provisions of ASC Topic 280, Segment Reporting, including the disclosure requirements of ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Operating segments are components of an entity for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) for purposes of allocating resources and assessing performance. The Company has identified its Managing Director, who is also the Company’s sole shareholder, as its CODM. The Company consists of Zoar Limited and its wholly owned subsidiary, Merger Sub. The CODM reviews the financial information of the Company on a consolidated basis for purposes of assessing performance and allocating resources. During the period from June 6, 2025 (inception) through March 31, 2026, the Company had not commenced revenue-generating operations and its activities were primarily related to corporate organization and the contemplated merger transaction. Based on the manner in which the CODM reviews financial information and manages the Company, management has determined that the Company has one operating segment and one reportable segment. Concentrations of Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents. As of March 31, 2026, substantially all of the Company’s cash and cash equivalents were maintained with one financial institution. The Company has not experienced any losses on its cash and cash equivalents, and management does not believe that it is exposed to significant credit risk with respect to such balances. As of March 31, 2026, the Company had not commenced revenue-generating operations and had no accounts receivable. Accordingly, the Company was not subject to concentration of credit risk associated with customers or accounts receivable. The Company had no material revenue, customer, or supplier concentrations during the period from June 6, 2025 (inception) through March 31, 2026. Emerging growth company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, the Company will not be subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies, which may make comparison of the Company’s consolidated financial statements to those of other public companies more difficult. Related parties and transactions The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards. Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or significant influence.

Recent Accounting Standards and Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Basis of accounting The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and have been consistently applied.

Use of estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. There were no significant estimates for the period ended March 31, 2026.

Cash Cash consists of cash held in bank. As of March 31, 2026, the Company held its cash balance at Citibank. Balances may exceed insured limits and therefore may expose the Company to concentration of credit risk. As of March 31, 2026, the Company did not have cash balances in excess of insured limits and not experienced any losses on such balances.

General and Administrative Expense General and administrative expenses consist primarily of salaries and related costs for personnel in executive management, finance, corporate and business development, and administrative functions. They also include legal fees relating to patent and corporate matters; professional fees for accounting, auditing, tax, and administrative consulting services; insurance costs; administrative travel expenses; and other operating costs.

Comprehensive Loss Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Comprehensive loss consists of net loss and other comprehensive income or loss. For the period from June 6, 2025 (inception) to March 31, 2026, the Company had no components of other comprehensive income or loss. Accordingly, comprehensive loss was equal to net loss for the period.

Net Loss per Share The Company calculates basic and diluted earnings/(net loss) per share under ASC Topic 260, Earnings Per Share. Basic earnings/(net loss) per share is computed by dividing the net income/(loss) by the number of weighted-average common shares outstanding for the period. Diluted earnings/(net loss) is computed by adjusting net income/(loss) based on the impact of any dilutive instruments. Diluted earnings/(net loss) per share is computed by dividing the diluted net income/(loss) by the number of weighted-average common shares outstanding for the period including the effect, if dilutive, of any instruments that can be settled in common shares. When computing diluted net income/(loss) per share, the numerator is adjusted to eliminate the effects that have been recorded in net income/(loss) (net of tax, if any) attributable to any liability-classified dilutive instruments. The Company had one ordinary share issued and outstanding during the period from June 6, 2025 (inception) through March 31, 2026 and had no potentially dilutive securities. Accordingly, the weighted-average number of ordinary shares outstanding used in the calculation of both basic and diluted net loss per share was one share, and basic and diluted net loss per share were the same. For the period from June 6, 2025 (inception) through March 31, 2026, the Company reported a net loss of $88,276, resulting in basic and diluted net loss per share of $88,276 per ordinary share.

-88276

Segment Information The Company applies the provisions of ASC Topic 280, Segment Reporting, including the disclosure requirements of ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Operating segments are components of an entity for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) for purposes of allocating resources and assessing performance. The Company has identified its Managing Director, who is also the Company’s sole shareholder, as its CODM. The Company consists of Zoar Limited and its wholly owned subsidiary, Merger Sub. The CODM reviews the financial information of the Company on a consolidated basis for purposes of assessing performance and allocating resources. During the period from June 6, 2025 (inception) through March 31, 2026, the Company had not commenced revenue-generating operations and its activities were primarily related to corporate organization and the contemplated merger transaction. Based on the manner in which the CODM reviews financial information and manages the Company, management has determined that the Company has one operating segment and one reportable segment.

