Aether Holdings, Inc. 10-K

ITEM 1. Business Overview We are an emerging financial technology platform company that offers proprietary research analytics, data and tools for both institutional and retail equity traders (who we refer to herein as “Users”) through our flagship platform, SentimenTrader.com. By integrating advanced technologies, including artificial intelligence (“AI”) tools, with the critical thinking and analytical abilities of our team of evidenced-based trading veterans, we aim to provide our Users with a powerful combination of technology and expertise, enabling them to make informed decisions and optimize their trading strategies in the markets. Our platform is powered by an advanced data collection system that operates utilizing application programming interface (known as API) calls and web scraping, and fetching raw data (i.e., unprocessed, and non-personalized data) 24/7 from a wide array of authoritative sources, including industry leaders like Bloomberg, Chicago Board Options Exchange, Consensus, Commodity Futures Trading Commission, End of Day Historical Data and Intercontinental Exchange. This automated process allows us to remain abreast of the latest market trends, trading volumes, and essential financial indicators. Starting with this continuous collection of data, our algorithms categorize and refine information into proprietary indicators which our Users can choose to use to develop or enhance their trading strategies. Additionally, our analysts apply their expertise to this data across various financial instruments, generating detailed reports for our Users’ consumption. The integration of our technology, especially in stock index analysis, leverages advanced machine learning to refine and enhance signal detection continually. This synergy culminates in delivering User-centric tools and solutions, providing our Users with access to analytics and insights, and a foundation for all our AI-driven tools and services. This approach not only offers timely and accurate data directly to our Users but also fosters trust and transparency, minimizing User reliance on third-party sources in their development of trading strategies. Our platform currently provides coverage of U.S. equity and option securities, evaluating the equities and options markets and conducting assessments through our analysts and technology daily. SentimenTrader utilizes technical indicators of market sentiment (meaning our proprietary gauge of the overall attitude of investors towards a particular market or security) as the cornerstone for our analyses and integrates technological advancements and the potential of deep learning techniques to analyze the market and facilitate our Users’ creation of trade ideas, strategies, and models. We intend to target a wider audience than our current User base by broadening the scope and variety of our products, expanding the types of securities our platform covers, and broadening our coverage to include more markets and exchanges. Beginning in April 2025, we began a new initiative to expand our newsletter business through the incorporation of our wholly-owned subsidiary, Alpha Edge Media, Inc. (“AEM”). The newsletters published by AEM target both institutional and retail investors, focusing on topics such as macroeconomic trends, market insights, and market psychology, while broadening our overall coverage of securities, markets and exchanges. We believe the expansion of our newsletter business will complement the newsletters currently published through our SentimenTrader platform and enable us to continue to build brand authority, expand recurring engagement with our Users, generate new User engagement with SentimenTrader, and open up new revenue streams through potential advertisements, sponsorships, and premium content. We continue to focus on achieving our mission of establishing ourselves as a preeminent fintech information company dedicated to the development of smart platforms tailored to empower the investing community with actionable strategic insights. To this end, in addition to our establishing AEM to further develop our newsletter business and expand the securities, markets, and exchanges we currently cover, we are also actively exploring research and development initiatives to focus on advancing proprietary analytics and AI-driven models, as well as the possibility of growth through acquisition of complementary tools and technologies that would enhance our platform’s capabilities and value to Users. Our Bitcoin Treasury Strategy WE ARE NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN A REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT. 7 Summary This section summarizes our current strategy to acquire the cryptocurrency bitcoin, which is a key component of our treasury strategy. As of the date of this Annual Report, while our board of directors has approved this strategy, we have yet to actually purchase bitcoin or any other cryptocurrency or asset. Moreover, we reserve the right to update and alter our treasury strategy from time to time. We view bitcoin as a reliable store of value and a compelling investment. We believe it has unique characteristics as a scarce and finite asset that can serve as a reasonable inflation hedge and safe haven amid global instability. Bitcoin is a highly volatile asset that has traded below $75,000 per bitcoin and above $125,000 per bitcoin on Coinbase in the 12 months preceding the date of this Annual Report. More recently, between November 4, 2025, and December 5, 2025, bitcoin has traded above $105,000 per bitcoin and below $85,000 per bitcoin on Coinbase. While highly volatile, bitcoin’s price has also appreciated significantly since bitcoin’s inception in January 2009 (at zero per bitcoin). We believe that a substantial portion of bitcoin’s appreciation is attributable to the view that bitcoin is or will become a reliable store of value and that the growing global acceptance and “institutionalization” of bitcoin supports our view that bitcoin is a reliable store of value. We believe that bitcoin’s unique attributes discussed above not only differentiate it from fiat money, but also from other cryptocurrency assets, and for that reason, we currently have no plans to purchase cryptocurrency assets other than bitcoin; however, we will continue to evaluate our treasury strategy and the merits of other crypto currencies and digital assets which the United States Securities and Exchange Commission (the “SEC”) has determined are not securities. Our bitcoin treasury strategy is and will be subject to significant and evolving risks. For an overview of such risks, see the section of this Annual Report entitled “ Risk Factors - Risks Related to our Bitcoin Treasury Strategy and Holdings .” Our Decision to Adopt Bitcoin as Our Primary Reserve Strategy Since our April 2025 initial public offering, our board of directors and senior management have been examining potential uses for our cash on hand, including acquisitions and strategic partnerships. After studying various alternatives, we decided that investing in bitcoin as a treasury strategy is currently the best use of our cash. Our goal is to make bitcoin our principal treasury holding on an ongoing basis, subject to market conditions and our anticipated cash needs. As we embark on our new bitcoin acquisition strategy, our board intends to proactively evaluate our use of cash, ensuring we maintain adequate working capital. As of the date of this Annual Report, we do not hold any bitcoin. We intend to use a phased approach, purchasing bitcoin over time rather than large block purchases, for both our initial acquisition of bitcoin with the proceeds from either a public or private offering of our securities and for our continued acquisition of bitcoin, so that we can mitigate the risk of purchasing in unfavorable market conditions and so that we can execute on certain strategic decisions from time to time. Other than acquiring bitcoin with the proceeds from an offering of our securities and our liquid assets that exceed working