14 unchanged sentences
Advance to suppliers – related party
−Removed: Advance to suppliers
+Added: Advance to supplier
Prepayment - related party (current)
3 unchanged sentences
Prepayment - related party
+Added: Long-term investment
LIABILITIES AND STOCKHOLDERS’ EQUITY
11 unchanged sentences
TOTAL LIABILITIES
+Added: and contingencies
Stockholders’ equity
−Removed: Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 22,600,363 and 22,595,363 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
+Added: Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 22,600,363 and 22,595,363 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
Additional paid-in capital
−Removed: Accumulated deficits
+Added: Accumulated deficit
( 27,368,238 )
5 unchanged sentences
ROBOTICS CORPORATION
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
+Added: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Three months ended
+Added: Six months ended
Product revenue
5 unchanged sentences
Product cost - related party
+Added: ( 1,746,262 )
Delivery and freight cost
2 unchanged sentences
( 1,130,694 )
+Added: ( 2,434,888 )
OPERATING EXPENSES
General and administrative expenses
+Added: ( 1,739,135 )
+Added: ( 1,601,648 )
Sales and marketing expenses
2 unchanged sentences
( 1,001,617 )
−Removed: INCOME (LOSS) FROM OPERATIONS
+Added: ( 1,799,224 )
+Added: ( 2,237,700 )
+Added: LOSS FROM OPERATIONS
+Added: ( 1,482,788 )
OTHER INCOME (EXPENSES)
3 unchanged sentences
Interest expense
−Removed: Total Other Income , Net
−Removed: INCOME (LOSS) BEFORE INCOME TAX
−Removed: Income tax expense
−Removed: NET INCOME (LOSS)
+Added: Total Other Income (loss), Net
+Added: LOSS BEFORE INCOME TAX
+Added: Income tax benefit (expense)
+Added: $ ( 175,730 )
+Added: $ ( 228,913 )
+Added: $ ( 306,090 )
Other comprehensive loss
−Removed: TOTAL COMPREHENSIVE INCOME (LOSS)
−Removed: NET INCOME (LOSS) PER SHARE:
−Removed: NET INCOME(LOSS) PER SHARE:
+Added: TOTAL COMPREHENSIVE LOSS
+Added: $ ( 175,912 )
+Added: $ ( 228,976 )
+Added: $ ( 306,263 )
+Added: NET LOSS PER SHARE:
+Added: NET LOSS PER SHARE:
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
13 unchanged sentences
$ ( 2,408,902 )
+Added: Kami subscription contribution
+Added: Other comprehensive loss
+Added: Balance as of June 30, 2025
+Added: $ ( 2,776,678 )
Balance as of January 1, 2026
1 unchanged sentence
Issuance of shares from exercise of warrants
−Removed: Net income (loss)
Other comprehensive loss
1 unchanged sentence
$ ( 27,192,508 )
+Added: Net income (loss)
+Added: Other comprehensive loss
+Added: Balance as of June 30, 2026
+Added: $ ( 27,368,238 )
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
1 unchanged sentence
CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Three months ended
+Added: Six months ended
CASH FLOWS FROM OPERATING ACTIVITIES
−Removed: Net income (loss)
−Removed: Adjustments to reconcile net income (loss) to net cash (used in)/provided by operating activities:
+Added: $ ( 306,090 )
+Added: Adjustments to reconcile net loss to net cash (used in)/provided by operating activities:
Provision for warranty
10 unchanged sentences
Advance to suppliers
+Added: Advance to suppliers – related party
+Added: ( 1,056,527 )
Prepayment - related party
+Added: Accounts payable
Accounts payable - related party
+Added: ( 3,425,910 )
Accrued and other liabilities
5 unchanged sentences
CASH FLOWS FROM INVESTING ACTIVITIES
+Added: Long-term investment
+Added: ( 1,000,000 )
Repayment of note receivable - stockholder
2 unchanged sentences
$ ( 1,000,000 )
+Added: $ ( 529,432 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercised warrants
−Removed: Net cash provided by financing activities
−Removed: Effect of changes of foreign exchange rate on cash and cash equivalent
+Added: Capital contribution from the shareholder
+Added: Repayment of short-term loan
+Added: Net cash provided by (used in) financing activities
+Added: $ ( 321,982 )
+Added: Effect of exchange-rate changes on cash and cash equivalents
Net decrease in cash and cash equivalents
+Added: ( 2,460,248 )
Cash and cash equivalents - beginning of the period
4 unchanged sentences
NON-CASH INVESTING AND FINANCING ACTIVITIES
+Added: Common shares issued but not paid
+Added: Right-of-use asset obtained in exchange for lease obligation
Unpaid deferred offering cost
6 unchanged sentences
The Company conducts its operations through its wholly owned subsidiaries.
−Removed: Company and its consolidated subsidiaries as of March 31, 2026 are as follows:
+Added: Company and its consolidated subsidiaries as of June 30, 2026 are as follows:
SCHEDULE OF COMPANY AND ITS SUBSIDIARIES AND CONSOLIDATED ENTITIES
−Removed: of Incorporation
−Removed: of Incorporation
+Added: Incorporation
+Added: Incorporation
Robotics Corporation (F/K/A AlphaVest Acquisition Corp.)
10 unchanged sentences
manufacturing and operational activities related to the Company’s robotics products.
−Removed: As of March 31, 2026, AMCV had not commenced
−Removed: material revenue-generating operations.
−Removed: The Company has begun initial operational setup activities, including administrative, hiring,
−Removed: and procurement functions.
−Removed: The accompanying unaudited condensed consolidated financial statements include the accounts of AMCV from its
−Removed: date of incorporation, and its impact on the Company’s financial position as of March 31, 2026 and results of operations for the
−Removed: period from its date of incorporation through March 31, 2026 was not material.
+Added: As of June 30, 2026, AMCV had not generated
+Added: external revenues and continued to conduct operational setup activities, including administrative, hiring, procurement, and manufacturing
+Added: support functions.
+Added: The accompanying unaudited condensed consolidated financial statements include the accounts of AMCV from its date
+Added: of incorporation.
+Added: Although AMCV incurred operating expenses during the six months ended June 30, 2026, its impact on the Company’s
+Added: consolidated financial position and results of operations remained immaterial.
Recapitalization and Basis of Presentation
16 unchanged sentences
Stockholders’ Equity.
−Removed: of December 31, 2025, the Company had 22,595,363 shares of common stock issued and outstanding.
−Removed: During the three months ended March 31,
−Removed: 2026, there were no significant changes to the Company’s capital structure, except for the exercise of 5,000 warrants for 5,000
−Removed: common shares.
+Added: of June 30, 2026, the Company had 22,600,363 shares of common stock issued and outstanding.
+Added: During the six months ended June 30, 2026,
+Added: there were no significant changes to the Company’s capital structure, except for the exercise of 5,000 warrants for 5,000 shares
+Added: of common stock.
Interest Entities
8 unchanged sentences
deconsolidated these entities as of that date.
−Removed: as of March 31, 2026, the Company does not have any VIEs and does not have any continuing involvement with or exposure to losses from
−Removed: Xiaoyun or Yishijue.
−Removed: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
−Removed: Basis of Presentation and Principles of Consolidation
+Added: as of June 30, 2026, the Company does not have any VIEs and does not have any continuing involvement with Xiaoyun or Yishijue through
+Added: the former VIE contractual arrangements or exposure to losses as the primary beneficiary of either entity.
+Added: Following the deconsolidation,
+Added: Xiaoyun and Yishijue have been treated as related parties, and the Company continued to engage in limited ordinary-course and transitional
+Added: transactions with these entities, as further described in Note 6 – Related Party Balances and Transactions.
+Added: OF SIGNIFICANT ACCOUNTING POLICIES
+Added: of Presentation and Principles of Consolidation
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.
6 unchanged sentences
The results of
−Removed: operations for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the full
−Removed: year ending December 31, 2026.
+Added: operations for the six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the full year
+Added: ending December 31, 2026.
condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements
and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
−Removed: Company’s fiscal year-end date is December 31.
−Removed: preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management
−Removed: to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
−Removed: liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.
−Removed: makes these estimates using the best information available at the time the estimates are made;
−Removed: however actual results could differ from
−Removed: those estimates.
−Removed: Significant items subject to such estimates and assumptions include, but are not limited to, allowance for credit losses,
−Removed: valuation of inventory, estimated replacement rates to calculate warranty liabilities and warranty expenses.
Currency translation
1 unchanged sentence
dollar (“USD”).
−Removed: The functional currency of AMC Robotics Corporation and its
−Removed: wholly owned U.S.
−Removed: subsidiary is USD.
−Removed: The functional currency of the Company’s Vietnam subsidiary, AMCV Company Limited (“AMCV”),
−Removed: is the Vietnamese Dong (“VND”).
+Added: The functional currency of the Company and AMC, its wholly
+Added: subsidiary, is the USD.
+Added: The functional currency of the Company’s Vietnam subsidiary, AMCV, is the Vietnamese Dong (“VND”).
denominated in currencies other than the functional currency are translated at exchange rates prevailing on the transaction dates, with
4 unchanged sentences
are recorded in accumulated other comprehensive income (loss).
−Removed: the three months ended March 31, 2026, the Company used the following exchange rates for its Vietnam subsidiary:
+Added: the six months ended June 30, 2026, the Company used the following exchange rates for its Vietnam subsidiary:
SCHEDULE OF FOREIGN CURRENCY TRANSLATION
−Removed: Period ended March 31, 2026
−Removed: Balance sheet, except for equity accounts
+Added: Period ended June 30, 2026
+Added: Balance sheet,
+Added: except for equity accounts
VND to $ 1 USD
−Removed: Income statement and cash flows
+Added: Income statement and cash
VND to $ 1 USD
−Removed: a result of applying the above translation methodology, the Company recorded a foreign currency translation loss of approximately $ 487
−Removed: for the three months ended March 31, 2026, which is included in accumulated other comprehensive loss in the unaudited condensed consolidated
−Removed: balance sheets and in other comprehensive loss in the condensed consolidated statements of operations and comprehensive income (loss).
−Removed: This translation adjustment primarily relates to the Company’s investment in its Vietnam subsidiary, AMCV Company Limited, whose
−Removed: net assets are denominated in Vietnamese Dong.
−Removed: The adjustment arises from translating AMCV’s net assets at period-end exchange
−Removed: rates while equity balances are maintained at historical exchange rates in accordance with ASC 830.
−Removed: to the deconsolidation of Shanghai Xiaoyun Technology Limited and Kunshan Yishijue Technology Limited on December 1, 2025, these VIE
−Removed: entities used the Renminbi (“RMB”) as their functional currency.
−Removed: Assets and liabilities were translated at period-end exchange
−Removed: rates, while revenues and expenses were translated at average exchange rates during the period.
−Removed: For the three months ended March 31,
−Removed: 2025, the Company recognized a foreign currency exchange loss of approximately $ 110 , which was included in other income (expense), net.
−Removed: The following table presents the RMB exchange rates used for translation purposes during the three months ended March 31, 2025:
−Removed: sheet, except for equity accounts
−Removed: statement and cash flows
+Added: For the six months ended June 30, 2026, the Company recognized a foreign currency translation loss of approximately $ 669
+Added: in other comprehensive loss, primarily related to the translation of AMCV’s VND-denominated financial statements.
+Added: to the deconsolidation of Xiaoyun and Yishijue on December 1, 2025, these VIE entities used the Renminbi (“RMB”) as their
+Added: functional currency.
+Added: For the six months ended June 30, 2025, the Company recognized a foreign currency translation
+Added: loss of approximately $ 173 in other comprehensive loss.
+Added: The following table presents the RMB exchange rates used for translation purposes
+Added: during the six months ended June 30, 2025:
+Added: Balance sheet, except for equity accounts
+Added: RMB to $ 1 USD
+Added: Income statement and cash flows
+Added: RMB to $ 1 USD
and Cash Equivalents
−Removed: consists of cash on deposit with financial institutions that is unrestricted as to withdrawal or use.
−Removed: Cash equivalents include highly
−Removed: liquid investments with original maturities of three months or less at the time of purchase.
purposes of the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid investments with an
original maturity of three months or less when purchased to be cash equivalents.
−Removed: Cash equivalents primarily consist of investments in
−Removed: money market funds.
−Removed: of March 31, 2026 and December 31, 2025, the Company had cash and cash equivalent balances of $ 6,632,619 and $ 7,004,601 , respectively.
−Removed: Cash equivalents include investments in money market funds with original maturities of three months or less.
−Removed: Company maintains its cash balances with financial institutions in the United States.
−Removed: These balances may, at times, exceed federally
−Removed: insured limits of $ 250,000 per depositor per financial institution provided by the Federal Deposit Insurance Corporation (“FDIC”).
−Removed: A portion of these balances, including amounts held in money market accounts, were not insured by the FDIC.
−Removed: The Company has not experienced
−Removed: any losses on these accounts and management believes the Company is not exposed to significant credit risk on such balances.
+Added: Cash equivalents primarily consist of money market funds.
+Added: of June 30, 2026 and December 31, 2025, the Company had cash and cash equivalents of $ 4,544,353 and $ 7,004,601 , respectively.
Receivable and Accounts Receivable - Related Party
−Removed: receivable is stated at the amount the Company expects to collect from customers through e-commerce platforms.
Accounts receivable -
1 unchanged sentence
Refer to Note 6 - Related Party Balances and Transactions.
−Removed: Company evaluates expected credit losses on accounts receivable, including related party balances, using a loss-rate method in accordance
−Removed: with ASC 326, which considers historical loss experience, current conditions, and reasonable and supportable forecasts.
−Removed: of March 31, 2026 and December 31, 2025, no allowance for expected credit losses was recorded, as substantially all receivables are due
−Removed: from customers and related parties with ongoing business relationships and are subject to regular settlement, and historical credit losses
−Removed: have been insignificant.
−Removed: The Company writes off receivables when collection is no longer considered probable.
−Removed: To date, the Company has
−Removed: not experienced material credit losses on accounts receivable or accounts receivable - related party.
+Added: Company evaluates expected credit losses on accounts receivable, including related party balances, in accordance with ASC 326 using
+Added: a loss-rate method that considers historical loss experience, current conditions, and reasonable and supportable
+Added: of June 30, 2026 and December 31, 2025, no allowance for expected credit losses was recorded, as historical credit losses have been insignificant and management determined
+Added: that expected credit losses were not material.
receivable - related party
−Removed: receivables - related party primarily consist of amounts due from Kami Vision Incorporated (“Kami”) for marketing-related
−Removed: activities and from Ants Technology (HK) Limited (“Ants”) for operational and settlement-related transactions.
−Removed: presented in the condensed consolidated balance sheets are net of any allowance for expected credit losses.
−Removed: Refer to Note 6 - Related
−Removed: Party Balances and Transactions.
−Removed: Company evaluates expected credit losses on other receivables - related party in accordance with ASC 326 using a loss-rate method,
−Removed: as described in “Accounts Receivable and Accounts Receivable - Related Party.”
−Removed: of March 31, 2026 and December 31, 2025, no allowance for expected credit losses was recorded, as management determined that the risk
−Removed: of non-collection is not significant based on historical experience and ongoing settlement activity.
+Added: receivables - related party primarily consist of amounts due from Kami for marketing-related activities and from Ants Technology (HK)
+Added: Limited (“Ants”) for operational and settlement-related transactions.
