Exhibit 99.2
SENTRY CS LTD.
UNAUDITED CONDENCED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2025
SENTRY CS LTD.
UNAUDITED CONCOLIDATED CONDENSED BALANCE SHEET
(US Dollars in thousands)
| As of September 30, 2025 | ||||
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 1,594 | ||
| Trade account receivables | 3,598 | |||
| Inventories | 1,504 | |||
| Other current assets | 1,364 | |||
| Total current assets | 8,060 | |||
| Property, plant and equipment, net | 1,638 | |||
| Right of use asset | 2,010 | |||
| Software, net | 60 | |||
| Total assets | $ | 11,768 | ||
| Liabilities and shareholders’ deficiency | ||||
| Current liabilities | ||||
| Note payable, related party | $ | 4,045 | ||
| Trade accounts payable | 1,210 | |||
| Lease liabilities | 611 | |||
| Deferred revenues | 3,176 | |||
| Other current liabilities | 3,021 | |||
| Total current liabilities | 12,063 | |||
| Lease liability | 1,645 | |||
| Deferred revenues | 154 | |||
| Total liabilities | 13,863 | |||
| Commitments and contingent liabilities | ||||
| Shareholders’ equity | ||||
| Ordinary shares | 10 | |||
| Ordinary shares A | 10 | |||
| Series B Preferred Shares | 3 | |||
| Series C Preferred Shares | 3 | |||
| Series D Preferred Shares | 5 | |||
| Additional paid-in capital | 54,148 | |||
| Accumulated deficit | (56,273 | ) | ||
| Total shareholders’ deficiency | (2,094 | ) | ||
| Total liabilities and shareholders’ deficiency | $ | 11,768 | ||
The accompanying notes are an integral part of the consolidated condensed financial statements.
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SENTRY CS LTD.
UNAUDITED CONCOLIDATED CONDENSED STATEMENT OF OPERATIONS
(US Dollars in thousands)
| Nine months ended September 30, 2025 | ||||
| Sales | $ | 16,309 | ||
| Cost of sales | 3,870 | |||
| Gross profit | 12,439 | |||
| Operating expenses | ||||
| Research and development expenses | 10,269 | |||
| Sales and marketing expenses | 5,671 | |||
| General and administrative expenses | 2,638 | |||
| Total operating expenses | 18,578 | |||
| Operating loss | 6,139 | |||
| Financial expenses, net | 232 | |||
| Net loss | $ | 6,371 | ||
The accompanying notes are an integral part of the consolidated condensed financial statements.
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SENTRY CS LTD.
UNAUDITED CONCOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICENCY
(US Dollars in thousands)
| Ordinary shares | Series A | Series B | Series C | Series D | Additional paid-in | Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Number | Amount | Number | Amount | Number | Amount | capital | deficit | Total | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | 3,616,813 | 10 | 3,600,000 | 10 | 1,066,299 | 3 | 967,142 | 3 | ─ | ─ | 44,670 | (49,902 | ) | (5,206 | ) | |||||||||||||||||||||||||||||||||||||
| Conversion of short-term loans to shares | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | 1,533,924 | 5 | 9,347 | ─ | 9,352 | |||||||||||||||||||||||||||||||||||||||
| Share based compensation | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | 131 | ─ | 131 | |||||||||||||||||||||||||||||||||||||||
| Exercise of options | 60,125 | (* | ) | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ||||||||||||||||||||||||||||||||||||||
| Shareholder contribution | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | |||||||||||||||||||||||||||||||||||||||
| Net loss | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | ─ | (6,371 | ) | (6,371 | ) | |||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | 3,676,938 | 10 | 3,600,000 | 10 | 1,066,299 | 3 | 967,142 | 3 | 1,533,924 | 5 | 54,148 | (56,273 | ) | (2,094 | ) | |||||||||||||||||||||||||||||||||||||
| (*) | Represent a number smaller than $1. |
The accompanying notes are an integral part of the consolidated condensed financial statements.
