Exhibit 99.2
METAGRAMM SOFTWARE LTD.
DECEMBER 31, 2024
CONTENTS
| F-1 |
To the Shareholders and Board of Directors of Metagramm Software Ltd.

| F-2 |
U.S. dollars in thousands
As of December 31, | ||||||
| Note |
2024 | |||||
| ASSETS | ||||||
| CURRENT ASSETS | ||||||
| Cash and cash equivalents | 18 | |||||
| Other current assets | 14 | |||||
| Total current assets | 32 | |||||
| NON-CURRENT ASSETS | ||||||
| Property and equipment, net | 3 | 2 | ||||
| Intangible assets, net | 4 | 123 | ||||
| Total non-current assets | 125 | |||||
| Total assets | 157 | |||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
METAGRAMM SOFTWARE LTD.
U.S. dollars in thousands (except share data)
As of December 31, | ||||||
| Note | 2024 | |||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| CURRENT LIABILITIES | ||||||
| Accounts payable | ||||||
| Employees and payroll accruals | 4 | |||||
| Related parties | 37 | |||||
| Shareholders loans | 5 | |||||
| Total current liabilities | 353 | |||||
| SHAREHOLDERS’ EQUITY | ||||||
| Ordinary Shares of NIS0.001 par value - Authorized: 10,000,000 shares; Issued and outstanding: 666,643 as of December 31, 2024. | (*) | |||||
| Additional Paid-in capital | 250 | |||||
| Accumulated deficit | (446 | ) | ||||
| Total | (196 | ) | ||||
| Total
liabilities and shareholders’ | 157 | |||||
The accompanying notes are an integral part of these financial statements.
| (*) | Represents an amount less than $1. |
| F-4 |
U.S. dollars in thousands
Year ended December 31, | ||||||
| Note | 2024 | |||||
| Revenues | 137 | |||||
| Costs and Expenses: | ||||||
| Research and development | 6A | 171 | ||||
| Selling and marketing | 6B | 62 | ||||
| General and administrative | 6C | 81 | ||||
| Depreciation and amortization | 3 | 110 | ||||
| Operating loss | 287 | |||||
| Financial expense, net | 110 | |||||
| Net loss | 397 | |||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
U.S. dollars in thousands (except share data)
| Ordinary Shares (*) | Additional Paid-in | Accumulated Surplus | Total | |||||||||||||||||
| Number | Amount | capital | ||||||||||||||||||
| Balance as of January 1, 2024 | 666,643 | (*) | 250 | |||||||||||||||||
| Net loss | - | - | - | (397 | ) | (397 | ) | |||||||||||||
| Balance as of December 31, 2024 | 666,643 | (*) | 250 | ) | ) | |||||||||||||||
| (*) | Represents an amount less than $1. |
The accompanying notes are an integral part of these financial statements.
| F-6 |
U.S. dollars in thousands
Year ended December 31, | ||||
| 2024 | ||||
| Cash flows from Operating Activities | ||||
| Net loss | (397 | ) | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortizations | 110 | |||
| Loss from sale of securities (see note 5) | 88 | |||
| Changes in assets and liabilities items: | ||||
| Increase in other current assets | (1 | ) | ||
| Decrease in loans from related parties | ||||
| Net cash used in operating activities | ) | |||
| Cash flows from Investing Activities | ||||
| Cash received from sale of securities | 99 | |||
| Net
cash | 99 | |||
| Cash flows from Financing Activities | ||||
| Receipt of loans from shareholders | ||||
| Net cash provided by financing activities | ||||
| Decrease in cash and cash equivalents | (32 | ) | ||
| Cash and cash equivalents at beginning of period | 50 | |||
| Cash and cash equivalents at end of period | 18 | |||
The accompanying notes are an integral part of these financial statements.
| F-7 |
NOTES
TO
U.S. dollars in thousands
NOTE 1: GENERAL
A. Organizational Background and Business Overview
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
A. Basis of Presentation and Principles of Consolidation:
The accompanying financial statements include the accounts of the Company and its wholly owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation.
B. Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported of assets and liabilities and disclosure at the date of the financial statements and the reported amounts of income and expense during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, income taxes, deferred taxes, share-based compensation and leases. Actual results could differ from those estimates.
C. Functional Currency and Foreign Currency Transactions
The functional currency is the currency that best reflects the economic environment in which the Company operates and conducts its transactions. The Company’s management believes that the functional currency of the Company is the U.S. dollar.
Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars at each reporting period end in accordance with ASC No. 830 “Foreign Currency Matters.” All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financing income or expenses as appropriate.
D. Cash and cash equivalents
The Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents.
| F-8 |
METAGRAMM SOFTWARE LTD.