Concentrations of Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents. As of March 31, 2026, substantially all of the Company’s cash and cash equivalents were maintained with one financial institution. The Company has not experienced any losses on its cash and cash equivalents, and management does not believe that it is exposed to significant credit risk with respect to such balances. As of March 31, 2026, the Company had not commenced revenue-generating operations and had no accounts receivable. Accordingly, the Company was not subject to concentration of credit risk associated with customers or accounts receivable. The Company had no material revenue, customer, or supplier concentrations during the period from June 6, 2025 (inception) through March 31, 2026.

Emerging growth company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, the Company will not be subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies, which may make comparison of the Company’s consolidated financial statements to those of other public companies more difficult. Related parties and transactions The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards. Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or significant influence.

<p id="xdx_806_eus-gaap--StockholdersEquityNoteDisclosureTextBlock_zTqFp2oGX9f3" style="font: 10pt Times New Roman, Times, Serif; display: none; margin: 0pt 0pt 0pt 0.25in; text-align: justify; text-indent: -0.25in"> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">4.</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">SHAREHOLDER’S EQUITY</td></tr></table> Share Allotment of the Founder Shares Upon its incorporation on June 6, 2025, the Company issued one ordinary share, par value $0.0001 per share, to the Zoar HK Limited Shareholder, who became the sole shareholder of the Company. As of March 31, 2026, one ordinary share was issued and outstanding. The aggregate par value of the issued and outstanding ordinary share was $0.0001, which rounds to zero in the accompanying consolidated financial statements. On June 10, 2025, Merger Sub allotted its sole outstanding share of common stock, par value $0.0001 per share, to the Company, resulting in Merger Sub becoming a wholly owned subsidiary of the Company. The equity of Merger Sub Limited has been eliminated in consolidation.