+Added: Company evaluates expected credit losses on other receivables - related party in accordance with ASC 326 using a loss-rate methodology
+Added: described in “Accounts Receivable and Accounts Receivable - Related Party” above.
+Added: of June 30, 2026 and December 31, 2025, no allowance for expected credit losses was recorded, as management determined that expected credit losses were not material.
consist primarily of finished goods and include product costs and freight-in costs.
−Removed: Product costs are determined using the moving average
−Removed: Freight-in costs are capitalized as part of inventory and allocated to products based on average cost per unit.
−Removed: are stated at the lower of cost or net realizable value (“NRV”).
−Removed: The Company evaluates inventories on a periodic basis and
−Removed: records write-downs when the carrying value exceeds estimated NRV due to factors such as obsolescence, changes in demand, or market conditions.
−Removed: NRV is defined as the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal,
−Removed: and transportation.
−Removed: Any write-downs are recorded in cost of revenues in the period identified.
−Removed: significant portion of the Company’s inventories is purchased from related parties, including ZKCam Technology Limited.
−Removed: Note 6 - Related Party Balances and Transactions and Note 10 - Concentration Risk for additional information.
−Removed: The Company has obtained
−Removed: extended payment terms from these suppliers, which may exceed standard commercial terms.
−Removed: Company generated revenues of $ 1,184,616 and $ 1,792,525 for the three months ended March 31, 2026 and 2025, respectively.
+Added: Inventories are stated at the lower of cost or net realizable value (“NRV”).
+Added: Inventory write-downs, if any, are recognized in cost of revenues when carrying amounts exceed estimated NRV.
+Added: significant portion of the Company’s inventories is purchased from related parties.
+Added: Refer to Note 6 - Related Party Balances and Transactions and Note 11 - Concentration Risk for additional information.
+Added: Company generated revenues of $ 937,177 and $ 2,121,793 for the three and six months ended June 30, 2026, respectively, compared with $ 1,397,275
+Added: and $ 3,189,800 for the corresponding periods ended June 30, 2025.
SCHEDULE OF REVENUE
Three months ended
+Added: Six months ended
Product revenue
1 unchanged sentence
Revenue share - related party
−Removed: Intelligent Information Service - related party
−Removed: AI Service Sharing - related party
Total revenues
2 unchanged sentences
of promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to
−Removed: The Company applies the five-step model to each of its revenue streams, as described below.
−Removed: Revenue is reported net of value
−Removed: Company generates product revenue from both third-party customers and related parties, including ZKCam Technology Limited., Shanghai
−Removed: Xiaoyun Technology Co., Ltd.
−Removed: and Kunshan Technology Co., Ltd.
−Removed: product sales via e-commerce platforms, primarily Amazon, as well as direct sales to customers, contracts are established through customer
−Removed: The Company has a single performance obligation to deliver products to customers.
−Removed: The transaction price is the fixed sales price,
−Removed: net of promotional discounts offered on the platforms.
−Removed: As there is a single performance obligation, the transaction price is fully allocated
−Removed: to product delivery.
−Removed: is recognized at a point in time when control of the products transfers to the customer, which is generally upon shipment.
−Removed: platforms facilitate shipping and collection;
−Removed: however, the Company retains control of the products prior to transfer.
+Added: Revenue is reported net of applicable value
+Added: Company generates product revenue from both third-party customers and related parties, including ZKCam Technology Limited, Xiaoyun and
+Added: from product sales is recognized at a point in time when control of the products transfers to the customer, generally upon shipment or
+Added: delivery, depending on the contractual terms.
product sales to related parties, including Kami and ZKCam, the terms are generally consistent with those of third-party transactions.
−Removed: The Company recognized the revenue from product sales - related party at a point in time when control of the products is transferred
−Removed: to the related party customer, which is generally upon shipment or delivery, depending on the contractual terms.
−Removed: are typically received within 3 to 14 days after shipment for e-commerce sales or based on agreed terms for related party transactions.
−Removed: As payments are not generally received in advance, no deferred revenue is recorded.
Share – Related Party (Kami)
−Removed: revenue sharing arrangements with its related party, Kami, related to cloud-based services & AI service sharing and intelligent information
+Added: revenue-sharing arrangements with its related party, Kami, relate to cloud-based services, AI service sharing and intelligent information
services & AI service sharing
−Removed: Company enters into a revenue sharing agreement with Kami, under which the Company refers customers to Kami’s cloud-based services,
−Removed: including video storage, image analysis and alert-based features.
−Removed: The Company’s performance obligation is to provide referral services,
−Removed: and it does not control the underlying services provided by Kami.
−Removed: is recognized when an end user referred by the Company subscribes to Kami’s cloud services and makes a payment.
−Removed: Kami provides the
−Removed: Company with a monthly statement summarizing the revenue share generated from customers referred by the Company.
−Removed: The Company recognizes
−Removed: revenue in the period in which the underlying subscription revenue is earned by Kami and reported to the Company.
−Removed: the original agreement, the Company was entitled to 30% of subscription revenues for new customers during the first year of subscription,
−Removed: 15% during the second year, and no revenue share thereafter.
−Removed: Effective July 1, 2025, the Company entered into an amended agreement with
−Removed: Kami, under which the Company is entitled to 30% of subscription revenues for new customers referred by the Company during the first
−Removed: three years of their recurring subscriptions.
−Removed: In accordance with ASC 606-10-25-12, this modification is not accounted for as a separate
−Removed: contract, as it does not increase the scope of the contract nor does the pricing reflect standalone selling prices for additional goods
−Removed: Accordingly, the modification is accounted for prospectively and did not result in any adjustment to revenue previously
−Removed: transaction price for the revenue share is based on fixed contractual percentages of subscription revenues earned by Kami from referred
−Removed: customers and does not include variable consideration or non-cash consideration.
−Removed: The Company has concluded that it acts as an agent in
−Removed: this arrangement and therefore recognizes revenue on a net basis representing its share of the consideration received.
−Removed: January 2026, based on the existing cloud services, a new AI service module has been developed, which utilizes AI technology to achieve
−Removed: capabilities such as face recognition, motion capture, and fall detection provided to end users.
−Removed: Revenue generated from these services
−Removed: is included within “Revenue Sharing - related party” in the accompanying condensed consolidated statements of operations.
−Removed: sharing ratio of revenue AI service and is consistent , at 30%
+Added: Company has entered into a revenue-sharing agreement with Kami, under which the Company refers customers to Kami’s cloud-based
+Added: The Company does not control the underlying services provided by Kami and acts as an agent in the arrangement.
+Added: Accordingly, revenue is recognized on a net basis representing the Company’s contractual share of the underlying subscription revenue
+Added: earned by Kami from referred customers.
+Added: July 1, 2025, the
+Added: agreement was amended to provide the Company with 30% of subscription revenues from new customers referred by the Company during the
+Added: first three years of their recurring subscriptions.
+Added: The modification is accounted for prospectively.
+Added: January 2026, a new AI service module was added to the existing cloud services, providing AI-enabled capabilities such as face
+Added: recognition, motion capture, and fall detection.
+Added: Revenue generated from these services is included within “Revenue Share - related
+Added: party” in the accompanying condensed consolidated statements of operations.
+Added: The Company’s revenue-sharing percentage for AI
+Added: services is 30%.
information services
2 unchanged sentences
monetization channels developed and operated by its business partners.
−Removed: Company does not control the underlying services provided to end users and does not have an ongoing obligation to perform services after
−Removed: the initial enablement.
−Removed: Accordingly, the Company’s role is limited to facilitating access to these arrangements, and it participates
−Removed: in a share of revenues generated by its business partners.
−Removed: is recognized when the underlying services are delivered by the business partners to end users and the related consideration is earned
−Removed: and becomes determinable.
−Removed: The Company recognizes revenue on a net basis, representing its share of the amounts received, consistent with
−Removed: its conclusion that it acts as an agent in these arrangements.
−Removed: Revenue generated from these services is included within “Revenue
−Removed: Sharing - related party” in the accompanying condensed consolidated statements of operations.
+Added: The Company does not control the underlying services provided to end users and acts as an agent in these arrangements.
+Added: Revenue is recognized on a net basis when the underlying services are delivered by the business partners and the related consideration
+Added: is earned and becomes determinable.
+Added: Revenue generated from these services is included within “Revenue Share - related party”
+Added: in the accompanying condensed consolidated statements of operations.
Return Policy
−Removed: Company has a product return policy that permits e-commerce platform customers in North America to return products within 30 days from
−Removed: the date of purchase.
−Removed: For items purchased during the holiday season from October to December, the return period is extended until the
−Removed: end of January in the following year.
−Removed: For customers in Europe, the return period for e-commerce platforms is 30 days from the date of
−Removed: Within these specified periods, the Company offers a full refund for returned products, provided the return criteria are met.
−Removed: Company recognizes revenues adjusted for returns based upon the e-commerce platform statements, which reflect the actual refunds for
−Removed: The Company reviews the subsequent statements after the reporting date and adjusts revenue for returns related to sales in the
−Removed: reporting period accordingly.
−Removed: For returns occurring during the reporting period, adjustments are made in the month of the return.
−Removed: the three months ended March 31, 2026 and 2025, the Company’s revenue was not significantly impacted by returns due to the short-term
−Removed: free return policy.
−Removed: revenue sharing derived from related party arrangements with Kami, including revenue sharing from cloud-based service and intelligent
−Removed: information service, there are no product return rights or refund obligations applicable to the Company.
−Removed: These revenues are based on
−Removed: subscription or service usage by end users of Kami’s platform and are recognized based on amounts reported by Kami.
−Removed: returns or refund estimates are recorded for these revenue streams.
−Removed: Company provides standard product warranties to customers who purchase products through e-commerce platforms.
−Removed: For customers in North
−Removed: America, the Company offers a one-year warranty from the date of purchase covering replacement of malfunctioning products.
−Removed: For customers
−Removed: in Europe, the warranty period extends to two years from the date of purchase.
−Removed: warranties are assurance-type warranties as defined under ASC 606 and do not provide services beyond assuring that the product complies
−Removed: with agreed-upon specifications and continues to function as intended.
−Removed: Accordingly, the warranties are not accounted for as separate
+Added: The Company recognizes revenue net of estimated product returns based on e-commerce platform activity and subsequent
+Added: return information.
+Added: During the six months ended June 30, 2026 and 2025, product returns did not have a significant impact on revenue.
+Added: Revenue-sharing arrangements with Kami do not give rise to product return rights or refund obligations for the Company;
+Added: accordingly, no return or refund estimates are recorded for these revenue streams.
+Added: Company provides standard product warranties on products sold through e-commerce platforms, generally for one year in North
+Added: America and two years in Europe.
+Added: warranties are assurance-type warranties under ASC 606 and are not accounted for as separate
performance obligations.
−Removed: Company estimates the expected costs of fulfilling warranty obligations and records a warranty liability at the time of sale, with a
−Removed: corresponding expense recognized in the unaudited condensed consolidated statements of operations.
−Removed: The estimation of warranty costs is
−Removed: based on historical experience, including product failure rates and replacement costs, as well as current trends and expectations.
−Removed: versus Net Revenue Presentation
−Removed: Company evaluates whether it acts as a principal or agent in accordance with ASC 606.
−Removed: product sales via e-commerce platforms, the Company acts as a principal and recognizes revenue on a gross basis, as it controls the products
−Removed: prior to transfer to customers, bears inventory risk, sets pricing, and is responsible for fulfillment.
−Removed: revenue sharing arrangements with Kami, including both cloud-based service and intelligent information service, the Company acts as an
−Removed: agent, as it does not control the underlying services provided to end users and has no ongoing performance obligation after the initial
−Removed: Accordingly, revenue is recognized on a net basis, representing the Company’s share of the consideration generated
−Removed: from end users.
−Removed: of revenues includes cost of products, e-commerce platform fees, delivery and freight costs, and inventory impairment loss.
−Removed: expenses cost of revenues in conjunction with sales as incurred.
−Removed: The Company incurred cost of revenues of $ 163,960 and $ 1,304,195 for
−Removed: the three months ended March 31, 2026 and 2025, respectively.
+Added: The Company records a warranty liability for estimated replacement costs at the time of sale based on historical
+Added: experience and current expectations.
+Added: of revenues consists primarily of product costs, e-commerce platform fees, delivery and freight costs, and inventory impairment losses.
+Added: The Company incurred cost of revenues of $ 186,570 and $ 350,530
+Added: for the three and six months ended June 30, 2026, respectively, compared with $ 1,130,694 and $ 2,434,888 for the three and six months
+Added: ended June 30, 2025, respectively.
and administrative expenses
−Removed: and administrative expenses primarily consist of costs for consulting fee, payroll expenses, storage fees, and professional fees.
−Removed: Company has expensed all general and administrative expenses costs as incurred.
−Removed: For the three months ended March 31, 2026 and 2025, the
−Removed: Company incurred general and administrative expenses of $ 854,786 and $ 817,412 , respectively.
+Added: and administrative expenses consist primarily of consulting fees, payroll and employee-related expenses, storage fees, and professional
+Added: The Company recorded general and administrative expenses of $ 884,349
+Added: and $ 1,739,135 for the three and six months ended June 30, 2026, respectively, compared with $ 784,236 and $ 1,601,648 for the three and
+Added: six months ended June 30, 2025, respectively.
and marketing expenses
−Removed: and marketing expenses primarily consist of costs for the promotion of business brand and product marketing and warranty expenses.
−Removed: Company expensed all sales and marketing costs as incurred.
−Removed: For the three months ended March 31, 2026 and 2025, the Company incurred
−Removed: sales and marketing expenses of $ 14,332 and $ 404,112 , respectively.
+Added: and marketing expenses consist primarily of brand promotion,
+Added: product marketing, and warranty costs.
+Added: The Company incurred sales and marketing
+Added: expenses of $ 19,758 and $ 34,090 for the three and six
+Added: months ended June 30, 2026, respectively, compared with $ 208,107 and $ 612,219
+Added: for the corresponding periods in 2025.
for credit losses
−Removed: Company estimates expected credit losses on accounts receivable, other receivables, and related party receivables using a loss-rate method
−Removed: in accordance with ASC 326.
−Removed: This approach incorporates historical loss experience, current conditions, and reasonable and supportable
−Removed: the three months ended March 31, 2026 and 2025, the Company did no t record a provision for expected credit losses.
−Removed: of March 31, 2026 and December 31, 2025, there was no allowance for credit losses.
−Removed: Based on the Company’s historical experience,
−Removed: the nature of its counterparties, and ongoing collection activity, management concluded that expected credit losses are insignificant.
+Added: the six months ended June 30, 2026 and 2025, the Company did no t record a provision for expected credit losses.
Comprehensive
−Removed: Company applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive loss and its components in
−Removed: a full set of financial statements.
−Removed: Comprehensive loss is defined to include all changes in equity of the Company during a period arising
−Removed: from transactions and other events and circumstances except those resulting from investments by shareholders and distributions to shareholders.
−Removed: For the periods presented, the Company’s comprehensive income (loss) includes net income (loss) and other comprehensive income
−Removed: (loss), which primarily consists of the foreign currency translation adjustments.
+Added: the periods presented, the Company’s comprehensive income (loss) consists of net income (loss) and foreign currency
+Added: translation adjustments.
+Added: During the three months ended June 30, 2026 and 2025, the Company recognized other comprehensive loss of
+Added: respectively.
+Added: During the six months ended June 30, 2026 and 2025, the Company recognized other comprehensive loss of $ 669 and
+Added: respectively.