NOTES
TO
U.S. dollars in thousands
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
E. Fixed assets
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line basis over the estimated useful lives, at the following annual rate:
| % | ||||
| Computers and office furniture | 33 | |||
F. Revenue Recognition
As described in note 1.A, the Company generates revenues from licensing its products on a subscription basis to business and individual customers. These subscription services revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”).
Subscription services revenue is generated from fees charged to customers for access to the Company’s writing solution. The performance obligation is satisfied ratably over the contract period as the service is provided, commencing when the subscription service is made available to the customer. The Company’s contracts with customers are generally for a term of 12 months.
G. Research and development expenses
Research and development costs are charged to the statements of operations as incurred, except for certain costs relating to internally developed software, which are capitalized.
The Company capitalizes certain internal-use software development costs, consisting of direct subcontractors’ costs associated with creating the internally developed software. Software development projects generally include three stages: (i) the preliminary project stage (all costs expensed as incurred); (ii) the application development stage (costs are capitalized) and (iii) the post implementation/operation stage (all costs expensed as incurred).
The costs capitalized in the application development stage primarily include the costs of designing the application, coding and testing of the system. Capitalized costs are amortized using the straight-line method over the estimated useful life of the software, once it is ready for its intended use.
The Company believes that the straight-line recognition method best approximates the manner in which the expected benefit will be derived. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
The Company didn’t capitalize internal-use software development costs during the year 2024.
| F-9 |
METAGRAMM SOFTWARE LTD.
NOTES
TO
U.S. dollars in thousands
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.)
H. Intangible assets, other than goodwill
Intangible assets with a finite useful life are amortized in a straight line over their estimated useful life subject to impairment testing. A change in the estimated useful life of an intangible asset with a finite useful life is treated prospectively.
The useful life used to amortize intangible assets with a finite useful life is at the following annual rate:
| % | ||||
| Internal-use software | 33 | |||
NOTE 3: PROPERTY AND EQUIPMENT, NET
Composition:
As of December 31, | ||||
| 2024 | ||||
| Cost: | ||||
| Computers and peripheral equipment | $ | 111 | ||
| Office furniture | $ | 1 | ||
| Total cost | $ | 112 | ||
| Less: accumulated depreciation | (110 | ) | ||
| Property and equipment, net | 2 | |||
Depreciation expenses totaled $37 for the year ended December 31, 2024.
NOTE 4: INTANGIBLE ASSETS, NET
Internal-use Software | ||||
| Balance as of January 1, 2024 | 196 | |||
| Amortization recognized during the year | (73 | ) | ||
| As of December 31, 2024 | 123 | |||
| F-10 |
METAGRAMM SOFTWARE LTD.
NOTES
TO
U.S. dollars in thousands
NOTE 5: SHAREHOLDERS LOAN
On April 2, 2023, the Company entered into an agreement with Xylo Technologies Ltd. (“Xylo”). Pursuant to the agreement, the Company allocated to Xylo 133,243 ordinary shares, representing 19.99% of the Company’s ordinary shares following the allocation date.
In consideration of the Company’s ordinary shares allocation, Xylo provided to the Company: (a) Xylo’s ordinary shares in the amount of $250 (b) shareholder loan in the amount of $250 (“Xylo Loan”).
The
Xylo Loan
NOTE 6: ADDITIONAL INFORMATION REGARDING PROFIT AND LOSS ITEMS
Composition:
A. Research and development expenses:
For
the year ended December 31, | ||||
| 2024 | ||||
| Professional services and subcontractors | $ | 55 | ||
| Cloud services and maintenance costs | 116 | |||
| $ | 171 | |||
B. Selling and marketing expenses:
For
the year ended December 31, | ||||
| 2024 | ||||
| Advertising and marketing expenses | $ | |||
| Other | ||||
| $ | 62 | |||
C. General and administrative expenses:
| For
the year ended December 31, | ||||
| 2024 | ||||
| Salaries and related expenses | $ | 51 | ||
| Professional services | 5 | |||
| Other | 25 | |||
| $ | 81 | |||
| F-11 |
METAGRAMM SOFTWARE LTD.
NOTES
TO
U.S. dollars in thousands
NOTE 7: SUBSEQUENT EVENTS
| On March 24, 2025 (the “Closing Date”), the Company’s shareholders entered into a securities exchange agreement with Viewbix Inc. (“Viewbix”), a company incorporated in the State of Delaware (the “Viewbix Agreement”). Pursuant to the Viewbix Agreement, Viewbix acquired 100% of the Company’s shares in exchange for consideration of $5,159. The consideration was paid to the Company’s shareholders in the form of 1,323,000 shares of common stock of Viewbix, representing 19.99% of Viewbix’s issued and outstanding share capital immediately following the acquisition. | |
| In addition, the Company agreed to pay Metagramm’s shareholders cash earn-out payments on a pro rata basis of up to a cumulative sum of $2.0 million, contingent on achieving certain financing and revenue milestones within 3 years following the Closing Date. | |
| F-12 |