0.0001

<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">5.</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">COMMITMENTS AND CONTINGENCIES</td></tr></table> Merger Background On June 21, 2025, the Company entered into the Merger Agreement with Impact, a Texas-based biopharmaceutical developer listed on the NYSE American under the ticker symbol “IBO,” Merger Sub, Holdco, and the DA Shareholder. Holdco is the parent of the Hong Kong operating subsidiaries Zoar HK Limited and Dr Vishys SIA Limited (“Dr Vishys”), which is not a subsidiary of the Company as of March 31, 2026. The execution of the Merger Agreement was publicly announced on June 23, 2025. On February 27, 2026, the parties entered into Amendment No. 1 to the Merger Agreement (the “February 2026 Amendment”), which modified certain terms and conditions of the Merger Agreement. As of March 31, 2026, the transactions contemplated by the Merger Agreement were not yet consummated, and the Company remained subject to its obligations under the Merger Agreement, as amended. The consummation of the transaction remains subject to the satisfaction or waiver of the applicable closing conditions, and there can be no assurance that the transaction will be completed. On June 30, 2026, the Company, Impact, Merger Sub, Holdco and the DA Shareholder entered into an Amended and Restated Amendment to the Merger Agreement (the “June 2026 Amendment”). The June 2026 Amendment rescinded and superseded in its entirety the February 2026 Amendment and amended certain terms of the Merger Agreement. Among other changes, the June 2026 Amendment provided for <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesAcquisitions_c20260630__20260630__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__us-gaap--TypeOfArrangementAxis__custom--JuneTwentyTwentySixAmendmentMember_zB2EodVuBLU7" title="Share consideration">168,076,000 ordinary shares of the Company as the Company Share Consideration (the “Company Share Consideration”), representing <span id="xdx_902_ecustom--PercentageOfSharesIssuedAndOutstanding_pid_dp_uPure_c20260630__20260630__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__us-gaap--TypeOfArrangementAxis__custom--JuneTwentyTwentySixAmendmentMember_zunUd56Y2kf2" title="Percentage of shares issued and outstanding">93.38% of the total issued and outstanding ordinary shares of the Company at closing. The amendment also provided for the issuance at closing of <span id="xdx_90B_eus-gaap--StockIssuedDuringPeriodSharesAcquisitions_c20260630__20260630__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__us-gaap--TypeOfArrangementAxis__custom--JuneTwentyTwentySixAmendmentMember__srt--TitleOfIndividualAxis__srt--ChiefExecutiveOfficerMember_zDHXwopfepS6" title="Share consideration">22,000 ordinary shares of the Company to the Chief Executive Officer of Impact as compensation shares and an aggregate of <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesAcquisitions_c20260630__20260630__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__us-gaap--TypeOfArrangementAxis__custom--JuneTwentyTwentySixAmendmentMember__dei--LegalEntityAxis__custom--DSSIncMember_zRzsUwMANuXb" title="Share consideration">128,000 ordinary shares of the Company to DSS, Inc. The June 2026 Amendment also established July 1, 2026 as the end date for consummation of the contemplated transactions, subject to extension by mutual written consent of the applicable parties. On August 13, 2026, the parties entered into a Second Amended and Restated Amendment to the Merger Agreement (the “August 2026 Amendment”). The August 2026 Amendment reduced the Company Share Consideration to <span id="xdx_90D_eus-gaap--StockIssuedDuringPeriodSharesAcquisitions_c20260813__20260813__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__us-gaap--TypeOfArrangementAxis__custom--AugustTwentyTwentySixAmendmentMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z6cEMpzzMR3k" title="Share consideration">167,976,000 ordinary shares of the Company, representing <span id="xdx_90A_ecustom--PercentageOfSharesIssuedAndOutstanding_pid_dp_uPure_c20260813__20260813__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__us-gaap--TypeOfArrangementAxis__custom--AugustTwentyTwentySixAmendmentMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zX6Gl3x4kuY5" title="Percentage of shares issued and outstanding">93.32% of the total issued and outstanding ordinary shares of the Company at closing. The August 2026 Amendment also increased the aggregate ordinary shares of the Company to be issued to DSS, Inc. at closing to <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesAcquisitions_c20260813__20260813__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember__us-gaap--TypeOfArrangementAxis__custom--AugustTwentyTwentySixAmendmentMember__dei--LegalEntityAxis__custom--DSSIncMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zVPX4TNt3D2e" title="Share consideration">228,000 shares and extended the end date for consummation of the contemplated transactions to November 20, 2026, subject to further extension by mutual consent of the applicable parties. Except as specifically amended, the Merger Agreement remains in full force and effect. As of the date these consolidated financial statements were issued, the contemplated transactions had not been consummated Pre-Closing Restructuring Zoar HK Limited (formerly Dr Ashleys HK Limited), including the accounts of Dr Vishys as the entities were under common control, underwent a pre-closing restructuring (the “Dr Ashleys Pre-Closing Restructuring”): <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">●</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Formation of Zoar Limited (formerly Dr Ashleys Limited): On June 6, 2025, the Company was formed under the name “Dr Ashleys Limited” as a Cayman Islands exempted company by the DA Shareholder, who was issued one ordinary share of the Company, par value $0.0001 and thereby became the sole shareholder of the Company.