+Added: The 2026 foreign currency translation adjustments primarily relate to AMCV, the Company’s Vietnam subsidiary, while the 2025 adjustments relate to the Company’s former VIEs in China prior to their
+Added: deconsolidation on December 1, 2025.
Company accounts for income taxes in accordance with ASC 740, Income Taxes .
−Removed: The provision for income taxes is determined using
−Removed: the asset and liability approach, under which deferred tax assets and liabilities are recognized for the future tax consequences of differences
−Removed: between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates expected to apply
−Removed: in the periods in which those differences are expected to reverse.
−Removed: allowances are recorded to reduce deferred tax assets when it is more likely than not that such assets will not be realized.
−Removed: the need for a valuation allowance, management considers all available positive and negative evidence, including historical operating
−Removed: results, projections of future taxable income, and the expected timing of reversal of existing temporary differences.
−Removed: Based on this assessment,
−Removed: the Company has recorded a full valuation allowance against its deferred tax assets as of March 31, 2026 and December 31, 2025.
−Removed: Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the position will be sustained upon
−Removed: Interest and penalties related to uncertain tax positions are recognized as a component of income tax expense.
−Removed: 31, 2026 and December 31, 2025, the Company had no material uncertain tax positions.
−Removed: The Company’s tax returns remain subject to
−Removed: examination by taxing authorities for all years since inception.
+Added: Deferred tax assets and liabilities are recognized for temporary differences
+Added: between the financial statement carrying amounts and the tax bases of assets and liabilities.
+Added: As of June 30, 2026 and December 31, 2025, the Company maintained a full valuation allowance against its deferred
+Added: Refer to Note 14 – Taxation for additional information.
Investment in Public Equity (“PIPE”) Financing and PIPE Warrants
−Removed: connection with the closing of the Business Combination on December 9, 2025 (the “Closing Date”), the Company entered into
−Removed: securities purchase agreements (the “PIPE Agreements”) with certain investors (the “PIPE Investors”), pursuant
−Removed: to which the Company issued an aggregate of 800,000 shares of common stock at a purchase price of $ 10.00 per share, for
−Removed: gross proceeds of $ 8,000,000 (the “PIPE Financing”).
−Removed: The PIPE Financing was consummated concurrently with the Closing
−Removed: and was accounted for as an equity issuance in accordance with ASC 505, with proceeds recorded within common stock and additional paid-in
−Removed: capital (“APIC”).
−Removed: connection with the PIPE Financing, the Company issued warrants to purchase shares of its common stock (the “PIPE
−Removed: At the Closing Date, the PIPE Warrants represented the right to acquire an aggregate of 2,240,000 shares
−Removed: of common stock, with an exercise price of approximately $ 10.00 per
−Removed: share, subject to adjustment.
−Removed: The PIPE Warrants include provisions under which the exercise price and the number of shares issuable
−Removed: upon exercise are subject to adjustment based on a reference stock price, as defined in the warrant agreements, determined on the
−Removed: reset date of December 30, 2025.
−Removed: As a result of these provisions, the exercise price was adjusted and the total number of shares
−Removed: underlying the PIPE Warrants increased to 5,576,301 shares
−Removed: upon the reset event.
−Removed: The PIPE Warrants contain dividend participation rights that entitle holders to participate in dividends and other
−Removed: distributions declared on common stock on an as-exercised basis, subject to the beneficial ownership limitation.
−Removed: Accordingly, the PIPE
−Removed: Warrants are considered participating securities for purposes of computing earnings per share in
−Removed: accordance with ASC 260, Earnings Per Share.
−Removed: Company evaluated the PIPE Warrants for classification as either equity or liability instruments in accordance with ASC 480, Distinguishing
−Removed: Liabilities from Equity , and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity .
−Removed: determined that the PIPE Warrants failed the indexation guidance under ASC 815-40 due to provisions that introduce variability in the
−Removed: number of shares deliverable upon settlement and are not inputs solely based on the Company’s own stock.
−Removed: Accordingly, the PIPE
−Removed: Warrants were initially recorded at fair value upon issuance as a derivative liability.
−Removed: the occurrence of the reset event on December 30, 2025, the terms of the PIPE Warrants became fixed, including a fixed exercise price
−Removed: and a determinable number of shares issuable upon exercise.
−Removed: Accordingly, the PIPE Warrants met the criteria for equity classification
−Removed: under applicable accounting guidance and were reclassified from derivative liabilities to equity in the amount of $ 30,558,129 .
−Removed: The reclassification
−Removed: was recorded at the fair value of the PIPE Warrants as of the reclassification date.
−Removed: earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period.
−Removed: Diluted earnings per share is computed by reflecting the potential dilution that could occur if securities or other contracts to issue
−Removed: common stock were exercised or converted into common stock, unless the effect would be anti-dilutive.
−Removed: Company applies the two-class method in computing earnings per share, as its PIPE Warrants are considered participating securities.
−Removed: Under the two-class method, net income is allocated between common stockholders and participating securities based on their
−Removed: respective rights to participate in earnings.
−Removed: For the three months ended March 31, 2026, the Company reported net income of $ 145,601 .
−Removed: Of this amount, approximately $ 116,785
−Removed: was allocated to common stockholders and approximately $ 28,816
−Removed: was allocated to participating securities.
−Removed: The weighted-average number of common shares outstanding was 22,596,196
−Removed: for the period.
−Removed: and diluted earnings per share were calculated as follows:
+Added: connection with the Business Combination completed in December 2025, the Company issued PIPE Warrants that, following a reset event on
+Added: December 30, 2025, became exercisable for an aggregate of 5,576,301
+Added: shares of common stock.
+Added: Following the reset, the PIPE Warrants met the criteria for equity classification and were
+Added: reclassified from derivative liabilities to equity.
+Added: PIPE Warrants contain dividend participation rights and are considered participating securities for purposes of computing earnings per
+Added: share in accordance with ASC 260, Earnings Per Share.
+Added: Earnings/loss
+Added: Company applies the two-class method in computing earnings per share because its PIPE Warrants are participating securities.
+Added: Undistributed earnings are allocated between common stockholders and participating securities based on their respective
+Added: participation rights.
+Added: Participating securities do not share in the Company’s losses.
+Added: the three and six months ended June 30, 2026 and 2025, the Company incurred net losses.
+Added: Accordingly, no losses were allocated to the
+Added: PIPE Warrants because the participating securities do not have a contractual obligation to share in the Company’s losses.
+Added: and diluted loss per share were calculated as follows:
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED
Three Months Ended
−Removed: March 31, 2026
−Removed: Three Months Ended
−Removed: March 31, 2025
−Removed: Basic earnings per share:
−Removed: Net income (loss)
+Added: Six Months Ended
+Added: Basic loss per share:
+Added: $ ( 175,730 )
+Added: $ ( 228,913 )
+Added: $ ( 306,090 )
income allocated to participating securities
−Removed: Net income (loss) allocated to common stockholders
+Added: Net loss allocated to common stockholders
+Added: $ ( 175,730 )
+Added: $ ( 228,913 )
+Added: $ ( 306,090 )
Weighted-average shares outstanding – basic
−Removed: Earnings per share – basic
−Removed: Diluted earnings per share
−Removed: Net income (loss)
+Added: Loss per share – basic
+Added: Diluted loss per share:
+Added: $ ( 175,730 )
+Added: $ ( 228,913 )
+Added: $ ( 306,090 )
Weighted-average shares outstanding – diluted
−Removed: Earnings per share – diluted
−Removed: earnings per share is equal to basic earnings per share for the period presented, as the Company’s participating securities are
−Removed: included in the allocation of earnings under the two-class method and there are no additional dilutive instruments.
−Removed: value measurements
−Removed: Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”),
−Removed: with respect to financial assets and liabilities that are measured at fair value.
−Removed: ASC 820-10 establishes a three-tier fair value hierarchy
−Removed: that prioritizes the input used in measuring fair value as follows:
−Removed: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;
−Removed: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments
−Removed: in markets that are not active, and model-based valuation techniques (e.g.
−Removed: Black-Scholes Option-Pricing model) for which all significant
−Removed: inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets
−Removed: or liabilities.
−Removed: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants
−Removed: would use in pricing the asset or liability.
−Removed: carrying values of cash, accounts receivable, advance to suppliers, other current assets, accounts payable, accrued liabilities, and
−Removed: other current liabilities approximate fair value due to the short-term nature of these instruments.
−Removed: Pursuant to ASC 820 and ASC 825,
−Removed: the fair value of cash is determined based on Level 1 inputs.
−Removed: The Company does not have any “Level 2” or “Level 3”
−Removed: fair value assets or liabilities.
+Added: Loss per share – diluted
+Added: the three and six months ended June 30, 2026 and 2025, the PIPE Warrants were excluded from the computation of diluted
+Added: loss per share because their effect would have been anti-dilutive.
+Added: Accordingly, diluted loss per share was equal to basic loss per
+Added: share for all periods presented.
+Added: Fair value measurements
+Added: The Company applies ASC 820, Fair Value Measurement , to financial assets and liabilities measured at fair
+Added: The carrying amounts of the Company’s short-term financial assets and liabilities approximate fair value due primarily to
+Added: their short-term maturities.
+Added: Cash equivalents are measured using Level 1 inputs.
+Added: Company’s long-term investment is accounted for under the measurement alternative in ASC 321 and is carried at cost, less impairment,
+Added: and adjusted for observable price changes resulting from orderly transactions involving an identical or similar investment of the same
+Added: of June 30, 2026 and December 31, 2025, the Company did not have any financial assets or liabilities measured at fair value on a recurring
+Added: basis using Level 2 or Level 3 inputs.
Company applies ASC 280, Segment Reporting , which requires operating segments to be identified based on the internal reporting
2 unchanged sentences
chief executive officer serves as the CODM.
−Removed: Company operates its business through e-commerce platforms and manages its operations on a geographic basis.
−Removed: As of March 31, 2026, the
−Removed: Company has determined that it has two operating and reportable segments:
+Added: As of June 30, 2026, the Company had two reportable segments:
North America and Europe.
−Removed: is attributed to geographic regions based on the location of the end customer.
−Removed: Revenue generated from regions outside North America and
−Removed: Europe is not material.
−Removed: Company has also established a wholly owned subsidiary in Vietnam to support manufacturing and operational activities.
−Removed: As of March 31,
−Removed: 2026, this subsidiary has not generated revenue.
−Removed: The costs and operating expenses associated with the Vietnam entity are included within
−Removed: the Company’s consolidated operating results and are not evaluated separately by the Company’s chief operating decision maker
−Removed: Accordingly, the Vietnam operations do not constitute a separate operating or reportable segment under ASC 280.
−Removed: to December 1, 2025, the Company’s operations included activities conducted through variable interest entities (“VIEs”)
−Removed: in China, which were presented as a separate segment.
−Removed: Following the termination of the VIE arrangements in December 2025, the Company
−Removed: no longer has operations in China, and accordingly, no China segment is presented for the three months ended March 31, 2026.
+Added: Refer to Note 13 – Segment Reporting for additional information.
of Previously Issued Consolidated Financial Statements
−Removed: the preparation of the Company’s unaudited condensed consolidated financial statements for the quarter ended March 31, 2026,
−Removed: management identified certain immaterial errors primarily related to the accrual of certain general and administrative expenses
−Removed: in the Company’s previously issued consolidated financial statements for the year ended December 31, 2025.
−Removed: errors primarily related to professional service fees for services substantially performed prior to December 31, 2025 that were not accrued
−Removed: as of year-end.
−Removed: Management evaluated the errors
−Removed: in accordance with ASC 250, Accounting Changes and Error Corrections , SEC Staff Accounting Bulletin (“SAB”) No.
+Added: the preparation of the Company’s unaudited condensed consolidated financial statements for the three months ended
+Added: March 31, 2026, management identified certain immaterial errors primarily related to the accrual of certain general and administrative
+Added: expenses in the Company’s previously issued consolidated financial statements for the year ended December 31, 2025.
+Added: errors primarily related to professional service fees for services substantially performed prior to December 31, 2025, that were not
+Added: accrued as of year-end.
+Added: Management evaluated the errors in accordance with ASC 250, Accounting Changes and Error Corrections ,
+Added: SEC Staff Accounting Bulletin (“SAB”) No.
99, Materiality , and SAB No.
−Removed: 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current
−Removed: Year Financial Statements .
−Removed: concluded that the errors were not material, individually or in the aggregate, to the Company’s previously issued annual financial
−Removed: statements for the year ended December 31, 2025.
−Removed: Accordingly, amendment or reissuance of the previously issued annual financial statements
−Removed: was not required.
−Removed: However, management further concluded that correction of the errors entirely within the current reporting period would
−Removed: materially misstate the Company’s results of operations for the quarter ended March 31, 2026 and fiscal year 2026.
−Removed: Therefore, the Company revised the comparative prior-period balances included herein to correct such immaterial
−Removed: prior-period errors.
−Removed: impact of the revision to record the omitted professional fee accruals on the Company’s previously reported consolidated balance
−Removed: sheet as of December 31, 2025 was as follows:
+Added: 108, Considering the Effects of Prior Year
+Added: Misstatements when Quantifying Misstatements in Current Year Financial Statements .
+Added: concluded that the errors were not material, individually or in the aggregate, to the Company’s previously issued consolidated
+Added: financial statements for the year ended December 31, 2025.
+Added: Accordingly, amendment or reissuance of those financial statements was not
+Added: However, management further concluded that correcting the errors entirely in the current reporting period would materially
+Added: misstate the Company’s results of operations for the three and six months ended June 30, 2026.
+Added: Accordingly, the comparative prior-period
+Added: balances presented in these unaudited condensed consolidated financial statements have been revised to correct the immaterial prior-period
+Added: effect of the revision on the Company’s previously reported consolidated balance sheet as of December 31, 2025 was as follows:
SCHEDULE OF PREVIOUSLY REPORTED CONSOLIDATED BALANCE SHEET
−Removed: As Previously Reported
+Added: Previously Reported
Accrued and other liabilities
4 unchanged sentences
issued accounting pronouncements
−Removed: October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:
−Removed: Codification Amendments in Response to the SEC’s Disclosure
−Removed: Update and Simplification Initiative.
−Removed: ASU 2023-06 modifies the disclosure or presentation requirements of a variety of Topics in the
−Removed: Codification.
−Removed: Certain of the amendments represent clarifications to or technical corrections of the current requirements.
−Removed: the variety of Topics amended, a broad range of entities may be affected by one or more of those amendments.
−Removed: Many of the amendments allow
−Removed: users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject
−Removed: to the SEC’s requirements.
−Removed: Also, the amendments align the requirements in the Codification with the SEC’s regulations.
−Removed: entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements
−Removed: with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions
−Removed: on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from
−Removed: Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.
−Removed: For all other entities, the amendments will be effective
−Removed: two years later.
−Removed: The amendments in this update should be applied prospectively.
−Removed: For all entities, if by June 30, 2027, the SEC has not
−Removed: removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed
−Removed: from the Codification and will not become effective for any entity.
−Removed: The Company is currently evaluating the potential impact this standard
−Removed: will have on its consolidated financial statements and related disclosures.
−Removed: November 4, 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses for public business
−Removed: entities (PBEs).
−Removed: ASU 2024-03 adds ASC 220-40 to require a footnote disclosure about specific expenses by requiring PBEs to disaggregate,
−Removed: in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural
−Removed: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation,
−Removed: depletion, and amortization (DD&A) recognized as part of oil- and gas-producing activities or other types of depletion expenses.