capital requirements, our bitcoin treasury strategy also involves entering into certain hedging transactions, including the purchase by us of bitcoin put options and call options, to mitigate our exposure to fluctuations in the price of bitcoin and issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin from time to time, and subject to market conditions. We view bitcoin as a core holding and while we expect to accumulate bitcoin in the future, we have made no commitment to do so as of the date of this Annual Report. This overall strategy also contemplates that we may (i) periodically sell bitcoin for general corporate purposes, including to generate cash for treasury management (which may include debt repayment, if appropriate at such time), for acquisitions, or for strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions that are collateralized by our bitcoin holdings, and (iii) pursue strategies to create income streams or otherwise generate funds using our bitcoin holdings. At this time, we do not have a specific policy governing the percentage of our treasury holdings that will be bitcoin. Accounting In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets, including bitcoin holdings, to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. 8 Recent Developments Formation of 537 Greenwich LLC On October 14, 2025, we formed a new wholly owned subsidiary, 537 Greenwich LLC, under the laws of the State of Delaware. 537 Greenwich LLC was established to acquire and hold office space in New York City, which will serve as our new corporate headquarters. Acquisition of 21bitcoin.xyz On October 15, 2025, we announced the acquisition of 21Bitcoin.xyz (“21Bitcoin”), a digital platform that autonomously generates and distributes real-time market intelligence through an advanced AI-powered publishing engine. 21Bitcoin provides expansive coverage of the digital asset landscape, including market trends, blockchain innovation, industry developments, regulatory policy, decentralized finance (DeFi), non-fungible tokens (NFTs), the metaverse, Web3 infrastructure, cybersecurity, privacy, and global adoption trends. The integration of 21Bitcoin into AEM is expected to deepen our coverage for both institutional and retail readers by combining algorithmic precision with editorial context. We believe this acquisition strengthens AEM’s position as a data-centric media network, enhances its AI and automation capabilities, and supports our broader strategy to expand our AI-driven media and fintech ecosystem. The acquisition aligns with our long-term vision to merge advanced analytics with trusted financial media, creating a connected ecosystem of insights, automation, and intelligence. Removal of Director On November 21, 2025, we received a written consent, dated November 21, 2025, in lieu of a stockholder meeting, executed in accordance with Section 228 of the Delaware General Corporation Law (the “DGCL”) and Article III Section 8 of our Amended and Restated Bylaws, whereby Elixir Technology Inc., an entity controlled by Jaclyn Mang Hei Wu, a former member of our board of directors, and Up and Up Ventures Limited, an entity controlled by Nicolas Kuan Liang Lin, our Chairman and Chief Executive Officer, which together are the beneficial owners of a majority of our outstanding common stock, removed Mr. David Mandel from our board of directors with immediate effect pursuant to Section 141(k) of the DGCL. Dispute with Former Director As previously reported in our Quarterly Report on Form 10-Q for the period ended June 30, 2025, our management is currently engaged in a dispute with Mr. David Mandel, a former member of our board of directors. On July 18, 2025, our board of directors received an email notification from Mr. Mandel wherein he alleged that he was promised the position of Chief Executive Officer of the Company with associated compensation of an annual salary of $220,000 and seven percent (7%) of the outstanding common stock of the Company, subject to a vesting schedule over a three-year period. Our management firmly denies these allegations, rejects the premise that any agreement related to the subject matter of the allegations was ever entered into, and does not believe that any related legal claim, if brought, would hold merit or be valid. See the section of this Annual Report entitled “ Risk Factors - Our management is currently in a dispute with one of our former directors. If he were to bring legal action against us, and we were to receive an adverse ruling, it could materially and adversely affect our reputation, dilute our shareholders’ equity interests in the Company, and adversely affect our stock price ” for a discussion of the risks associated with the dispute. Special Committee Investigation As previously reported in our Quarterly Report on Form 10-Q for the period ended June 30, 2025, on July 23, 2025, our board of directors was made aware through the online publication of a third party “short report” of certain assertions that Nicolas Lin, our Chief Executive Officer and Chairman, did not disclose an affiliation with one of our shareholders, 28 Ventures Aether, A Series of 28 Ventures Master Fund LLC (“28 Ventures Aether”) (such assertions, the “Assertions”). In response, our board of directors, through the Company’s counsel, initiated an investigation (the “Investigation”) into, among other things, whether Mr. Lin has beneficial ownership of, or voting or dispositive control over, the shares of our common stock held by 28 Ventures Aether. On August 18, 2025, our board of directors formed a special committee (the “Special Committee”) comprised of two non-management directors, Justin Molander and Timothy Murphy, to, among other things, oversee the Investigation and report to the board of directors its conclusions and recommendations as to what actions, if any, the Company should take with respect to the Assertions. 9 With the assistance of counsel, the Special Committee reviewed documentation, interviewed witnesses, and made inquiries of third parties. The Special Committee presented preliminary conclusions and recommendations to our board of directors on September 18, 2025, and final conclusions and recommendations October 31, 2025, which our board of directors adopted. Following the Investigation, the Special Committee found no conclusive evidence that Mr. Lin, from December 30, 2024, the date of the initial filing of our registration statement on Form S-1 with the SEC, to the present, held an ownership interest in 28 Ventures Aether, 28 Ventures Master Fund LLC (“28 Ventures Master”), or any of their affiliated entities (together with 28 Ventures Aether and 28 Ventures Master, the “28 Venutres Entities”), was an affiliate of any 28 Ventures Entities, or that Mr. Lin otherwise held or exercised voting power, dispositive control, or managerial authority, directly or indirectly, over the shares of our common stock owned by 28 Ventures Aether. Resignation of Director On December 14, 2025, Jaclyn Mang Hei Wu resigned as a member of our board of directors for personal reasons related to a regulatory proceeding (announced on November 27, 2025) initiated by the British Columbia Securities Commission towards her and Elixir Technology Inc. (a significant stockholder of the Company which is also an affiliate of Ms. Wu). Our Industry and Market Opportunity According to The Business Research Company’s Financial Services Global Market Report 2025 , the global financial service market was worth $33.77 trillion in 2024 and will grow to $36.13 trillion in 2025 at a compound annual growth rate (or CAGR) of 7.0%. The global fintech market was valued at $378.33 billion in 2024 and is projected to be worth $442.89 billion in 2025 and reach $828.06 billion by 2029, exhibiting a CAGR of 16.9% during the forecast period (2024-2029), according to the Fintech as a Service (FaaS) Global Market Report 2025 published by the Business Research Company. North America dominated the global market with a share of 34.05% in 2024 according to Fortune Business Insights. The sector’s