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">●</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Formation of Zoar Labs Limited (formerly Dr Ashleys Bio Labs Limited): On June 12, 2025, the Zoar Labs Limited was formed under the name “Dr Ashleys Biolab Limited” as a Cayman Islands exempted company, with the DA Shareholder as the sole shareholder of Zoar Labs Limited. The authorized capital of Zoar Labs Limited is $50 thousand dollars, consisting of 500 million shares at a par value of $0.0001 per share. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">●</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Contribution of Ownership Interests: <span id="xdx_906_eus-gaap--EquityMethodInvestmentAdditionalInformation_c20250612__20250612__srt--ConsolidatedEntitiesAxis__custom--ZoarLabsLimitedMember_zZejRtI4ubka" title="Contribution of ownership interests description">Following the formation of Zoar Labs Limited and execution of the Merger Agreement, on July 7, 2025, the DA Shareholder, as sole shareholder of Zoar HK Limited (then known as Dr Ashleys Limited), a Hong Kong registered company (the “HK Sub”), entered into a Sale and Purchase Agreement with Zoar Labs Limited, pursuant to which he contributed 100% of his shareholding in the capital of the HK Sub to Zoar Labs Limited, in exchange for the issuance of 99 ordinary shares of Zoar Labs Limited, par value $0.0001 per share, to the DA Shareholder. As a result of the contribution, the HK Sub became a wholly owned subsidiary of Zoar Labs Limited, and the DA Shareholder owned 100 ordinary shares of Zoar Labs Limited, par value $0.0001 per share.</td></tr></table> Formation of Merger Sub To facilitate the transactions contemplated by the Merger Agreement, Merger Sub was incorporated in the State of Nevada on May 12, 2025 as a Nevada corporation. Following the incorporation of Zoar Limited on June 6, 2025, on June 10, 2025, the Merger Sub authorized the issuance and allotment of its sole outstanding share of common stock, par value $0.0001 per share, to the Company. As a result of the share allotment, the Merger Sub became a direct wholly owned subsidiary of the Company. Closing Date On the closing date as provided under the Merger Agreement, subject to the satisfactions of the terms and conditions of the Merger Agreement, (i) the Merger Sub will merge with and into Impact, with Impact continuing as the surviving entity and become a wholly owned subsidiary of the Company, and (ii) each share of common stock of Impact issued and outstanding immediately prior to the closing date after giving effect of certain reverse split as provided under the Merger Agreement, shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive one ordinary share of the Company, par value $0.0001 per share (all foregoing transactions, collectively, be referred as the “Merger”). Simultaneous with or immediately following the Merger, the Company shall acquire all of the issued and outstanding of the Zoar Labs Limited (formerly Dr Ashleys Bio Labs Limited) from the DA Shareholder in exchange for the issuance by the Company a number of ordinary shares of the Company, par value $<span id="xdx_901_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20250610__us-gaap--TypeOfArrangementAxis__custom--MergerAgreementMember__srt--ConsolidatedEntitiesAxis__custom--ZoarLabsLimitedMember_zlZqvuaxdwq5" title="Common stock par value">0.0001 per share, to be determined according to the terms of the Merger Agreement, as a result of which the Zoar Labs Limited shall become a wholly-owned Subsidiary of the Company (all foregoing transactions, collectively, be referred as the “Share Exchange”). Registration and Listing The Company plans to register the ordinary shares of the Company to be issued by the Company in the Merger and Share Exchange with the U.S. Securities and Exchange Commission and list these ordinary shares of the Company on the NYSE American. Conditions and Closing Date The Merger and transactions contemplated by the Merger Agreement are subject to approval by the stockholders of Impact and the satisfaction of waiver of other customary closing conditions as provided in the Merger Agreement. As of the date of filing of this report, the Merger has not been consummated. Guarantee and Security Arrangement On June 5, 2026, Dr Ashleys HK Limited (subsequently renamed Zoar HK Limited on June 12, 2026) entered into a repayment agreement (the “Repayment Agreement”) with Peridot Capital Solutions Hong Kong Limited (“Peridot”), a creditor of Zoar HK, relating to approximately $<span id="xdx_904_eus-gaap--AccruedLiabilitiesCurrentAndNoncurrent_iI_c20260324__us-gaap--TypeOfArrangementAxis__custom--RepaymentAgreementMember_zVuTlUz6KDC3" title="Accrued but unpaid principal, fees and charges outstanding">8,000,000 of accrued but unpaid principal, fees and charges outstanding as of March 24, 2026. In connection with the Repayment Agreement, Zoar Limited agreed to provide a corporate guarantee of Zoar HK’s repayment obligations. The repayment obligations are also secured by a personal guarantee from the ultimate shareholder, Kanans Visvanats, and an equitable mortgage over shares pursuant to which Zoar Limited is required to charge not less than 1,334,000 PubCo Shares in favor of Peridot. Upon listing, the charged PubCo Shares are required to maintain a minimum aggregate market value of at least $8,000,000. If the aggregate market value of the charged PubCo Shares falls below $6,000,000, additional shares are required to be charged to restore the aggregate market value to at least $8,000,000. The corporate guarantee and share security provide Peridot with recourse against Zoar Limited and the pledged shares in the event of a default by Zoar HK under the Repayment Agreement and may require Zoar Limited to provide additional collateral if the value of the pledged shares falls below the agreed threshold. On June 8, 2026, the High Court of Hong Kong dismissed the winding-up petition previously filed by Peridot against Zoar HK. The related civil recovery action against Zoar HK remained pending as of the date of this filing.