−Removed: The tabular disclosure would also include certain other expenses, when applicable.
−Removed: The ASU does not change or remove existing expense
−Removed: disclosure requirements;
−Removed: however, it may affect where that information appears in the footnotes to the financial statements.
−Removed: shall be effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting
−Removed: periods within annual reporting periods beginning after December 15, 2027.
−Removed: Early adoption is permitted.
−Removed: The Company is currently evaluating
−Removed: the potential impact this standard will have on its consolidated financial statements and related disclosures.
−Removed: July 2025, the Financial Accounting Standards Board issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):
−Removed: of Credit Losses for Accounts Receivable and Contract Assets , which amends the guidance in ASC 326.
−Removed: The amendments simplify the measurement
−Removed: of expected credit losses for accounts receivable and contract assets by permitting entities to use a practical expedient based on historical
−Removed: loss rates, adjusted for current conditions and reasonable and supportable forecasts.
−Removed: amendments in this update are effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense
+Added: Disaggregation Disclosures (Subtopic 220-40) , which requires public business entities to provide additional disaggregation of certain
+Added: expenses in the notes to the financial statements.
+Added: The guidance is effective for annual reporting periods beginning after December 15,
+Added: 2026, and for interim periods within annual reporting periods beginning after December 15, 2027.
Early adoption is permitted.
−Removed: The Company adopted ASU 2025-05 effective January 1, 2026.
−Removed: The adoption of this guidance did not
−Removed: have a material impact on the Company’s consolidated financial statements.
−Removed: Company is currently evaluating the impact of ASU 2025-05 on its consolidated financial statements and does not expect the adoption of
−Removed: this guidance to have a material impact.
−Removed: accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material
−Removed: impact on the consolidated financial statements upon adoption.
−Removed: We do not discuss recent standards that are not anticipated to have an
−Removed: impact on or are unrelated to our consolidated financial condition, results of operations, cash flows or disclosures.
+Added: is evaluating the potential impact of this guidance on its consolidated financial statements and related disclosures.
+Added: In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):
+Added: of Credit Losses for Accounts Receivable and Contract Assets .
+Added: The Company adopted the guidance effective January 1, 2026.
+Added: did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.
+Added: The Company does not expect other recently issued accounting standards not yet adopted to have a material impact
+Added: on its condensed consolidated financial statements or related disclosures.
Growth Company
−Removed: Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart
−Removed: Our Business Startups Act of 2012, and it continues to qualify as such as of March 31, 2026.
−Removed: As an emerging growth company, the Company
−Removed: may take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging
−Removed: growth companies, including, but not limited to, exemption from the independent registered public accounting firm attestation requirements
−Removed: of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and
−Removed: proxy statements, and exemptions from the requirements to hold a nonbinding advisory vote on executive compensation and to obtain stockholder
−Removed: approval of any golden parachute payments not previously approved.
−Removed: addition, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
−Removed: accounting standards until private companies are required to comply with such standards.
−Removed: The Company has elected not to opt out of this
−Removed: extended transition period.
−Removed: As a result, when a standard is issued or revised with different application dates for public and private
−Removed: companies, the Company may adopt the new or revised standard at the time private companies adopt such standard.
−Removed: Accordingly, the Company’s
−Removed: financial statements may not be comparable to those of public companies that comply with new or revised accounting standards on earlier
−Removed: effective dates.
−Removed: receivable represents amounts due from customers in the ordinary course of business, primarily from e-commerce platform sales.
−Removed: of March 31, 2026 and December 31, 2025, accounts receivable was $ 505 and $ 427 , respectively.
−Removed: No allowance for credit losses was recorded,
−Removed: as balances are immaterial and short-term in nature.
−Removed: of March 31, 2026 and December 31, 2025, the Company had inventory balances of $ 914,678 and $ 1,069,465 , consisting of the following:
+Added: The Company is an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 and
+Added: continues to qualify as such as of June 30, 2026.
+Added: The Company has elected to use the extended transition period for complying with new or revised accounting standards.
+Added: Accordingly, the Company may adopt such standards on the effective dates applicable to private companies when different effective dates
+Added: receivable represent amounts due from customers in the ordinary course of business, primarily from e-commerce platform sales.
+Added: receivable are recorded at the invoiced amount and are generally due within normal trade terms.
+Added: of June 30, 2026 and December 31, 2025, accounts receivable were $ 268 and $ 427 , respectively.
+Added: The Company evaluates accounts receivable
+Added: for expected credit losses in accordance with ASC 326, Financial Instruments—Credit Losses.
+Added: Based on the short-term nature of the
+Added: receivables, the credit quality of the Company’s customers, historical collection experience, and management’s assessment
+Added: of current and expected economic conditions, no allowance for expected credit losses was considered necessary as of June 30, 2026 or
+Added: December 31, 2025.
+Added: consist primarily of finished goods held for sale and are stated at the lower of cost or net realizable value.
+Added: Cost is determined using
+Added: the moving average cost method and includes the purchase price of inventory and directly attributable freight-in costs.
+Added: of June 30, 2026 and December 31, 2025, inventories consisted of the following:
SCHEDULE OF INVENTORY NET
3 unchanged sentences
Inventory, net
−Removed: the three months ended March 31, 2026, the Company recognized an inventory provision of approximately $ 309 as inventory cost exceeded
−Removed: net realizable value and recorded reductions of approximately $ 55,931 related primarily to inventories sold or otherwise utilized during
−Removed: the three months ended March 31, 2025, the Company recognized an inventory provision of $ 25,425 , as the inventory cost value exceeded
−Removed: the net realizable value, and recorded a reduction of $ 271,546 for inventories that were removed, sold, or replaced under warranty.
−Removed: movement of inventory impairment provisions are summarized as follows:
−Removed: SCHEDULE OF INVENTORY IMPAIRMENT PROVISIONS
+Added: Company evaluates inventories periodically to determine whether their carrying amounts exceed estimated net realizable value.
+Added: impairment losses are recognized in cost of revenues in the period in which the decline in value is identified.
+Added: Amounts previously included
+Added: in the inventory impairment reserve are utilized when the related inventories are sold, disposed of, otherwise utilized, or replaced
+Added: under warranty.
+Added: the three months ended June 30, 2026, the Company recognized an inventory impairment provision of approximately $ 49,620 ,
+Added: as the cost of certain inventories exceeded their estimated net realizable value.
+Added: During the same period, the Company utilized
+Added: approximately $ 37,200
+Added: of the inventory impairment reserve in connection with inventories sold or otherwise utilized.
+Added: As a result, the inventory impairment
+Added: reserve increased from $ 212,638 to $ 225,058
+Added: during the three-month period.
+Added: the six months ended June 30, 2026, the Company recognized inventory impairment provisions of approximately $ 49,929 and utilized approximately
+Added: $ 93,131 of the inventory impairment reserve, primarily related to inventories sold or otherwise utilized during the period.
+Added: the inventory impairment reserve decreased from $ 268,260 as of December 31, 2025 to $ 225,058 as of June 30, 2026.
+Added: the three months ended June 30, 2025, the Company recognized an inventory impairment provision of $ 60,648 , as inventory cost exceeded
+Added: net realizable value, and recorded reductions of $ 234,841 for inventories sold, removed, or replaced under warranty.
+Added: As a result, the
+Added: inventory impairment reserve decreased from $ 551,925 as of March 31, 2025 to $ 377,732 as of June 30, 2025.
+Added: the six months ended June 30, 2025, the Company recognized inventory impairment provisions of $ 86,073 and utilized $ 506,387 of the inventory
+Added: impairment reserve in connection with inventories sold, removed, or replaced under warranty.
+Added: As a result, the inventory impairment reserve
+Added: decreased from $ 798,046 as of January 1, 2025 to $ 377,732 as of June 30, 2025.
+Added: activity in the inventory impairment reserve was as follows:
+Added: SCHEDULE OF INVENTORY IMPAIRMENT RESERVE
Three months ended
+Added: Six months ended
Balance at the beginning of the period
Balance at the end of the period
−Removed: of March 31, 2026 and December 31, 2025, the Company had prepaid expenses of $ 270,958 and $ 355,467 , respectively.
−Removed: These balances primarily
−Removed: consisted of prepaid federal and state income taxes and other routine prepaid operating expenses.
+Added: of June 30, 2026 and December 31, 2025, the Company had prepaid expenses of $ 239,884 and $ 355,467 , respectively.
+Added: Prepaid expenses primarily
+Added: consisted of prepaid insurance premiums, professional and regulatory fees, research and development services, logistics and shipping
+Added: costs, software subscriptions, and other routine operating expenses.
+Added: The decrease during the six months ended June 30, 2026 was primarily
+Added: attributable to the amortization or utilization of prepaid insurance and other operating prepayments in the ordinary course of business.
PARTY BALANCES AND TRANSACTIONS
−Removed: principal related parties with which the Company had transactions for the three months ended March 31, 2026 and 2025, and balances as
−Removed: of March 31, 2026 and December 31, 2025 are as follows:
+Added: Company’s principal related parties with which it had transactions during the three and six months ended June 30, 2026 and 2025,
+Added: or had balances as of June 30, 2026 and December 31, 2025, are as follows:
with the Company
−Removed: and Board Chair, and majority stockholder
+Added: Executive Officer, Chairman of the Board, and majority stockholder
HK Limited (hereinafter referred to as “Senslab HK”)
−Removed: Technology Co., Ltd (hereinafter referred to as “Senslab SH”)
−Removed: Technology (HK) Limited (hereinafter referred to as “Ants”)
−Removed: Vision Incorporated (hereinafter referred to as “Kami”)
+Added: Technology Co., Ltd
+Added: Technology (HK) Limited
+Added: Vision Incorporated
Information Technology Co., Ltd (hereinafter referred to as “Yunyizhilian”)
1 unchanged sentence
Xiaoyun Technology Co., Ltd.
−Removed: (hereinafter referred to as “Xiaoyun”)
−Removed: Ant Vision Electronic Technology Co., Ltd.
−Removed: (hereinafter referred to as “Yishijue”)
+Added: variable interest entity (“Former VIE”)
+Added: Yishijue Technology Limited.
+Added: variable interest entity (“Former VIE”)
Stockholder of the Company
of Related Party Transactions on Operations
−Removed: the three months ended March 31, 2026 and 2025, related party transactions had the following impact on income (loss) before income tax:
+Added: the three and six months ended June 30, 2026 and 2025, related-party transactions had the following impact on income (loss) before income
SCHEDULE OF RELATED PARTY TRANSACTIONS
Related Party Transactions
−Removed: Income (loss) before income tax
+Added: Impact on pre-tax loss
Income Statement
Three months ended
+Added: Six months ended
Revenue share – related party (Kami)
3 unchanged sentences
Product revenue – related party (Yishijue)
−Removed: Intelligent Information Service (Kami)
−Removed: AI Service Sharing (Kami)
−Removed: Product cost - related party (Senslab)
+Added: Intelligent Information Service revenue – related party (Kami)
+Added: AI Service Sharing revenue – related party (Kami)
+Added: Product cost -related party
+Added: ( 1,746,262 )
General and administrative expenses - Consulting fee-related party (Kami)
−Removed: General and administrative expenses - Stockholder’s business travel expense (Sean)
+Added: General and administrative expenses - Shareholder’s business travel expense (Sean)
General and administrative expenses - Financial consulting fee (Ants)
Other income - Marketing incentive subsidy income (Kami)
−Removed: Total impact on income (loss) before income tax
−Removed: % of income (loss) before income tax
+Added: Total impact on pre-tax income/(loss)
Party Balances
−Removed: of March 31, 2026 and December 31, 2025, balances with related parties were as follows.
+Added: of June 30, 2026 and December 31, 2025, balances with related parties were as follows.
Balance Sheet
Related Party Transactions
−Removed: As of March 31, 2026
+Added: As of June 30, 2026
Balance Sheet
1 unchanged sentence
Other receivable - related party, net
−Removed: Other receivable - related party
Prepayment - related party
2 unchanged sentences
Other payable - related party
−Removed: Party Transactions
+Added: Balance Sheet
+Added: Related Party Transactions
As of December
−Removed: receivable - related party
−Removed: receivable - related party, net
−Removed: receivable - related party
−Removed: to suppliers – related party
−Removed: - related party
+Added: Balance Sheet
+Added: Accounts receivable - related party
+Added: Other receivable - related party, net
+Added: Advance to suppliers – related party
+Added: Prepayment - related party
Specifically,
2 unchanged sentences
Advance to suppliers - related party (Senslab HK)
+Added: Advance to suppliers – related party (Senslab SH)
Other receivable - related party (Senslab SH)
−Removed: Accounts payable - related party (Senslab HK)
−Removed: Accounts payable - related party (Senslab SH)
−Removed: Da, the Company’s majority stockholder, owns approximately 38 % of Senslab Technology Co., Ltd.
−Removed: (“Senslab SH”), which
−Removed: owns 100 % of Senslab HK Limited (“Senslab HK”).
−Removed: Both entities are therefore considered related parties of the Company.
+Added: Da, the Company’s Chief Executive Officer, Chairman of the Board, and majority stockholder, owns approximately 38 % of Senslab SH,
+Added: which in turn owns 100 % of Senslab HK.
+Added: Accordingly, Senslab SH and Senslab HK are considered related parties of the Company.
Historically,
−Removed: the Company procured security cameras from Senslab HK.
−Removed: Senslab HK purchased the products from Senslab SH and exported them to the Company.
−Removed: Beginning in the fourth quarter of 2023, after Senslab SH obtained import and export trade approval, the Company also began purchasing
−Removed: security cameras directly from Senslab SH.
−Removed: Company procured security cameras from Senslab HK for $ nil during the three months ended March 31, 2026 and 2025.
−Removed: During the same periods,
−Removed: purchases from Senslab SH totaled $ nil and $ 186,005 , respectively.
−Removed: The significant decrease in purchases from related party suppliers
−Removed: in 2026 was primarily due to a shift in the Company’s business model toward higher-margin revenue streams, including revenue sharing
−Removed: and intelligent information services, which reduced the Company’s reliance on product sales and corresponding inventory purchases.
−Removed: of March 31, 2026 and December 31, 2025, accounts payable due to Senslab HK and Senslab SH were $ nil for both periods.
+Added: the Company purchased security camera products from Senslab HK, which sourced the products from Senslab SH and exported them to the Company.
+Added: Beginning in the fourth quarter of 2023, following Senslab SH’s receipt of import and export qualifications, the Company also began
+Added: purchasing products directly from Senslab SH.
+Added: the six months ended June 30, 2026, the Company made advance payments of $ 1,056,527 to Senslab SH for anticipated inventory purchases.
+Added: As of June 30, 2026, the related inventory had not yet been received, and the amount remained recorded as advance to suppliers—related
+Added: increase in balances with Senslab SH during the six months ended June 30, 2026 primarily reflects these advance payments for anticipated
+Added: inventory procurement.
Technology (HK) Limited
3 unchanged sentences
Accounts Payable
−Removed: Da, the Company’s majority stockholder, owns 95 % of Ants.
+Added: Da, the Company’s Chief Executive Officer, Chairman of the Board, and majority stockholder, owns 95 % of Ants.
+Added: Accordingly, Ants
+Added: is considered a related party of the Company.
+Added: Company entered into a consulting agreement with Ants under which Ants provides financial consulting and advisory services.