expansion provides us with an excellent opportunity to strategically leverage this growth. By offering advanced research analytics and tools tailored to meet the dynamic requirements of traders, we can be effectively positioned as a pivotal resource in the trading community. Additionally, according to the AI in FinTech Global Market Report 2025 by the Business Research Company, AI use in the global fintech market showcased remarkable growth in 2025, expanding from $14.13 billion in 2024 to $17.69 billion, recording an impressive CAGR of 25.2%, and the market anticipates continued expansion with projections pointing towards reaching $51.08 billion by 2029 at a robust CAGR of 30.4%. The increasing adoption of AI in fintech has led to our integration of AI tools, providing Users with cutting-edge capabilities for more informed decision-making. According to a 2025 market research report by Business Research Insights, the global Self-Directed Investors Market is expected to rise to $108.01 billion in 2025 and is projected to reach $160.79 billion by 2035, growing at a CAGR of 4.52%. Growth has been fueled by COVID-19-driven financial literacy, commission-free trading, and the rise of socially responsible investing (SRI). Key segments include Paid Financial Advisory and Fully Self-directed Investment, catering to HNW clients under and above 35 years. North America leads due to advanced platforms and high financial literacy, followed by Europe and Asia, where technology adoption is driving growth. Furthermore, innovation in AI and data analytics has enabled self-directed investors to rely on concrete data to inform their investment decisions. This trend is expected to grow the market because technology is enhancing the ability of investors to control and manage their portfolios. According to the Securities Industry and Financial Markets Association’s 2025 Capital Markets Fact Book, the U.S. equity markets are the largest in the world and continue to be among the deepest, most liquid and most efficient, representing 49.1% of the $126.7 trillion global equity market cap in 2024, or $62.2 trillion, which is 5.3x the next largest market, China. The U.S. share of the global equity market cap has averaged 39.9% over the last 10 years, troughing at 36.6% in 2015 and peaking at 49.1% in 2024. Global futures and options trading volume hit a record 137.3 billion contracts in 2023, up 64% compared with approximately 84 billion contracts in 2022. 2023 was the sixth consecutive year of record-setting trading activity in the global listed derivatives markets, and North America is the second largest region in terms of trading volume, according to an article published by the Futures Industry Association on January 19, 2024, entitled “ Global futures and options volume hits record 137 billion contracts in 2023. ” 10 In 2022, the stock market faced significant setbacks resulting from the global COVID-19 pandemic, associated economic concerns, and significant inflation. Even under these conditions, these volatile conditions still spurred the rise of individual investors eager to capitalize on market entry points. Notably, the volume of derivatives trading, particularly options, maintained an upward trajectory. With the economy continuing to recover and stock markets reaching new highs in 2025, we are well-placed and embrace the opportunities that lie ahead in 2026, to serve the expanding retail investor market, particularly in the United States, where we have a substantial client base and significant global interest in U.S. equities and options. We plan to continue capitalizing on this rise of individual investors by focusing on our strategy to broaden market reach, which includes cross-selling services and incorporating complementary tools that align with our service offerings. Our aim is to deepen our subscriber base in the United States and attract a diverse international audience within the self-directed investing market segment. Our Flagship Product - SentimenTrader.com Founded by Jason Goepfert in January 2003, Sundial Capital Research Inc. (“Sundial”) is a financial technology platform providing insights into market sentiment through a variety of tools, reports, and strategies, and it has made significant strides in the financial sector. Leveraging Jason’s extensive experience in financial markets and the brokerage business, Sundial has operated the website SentimenTrader.com since 2003, and the platform has become well renowned for its comprehensive market sentiment indicators and models for elite traders and money managers. Since 2015, we reconstructed the firm’s data infrastructure from the ground up, marking Sundial’s transition into a technology-centric research entity. This transformation has significantly enhanced SentimenTrader’s technology and functions. Over the past decade, SentimenTrader has distinguished itself as a leading and influential financial research platform. Leveraging vast amounts of historical and current data, it offers advanced market indicators and analysis to our Users. SentimenTrader is particularly acclaimed for its innovative proprietary research methods, such as the Smart Money Confidence Indicator, which monitors institutional investors’ buying and selling activities, and the Market Sentiment Optimism Indexes (Optix), that measure the current level of market sentiment against its recent range. These features have solidified SentimenTrader’s reputation as a cornerstone for sophisticated market insights, making it an indispensable tool for understanding market dynamics. Market sentiment encompasses the general feeling or tone of a market or particular security based on various indicators and market activities. It is an amalgamation of investor attitudes, opinions, and expectations, and plays a crucial role in influencing market movements. The market can be influenced by a spectrum of factors including economic data, geopolitical events and market trends, which makes market sentiments important considerations when making trade decisions. SentimenTrader’s expertise lies in transforming the concepts and factors that influence market sentiment through our research, data and tools into actionable strategies for our Users. Our SentimenTrader platform provides insight into market sentiments through its tools, reports, and data collection. The market sentiments are generally identified and analyzed through our proprietary indicators developed by our analysts, such as our Smart Money Confidence Indicator and Optix. Our research reports are written by our team of veteran Wall Street analysts led by Jay Kaeppel and are sent to our Users via e-mail on a daily and weekly basis. Our research reports aim to analyze the current market sentiment through the use of human intuition and years of expertise. Our analysts will typically provide a thesis regarding the market sentiment of how a particular market will move in the future and a supporting argument in each report. Analysts also use graphs and charts created on the SentimenTrader platform as visual explanation in support of their theses. The research reports encompass a range of topics such as U.S. equities, indexes, options, commodities, government and corporate bonds. Our research team has consistently made headlines in renowned publications like Bloomberg, CNBC, MarketWatch, The Wall Street Journal, CBS News, Barrons, and Business Insider and is currently led by Jay Kaeppel, a seasoned Wall Street trader with over two decades of expertise in financial market analysis. Jay’s proficiency in data and quantitative research, has been pivotal in shaping our team’s approach. We pride ourselves on delivering meticulously tested, data-driven insights that span both macro and micro market aspects, satisfying the diverse needs of long-term investors and day traders. Our commitment to high-quality research and innovation, coupled with Jay’s deep domain expertise, positions us to explore and seize new opportunities in the financial industry and foster sustained growth and client satisfaction across global markets. 