168076000

0.9338

22000

128000

167976000

0.9332

228000

0.0001

50000

500000000

0.0001

Following the formation of Zoar Labs Limited and execution of the Merger Agreement, on July 7, 2025, the DA Shareholder, as sole shareholder of Zoar HK Limited (then known as Dr Ashleys Limited), a Hong Kong registered company (the “HK Sub”), entered into a Sale and Purchase Agreement with Zoar Labs Limited, pursuant to which he contributed 100% of his shareholding in the capital of the HK Sub to Zoar Labs Limited, in exchange for the issuance of 99 ordinary shares of Zoar Labs Limited, par value $0.0001 per share, to the DA Shareholder. As a result of the contribution, the HK Sub became a wholly owned subsidiary of Zoar Labs Limited, and the DA Shareholder owned 100 ordinary shares of Zoar Labs Limited, par value $0.0001 per share.

0.0001

8000000

1334000

Upon listing, the charged PubCo Shares are required to maintain a minimum aggregate market value of at least $8,000,000. If the aggregate market value of the charged PubCo Shares falls below $6,000,000, additional shares are required to be charged to restore the aggregate market value to at least $8,000,000.

<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0%"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">6.</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">RELATED PARTY </td></tr></table> Kanans Visvanats, also known as the DA Shareholder, is the sole director and sole shareholder of the Company. The DA Shareholder is also the sole director of Merger Sub. As of March 31, 2026, amounts due to the DA Shareholder totaled approximately $112,000. The amounts represent expenses paid or funded on behalf of the Company and are unsecured, non-interest-bearing and due on demand.

112000

<table border="0" cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"> <tr style="vertical-align: top"> <td style="text-align: left; width: 0.25in">7.</td> <td style="text-align: left">EARNINGS PER SHARE</td></tr> </table> Schedule of basic and diluted net earnings per share SCHEDULE OF BASIC AND DILUTED NET EARNINGS PER SHARE <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 80%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1pt; text-align: left">(in thousands of U.S. dollars, except share amounts and per share data)</td><td style="padding-bottom: 1pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">For the period from June 6, 2025 (inception) to March 31, 2026</td><td style="padding-bottom: 1pt; text-align: center; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Numerator:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; width: 76%; text-align: left; padding-bottom: 1pt">Net loss – basic and diluted</td><td style="width: 2%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1pt solid; width: 20%; text-align: right">(88,276</td><td style="width: 1%; padding-bottom: 1pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Denominator:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1pt">Weighted-average ordinary shares used in computing net earnings per share – basic and diluted</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">1</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Net loss per share, basic and diluted*</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(88,276</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> Basic earnings per share (“EPS”) is calculated by dividing net income/(loss) by the weighted-average number of ordinary shares outstanding during the period. Diluted EPS reflects the potential dilutive securities. The Company had no potentially dilutive securities outstanding during the period from June 6, 2025 (inception) to March 31, 2026.

Schedule of basic and diluted net earnings per share SCHEDULE OF BASIC AND DILUTED NET EARNINGS PER SHARE <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 80%"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1pt; text-align: left">(in thousands of U.S. dollars, except share amounts and per share data)</td><td style="padding-bottom: 1pt; text-align: center; font-weight: bold"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">For the period from June 6, 2025 (inception) to March 31, 2026</td><td style="padding-bottom: 1pt; text-align: center; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Numerator:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; width: 76%; text-align: left; padding-bottom: 1pt">Net loss – basic and diluted</td><td style="width: 2%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1pt solid; width: 20%; text-align: right">(88,276</td><td style="width: 1%; padding-bottom: 1pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Denominator:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 10pt; text-align: left; padding-bottom: 1pt">Weighted-average ordinary shares used in computing net earnings per share – basic and diluted</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">1</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Net loss per share, basic and diluted*</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(88,276</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table>

