{"url_path":"/sec/hmelf/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1853630/0001213900-26-056780-index.html","accession_number":"0001213900-26-056780","cik":"0001853630","ticker":"HMELF","issuer_name":"Hold Me Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1853630/0001213900-26-056780-index.html","primary_entity_key":"0001853630","primary_entity_name":"Hold Me Ltd"},"word_count":1386,"has_tables":true,"body_markdown":"**ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS**\n\n \n\n*The following discussion and analysis should\nbe read in conjunction with our financial statements and related notes included elsewhere in this annual report on Form 20-F. This discussion\nand other parts of this annual report on Form 20-F contain forward-looking statements based upon current expectations that involve risks\nand uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking\nstatements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this annual report\nin Form 20-F. We report financial information under US GAAP and our financial statements were prepared in accordance with generally accepted\naccounting principles in the United States.*\n\n \n\n*A.*\n*OPERATING\nRESULTS*\n\n \n\n**Comparison of Results of Operations for the\nfinancial years ended December 31, 2025 and 2024**\n\n \n\nThe following table shows information taken from\nour consolidated statements of profit and loss for the years ended December 31, 2025 and December 31, 2024:\n\n \n\n**Revenues**\n\n \n\nWe had no revenues for the year ended December\n31, 2025 as compared to revenues of NIS 55,845 for the year ended December 31, 2024.\n\n \n\n**Tabular Disclosure of Contractual Obligations**\n\n \n\nAs of December 31, 2025, we had the following\ncontractual obligations:\n\n \n\n  \nPayments Due by Period \n\nContractual Obligations \nTotal  \nLess than 1 year  \n1-3 years  \n3-5 years  \nMore than 5 years \n\nDebt Obligations \n 79,235  \n 79,235  \n -  \n -  \n - \n\n  \n    \n    \n    \n    \n   \n\n**Debt to Related Parties(1)** \n 3,600,324  \n 3,600,324  \n -  \n -  \n - \n\n  \n    \n    \n    \n    \n   \n\nTotal \n 3,679,559  \n 3,679,559  \n -  \n -  \n - \n\n \n\n21\n\n \n\n**General and administrative expenses**\n\n \n\nGeneral and administrative expenses decreased\nby NIS 50,657 or approximately 6.8% from NIS 739,681 of expenses in fiscal year ended December 31, 2024 to NIS 689,024 of expenses in\nfiscal year ended December 31, 2025.\n\n \n\n**Research and development expenses**\n\n \n\nWe do not have research and developments expenses\nitemized as specific line items as they are included in the cost of revenues.\n\n \n\n**Net income**\n\n \n\nAs a result of the foregoing, our net income increased\nfrom a loss of NIS 931,888 in fiscal year ended December 31, 2025 from a loss of NIS 758,216 in fiscal year ended December 31, 2024.\n\n \n\n*B.*\n*LIQUIDITY AND CAPITAL\nRESOURCES*\n\n \n\nAs reflected in our financial statements, we had\na cash balance of NIS 13,720, liabilities of NIS 3,679,559 and a net total stockholders’ deficit of NIS 3,551,822 as of December 31,\n2025.\n\n \n\nAs reflected in our financial statements, we\nhad a cash balance of 54,731, liabilities of NIS 3,351,779 and a net total stockholders’ deficit of NIS 2,619,934 as of December 31,\n2024.\n\n \n\nManagement estimates that in order to continue\noperations we will need $80,000 for the next 12 months of operations. Using currently available capital resources, we cannot continue\noperations, unless we raise money from our existing shareholder or from other resources.\n\n \n\nWe currently have no material commitments for\ncapital expenditures. Accordingly, if we are not successful at raising additional funds, there is no assurance that we will have sufficient\ncash to remain in business. Even if we are successful at raising additional funds in the short term, we may be required to raise additional\nfunds, particularly if we are unable to continue generating positive cash flow as a result of our operations. We estimate that based\non current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating\nexpectations, without further financing, for up to 12 months. In addition, our company may, from time to time, receive continued funding\nand capital resources from related parties. However, as of the date of this annual report, such related parties do not have any existing\nobligation to advance funds or working capital to support our business, nor can our company rely on any advance funds from such related\nparties. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary\nfor our ongoing operations and obligations. We may need to raise significant additional capital to fund our operating expenses, pay our\nobligations, and grow our company. We do not anticipate we will be profitable in 2026. Therefore, our future operations may be dependent\non our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining\ncredit facilities, or other financing mechanisms. However, we have no current arrangements to issue any securities. Also, a downturn\nin the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities.\nEven if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts\nowed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional\nequity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences\nor privileges senior to those of existing holders of our common stock. The inability to obtain additional capital will restrict our ability\nto grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will\nlikely be required to curtail our marketing and development plans and possibly cease our operations.\n\n \n\nWe anticipate that depending on market conditions\nand our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial\ndoubt about our ability to continue as a going concern.\n\n \n\nOur liquidity may be negatively impacted by the\nsignificant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance\nrequirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange\nCommission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs\nand to make some activities more time consuming and costly.\n\n \n\n**Cash flows from operating activities**\n\n \n\nThe operating activity has used a net cash amount\nof NIS 272,005.\n\n \n\n22\n\n \n\n**Cash flows used in investing activities**\n\n \n\nNIS 423,137 was provided in the Company investing\nactivity.\n\n \n\n**Cash flows used in financing activities**\n\n \n\nNIS 192.143 was used in financing activity.\n\n \n\n*C.*\n*RESEARCH AND DEVELOPMENT,\nPATENTS AND LICENSES, ETC.*\n\n \n\nThe Company did not conduct any research or development\nefforts in the year ended December 31, 2025. The Company owns no patents.\n\n \n\n*D.*\n*TREND INFORMATION*\n\n \n\nOther than as disclosed elsewhere in this Annual\nReport, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2025 that are reasonably likely\nto have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed\nfinancial information to be not necessarily indicative of future operating results or financial conditions. During 2025, we announced\na proposed acquisition of Synthetic Darwin LLC pursuant to a binding letter of intent, which transaction was subsequently terminated\nby mutual agreement of the parties and was not consummated.\n\n \n\n*E.*\n*CRITICAL ACCOUNTING\nESTIMATES*\n\n \n\nOur discussion and analysis of our financial\ncondition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in\naccordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities\nand revenues and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to\ndisclose the reported amounts of revenues and expenses incurred during the financial reporting period. The most significant estimates\nand assumptions include the valuation of accounts receivable and inventories, useful lives of property, plant and equipment and intangible\nassets, the recoverability of long-lived assets, provision necessary for contingent liabilities, and revenue recognition. We continue\nto evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as\nthe basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.\nSince the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.\nSome of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies\nas disclosed in this Annual Report reflect the more significant judgments and estimates used in preparation of our consolidated financial\nstatements."}