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SENTRY CS LTD.
UNAUDITED CONCOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(US Dollars in thousands)
| Nine months ended September 30, 2025 | ||||
| Cash flows from operating activities | ||||
| Net loss | $ | (6,371 | ) | |
| Adjustments to reconcile net loss to net cash in operating activities | ||||
| Noncash items | ||||
| Depreciation | 227 | |||
| Share based compensation | 131 | |||
| Leases non-cash expenses | 201 | |||
| Increase in trade accounts receivables | (3,007 | ) | ||
| Increase in inventories | (619 | ) | ||
| Decrease in other current assets | 486 | |||
| Increase in trade accounts payable | 668 | |||
| Increase in deferred revenue | 1,253 | |||
| Increase in other current liabilities | 773 | |||
| Net cash used in operating activities | (6,258 | ) | ||
| Cash flows from investing activities | ||||
| Additions to property, equipment and software | (855 | ) | ||
| Net cash used in investing activities | (855 | ) | ||
| Cash flows from financial activities | ||||
| Short-term loans from related party | 6,304 | |||
| Net cash provided by financing activities | 6,304 | |||
| Decrease in cash, cash equivalents and restricted cash | (809 | ) | ||
| Cash and cash equivalents beginning of period | 2,403 | |||
| Cash and cash equivalents end of period | $ | 1,594 | ||
| Non-cash activities | ||||
| Conversion of short-term loans to APIC | $ | 9,352 | ||
The accompanying notes are an integral part of the consolidated condensed financial statements.
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SENTRY CS LTD.
NOTES TO THE UNAUDITED CONCOLIDATED CONDENSED FINANCIAL STATEMENTS
(US Dollars in thousands)
Note 1 – General
| A. | SENTRY CS LTD (hereinafter - “the Company”) was incorporated in Israel on July 28, 2016 and began operations during September 2016. During December 2017, the Company established a wholly owned US subsidiary (Sentrycs Inc.). During July 2024, the Company established a wholly owned subsidiary in Netherlands (Sentrycs CS B.V.). |
The Company addresses the issue of the unmonitored or malicious use of commercial drones near or above secure areas and protects these areas from various threats such as public disorder, smuggling and rights violations of airspaces.
| B. | These condensed interim consolidated financial statements have been prepared as of September 30, 2025 and for the nine month period then ended. These condensed interim consolidated financial statements should be read in conjunction with the Company’s most recent annual financial statements and accompanying notes. |
| C. | As of September 30, 2025 the Company incurred accumulated losses of $56,273 and has negative operating cash flow of $6,258 for the nine-month period ended then. As of September 30, 2025 the Company has $1,594 in cash and cash equivalent and additional financing is essential in order to carry out its objective operation. |
The Company has a limited operating history and faces several risks, among them: the effects of technological changes, competition, and the development of new products. Additionally, other risk factors exist such as the nature of the Company’s distribution channels, the ability to manage growth, the loss of key personnel, and the effect of planned expansion of operations on the future results of the Company. The Company has not yet generated sufficient revenues from its operations to fund its full activities and therefore it depends on outside financing and continuation support of its shareholder.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies that have been applied in the preparation of the condensed consolidated interim financial statements are identical to those that were applied in preparation of the Company’s most recent annual financial statements.
NOTE 3 – ADDITIONAL INFORMATION
In March 2025, the Company entered into a share agreement with its shareholder according to which the shareholder converted a loan in the amount of $9,351 to 1,533,924 Preferred D shares.
On November 3, 2025, the Company entered into a share purchase agreement with Ondas Holdings Inc. (“Ondas”) pursuant to which Ondas agreed to acquire 100% of the issued and outstanding share capital of the Company. The transaction was consummated on November 17, 2025, and Ondas became the sole shareholder of the Company. The transaction represents a change in control and did not result in any proceeds being received by the Company. Accordingly, no adjustments have been made to these financial statements as of December 31, 2024 in respect of this transaction.
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