+Added: fees recognized under this agreement were $ 15,000 and $ 30,000 for the three and six months ended June 30, 2026, respectively compared
+Added: to $ 15,000 and $ 30,000 for the three and six months ended June 30, 2025, respectively.
+Added: prepayment balance represents advance payments for future consulting services under the agreement.
+Added: The decrease in the prepayment balance
+Added: during the six months ended June 30, 2026 primarily reflects the amortization of prepaid consulting fees as services were rendered.
+Added: of June 30, 2026, accounts payable due to Ants totaled $ 1,795 , compared with $ nil as of December 31, 2025.
– Related Party
−Removed: prepayment is amortized based on (i) revenue collected from the sale of Ants’ inventories, (ii) reimbursements of costs incurred
−Removed: by Ants, and (iii) financial consulting fees payable to Ants beginning January 1, 2025 for bookkeeping support services at a monthly
−Removed: rate of $ 5,000 .
−Removed: the three months ended March 31, 2026 and 2025, the Company recognized $ 15,000 of financial consulting fees.
−Removed: Revenue collected from the
−Removed: sale of Ants’ inventories was not material for the years presented.
−Removed: of March 31, 2026 and 2025, the remaining prepayment balance was $ 51,844 and $ 66,844 , respectively.
+Added: prepayment balance primarily relates to (i) advance payments for inventory purchases from Ants, (ii) amounts advanced to Ants for costs
+Added: incurred on behalf of the Company, and (iii) advance payments for financial consulting and bookkeeping support services provided by Ants
+Added: pursuant to a consulting agreement at a monthly fee of $ 5,000 , effective January 1, 2025.
+Added: the three and six months ended June 30, 2026, the Company recognized financial consulting fees of $ 15,000 and $ 30,000 , respectively,
+Added: compared with $ 15,000 and $ 30,000 for the corresponding periods in 2025.
+Added: Revenue generated from the sale of inventory purchased from
+Added: Ants was not material during any of the periods presented.
+Added: of June 30, 2026 and December 31, 2025, the remaining prepayment balances were $ 36,844 and $ 66,845 , respectively.
+Added: The decrease during
+Added: the six months ended June 30, 2026 primarily reflects the amortization of prepaid consulting fees as the related services were rendered.
receivable – related party
−Removed: of March 31, 2026 and December 31 2025, the Company had gross “other receivable – related party” balances due from
−Removed: Ants of $ 4,872 and $ 4,872 , respectively.
+Added: of June 30, 2026 and December 31, 2025, the Company had gross other receivable – related party balances due from Ants of $ 4,872 .
Payable – related party
−Removed: the three months ended March 31, 2026 and ,2025, AMCV purchased security cameras from Ants in the amounts of $ 1,799 and $ nil , respectively.
−Removed: of March 31, 2026 and December 31, 2025, accounts payable due to Ants were $ 1,799 and $ nil , respectively.
−Removed: following table presents the movement of “other receivable – related party” balances due from Ants:
+Added: the six months ended June 30, 2026, AMCV purchased security cameras from Ants in the amount of $ 1,799 .
+Added: No purchases from Ants were made during the three months ended June 30, 2026.
+Added: the three and six months ended June 30, 2025, AMCV did not purchase any security cameras from Ants.
+Added: of June 30, 2026 and December 31, 2025, accounts payable due to Ants were $ 1,795 and $ nil , respectively.
+Added: following table presents the movement in other receivable – related party balances due from Ants:
SCHEDULE OF OTHER RECEIVABLE - RELATED PARTY
7 unchanged sentences
direct access to the third-party cross-border payment platform and began receiving customer payments directly.
−Removed: Accordingly, amounts previously
−Removed: held by Ants were repaid to the Company.
+Added: Accordingly, amounts
+Added: previously held by Ants were repaid to the Company.
Inventory-related
movements reflect transfers and procurement arrangements between the Company and Ants.
−Removed: During March 31, 2026 and 2025, such activities
−Removed: resulted in net increases of $ nil and $ 4,872 , respectively, to the related-party receivable balance.
+Added: For the six months ended June 30, 2026 and
+Added: the year ended December 31, 2025, such activities resulted in net increases of $ nil and $ 4,872 , respectively, to the related-party
+Added: receivable balance.
Vision Incorporated
−Removed: Da, the Company’s majority stockholder, also serves as Chief Executive Officer of Kami and holds approximately 80 % ownership of Kami.
−Removed: Accordingly, transactions between the Company and Kami are considered related-party transactions.
+Added: Da, the Company’s Chief Executive Officer, Chairman of the Board, and majority stockholder, also serves as the Chief Executive
+Added: Officer of Kami and holds approximately 80 % of its outstanding equity interests.
+Added: Accordingly, Kami is considered a related party of the
+Added: Company, and transactions between the Company and Kami are accounted for as related-party transactions.
Revenue-Sharing
1 unchanged sentence
October 2021, the Company entered into a revenue-sharing agreement with Kami related to cloud-based services associated with the Company’s
−Removed: These services include storage of recorded video data, image analysis, and alert and intelligent detection services provided
−Removed: to end users.
−Removed: the arrangement, the Company refers customers to Kami and is entitled to a portion of the subscription revenues generated from those
+Added: These services include cloud storage of recorded video data, image analysis, alert notifications, and intelligent detection
+Added: services provided to end users.
+Added: the arrangement, the Company refers customers to Kami and is entitled to a portion of the subscription revenue generated from those customers.
July 1, 2025, the Company entered into an amended agreement with Kami to revise the revenue-sharing percentages applicable to subscription
−Removed: revenues from referred customers.
+Added: revenue generated from referred customers.
The amended terms apply prospectively and do not affect revenue recognized prior to the modification
2 unchanged sentences
Percentage basis
−Removed: Inception through
June 30, 2025
−Removed: From July 1, 2025 Onwards
First year during which an end user starts the cloud service subscription from Kami
1 unchanged sentence
Third year and thereafter during which an end user continues the service subscription from Kami
−Removed: January 2026, based on the existing cloud services, the Company developed a new AI service module that utilizes AI technology to provide
−Removed: capabilities such as facial recognition, motion capture, and fall detection to end users, and the revenue sharing ratio for the AI service
−Removed: is consistent with the existing arrangement at 30 %.
−Removed: the three months ended March 31, 2026 and 2025, revenue share from Kami amounted to $ 946,050 and $ 570,588 , respectively.
−Removed: earned during the three months ended March 31, 2026 consisted of $ 756,008 for basic services, $ 32,660 for AI services and $ 157,382 for
−Removed: intelligent services
+Added: January 2026, the Company expanded its revenue-sharing arrangement with Kami to include AI service offerings that provide end users with
+Added: advanced artificial intelligence capabilities, including facial recognition, motion detection, and fall detection.
+Added: Under the expanded
+Added: arrangement, the Company is entitled to receive 30 % of the subscription revenue generated from these AI services, consistent with the
+Added: revenue-sharing percentage applicable to cloud service subscriptions under the amended agreement.
+Added: the three months ended June 30, 2026 and 2025, the Company recognized revenue-sharing income from Kami of $ 774,087 and $ 501,307 , respectively.
+Added: Revenue recognized during the three months ended June 30, 2026 consisted of:
+Added: service revenue-sharing:
+Added: service-sharing:
+Added: ● Intelligent
+Added: information service revenue-sharing:
+Added: the six months ended June 30, 2026 and 2025, the Company recognized revenue-sharing income from Kami of $ 1,720,137
+Added: and $ 1,071,895 ,
+Added: respectively.
+Added: Revenue recognized during the six months ended June 30, 2026 consisted of:
+Added: service revenue-sharing:
+Added: service-sharing:
+Added: information service revenue-sharing:
- sharing arrangement - Intelligent Information Service Agreement
−Removed: October 1, 2025, the Company entered a revenue-sharing arrangement related with Kami.
−Removed: the arrangement, Kami operates an artificial intelligence-driven information distribution platform and related application, which utilizes
+Added: October 1, 2025, the Company entered into an Intelligent Information Service Agreement with Kami.
+Added: the arrangement, Kami operates an artificial intelligence-driven information distribution platform and related applications that utilize
hardware products sold by the Company to generate monetization opportunities.
−Removed: Kami manages all aspects of the platform operations, including
−Removed: content distribution, pricing, bidding processes, and relationships with third-party traffic or content providers.
−Removed: Company does not operate the platform or application, does not control the underlying services provided to end users, and does not have
−Removed: any ongoing performance obligations after the sale of its hardware products.
−Removed: Instead, the Company is contractually entitled to receive
−Removed: 30 % of net monetization revenue generated by Kami from users associated with the Company’s products.
+Added: Kami is responsible for all aspects of platform operations,
+Added: including content distribution, pricing, bidding processes, and relationships with third-party traffic and content providers.
+Added: Company does not operate or control the platform or applications, does not control the services provided to end users, and has no ongoing
+Added: performance obligations after the sale of its hardware products.
+Added: Instead, the Company is contractually entitled to receive 30 % of the
+Added: net monetization revenue generated by Kami from users associated with the Company’s products.
Net monetization revenue represents
−Removed: gross receipts collected by Kami from third-party platforms, less applicable platform fees and related charges.
−Removed: Company concluded that it acts as an agent in this arrangement, as it does not control the services provided to end users, does not determine
−Removed: pricing, and does not receive gross consideration from third-party platforms.
−Removed: Accordingly, revenue is recognized on a net basis equal
−Removed: to the Company’s contractual share of monetization revenue in accordance with ASC 606.
−Removed: the three months ended March 31, 2026 and 2025, the Company recognized revenue of $ 157,382 and $ nil , respectively, under this agreement.
+Added: gross receipts collected by Kami from third-party platforms, less applicable platform fees and other related charges.
+Added: Company concluded that it acts as an agent in this arrangement because it does not control the underlying services provided to end users,
+Added: does not establish pricing, and does not receive the gross consideration from third-party platforms.
+Added: Accordingly, revenue is recognized
+Added: on a net basis equal to the Company’s contractual share of net monetization revenue in accordance with ASC 606, Revenue from Contracts
+Added: with Customers.
+Added: the three months ended June 30, 2026 and 2025, the Company recognized revenue of $ 152,719 and $ nil , respectively, under this agreement.
+Added: the six months ended June 30, 2026 and 2025, the Company recognized revenue of $ 310,101 and $ nil , respectively, under this agreement.
+Added: total, revenue recognized from the Company’s cloud service, AI service-sharing, and intelligent information service arrangements
+Added: with Kami was $ 774,087 and $ 501,307 for the three months ended June 30, 2026 and 2025, respectively, and $ 1,720,137 and $ 1,071,895 for
+Added: the six months ended June 30, 2026 and 2025, respectively.
receivable – related party
receivable – related party primarily represents amounts due from Kami under the Company’s revenue-sharing arrangements, including
−Removed: the cloud services and AI services sharing arrangement and the Intelligent Information Service Agreement described above.
−Removed: These balances
−Removed: represent the Company’s contractual share of monetization revenues earned but not yet remitted by Kami as of the respective reporting
−Removed: increase in accounts receivable – related party as of March 31, 2026 compared to December 31, 2025 primarily reflects increased
−Removed: monetization activities under arrangements with Kami and the timing of settlements.
+Added: the Cloud Services and AI Service Sharing Agreement and the Intelligent Information Service Agreement described above.
+Added: The balance also
+Added: includes trade receivables due from ZKCam, Xiaoyun, and Yishijue arising from product sales.
+Added: These balances represent amounts earned
+Added: but not yet collected from the related parties as of the respective reporting dates.
+Added: increase in accounts receivable – related party as of June 30, 2026, compared with December 31, 2025, was primarily attributable
+Added: to increased revenue generated under the Company’s revenue-sharing arrangements with Kami, partially offset by collections received
+Added: during the period.
+Added: In addition, outstanding trade receivables from ZKCam contributed to the increase in the related-party accounts receivable
Receivable – Related Party and Marketing Incentive Subsidy Income
−Removed: Company entered into a market promotion subsidy agreement with Kami effective January 1, 2025, pursuant to which Kami agreed to provide
−Removed: an annual subsidy of up to $ 2 million to support the Company’s marketing activities related to Kami’s cloud services.
−Removed: agreement was not renewed for 2026, and no such arrangement was in effect during the three months ended March 31, 2026.
−Removed: amounts under the 2025 agreement were determined based on agreed marketing activities performed and were invoiced periodically by the
−Removed: Company to Kami.
−Removed: As these amounts were not generated from the Company’s primary revenue-producing activities, they were recognized
−Removed: as other income, with the related receivable recorded as “other receivable – related party.”
−Removed: the three months ended March 31, 2026 and 2025, the Company recognized subsidy income of $ nil and $ 683,898 , respectively, within other
−Removed: of March 31, 2026 and December 31, 2025, the Company had other receivable – related party balances of $ nil and $ nil , respectively.
+Added: January 1, 2025, the Company entered into a Market Promotion Subsidy Agreement with Kami pursuant to which Kami agreed to provide an
+Added: annual subsidy of up to $ 2.0 million to support the Company’s marketing activities related to Kami’s cloud services.
+Added: agreement expired on December 31, 2025 and was not renewed.
+Added: Accordingly, no such arrangement was in effect during the three and six months
+Added: ended June 30, 2026.
+Added: the 2025 agreement, subsidy amounts were determined based on agreed-upon marketing activities performed by the Company and were invoiced
+Added: periodically to Kami.
+Added: Because the subsidy was not generated from the Company’s principal revenue-producing activities, the Company
+Added: recognized the subsidy as other income, with the corresponding receivable recorded as other receivable – related party.
+Added: the three and six months ended June 30, 2026, the Company recognized no marketing incentive subsidy income under this agreement.
+Added: the three and six months ended June 30, 2025, the Company recognized marketing incentive subsidy income of $ 533,688 and $ 1,217,586 , respectively,
+Added: which was included in other income.
+Added: of June 30, 2026 and December 31, 2025, there were no outstanding other receivable – related party balances related to the Market
+Added: Promotion Subsidy Agreement.
revenue – related party
−Removed: promote adoption of Kami’s cloud subscription services, Kami launched a promotional campaign beginning in the third quarter of
−Removed: 2024 under which customers received a complimentary security camera upon subscribing to Kami’s cloud services.
−Removed: As part of this
−Removed: promotion, Kami purchased security cameras from the Company.
−Removed: the three months ended March 31, 2026 and 2025, product revenue - related party from Kami was $ nil
−Removed: respectively.
−Removed: The decline in 2026 reflects reduced promotional procurement activity following the initial launch of the promotional campaign
−Removed: Company engaged certain employees of Kami Vision Incorporated (“Kami”) to provide services as contractors.
−Removed: the Company paid
−Removed: Kami service fees of $ 33,611
−Removed: for the three months ended March 31, 2026 and 2025, respectively.
−Removed: These amounts were recorded within general and administrative expenses in the consolidated statements of operations.
−Removed: were no outstanding balances payable to Kami related to consulting services as of March 31, 2026 or December 31, 2025.
−Removed: of March 31, 2026 and December 31, 2025, amounts due from the Company’s majority stockholder were $ 146,979 and $ 440,596 , respectively,
−Removed: and are included within “other receivable – related party” in the consolidated balance sheets.
−Removed: These balances primarily
−Removed: represent advances made for business travel and related expenditures incurred on behalf of the Company.
−Removed: of December 31, 2025, the balance of $ 440,596 represented a note receivable - stockholder, which was fully repaid as of March 31, 2026.