11 SentimenTrader offers a broad range of subscription-based services to its Users in addition to research and analysis offerings. These services include access to exclusive sentiment data, models, and proprietary tools designed to empower Users with an edge in the financial markets. Through word-of-mouth growth marketing initiatives, SentimenTrader has fostered a dedicated following of over 27,700 all-time Users and has attracted a quarter of a million social media followers. This dedicated audience includes Users and other industry participants who have come to value the website as a trusted and reliable source of valuable financial insights. Upon subscribing to SentimenTrader, Users can access our research, along with our tools such as indicators and indexes, through the SentimenTrader website and will begin receiving research reports via email according to their selected preferences. We strive to offer a platform where human analytical abilities and technology enhance each other, providing our Users with advanced research analytics, tools and data to aid in their trading. Product Offerings within SentimenTrader We currently offer 7 total products through SentimenTrader to our Users. We segregate our products into three categories: (1) Data & Technology, which consists of DataEdge API, BackTest Engine and Indicators & Charts; (2) Research Reports, which consists of Report Solutions and our Report Library; and (3) Actionable Strategy, which consists of Smart Stock Scanner and Index Trading Strategies. Data & Technology Our Data & Technology services aim to offer market insights to our Users through advanced tools that are accessible by Users who subscribe to the essentials package and higher subscription tiers. Our Users are able to access features such as DataEdge API, Indicators & Charts and Backtest Engine, allowing our Users to review our analyses of market sentiment in detail. We provide Users with tools for chart indicators, proprietary models and strategies which our Users customize and amend according to their needs and then are able to backtest with our Backtest Engine. DataEdge API DataEdge API, allows our institutional Users to access raw (i.e., unprocessed, and non-personalized) data sets that include extensive sentiment, seasonality and quantitative trading research and analytics databases. DataEdge API empowers hedge funds, proprietary trading groups, investment advisory firms, and systematic traders to integrate SentimenTrader data into their chosen software platform and programming language. Indicators & Charts Our team is constantly exploring new data series to provide valuable insights to our Users. Our Indicators & Charts platform comprises over 3,000 sentiment, breadth, and seasonality indicators and charts. This includes proprietary metrics such as the Smart Money/Dumb Money Confidence Indicator and Optix which are exclusive to our platform, as well as other indicators like short-term and immediate-term risk levels, short-term extreme model, and indexes of other derivatives. These tools allow Users to review sentiment analyses and gain data-driven insights into most market conditions to aid with Users’ development of their own trading strategies. Backtest Engine Backtesting is the process of evaluating strategies by using historical data to simulate how a given strategy would have performed historically. Previously, backtesting would require traders to learn to code their own program to simulate and evaluate their strategy. Our proprietary Backtest Engine allows Users to easily set-up and test their trading ideas without the need of programming. Key features of Backtest Engine include easy access through the SentimenTrader website, a one-click scan feature for new signals, access to our analysts’ favorite backtests, and several customization options, all designed to provide a data-driven and quantitative approach for Users to evaluate their strategies and investment decisions in a historical context. Backtest Engine, along with our market research application, Indicators & Charts, features a User-friendly design and an extensive library of over 3,000 SentimenTrader indicators. 12 Research Reports Reports and articles under our analysis category cover the U.S. equities markets and are generated by our in-house researchers and analysts, who act in their respective independent roles. Our analysts gather their market data from various sources, including Bloomberg, Chicago Board Options Exchange, Consensus, and the Commodities Futures Trading Commission. In constructing their analysis, our analysts rely on the tools on the SentimenTrader platform. For example, our analysts can include the relevant indicators and charts supporting the theses in their reports and articles or make comparisons to previous trading data with market data obtained from the various sources. The reports are sent to our Users daily and weekly. Our typical ‘open rate’ and ‘clickthrough’ rate are 40-65% and 2-20% respectively. Users who are subscribed to any of our subscription tiers are allowed access to our report library which allows them to view past reports. We currently publish four research reports on a regular basis: SentimentEdge Report The SentimentEdge Report presents unbiased sentiment analysis and trading insights from our analyst. Our analyst has over 20 years’ experience in sentiment and market analysis and focuses on data-driven research, often utilizing data derived from the SentimenTrader platform such as seasonality of historical trading data, key indicators (such as Smart Money/Dumb Money Confidence Indicator) and indexes, to make comparisons between indexes and find market correlations. Users are able to access this evidence-based marketing analysis, derived from his data-driven approach, either through our SentimenTrader platform or the daily e-mail distributing the SentimentEdge Report. Kaeppel’s Corner Kaeppel’s Corner offers quantitative analysis and trading insights by experienced analyst Jay Kaeppel, a Senior Research Analyst with over 15 years of experience who is a widely recognized financial author and educator who has made significant contributions to various instruments and publications. Mr. Kaeppel’s report focuses on a range of sectors that consist of commodities, indexes and government and corporate bonds. Mr. Kaeppel also educates our Users via daily emails covering indicator-based analysis that our Users can simulate themselves. ModelEdge Report The ModelEdge Report delivers market research insights and model-based hypothetical trade analysis. This research takes an evidence-based approach, focusing on a macroeconomic perspective on movements in equities markets and indexes. The ModelEdge Report is available daily on our SentimenTrader platform and is distributed to our Users via e-mail. TradingEdge Weekly The TradingEdge Weekly report aims to provide a market overview for the past week, taking references from our other daily research report emails and diving deeper into the important topics or ideas that our analysts feel are most important for our Users to take away. The TradingEdge Weekly is delivered to our Users every Friday via e-mail. Actionable Strategy Smart Stock Scanner is a product that is used to improve the efficiency of stock and exchange traded fund investment decisions. The product scans ETFs and stocks in the S&P 1500, and utilizing AI, our platform can analyze and learn from historical data, taking into account a User’s previously selected signals that align with market trends. In addition to ETFs and stocks in the S&P 1500, our Smart Stock Scanner scans thousands of indicators that demonstrate a higher average win rate that day immediately after the market closes. It then ranks the signals that most align with current market conditions based upon historical market data, allowing Smart Stock Scanner to assess which dataset is most closely correlated to observed market conditions. These results are then integrated into the AI system. Although we do not provide Users with direct access to AI analytics, Users can choose to access key metrics that are derived from our AI analytics, including win rates based on historical backtested data, hypothetical returns, and which signals were selected used to produce the analysis. Our Smart Stock Scanner is used in statistical analysis and analyzing and filtering stocks that meet pre-set requirements selected by our analysts. Our SentimenTrader platform presents historically analyzed trade strategies, models, and other market analyses, empowering Users to gain a deeper understanding of market trends, select signals that align with their criteria, and leverage our AI as they choose to enhance their decision-making process. This information encompasses backtested results for the top 100 stocks, simulating key trading parameters like win rate, stop loss, profit target, optimal market entry times, and cash allocation. 