-88276

<table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">8.</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">SUBSEQUENT EVENTS</td></tr></table> The Company evaluated subsequent events and transactions that occurred through September 10, 2026, the date the financial statements were issued. Management has concluded that the following events represent non-recognized subsequent events. Accordingly, no adjustments have been made to the accompanying consolidated financial statements. Amendment to Merger and Share Exchange Agreement Subsequent to March 31, 2026, the parties entered into the June 2026 Amendment and the August 2026 Amendment to the Merger Agreement. See Note 5 - Commitments and Contingencies for a description of those amendments. Bridge Loan Financing On July 7, 2026, Merger Sub and Zoar HK, as co-borrowers (the “Borrowers”), entered into a loan agreement (the “Loan Agreement”) with J.J. Astor & Co. (“J.J. Astor” or the “Lender”). Pursuant to the Loan Agreement, the Borrowers were permitted to borrow up to $<span id="xdx_90B_eus-gaap--DebtInstrumentUnusedBorrowingCapacityAmount_iI_pn5n6_c20260707__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember_zWzV0ypfTgyg" title="Debt borrowing amount">6.0 million, consisting of an initial tranche of $<span id="xdx_90A_eus-gaap--DebtInstrumentUnusedBorrowingCapacityAmount_iI_pn5n6_c20260707__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember__us-gaap--VestingAxis__us-gaap--ShareBasedCompensationAwardTrancheOneMember_zghwqZs3Y1qb" title="Debt borrowing amount">3.0 million and, subject to the lender’s sole discretion, an additional tranche of up to $<span id="xdx_908_eus-gaap--DebtInstrumentUnusedBorrowingCapacityAmount_iI_pn5n6_c20260707__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember__us-gaap--VestingAxis__us-gaap--ShareBasedCompensationAwardTrancheTwoMember_zgeAL8cl4Vp1" title="Debt borrowing amount">3.0 million. The loan agreement was amended on July 10, 2026 to designate July 10, 2026 as the initial funding date. The Borrowers are required to use the net proceeds of the loans for general working capital purposes. The borrowers’ obligations under the Loan Agreement are guaranteed by Zoar Limited and Zoar Labs, and secured by a senior first-priority lien and security interest in the assets and properties of the borrowers and guarantors pursuant to the related transaction documents. The Loan Agreement includes covenant and default provisions. On July 10, 2026 and August 28, 2026, the Loan Agreement was funded in two tranches, with a total principal amount of $<span id="xdx_902_eus-gaap--DebtInstrumentIssuedPrincipal_pn5n6_c20260710__20260710__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember__us-gaap--VestingAxis__us-gaap--ShareBasedCompensationAwardTrancheTwoMember_zKeQxPHZ34md" title="Debt principal amount"><span id="xdx_909_eus-gaap--DebtInstrumentIssuedPrincipal_pn5n6_c20260828__20260828__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember__us-gaap--VestingAxis__us-gaap--ShareBasedCompensationAwardTrancheTwoMember_zuMkPxDG0PR8" title="Debt principal amount">7.3 million. The total funding amount of the Loan Agreement was $<span id="xdx_906_eus-gaap--DebtInstrumentIssuedPrincipal_pn5n6_c20260710__20260710__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember_zezumN3NSAq4" title="Debt principal amount"><span id="xdx_908_eus-gaap--DebtInstrumentIssuedPrincipal_pn5n6_c20260828__20260828__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember_zuen7ZXiYL1a" title="Debt principal amount">5.5 million, with the Borrowers receiving total proceeds of $<span id="xdx_90F_eus-gaap--ProceedsFromOtherDebt_pn5n6_c20260710__20260710__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember_z5uK7K2ju2E3" title="Proceeds from debt"><span id="xdx_902_eus-gaap--ProceedsFromOtherDebt_pn5n6_c20260828__20260828__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember_zOLbKQCqJT99" title="Proceeds from debt">5.1 million, net of fees. Each tranche of the Loan Agreement matures on <span id="xdx_908_eus-gaap--DebtInstrumentMaturityDate_dd_c20260710__20260710__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember_z8ggkALKK5S1" title="Debt maturity">June 29, 2026 and <span id="xdx_90F_eus-gaap--DebtInstrumentMaturityDate_dd_c20260828__20260828__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--LoanAgreementMember_zRFZ09ZCEWn6" title="Debt maturity">August 20, 2027, respectively. Merger Sub received the net proceeds of both loans and accordingly, is the primary beneficiary of the loan agreement.

6000000.0

3000000.0

7300000

5500000

5100000

2026-06-29

2027-08-20