−Removed: in 2025, the Company made advance payments to the Company’s majority stockholder, Sean Da, to cover business travel and other operating
−Removed: expenditures incurred on behalf of the Company.
−Removed: These advances are recorded within “other receivable – related party”
−Removed: until the related expenses are substantiated and recognized in the Company’s financial statements.
−Removed: three months ended March 31, 2026, business travel expenses of $ 21,736
−Removed: were incurred on behalf of the Company and recognized as operating expenses.
−Removed: As of March 31,2026, the remaining balance of $ 146,979
−Removed: represents unsubstantiated or unused advances and is included in “other receivable – related party.” Of the $ 146,979 , $ 50,000
−Removed: was collected as of May 18, 2026.
−Removed: % of Total Asset
−Removed: % of Total Asset
−Removed: % of Total Asset
−Removed: % of Total Asset
+Added: Historically,
+Added: to promote adoption of Kami’s cloud subscription services, Kami conducted a promotional campaign under which customers received
+Added: a complimentary security camera upon subscribing to Kami’s cloud services.
+Added: As part of this campaign, Kami purchased security cameras
+Added: from the Company.
+Added: 2026, the Company also sold security camera products to certain other related parties, including ZKCam, in the ordinary course of business.
+Added: the three months ended June 30, 2026 and 2025, product revenue recognized from related parties totaled $ 5,143 and $ 146,655 , respectively.
+Added: the six months ended June 30, 2026 and 2025, product revenue recognized from related parties totaled $ 141,691 and $ 146,789 , respectively.
+Added: The decrease in related-party product revenue during 2026 was primarily attributable to sales to ZKCam, while purchases by Kami remained
+Added: insignificant following the conclusion of its promotional procurement activities.
+Added: Company has entered into consulting arrangements with Kami, pursuant to which certain Kami personnel provide consulting and technical
+Added: support services to the Company.
+Added: The related consulting fees are recognized as general and administrative expenses in the accompanying
+Added: condensed consolidated statements of operations.
+Added: the three months ended June 30, 2026 and 2025, the Company incurred consulting fees payable to Kami of $ 33,869 and $ 74,996 , respectively.
+Added: During the six months ended June 30, 2026 and 2025, the Company incurred consulting fees of $ 67,480 and $ 149,482 , respectively.
+Added: in consulting fees during the 2026 periods primarily reflects reduced utilization of Kami personnel as the Company continued to internalize
+Added: certain operational and technical functions.
+Added: were no outstanding amounts payable to Kami for consulting services as of June 30, 2026 or December 31, 2025.
Other receivable – related party
+Added: Da, the Company’s Chief Executive Officer, Chairman of the Board, and majority stockholder, periodically incurs business travel
+Added: and other operating expenditures on behalf of the Company.
+Added: The Company also advances funds to Sean Da to cover such expenditures, which
+Added: are recorded as other receivable – related party until the related expenditures are substantiated and recognized in the Company’s
+Added: condensed consolidated financial statements.
+Added: of December 31, 2025, the balance due from Sean Da consisted primarily of an other receivable of $ 440,596 .
+Added: During the six months ended
+Added: June 30, 2026, the other receivable was fully repaid.
+Added: As of June 30, 2026, the remaining balance of $ 165,862 primarily represented advances
+Added: for business travel and other operating expenditures that had not yet been substantiated or settled as of the balance sheet date.
+Added: the three months ended June 30, 2026 and 2025, the Company recognized business travel expenses of $ 16,378 and $ 25,800 , respectively,
+Added: as general and administrative expenses.
+Added: During the six months ended June 30, 2026 and 2025, the Company recognized business travel expenses
+Added: of $ 38,114 and $ 25,800 , respectively.
+Added: All business travel expenses recognized during the six months ended June 30, 2025 were incurred
+Added: during the second quarter of 2025.
Technology Limited
−Removed: % of Total Asset
−Removed: % of Total Asset
−Removed: % of Total Assets
−Removed: % of Total Assets
Accounts receivable - related party
−Removed: Technology Limited (“ZKCam”) is an affiliate of the Company.
−Removed: The Company commenced product sales to ZKCam in 2025 following
−Removed: the execution of a product sales agreement in the same year.
−Removed: Transactions with ZKCam are conducted in the ordinary course of business
−Removed: and primarily consist of the sale of products.
−Removed: the three months ended March 31, 2026 and 2025, product revenue recognized from ZKCam totaled $ 135,364 and $ nil , respectively.
−Removed: due from ZKCam primarily arose from these product sales and represent trade receivables generated in the normal course of business.
−Removed: of March 31, 2026, the outstanding balance due from ZKCam was $ 569,252 , which is included in accounts receivable – related party
−Removed: in the consolidated balance sheets.
−Removed: These receivables are unsecured, non-interest-bearing, and due on demand.
−Removed: The Company evaluates the
−Removed: collectability of related party receivables on an ongoing basis and believes the outstanding balance as of March 31, 2026 is fully collectible.
+Added: is a minority stockholder of the Company and is therefore considered a related party.
+Added: The Company commenced product sales to ZKCam in
+Added: 2025 following the execution of a product sales agreement.
+Added: Transactions with ZKCam are conducted in the ordinary course of business and
+Added: primarily consist of the sale of security camera products.
+Added: the three months ended June 30, 2026 and 2025, the Company recognized product revenue from ZKCam of $ 5,143 and $ 146,655 , respectively.
+Added: the six months ended June 30, 2026 and 2025, product revenue recognized from ZKCam totaled $ 140,507 and $ 146,655 , respectively.
+Added: the three months ended June 30, 2026, the Company recognized product costs of $ 7,358 associated with product sales to ZKCam.
+Added: During the corresponding period in 2025, the Company recognized product costs of approximately $ 277,386 associated
+Added: with product sales to ZKCam.
+Added: due from ZKCam primarily arise from these product sales and are included in accounts receivable – related party in the accompanying
+Added: condensed consolidated balance sheets.
+Added: As of June 30, 2026 and December 31, 2025, outstanding accounts receivable due from ZKCam were
+Added: $ 505,775 and $ 433,888 , respectively.
+Added: The receivables are unsecured, non-interest-bearing, and are expected to be collected in accordance
+Added: with the agreed payment terms.
+Added: The Company evaluates the collectability of related-party receivables on an ongoing basis and believes
+Added: the outstanding balances were fully collectible as of June 30, 2026.
Xiaoyun Technology Co., Ltd.
−Removed: % of Total Assets
−Removed: % of Total Assets
−Removed: % of Total Assets
−Removed: % of Total Assets
Other receivable - related party
Accounts Receivable - related party
−Removed: Xiaoyun Technology Co., Ltd.
−Removed: (“Xiaoyun”) was previously a variable interest entity (“VIE”) of the Company and
−Removed: was deconsolidated in December 2025 when the Company ceased to meet the criteria for consolidation.
−Removed: the deconsolidation, Xiaoyun is considered a related party of the Company.
−Removed: the deconsolidation, due to the transition period, some product links of certain Amazon UK stores have not been removed from the website.
−Removed: AMC still sells some products through Amazon stores in Europe.
−Removed: After evaluation by the management, these sales are considered as direct
−Removed: transactions with Xiaoyun
−Removed: due from Xiaoyun primarily arose from transactions in the ordinary course of business subsequent to deconsolidation.
−Removed: The balance outstanding
−Removed: as of March 31, 2025 represents trade receivables, is non-interest-bearing, and is due on demand.
−Removed: the three months ended March 31, 2026 and 2025, product revenue recognized from Xiaoyun totaled $ 517 and $ nil , respectively.
−Removed: 31, 2026 and December 31, 2025, the remaining Other receivable - related party balance was $ 4,143 and $ 4,035 , respectively.
−Removed: Company evaluated and recorded the related-party receivable balance as of March 31, 2026 based on the underlying books and records.
−Removed: assesses collectability on an ongoing basis and believes the amount is recoverable as of March 31, 2026.
−Removed: Ant Vision Electronic Technology Co., Ltd
−Removed: of Total Assets
−Removed: of Total Assets
−Removed: of Total Assets
−Removed: of Total Assets
−Removed: Receivable - related party
−Removed: of Total Assets
−Removed: of Total Assets
−Removed: % of Total Liabilities
−Removed: % of Total Libilities
+Added: was previously a VIE of the Company and was deconsolidated in December 2025 when the Company no longer met the criteria for consolidation
+Added: Following the deconsolidation, Xiaoyun has been treated as a related party.
+Added: the deconsolidation, certain product listings on Amazon UK remained active during a transition period.
+Added: As a result, the Company continued
+Added: to facilitate limited product sales associated with Xiaoyun through Amazon’s European marketplace.
+Added: Management concluded that these
+Added: transactions should be accounted for as direct transactions with Xiaoyun.
+Added: the three months ended June 30, 2026 and 2025, the Company recognized product revenue from Xiaoyun of $ nil and $ nil , respectively.
+Added: the six months ended June 30, 2026 and 2025, product revenue recognized from Xiaoyun totaled $ 517 and $ nil , respectively.
+Added: of June 30, 2026 and December 31, 2025, balances due from Xiaoyun consisted of accounts receivable of $ 517 and $ nil , respectively, and
+Added: other receivables of $ 4,143 and $ 4,035 , respectively.
+Added: These balances primarily arose from transactions conducted in the ordinary course
+Added: of business following the deconsolidation and are unsecured and non-interest-bearing.
+Added: Company evaluates the collectability of related-party receivables on an ongoing basis and believes that no allowance for expected credit
+Added: losses was required for amounts due from Xiaoyun as of June 30, 2026.
+Added: Yishijue Technology Limited
+Added: Accounts Receivable - related party
Other payable - related party
−Removed: Ant Vision Electronic Technology Co., Ltd(“Yishijue”) was previously a variable interest entity (“VIE”) of the
−Removed: Company and was deconsolidated in December 2025 when the Company ceased to meet the criteria for consolidation.
−Removed: the deconsolidation, Yishijue is considered a related party of the Company.
−Removed: the deconsolidation, due to the transition period, some product links of certain Amazon European stores have not been removed from the
−Removed: AMC still sells some products through Amazon stores in Europe.
−Removed: After evaluation by the management, these sales are considered
−Removed: as direct transactions with Yishijue
−Removed: due from Yishijue primarily arose from transactions in the ordinary course of business subsequent to deconsolidation.
−Removed: The balance outstanding
−Removed: as of March 31, 2025 represents trade receivables, is non-interest-bearing, and is due on demand.
−Removed: the three months ended March 31, 2026 and 2025, product revenue recognized from Yishijue totaled $ 667 and $ nil , respectively.
−Removed: 31, 2026 and December 31, 2025, the remaining Other payable - related party balance was $ 1,786 and $ nil , respectively.
−Removed: Company evaluated and recorded the related-party receivable balance as of March 31, 2026 based on the underlying books and records.
−Removed: assesses collectability on an ongoing basis and believes the amount is recoverable as of March 31, 2026
+Added: was previously a VIE of the Company and was deconsolidated effective December 1, 2025 when the Company no longer met the criteria for
+Added: consolidation under U.S.
+Added: Following the deconsolidation, Yishijue has been treated as a related party.
+Added: the deconsolidation, certain product listings on Amazon’s European marketplaces remained active during a transition period.
+Added: a result, the Company continued to facilitate limited product sales associated with Yishijue through Amazon’s European marketplaces.
+Added: Management concluded that these transactions should be accounted for as direct transactions with Yishijue.
+Added: the three months ended June 30, 2026 and 2025, the Company recognized product revenue from Yishijue of $ nil and $ nil , respectively.
+Added: the six months ended June 30, 2026 and 2025, product revenue recognized from Yishijue totaled $ 667 and $ nil , respectively.
+Added: of June 30, 2026, balances with Yishijue consisted of accounts receivable of $ 667 and other payable of $ 1,787 .
+Added: There were no outstanding
+Added: balances as of December 31, 2025.
+Added: The receivable arose from product sales conducted in the ordinary course of business following the
+Added: deconsolidation, while the payable primarily represents operating expenditures incurred on behalf of the Company during the transition
+Added: The receivable is unsecured and non-interest-bearing.
+Added: Company evaluates the collectability of related-party receivables on an ongoing basis and believes that no allowance for expected credit
+Added: losses was required for amounts due from Yishijue as of June 30, 2026.
AND OTHER LIABILITIES
−Removed: of March 31, 2026 and December 31, 2025, total accrued expenses and other liabilities were $ 672,727 and $ 701,844 , respectively.
−Removed: expenses and other liabilities primarily consist of short-term operational obligations, including credit card payables, insurance premiums
−Removed: payable, attorney fees payable, audit fees payable, and other miscellaneous accrued expenses.
−Removed: overall decrease of $ 29,117 from December 31, 2025 to March 31, 2026 was primarily driven by lower professional fee accruals.
−Removed: payable increased significantly from $ 33,033 to $ 176,400 , reflecting ongoing audit and financial reporting activities, and attorney fees
−Removed: payable of $ 125,000 were recognized in the current period.
−Removed: In addition, credit card payables of $ 18,533 as of March 31, 2026 represent
−Removed: routine operating expenditures incurred but not yet settled at period end.
−Removed: increases were partially offset by a decrease in other payables, which declined from $ 372,591 to $ 169,734 , primarily due to the settlement
−Removed: of prior period accrued obligations.
−Removed: Insurance premiums payable also decreased from $ 187,198 to $ 134,225 as a result of payments made
−Removed: during the quarter.
+Added: expenses and other liabilities primarily consist of amounts payable for professional services, insurance premiums, payroll and employee-related
+Added: obligations, and other operating expenses incurred but not yet paid.
+Added: components of accrued expenses and other liabilities were as follows:
SCHEDULE OF ACCRUED AND OTHER LIABILITIES
1 unchanged sentence
Insurance premiums
−Removed: Attorney fees payable
−Removed: Audit fees payable
+Added: Payroll and employee-related liabilities
+Added: Professional fees
Other payable
Total accrued and other liabilities
−Removed: Company estimates warranty liabilities based on historical product replacement rates, expected future claims, and estimated shipping
−Removed: and handling costs per unit.
−Removed: Management periodically reassesses the adequacy of the warranty reserve and adjusts the provision as necessary
−Removed: based on actual claims experience and updated assumptions.
−Removed: estimating warranty liabilities, the Company considers historical claim rates, product-specific performance, and applicable warranty
−Removed: terms, including extended warranty periods in certain markets.
−Removed: For products sold in Europe, which are generally subject to a two-year
−Removed: warranty period, the Company’s estimate incorporates expected claims over the applicable coverage period.
−Removed: the three months ended March 31, 2026 and 2025, the Company recognized warranty expenses of $ 1,499 and $ 9,426 , respectively.
−Removed: claim costs incurred during the three months ended March 31, 2026 were no t material, compared to $ 332 for the same period in 2025.
−Removed: of March 31, 2026 and December 31, 2025, the total warranty liabilities were $ 38,332 and $ 36,833 , respectively, of which $ 31,493 and
−Removed: $ 30,023 were classified as current, and $ 6,839 and $ 6,810 were classified as non-current, respectively.
−Removed: following table presents the movement of product warranty liabilities for the three months ended March 31, 2026 and 2025.
+Added: Company provides warranties on certain products sold to customers.
+Added: Warranty liabilities are estimated at the time of sale based on historical
+Added: product replacement rates, expected future warranty claims, estimated replacement costs, and shipping and handling costs associated with
+Added: warranty claims.