13 As part of our Actionable Strategy category, we also provide a suite of Macro Index Trading Strategies, encompassing 21 distinct investment models designed around various market conditions. These Macro Index Trading Strategies allow our Users to review baseline models designed for varying market conditions and use these models as they see fit to adapt into their own strategies. Product Offerings Through AEM Through AEM, we operate a portfolio of newsletters and signature events designed to deliver AI-driven, data-informed insights to investors and traders across global asset classes. The content rollout marks a key milestone in our strategy to engage both free and paid subscriber bases. AEM generates revenue primarily from subscriptions and advertising, event sponsorships, and strategic partnerships. Its offerings are structured to create recurring revenue streams while leveraging digital scalability, which we believe will enable us to efficiently expand our Userbase and content distribution. Newsletter Products The Alpha Edge Digest The Alpha Edge Digest is a multi-asset research publication delivering accurate, timely, and independent market intelligence, highlighting what our analysts see as potential profit opportunities. Leveraging proprietary AI tools alongside human expertise, it provides clear, actionable insights across stocks, ETFs, crypto, bonds, options, and more. We aim to have The Alpha Edge Digest make investing fun, engaging, and educational, helping readers grow their wealth without unnecessary complexity or bias. WhaleTales WhaleTales delivers a weekly publication offering in depth coverage of the policy, people and trends that move crypto markets. It provides readers with extensive analysis, expert commentary, and timely updates on regulatory developments, market movements, and technological innovations influencing the broader digital asset ecosystem. Altcoin Investing Picks Altcoin Investing Picks (“Altcoin”) is a specialized digital asset research publication dedicated to providing investors with actionable insights into the rapidly evolving world of alternative cryptocurrencies beyond Bitcoin. The publication delivers timely analyses of emerging digital markets, trending tokens, and innovative blockchain ecosystems driving the next wave of decentralized finance. The Russell Report The Russell Report identifies the top opportunities in small-cap stocks within the Russell Indexes, focusing on U.S.-based companies listed on NASDAQ, NYSE, or NYSE American with market caps between $30 million and $3 billion. Each company undergoes a rigorous vetting process to ensure quality and growth potential before being highlighted. Subscribers receive these high-potential stock ideas directly in their inbox, giving early access to promising small-cap opportunities. 14 IPO Stream IPO Stream provides early insights into upcoming offerings, including watchlists, ratings, alerts, and analysis of which initial public offerings to consider investing in, and which to consider avoiding. In addition, the publication offers strategies on optimal entry and exit timing for each of the initial public offerings it considers investment worthy. IPO Stream covers SEC filings, underwriter profiles and track records with various market capitalizations, and the impact of underwriter quality on IPO outcomes. Stockcastr A community-driven platform where traders and investors share their views on short-term price movements in select mega-cap stocks. Subscribers may submit up to six inputs per year for the highlighted companies, providing their assessment of expected closing levels at least a month in advance. These aggregated inputs, along with information on which participants’ assessments are currently closest to the observed market levels, are shared with all subscribers as Stockcastr’s Community Sentiment indicator. 21Bitcoin.xyz 21Bitcoin autonomously generates and distributes real-time market intelligence through an advanced AI-powered publishing engine. 21Bitcoin provides expansive coverage of the digital asset landscape, including market trends, blockchain innovation, industry developments, regulatory policy, decentralized finance (DeFi), non-fungible tokens (NFTs), the metaverse, Web3 infrastructure, cybersecurity, privacy, and global adoption trends. The integration of 21Bitcoin into AEM is expected to deepen our coverage for both institutional and retail readers by combining algorithmic precision with editorial context. Events Alpha Edge Summit Alpha Edge Summit is our premier global event bringing together digital asset leaders, innovators, and investors to share insights and explore emerging trends in blockchain and digital assets. The Alpha Edge Summit is designed to be scalable, supporting future growth in audience, geographic reach, and strategic impact. We expect to participate in multiple industry summits and trade events in the future to enhance our brand presence, support business development initiatives, and strengthen overall market promotion. Aether Grid Aether Grid, Inc. (“Aether Grid”), our wholly-owned subsidiary that houses and supports the growth of our suite of financial tools, is currently developing a centralized hub for our integrated suite of financial intelligence products, including our XYZ Terminal and SentimenTracker platforms. The XYZ Terminal is being designed to provide active traders with real-time market data, machine learning insights, and predictive analytics across multiple asset classes, while SentimenTracker is being built to deliver sentiment-driven research through proprietary indicators, momentum and trend analytics, social-sentiment, and on-chain data. Together, these concepts will offer a unified, advanced analytical environment that enhances user research, decision-making, and overall market engagement. Each of these products remains under active research and development and have not yet been launched. Our User Journey We send daily and weekly emails to our subscribed Users through our SentimenTrader platform, aiming to educate them on market sentiments and nurture their trading ideas. Utilizing Mailchimp, we directly distribute our analysts’ research reports, providing timely insights to better inform Users on aspects of the market and connect effectively with our User base. Users can then use the selection of tools on our platform to simulate or validate their ideas by, for example, using Indicator & Charts to contrast their chosen trading strategy against the past performance of our analyst-chosen indicators or simulate their trade ideas using past historical data through our Backtest Engine. Our suite of tools, when combined with the market observations produced by our analysts, allow our Users to develop their own actionable strategies which they can simulate and analyze with the use of advanced technology to sharpen their strategies, generate further ideas of their own, and otherwise explore further in their trading journey. 15 Through AEM, we operate an integrated ecosystem of investor newsletters, analytical insights, and community experiences designed to deliver actionable, AI-enhanced intelligence across global asset classes. Users typically begin by discovering one or more of AEM’s newsletters, including The Alpha Edge Digest, WhaleTales, Altcoin, The Russell Report, IPO Stream, Stockcastr, and 21Bitcoin, which provide timely, independent insights on equities, digital assets, and IPO markets. We believe this ecosystem promotes cross-product adoption, and enables users to incorporate insights into their investment workflows and deepen engagement. This convergence is exemplified through the Alpha Edge Summit, our premier global event convening investors, innovators, and industry leaders for networking, collaboration, and experiential learning. The Users of our AEM products experience this structured flow: starting with initial discovery and subscription and moving on to newsletter engagement, community participation, and event involvement. Subscriptions We offer free and paid subscription packages to use the SentimenTrader platform. Currently, the vast majority of our Users have free subscriptions, and our goal is to migrate free Users to paying Users. We bundle our products into three categories: the Research Report, which is priced at $59 per month or $590 annually, and allows access to SentimentEdge Report, Kaeppel’s Corner and ModelEdge Report ; the Essentials, priced at $99 per month or $990 annually, which allows access to all of the products from the Report as well as our services that include Indicators & Charts, Backtest Engine, and Macro Index Strategies; and the Essentials Plus, which is priced at $139 per month or $1,390 annually, which provides access to all features of the Essentials and our AI suite of products. Under AEM we offer free and paid subscription packages which allow access to a range of newsletters, including the Altcoin Investing Picks and IPO Stream newsletters, which are available through our paid plan. These paid subscriptions are priced at $9 per month or $165 annually. DataEdge API is currently sold to enterprises on a separate annual subscription basis. Enterprise versions are more fit for institutional investors or investment advisory firms, which allows them access to raw data sets, customization of data feeds, and all our features, as well as JSON data set delivery format that aims to seamlessly integrate our data with their selected platform. For subscription management and payment processing, we utilize Recurly to handle recurring payments, providing us with detailed insights into subscription metrics across various periods, whether monthly, quarterly, or annually. Furthermore, we accommodate a range of payment preferences by integrating additional gateways such as PayPal and Stripe that allow us to accept payment via major credit card issuers. Our Users Users of our platforms are typically segregated into two segments: paid corporate and individuals and enterprises. We are not dependent on any key Users, nor do we supply our software to any government agencies. Our Users include: ● Retail Traders : Individual traders and investors, both beginners and experienced traders, who use charting platforms for chart analysis, technical analysis, and to help them create ideas for their trades and investments. ● Active Traders: Day traders, swing traders, and other active participants in the financial markets who rely on real-time data, advanced charting tools, and technical indicators to make informed trading decisions. ● Technical Analysts : Professionals who specialize in technical analysis of price charts and patterns to predict future price movements and identify potential trading opportunities. ● Investors : Long-term investors who use the platform to analyze market trends, perform fundamental analysis, and monitor their investment portfolios. 16 ● Financial Professionals : Financial advisors, portfolio managers, and professionals in the financial industry who utilize charts and tools to assist their clients and manage investment portfolios. ● Educators : Traders and analysts who offer educational content and training related to trading strategies, technical analysis, and investing concepts. ● Researchers : Academic researchers and analysts who study market behavior, trading patterns, and other financial phenomena for the purpose of generating insights and advancing the field of finance. ● Fintech Companies : Startups and established Fintech companies that integrate charts and data into their platforms to provide their Users with advanced trading and analysis capabilities. ● Media Outlets : Financial news websites, blogs, and media organizations that provide visual representations of market trends and analysis in their content. ● Hobbyists : Enthusiasts who have an interest in finance and trading. Sales, Marketing and User Acquisition Our future growth and potential for expanding revenue and profitability is dependent on our ability to expand our User base and migrate free subscribers to paying subscribers. We actively seek to diversify our User acquisition channels by promoting our financial services sector-focused offerings on social media platforms. We cast a wide net through social media marketing, targeted ads, and our email list, engaging viewers who are most active in these arenas. Our strategies have yielded positive results, particularly through social media ads and word of mouth. To further enhance our reach, we are exploring additional avenues such as implementing referral codes and utilizing affiliate links to expand our distribution lines. This, coupled with the expansion of our suite of services to encompass a wider audience, reflects our commitment to not only relying on proven marketing strategies like complimentary newsletters and collaborations with marketing firms but also innovating our approach to User acquisition and engagement. In the near term, we plan to collaborate with third-party promotion companies as part of our marketing initiatives, aiming to tap into their established networks, access new audiences, and leverage their promotional capabilities to effectively market our products. Our Mission and Technology . SenteimenTrader Our mission is to establish ourselves as a preeminent fintech information company dedicated to the development of smart platforms tailored to empower the investing community with advanced financial analytics which our Users can utilize to create or improve their trading strategies. Technology is key to the fulfillment of our mission by achieving efficiency for our business, improving the User experience and enabling innovation. We rely on both in-house and outsourced technology team to build our technology platform and develop new products. Together with our outsourced team, we currently have nine dedicated professionals in the technology department. Our platform is engineered with a tech stack that supports scalability and promotes data integrity, incorporating a multitude of data sources to comprehensively analyze, examine and interpret the complex data received from our data sources. Our platform integrates three cloud service models: Software-as-a-Service (SaaS), platform-as-a-service (PaaS), infrastructure-as-a-service (IaaS). We currently use industry leading service providers for our customer relationship management, email delivery, subscription billing, data warehouse and data center. 