+Added: Management periodically evaluates the adequacy of the warranty reserve and records adjustments as necessary based on
+Added: actual claims experience, product performance, and updated assumptions.
+Added: estimating warranty liabilities, the Company considers historical claim rates, product-specific experience, and applicable warranty terms,
+Added: including extended warranty periods in certain markets.
+Added: Products sold in Europe are generally subject to a two-year warranty period,
+Added: and the Company’s estimates incorporate expected warranty claims over the applicable coverage period.
+Added: of June 30, 2026 and December 31, 2025, total warranty liabilities were $ 38,843 and $ 36,833 , respectively.
+Added: Of these amounts, $ 32,004
+Added: and $ 30,023 were classified as current liabilities, while $ 6,839 and $ 6,810 were classified as non-current liabilities, respectively.
+Added: following table summarizes the activity in the Company’s warranty liabilities for the six months ended June 30, 2026 and 2025:
SCHEDULE OF WARRANTY LIABILITY
−Removed: Three months ended March 31,
+Added: Six months ended June 30,
Balance at the beginning of the period
Provision for warranties, net
−Removed: Warrant costs incurred
+Added: Warranty costs incurred
Balance at the end of the period
1 unchanged sentence
Non-current portion
−Removed: Company determines whether an arrangement is or contains a lease at inception.
−Removed: Lease agreements under which the Company is a lessee are
−Removed: evaluated for classification as either finance or operating leases.
−Removed: The Company’s leases are classified as operating leases.
−Removed: lease right-of-use (“ROU”) assets and corresponding lease liabilities are recognized at the commencement date based on the
−Removed: present value of lease payments over the lease term.
−Removed: The ROU asset represents the Company’s right to use the underlying asset during
−Removed: the lease term, and the lease liability represents the Company’s obligation to make lease payments.
−Removed: As most of the Company’s
−Removed: leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate, determined based on information available
−Removed: at the lease commencement date, to measure the present value of lease payments.
−Removed: with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheets.
−Removed: Instead, lease expense
+Added: Company determines whether an arrangement is or contains a lease at contract inception.
+Added: Lease agreements under which the Company is the
+Added: lessee are evaluated for classification as either finance or operating leases.
+Added: The Company’s leases are classified as operating
+Added: Operating lease right-of-use (“ROU”) assets and corresponding lease liabilities are recognized at the commencement
+Added: date based on the present value of lease payments over the lease term.
+Added: The ROU asset represents the Company’s right to use the
+Added: underlying leased asset during the lease term, while the lease liability represents the Company’s obligation to make lease payments.
+Added: As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate, determined
+Added: based on information available at the lease commencement date, to measure the present value of lease payments.
+Added: with an initial term of 12 months or less are not recognized on the Company’s condensed consolidated balance sheets.
+Added: Lease expense
for these short-term leases is recognized on a straight-line basis over the lease term.
1 unchanged sentence
to account for lease and non-lease components as a single lease component.
−Removed: Company leases office space in New York City under an operating lease with a term of approximately 39 months, which includes an option
−Removed: The lease requires fixed monthly payments and does not include variable lease payments based on an index or rate.
−Removed: addition, on January 5, 2026, the Company, through its subsidiary AMCV Company Limited, entered into a lease agreement for office space
−Removed: in Vietnam with an initial term of 12 months.
−Removed: This lease qualifies as a short-term lease under ASC 842, and accordingly, no ROU asset
−Removed: or lease liability has been recognized.
−Removed: Instead, lease payments are recognized as rent expense on a straight-line basis over the lease
−Removed: Rent expense related to this lease was approximately $ 368 for the three months ended March 31, 2026.
−Removed: the three months ended March 31, 2026, the Company recognized operating lease expense of $ 14,210 , primarily related to its New York office
−Removed: No lease expense was recognized for the three months ended March 31, 2025.
−Removed: of March 31, 2026, the Company’s operating lease ROU asset and total lease liability were $ 88,354 and $ 96,051 , respectively, compared
−Removed: to $ 101,221 and $ 110,102 as of December 31, 2025.
−Removed: The decrease reflects ongoing amortization of the ROU asset and payments made against
−Removed: the lease liability during the period.
−Removed: components of operating lease expense for the three months ended March 31, 2026 and 2025 were as follows:
−Removed: SCHEDULE OF LEASE COST
+Added: Company leases office space in New York City under an operating lease agreement with a remaining lease term through November 2027.
+Added: lease requires fixed monthly rental payments and does not include material variable lease payments based on an index or rate.
+Added: addition, on January 5, 2026, the Company’s subsidiary , AMCV , entered into a lease agreement for office space in
+Added: Vietnam with an initial term of 12 months.
+Added: This lease qualifies for the short-term lease exemption under ASC 842.
+Added: Accordingly, no right-of-use
+Added: asset or lease liability has been recognized for this lease, and lease payments are recognized as short-term lease expense on a straight-line
+Added: basis over the lease term.
+Added: Short-term lease expense related to the Vietnam office lease was approximately $ 320 and $ 960 for the three
+Added: and six months ended June 30, 2026, respectively.
+Added: the three and six months ended June 30, 2026, the Company recognized operating lease expense related to its New York office lease of
+Added: approximately $ 14,210 and $ 28,419 , respectively.
+Added: For the three and six months ended June 30, 2025, the Company recognized operating lease
+Added: expense of approximately $ 49,734 .
Lease Expense
+Added: SCHEDULE OF LEASE COST
Three Months Ended
+Added: Six Months Ended
Operating lease expense
7 unchanged sentences
Lease Term and Discount Rate
−Removed: Weighted average lease term
+Added: Weighted average lease term (years)
Weighted average discount rate
3 unchanged sentences
Minimum Lease Payments
−Removed: following table summarizes the Company’s future lease payments under the operating lease as of March 31, 2026
+Added: following table summarizes the Company’s future lease payments under the operating lease as of June 30, 2026:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
6 unchanged sentences
Obligations under operating leases, non-current
+Added: LONG-TERM INVESTMENT
+Added: April 7, 2026 and May 19, 2026, the Company invested $ 500,000 on each date, for an aggregate investment of $ 1,000,000 , in Etronium AI
+Added: Inc., a privately held artificial intelligence technology company, through the purchase of two Simple Agreements for Future Equity (“SAFE
+Added: Agreements”).
+Added: the terms of the SAFE Agreements, the Company has contractual rights to receive equity securities of Etronium AI Inc.
+Added: upon the occurrence
+Added: of specified future financing or liquidity events, subject to the terms and conditions of the agreements.
+Added: The SAFE Agreements include
+Added: a post-money valuation cap of $ 10,000,000 , do not bear interest, and do not have stated maturity dates.
+Added: The SAFE Agreements generally
+Added: do not require repayment of the invested amounts except under limited contractual circumstances.
+Added: SAFE Agreements do not currently provide the Company with voting rights, any contractual right to board representation, or rights to
+Added: participate in the management or operating decisions of Etronium AI Inc.
+Added: The Company is not deemed a holder of Etronium AI Inc.’s
+Added: capital stock and does not have current ownership of Etronium AI Inc.
+Added: capital stock or stockholder rights unless and until shares are
+Added: issued upon conversion of the SAFE Agreements.
+Added: Accordingly, the Company does not have control or significant influence over Etronium
+Added: Management evaluated the SAFE Agreements under the applicable accounting
+Added: guidance and concluded that the investment did not qualify for equity method accounting and should be accounted for under ASC 321, Investments—Equity
+Added: Accordingly, the investment is accounted for under the measurement alternative at cost, less impairment, and adjusted
+Added: for observable price changes, if any.
+Added: Etronium AI Inc.
+Added: is privately held, no active market or quoted market price exists for the SAFE Agreements, and the investment does not
+Added: have a readily determinable fair value.
+Added: Accordingly, the Company elected the measurement alternative under ASC 321.
+Added: Under the measurement
+Added: alternative, the investment is carried at cost, less impairment, and adjusted for observable price changes resulting from orderly transactions
+Added: involving an identical or similar investment of the same issuer.
+Added: Company performs a qualitative impairment assessment each reporting period and evaluates whether observable transactions have occurred
+Added: that would require an adjustment to the carrying amount.
+Added: As of June 30, 2026, management identified no observable price changes and no
+Added: qualitative indicators of impairment.
+Added: of June 30, 2026, the carrying amount of the Company’s investment in Etronium AI Inc.
+Added: was $ 1,000,000 .
+Added: The investment is classified
+Added: as a long-term investment in the condensed consolidated balance sheet because the SAFE Agreements do not contain contractual maturity
+Added: dates, realization depends primarily on future financing or liquidity events, and management does not intend to dispose of the investment
+Added: within one year after the balance sheet date.
+Added: The related cash payments of $ 1,000,000 were classified as investing activities in the
+Added: condensed consolidated statement of cash flows.
+Added: the six months ended June 30, 2026, the Company recognized no impairment losses or observable price adjustments related to the investment.
CONCENTRATION
−Removed: SCHEDULE OF CONCENTRATION RISK
Concentration
−Removed: Company’s revenues are concentrated among a limited number of customers.
−Removed: The following customer accounted for 10% or more of total
−Removed: revenues for the three months ended March 31, 2026 and 2025:
+Added: SCHEDULE OF CONCENTRATION RISK
+Added: Company generates a significant portion of its revenues from a limited number of customers.
+Added: Customers accounting for 10% or more of total
+Added: revenues for the three and six months ended June 30, 2026 and 2025 were as follows:
Three months ended
+Added: Six months ended
Kami Vision Incorporated
−Removed: of March 31, 2026, and December 31, 2025, the following customer accounted for 10% or more of total accounts receivable – related
+Added: of June 30, 2026 and December 31, 2025, customers representing 10% or more of total accounts receivable – related party were as
Kami Vision Incorporated
ZKCam Technology Limited
−Removed: loss of this customer or a significant reduction in purchases by this customer could have a material adverse effect on the Company’s
+Added: loss of, or a significant reduction in business from, any of these customers could have a material adverse effect on the Company’s
business, financial condition, and results of operations.
Concentration
−Removed: Company relies on a limited number of suppliers for its inventory purchases.
−Removed: The following suppliers accounted for 10% or more of total
−Removed: purchases for the three months ended March 31, 2026 and 2025:
+Added: Company relies on a limited number of suppliers for the procurement of inventory and related products.
+Added: Suppliers accounting for 10% or
+Added: more of total inventory purchases for the three and six months ended June 30, 2026 and 2025 were as follows:
Three months ended
+Added: Six months ended
+Added: Ants Technology (HK) Limited (related party)
Senslab Technology Co., Ltd (related party)
−Removed: ZKCam Technology Limited (related party)
−Removed: Third-party supplier
+Added: Company periodically evaluates alternative sources of supply;
+Added: however, the loss of a significant supplier, or an interruption in the
+Added: supply of inventory from such supplier, could adversely affect the Company’s ability to fulfill customer orders until alternative
+Added: sources are obtained.
+Added: Concentration
+Added: The Company maintains cash and cash equivalents with
+Added: financial institutions in the United States.
+Added: These balances may, at times, exceed the FDIC insurance limit of $ 250,000 per depositor,
+Added: per insured financial institution .
+Added: Certain cash equivalents, including amounts held in money market funds, may not be insured by the
+Added: As of June 30, 2026 and December 31, 2025, the Company had cash and cash equivalents of $ 4,544,353 and $ 7,004,601 ,
+Added: respectively.
+Added: The Company has not experienced any losses on these balances.
STOCKHOLDERS’
Company’s stockholders’ equity reflects the capital structure established upon the completion of the Business Combination
−Removed: on December 9, 2025, which was accounted for as a reverse recapitalization in accordance with ASC 805.
−Removed: Under this method of accounting,
−Removed: the Company was treated as the accounting acquirer and AlphaVest Acquisition Corp.
−Removed: (“AlphaVest”) was treated as the acquired
−Removed: company for financial reporting purposes.
−Removed: connection with the Business Combination, AlphaVest held approximately $ 11.5 million in its trust account prior to redemptions.
−Removed: redemptions of approximately $ 2.6 million, the Company received net trust proceeds of approximately $ 8.9 million.
−Removed: In connection with the closing of the Business Combination on December
−Removed: 9, 2025, the Company
−Removed: received $ 8.0 million in gross proceeds from PIPE financing.
−Removed: In connection with the PIPE financing, the Company also issued warrants
−Removed: that were initially classified as a derivative liability under ASC 815.
−Removed: Upon the closing of the Business Combination and related transactions,
−Removed: the warrants no longer met the criteria for liability classification, and the remaining fair value was reclassified to additional paid-in
−Removed: As of March 31, 2026, no PIPE warrant liability remained outstanding.
+Added: on December 9, 2025, which was accounted for as a reverse recapitalization in accordance with ASC 805-40, with AMC Corporation treated
+Added: as the accounting acquirer and AlphaVest treated as the accounting acquiree for financial reporting purposes .
+Added: connection with the Business Combination, AlphaVest held approximately $ 11.5 million in its trust account prior to stockholder redemptions.
+Added: Following redemptions of approximately $ 2.6 million, the Company received net trust proceeds of approximately $ 8.9 million.
+Added: with the closing of the Business Combination, the Company completed a private investment in public equity (“PIPE”) financing,
+Added: receiving gross proceeds of approximately $ 8.0 million.
+Added: PIPE financing included the issuance of warrants that were initially classified as a derivative liability under ASC 815, Derivatives
+Added: and Hedging .
+Added: Upon the occurrence of the reset event on December 30, 2025, the exercise price and number of shares issuable under
+Added: the PIPE Warrants became fixed.
+Added: As a result, the warrants met the criteria for equity classification, and their remaining fair value
+Added: was reclassified from derivative liabilities to additional paid-in capital.
+Added: Accordingly, no PIPE warrant liability remained outstanding
+Added: as of June 30, 2026 or December 31, 2025.
a result of the reverse recapitalization, AlphaVest’s historical equity was eliminated and replaced with the equity structure of
−Removed: the combined company, including the retroactive restatement of shares and per share amounts for all periods presented.
−Removed: the three months ended March 31, 2026, the Company issued 5,000 shares of common stock upon the exercise of warrants at an exercise price
−Removed: of $ 4.017 per share, resulting in total cash proceeds of $ 20,085 .
−Removed: The proceeds were recorded as an increase to common stock and additional
−Removed: paid-in capital.
−Removed: As a result, the Company’s total shares of common stock outstanding increased from 22,595,363 as of December 31,
−Removed: 2025 to 22,600,363 as of March 31, 2026.
−Removed: were no other material changes to stockholders’ equity during the three months ended March 31, 2026.
−Removed: Refer to the Company’s
−Removed: Annual Report on Form 10-K for the year ended December 31, 2025 for additional details regarding the Business Combination.
−Removed: Company determines its reportable operating segments using the “management approach” in accordance with ASC 280, Segment
−Removed: Under this approach, operating segments are based on the internal reporting structure used by the Company’s chief
−Removed: operating decision maker (“CODM”) to allocate resources and assess operating performance.
−Removed: The Company’s Chief Executive
−Removed: Officer serves as the CODM and evaluates segment performance primarily based on segment revenue and segment net income (loss).
−Removed: Company operates online stores on e-commerce platforms with separate platform accounts serving North America and Europe.
−Removed: Accordingly, the Company has identified two
−Removed: reportable operating segments:
−Removed: (1) North America (including assets and operating results of AMCV) and (2) Europe.