17 Our platform and analysts utilize data provided by Bloomberg, Chicago Board Options Exchange, Consensus, Commodity Futures Trading Commission, End of Day Historical Data and Intercontinental Exchange. This data facilitates our analysts’ generation of their research theses which are shared via e-mails with our subscription list or Users through Mailchimp. While our analysts aim to provide quantitative pieces to our Users, our platform’s programs will also process the data in their respective section, such as analyzing smart money/dumb money confidence or assessing sentiment for a variety of products including equities, commodities, bonds and foreign currencies, ranking them in terms of pessimism or optimism to show the sentiment in the market. Our platform is hosted with Amazon AWS and Heroku. We believe the infrastructure is highly scalable and will allow us to serve our Users’ needs. We also rely on data redundancy solutions, such as Cloudflare, to promote data integrity and apply security measures in our technology to mitigate potential vulnerabilities. Alpha Edge Media AEM utilizes a combination of third-party platforms to support content distribution, audience engagement, and marketing operations. We use Sprout Social to manage social media, track engagement, and identify trends. Beehiiv enables newsletter creation, website hosting, and integration with an internal advertising network to grow audiences and promote products. Substack allows content distribution, cross-promotion with aligned creators, and audience growth through email subscribers and page followers. AWeber provides email marketing, automation, and lead segmentation for scalable campaigns. These platforms are maintained by in-house and contracted personnel and are critical to AEM’s ability to distribute content, engage audiences, and support monetization. 21Bitcoin is hosted on Google Cloud Platform with Cloudflare providing security, caching, and encrypted delivery. The platform ingests crypto market data and social media trend signals, which are processed and used by large language models to generate articles, summaries, and educational content. Users access this content on the website, which is regularly updated as new data becomes available. Google Cloud and Cloudflare ensure operational continuity, security, and data protection throughout the system. Competitive Landscape We operate in a highly competitive industry and many of our competitors are larger, more experienced, and better funded than we are. As the markets within our operational scope continue to mature and novel technologies and competitors make their foray, we anticipate an escalation in competitive forces. Our competitive arena encompasses several distinct categories, namely: ● Online Platforms - These are comprehensive websites or applications that offer a range of investment tools, research, real-time data, and analytics. They often include interactive charts, live feeds, and community forums. Examples include Bloomberg Terminal, Reuters Eikon, and TradingView. ● Conventional Publishers of Financial News - Traditional outlets that have been providing financial news, analysis, and market updates. They may offer digital content through websites and mobile apps as well as print publications. Examples include The Wall Street Journal, Financial Times, and Barron’s. ● Web-based Subscription Models - These services offer premium content such as exclusive market analysis or stock picks on a subscription basis, typically through a website. Examples include Motley Fool, Seeking Alpha, and Morningstar. ● Providers of Institutional Financial Software - Companies that offer robust and often customizable software solutions designed for use by financial institutions like banks, hedge funds, and asset managers. These solutions typically include advanced analytics, portfolio management, risk assessment, and compliance tools. Examples include FactSet, BlackRock’s Aladdin, and MSCI’s risk and portfolio management services. 18 ● Economical, individual-focused newsletter subscription services - These are more affordable subscription services targeted at individual investors, providing newsletters with market insights, analysis, and investment tips. Examples include Stansberry Research, Cramer’s Action Alerts Plus, and Investor’s Business Daily. ● Online tools designed to aid investment activities - These are tools that offer assistance with investment decisions, such as stock screeners, technical analysis software, or algorithm-based trading recommendations. They are designed for both novice and experienced investors. Examples include Finviz for stock screening, MetaStock for technical analysis, and Betterment for automated investing Our Competitive Advantages Despite the competitive nature of the industry and the relatively small size of our company, we believe we have a competitive advantage alongside with our growth strategy, and we believe that we are able to capture a good market share through the following: ● Experienced and Incentivized Management Team : Our team is comprised of seasoned professionals with years of experience in the equities, options, indexes, bond and commodities markets. They have the experience to work diligently towards the success of Users and the platform as a whole. ● Competitive Position with Differentiated Business Model : The business model is designed to be both human-driven and AI-assisted as we constantly upgrade our system and features. ● Deep Research Development Experience with over 10 years of Backtesting Experience : Our analyst team has spent over a decade researching and developing products designed to help Users succeed in the market. They have also extensively backtested these products, constantly improving their effectiveness. ● Continuous Innovation : We are committed to staying at the forefront of the fintech industry and is constantly innovating to compete within our market. ● Multiple Avenues to Drive Strong Long-Term Growth : We have multiple strategies in place to foster the long-term growth and success of the platform. Our long-term growth strategy prioritizes personalized User experiences, continuous innovation, and strategic market expansion. We aim to establish a cutting-edge and competitive position in the market by focusing on tailored product development, forming strategic partnerships, and emphasizing robust data security and privacy measures to further enhance User trust and loyalty, promoting sustainable growth. ● Innovative Sentiment Trading Expertise : Our competitive edge lies in our ability to harness the power of market sentiment. Unlike traditional trading strategies, sentiment trading leverages human emotions and behavior to anticipate market movements, and, unlike our competitors, we provide a comprehensive view of market sentiment as opposed to sentiment analysis of particular stocks or companies. Our platform’s novel blend of technology-driven analysis and human intuition allows us to decode market sentiment more accurately, giving our Users a significant advantage in making well-informed decisions. ● Intuitive User Experience (UX) and User-Friendly Interface (UI) : One of our core competitive advantages lies in our commitment to delivering an exceptional User experience. Our platform boasts an intuitive User interface that is carefully designed to simplify the trading journey for both novice and experienced traders. The User-friendly design streamlines navigation, ensuring that Users can seamlessly access powerful analytic tools without the need for extensive technical knowledge. 19 Our Strategy While this market is highly competitive, we believe in our competitive advantages. We are focusing on the following strategies to further expand our horizons and fuel further growth: ● Geographic and industry vertical expansion of our operations and services : We will focus on improving our technology, deepening relationships with key Users, broadening our services, and expanding our geographical presence, including integrating access to other derivative instruments and other alternative markets; ● Attract more Users : We acquire new Users through an omni-channel marketing strategy that includes ads, email and subscriber lists, social media and affiliate networking. We market in these channels through free and paid content. AEM plays a central role in driving engagement and user acquisition through proprietary, insight-driven content; ● Convert our existing free Users into paid subscribers : We focus on enhancing our User experience and offering differentiated functionality to encourage subscription upgrades. We have defined key initiatives to support this strategy, including targeted engagement efforts, a tiered subscription structure, an improved onboarding process, and limited trial offerings, all designed to increase the adoption of paid subscriptions among existing free Users. ● Expansion into New Technology