−Removed: Revenue generated
−Removed: through these e-commerce platforms is the primary performance indicator, as the Company’s business model is focused on selling
−Removed: products through online marketplace stores.
−Removed: the termination of the Company’s variable interest entity (“VIE”) arrangements in December 2025, the Company no longer
−Removed: has operations in China , and therefore does not present a China segment for the three months ended March 31, 2026.
−Removed: revenues are directly attributed to the geographic region in which the sales are generated.
−Removed: Cost of revenues and operating expenses are
−Removed: allocated based on the relative proportion of revenue generated by each segment.
−Removed: Interest income and interest expense are allocated based
−Removed: on the use of underlying assets or liabilities within each segment.
−Removed: Other segment expenses are not material individually and are not
−Removed: presented separately.
+Added: the combined company.
+Added: Accordingly, all share and per-share amounts presented in the accompanying condensed consolidated financial statements
+Added: have been retroactively restated to reflect the exchange ratio established in the Business Combination.
+Added: the six months ended June 30, 2026, holders of the Company’s warrants exercised warrants to purchase 5,000 shares of common stock
+Added: at an exercise price of $ 4.017 per share, resulting in aggregate cash proceeds of $ 20,085 .
+Added: The proceeds were recorded as increases to
+Added: common stock and additional paid-in capital.
+Added: As a result, the number of shares of common stock outstanding increased from 22,595,363
+Added: shares as of December 31, 2025 to 22,600,363 shares as of June 30, 2026.
+Added: for the warrant exercises and the effects of the Company’s net loss and other comprehensive loss, there were no material changes
+Added: to the Company’s stockholders’ equity during the six months ended June 30, 2026.
+Added: Refer to the Company’s Annual Report
+Added: on Form 10-K for the year ended December 31, 2025 for additional information regarding the Business Combination and related equity transactions.
+Added: Company determines its reportable operating segments using the management approach in accordance with ASC 280, Segment Reporting .
+Added: Operating segments are identified based on the internal reports regularly reviewed by the Company’s Chief Executive Officer, who
+Added: serves as the CODM, for purposes of evaluating performance and allocating resources.
+Added: Company conducts its operations primarily through online e-commerce platforms serving customers in North America and Europe.
+Added: the Company has identified two reportable operating segments:
+Added: North America and Europe.
+Added: the termination of the Company’s VIE arrangements in December 2025, the Company no longer conducts operations in China .
+Added: beginning in 2026, China is no longer presented as a reportable operating segment.
+Added: is attributed to the geographic region in which the related sales are generated.
+Added: Cost of revenues and operating expenses are directly
+Added: assigned or allocated to the reportable segments based on the nature of the underlying activities.
+Added: For costs and expenses that are not directly attributable to a specific
+Added: segment, the Company generally allocates such amounts based on each segment’s proportionate share of revenue for the applicable
+Added: quarterly period.
+Added: For interim year-to-date reporting, the quarterly allocations are aggregated to derive the cumulative year-to-date segment
+Added: Interest income and interest expense
+Added: are allocated based on the use of the related assets and liabilities.
+Added: expenses, assets, liabilities and other amounts associated with AMCV are included solely to reconcile the Company’s reportable
+Added: segment information to the corresponding consolidated amounts.
+Added: These items are presented separately as Reconciliation and Other and do
+Added: not represent a separate operating or reportable segment.
+Added: following tables present selected financial information for the Company’s reportable operating segments.
SCHEDULE OF SEGMENT REPORTING
North America
+Added: Reconciliation
North America
1 unchanged sentence
Three months ended
+Added: June 30, 2026
+Added: June 30, 2025
North America
+Added: Reconciliation
North America
17 unchanged sentences
Travel and entertainment
−Removed: (Reversal)/provision for credit losses - related party
Office expenses
7 unchanged sentences
Other expense
+Added: Income tax (provision) benefit
Segment Net Income (Loss)
−Removed: following table presents total assets by segment as of March 31, 2026 and December 31, 2025.
+Added: $ ( 136,812 )
+Added: $ ( 175,730 )
+Added: $ ( 204,861 )
+Added: $ ( 228,913 )
North America
+Added: Reconciliation
North America
−Removed: March 31, 2026
+Added: Six months ended
+Added: Six months ended
+Added: June 30, 2026
+Added: June 30, 2025
+Added: Reconciliation
+Added: Product revenue
+Added: Product revenue - related party
+Added: Revenue share – related party
+Added: Intelligent Information Service - related party
+Added: AI Service Sharing - related party
+Added: Total Revenues
+Added: Cost of Revenue:
+Added: E-commerce platform expenses
+Added: Delivery and freight cost
+Added: Inventory impairment losses
+Added: Total Cost of Revenue
+Added: Operating Expenses:
+Added: Marketing and advertising
+Added: Consulting fee
+Added: Warranty expense
+Added: Payroll expenses
+Added: Professional fees
+Added: Travel and entertainment
+Added: Office expenses
+Added: State B&O tax
+Added: Other segment expenses
+Added: Other Income/(Expenses):
+Added: Marketing campaign
+Added: Interest income
+Added: Loss on deconsolidation
+Added: Interest expense
+Added: Other expense
+Added: Income tax (provision) benefit
+Added: Segment Net Income (Loss)
+Added: $ ( 234,119 )
+Added: $ ( 306,090 )
+Added: following table presents total assets by segment as of June 30, 2026 and December 31, 2025.
+Added: Reconciliation
+Added: June 30, 2026
December 31, 2025
−Removed: North America
−Removed: North America
+Added: Reconciliation
TOTAL SEGMENT ASSETS
−Removed: Company’s provision for income taxes for the three months ended March 31, 2026 and 2025 consisted of the following:
+Added: Company’s provision for income taxes for the three and six months ended June 30, 2026 and 2025 consisted of the
SCHEDULE OF PROVISION FOR INCOME TAXES
Three months ended
−Removed: Current tax provision
+Added: Six months ended
+Added: Current tax provision (benefit)
Deferred tax provision
−Removed: Total provision for income taxes
−Removed: Company is subject to U.S.
−Removed: federal and state income taxation.
−Removed: For the three months ended March 31, 2026 and 2025, the Company recorded
−Removed: state income tax expense of approximately $ 2,099 and $ 4,323 , respectively, and no federal income tax expense in either period.
−Removed: Company’s effective tax rate is 1.42 % for the three months ended March 31, 2026 , compared to ( 5.93 %) in the same period last year.
−Removed: Our effective tax rate is higher than the U.S.
−Removed: federal statutory tax rate primarily as a result of projected full year profits in US.
−Removed: of a portion of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income in future
−Removed: years to obtain benefit from the reversal of temporary differences.
−Removed: considered all available evidence under existing tax law and anticipated expiration of tax statutes and determined that a full valuation
−Removed: allowance was required as of March 31, 2026.
−Removed: have not completed a study to determine whether and ownership change per the provisions of Section 382 of the Internal Revenue Code of
−Removed: 1986, as amended, as well as similar state provisions, has occurred.
−Removed: Utilization of the Company’s net operating loss and income
−Removed: tax credit carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could
−Removed: occur in the future.
−Removed: These ownership changes may limit the amount of the net operating loss and income tax credit carryover that can
−Removed: be utilized annually to offset future taxable income.
−Removed: In general, an “ownership change” as defined by Section 382 of the
−Removed: Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage
−Removed: points of the outstanding stock of a company by certain stockholders.
−Removed: Currently the approximately 70% of the Company is owned by a single
−Removed: shareholder since the inception of the Company through 3/31/2026, it is unlikely that a section 382 ownership change has occurred.
−Removed: following table reconciles the U.S.
−Removed: federal statutory income tax rate to the Company’s effective tax rate for the three months
−Removed: ended March 31, 2026 and 2025:
−Removed: SCHEDULE OF FEDERAL STATUTORY INCOME TAX RATE
−Removed: Three months ended March 31,
−Removed: Tax provision
−Removed: Effect of State taxes
−Removed: federal effect of state tax in deferred
−Removed: Foreign tax rate differential
−Removed: R&D tax credits
−Removed: Change in valuation allowance
−Removed: Credits generated in current year
−Removed: Permanent differences
−Removed: Federal Tax - PY
−Removed: Federal Penalties
−Removed: Effective tax rate
−Removed: of March 31, 2026 and December 31, 2025, the Company had no net deferred tax assets due to a full valuation allowance recorded against
−Removed: its deferred tax assets.
−Removed: The components of deferred tax assets and liabilities were as follows:
−Removed: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS
−Removed: Deferred tax asset attributable to:
−Removed: Tax effect of net operating losses carried forward
−Removed: Section 174 costs, net
−Removed: Warranty liabilities
−Removed: Inventory reserve
−Removed: Lease Liability
−Removed: Right of Use Asset
+Added: Total provision (benefit) for income taxes
+Added: Company calculates its interim income tax provision in accordance with ASC 740-270, Income Taxes—Interim Reporting , using
+Added: an estimated annual effective tax rate applied to year-to-date ordinary income or loss, with the tax effects of discrete items recognized
+Added: in the period in which they occur.
+Added: the three months ended June 30, 2026 and 2025, the Company recorded an income tax benefit of approximately $ 1,655 and
+Added: income tax expense of approximately $ 1,751 ,
+Added: respectively.
+Added: For the six months ended June 30, 2026 and 2025, the Company recorded income tax expense of approximately $ 444 and
+Added: respectively.
+Added: The Company’s current income tax provision primarily relates to state income taxes, as the Company does not
+Added: expect to incur federal current income tax for the periods presented.
+Added: No material discrete tax items were identified during the
+Added: three and six months ended June 30, 2026.
+Added: the six months ended June 30, 2026, the Company’s estimated annual effective tax rate differed from the U.S.
+Added: federal statutory
+Added: income tax rate primarily as a result of state income taxes and the effect of the valuation allowance maintained against the Company’s
deferred tax assets.
−Removed: valuation allowance
−Removed: Deferred tax assets, net
−Removed: assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not that such assets will be
−Removed: Based on available evidence, including historical operating results, cumulative losses, projected future taxable income, and
−Removed: tax planning strategies, management determined that a full valuation allowance was required as of March 31, 2026 and December 31, 2025.
−Removed: of March 31, 2026, the Company had federal net operating loss carryforwards of approximately $ 1.2 million and state net operating loss
−Removed: carryforwards of approximately $ 0.6 million, which may be available to offset future taxable income, subject to applicable limitations.
−Removed: Tax Positions
−Removed: accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at
−Removed: the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.
−Removed: An uncertain income tax
−Removed: position will not be recognized if it has less than a 50% likelihood of being sustained.
−Removed: The Company provided for state taxes for which
−Removed: the Company has a state filing requirement but has chosen not to file in these states.
−Removed: Company recognizes interest and penalties related to unrecognized tax positions within the income tax expense line in the accompanying
−Removed: consolidated statements of operations.
−Removed: If the uncertain tax positions were recognized, there would not be a material impact on the effective
−Removed: There were no accrued interest and penalties associated with uncertain tax positions as of March 31, 2026 or December 31, 2025.
−Removed: reconciliation of the amount of unrecognized tax benefits is as follows:
−Removed: SCHEDULE OF UNRECOGNIZED TAX BENEFITS
−Removed: Beginning balances
−Removed: Increases related to current year tax positions
−Removed: Ending balances
−Removed: Company is not currently under examination by federal, state, or foreign taxing authorities.
−Removed: As of March 31, 2026, the Company’s
−Removed: 2021 through 2024 tax years generally remain subject to examination for U.S.
−Removed: federal and state income tax purposes.
−Removed: In certain state
−Removed: jurisdictions where the Company may have nexus but has not filed income tax returns, the statute of limitations may remain open indefinitely.
−Removed: The Company’s foreign subsidiaries remain subject to examination by the relevant tax authorities in their respective jurisdictions.
−Removed: July 4, 2025, the U.S.
−Removed: enacted the One Big Beautiful Bill Act.
−Removed: AMC is still evaluating elections it may be eligible to make, so currently
−Removed: not possible to evaluate the impact of the law change to AMC.
+Added: of June 30, 2026 and December 31, 2025, the Company maintained a full valuation allowance against its deferred tax assets.
+Added: realizability, management considered available positive and negative evidence, including historical operating results, cumulative losses,
+Added: projected future taxable income, reversal of existing temporary differences, available tax-planning strategies, and applicable carryforward
+Added: periods and expiration dates, and concluded that it was more likely than not that the deferred tax assets would not be realized.
+Added: the Company had no net deferred tax assets recognized as of June 30, 2026 or December 31, 2025.
+Added: Company has identified uncertain tax positions related to potential state income tax filing obligations in jurisdictions where it may
+Added: have nexus but has not filed income tax returns.
+Added: There were no material changes in the Company’s uncertain tax positions during
+Added: the six months ended June 30, 2026.
+Added: Company’s ability to utilize its net operating loss and tax credit carryforwards may be subject to limitations under Section 382
+Added: of the Internal Revenue Code if an ownership change has occurred.
+Added: Based on information currently available to management, including the
+Added: Company’s ownership history, management is not aware of any transaction or series of transactions that would have resulted in an
+Added: ownership change under Section 382.
+Added: However, the Company has not completed a formal Section 382 study, and therefore no assurance can
+Added: be provided that an ownership change has not occurred.
AND CONTINGENCIES
−Removed: the ordinary course of business, the Company may be subject to various commitments and contingencies, including contractual obligations
−Removed: and potential legal matters.
−Removed: Company evaluates such matters in accordance with ASC 450, Contingencies , and records a liability when it is probable that a loss
−Removed: has been incurred and the amount can be reasonably estimated.
−Removed: If a loss is reasonably possible but not probable, or if the amount cannot
−Removed: be reasonably estimated, the Company discloses the nature of the contingency.
−Removed: of March 31, 2026 and December 31, 2025, the Company was not subject to any material pending or threatened litigation, claims, or assessments,
−Removed: and did not have any material commitments or contingencies that required accrual or disclosure in the condensed consolidated financial
+Added: the ordinary course of business, the Company is subject to various commitments and contingencies, including contractual obligations,
+Added: commercial commitments, and potential legal proceedings.
+Added: Company accounts for contingencies in accordance with ASC 450, Contingencies .
+Added: A liability is recognized when it is probable that
+Added: a loss has been incurred and the amount of the loss can be reasonably estimated.
+Added: If a loss is reasonably possible but not probable, or
+Added: if the amount of the loss cannot be reasonably estimated, the nature of the contingency is disclosed, if material.
+Added: time to time, the Company may become involved in legal proceedings, claims, and regulatory matters arising in the ordinary course of
+Added: Management reviews the status of such matters on an ongoing basis and establishes reserves when appropriate in accordance with
+Added: of June 30, 2026 and December 31, 2025, the Company was not a party to any material pending or threatened legal proceedings, claims,
+Added: or assessments, and management is not aware of any matters that would require recognition of a material liability or disclosure in the
+Added: accompanying condensed consolidated financial statements.
+Added: Company has also entered into agreements that contain customary representations, warranties, and indemnification provisions.
+Added: does not believe that any material liabilities have arisen under these arrangements as of June 30, 2026.
accordance with ASC Topic 855, Subsequent Events , which establishes general standards for the accounting and disclosure of events
that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events and transactions
−Removed: that occurred after March 31, 2026 through the date the consolidated financial statements were issued.
+Added: that occurred after June 30, 2026 through the date the consolidated financial statements were issued.
on this evaluation, management determined that there were no subsequent events that required recognition or disclosure in the accompanying
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.