and Markets : Our focus has largely been on U.S. equities. One of our key strategies and current focus is to expand the coverage of our offerings to include, for example, alternative assets like crypto, derivative instruments or international markets, to build out a comprehensive suite of investment research products and solutions for our Users; ● Continue to invest in research and development: We’re committed to further developing our presence within the financial sector though our subsidiary, Aether Labs, which focuses on researching new technologies, deepening our domain expertise and developing specific solutions for target industry verticals, including collectibles, crypto currencies, warrants and other derivatives. This will enable us to better cater to tailored requirements of our Users. Our focus remains on crafting solutions that make the most of our industry insights and research capabilities. By merging our proprietary applications with our services, we are dedicated to delivering optimal solutions that precisely meet the needs of our Users; and ● Capture new growth opportunities through strategic alliances and acquisitions : We were formed via strategic acquisitions, and this will remain a focus of ours. While we are not presently a party to any agreements with respect to any acquisitions or similar events, we will continue to: 1. selectively pursue alliances and acquisitions in order to enhance our industry-specific technology, service delivery capabilities, and User base; 2. identify and assess opportunities to enhance our abilities to serve our Users; and 3. focus on enhancing our technology capabilities, deepening our relationships with key financial industry participants, expanding our portfolio of service offerings and expanding our operations geographically. This includes identifying partnerships and acquisition targets that can accelerate growth across AEM, Aether Grid, and Aether Labs. Growth By Acquisition A key element of our growth strategy will be to leverage our position as a public company to deploy a growth by acquisition strategy, focusing on the integration of complementary fintech companies. This strategy is pivotal in our vision to enhance our revenue growth over time. By incorporating these fintech entities into our ecosystem, we aim to expand our suite of tools available to our Users, providing a more comprehensive range of data, research and tools. The rationale behind this strategy is twofold. Firstly, it allows for rapid expansion into new markets and segments, leveraging the existing User base and technological advancements of the acquired companies. Secondly, it facilitates the diversification of our product portfolio to capture a wider range of audiences as well as opening possibilities for cross selling among different platform Users. 20 We will continue to invest in our organizational infrastructure with the goal of supporting both our organic and inorganic growth objectives. We believe this dual approach of nurturing existing relationships while expanding through strategic acquisitions will position us strongly in the global financial market, capturing synergies and driving efficiencies for the benefit of all our Users. During calendar year 2025, we executed on our strategy of growth by acquisition by acquiring Altcoin, 21Bitcoin and WhaleTales. At present, we have had preliminary discussions with several potential acquisition targets but have not progressed to definitive understandings or agreements. Intellectual Property We rely on a combination of trademark and copyright laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product coding and marks. We have submitted the 17 trademark applications as follows: Mark Country of Registration Application Number Class/Description Status United States 98449608 Class 35, Class 36, Class 42 Approved United States 98436557 Class 35, Class 36, Class 42 Approved SENTIMENTRADER ANALYSIS OVER EMOTION United States 98434001 Class 35, Class 36, Class 42 Approved United States 99355759 Class 9, Class 35, Class 41, Class 42 Pending United States 99356547 Class 9, Class 35, Class 41, Class 42 Pending United States 99337116 Class 9, Class 35, Class 41, Class 42 Pending United States 99331729 Class 9, Class 35, Class 41, Class 42 Pending SENTIMENTRADER United States 98433886 Class 35, Class 36, Class 42 Approved SENTIMENTEDGE REPORT United States 98432515 Class 35, Class 36, Class 42 Approved MODELEDGE United States 99464756 Class 35 Pending MODELEDGE REPORT United States 99464724 Class 35 Pending United States 99382308 Class 9, Class 41 Pending United States 99400708 Class 9, Class 41 Pending ALPHA EDGE MEDIA United States 99393515 Class 9, Class 35, Class 41 Pending United States 99377350 Class 9, Class 41 Pending 21 United States 99393345 Class 9, Class 41 Pending United States 99380079 Class 9, Class 41 Pending Employee and Human Capital As of the date of this Annual Report, we had a total of eleven consultants and seven full-time employees. As of the date of this Annual Report, most of our employees work remotely. Our management team places a significant focus and attention on matters concerning our human capital assets, particularly on the specific industry and technical knowledge required to publish our research and continue to improve upon the technology of our applications. We believe we offer our staff competitive compensation packages and an environment that encourages creativity and productivity, and as a result, have generally been able to attract and retain qualified personnel. Our staff are not represented by a labor organization or covered by a collective bargaining agreement. We believe we maintain a good working relationship with our staff and to date, we have not experienced any labor disputes. 22 Government Regulation We are subject to a variety of domestic and foreign laws and regulations in the United States and abroad involving matters that are important to (or may otherwise impact) our platform, such as broadband internet access, online commerce, privacy and data security, advertising, intermediary liability, consumer protection, taxation, worker classification and securities compliance. These domestic and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are continually evolving and can be subject to significant change. As a result, the application, interpretation and enforcement of these laws and regulations (and any amended, proposed or new laws and regulations) are often uncertain, particularly in the Internet industry, and may vary from jurisdiction to jurisdiction and over time, which could result in conflicts with our current policies and practices. Because we conduct substantially all of our business on the Internet, we are particularly sensitive to laws and regulations that could adversely impact the popularity or growth in use of the Internet and/or online products and services generally, restrict or otherwise unfavorably impact whether or how we may provide our products and services, regulate the practices of third parties upon which we rely to provide our products and services and/or undermine an open and neutrally administered Internet access. For example, in December 2017, the U.S. Federal Communications Commission (the “FCC”) adopted the Restoring Internet Freedom Order. This order, which was released in January 2018 and took effect in June 2018, reversed net neutrality protections in the United States that had been in place since 2015, including the repeal of specific rules against blocking, throttling or “paid prioritization” of content or services by Internet service providers. Also, Section 230 of the Communications Decency Act of 1996 (“Section 230”), which generally provides immunity for website publishers from liability for third party content appearing on their platforms and the good faith removal of third party content from their platforms that they may deem obscene or offensive (even if constitutionally protected speech), since its adoption has been (and continues to be) subject to a number of challenges. The immunities conferred by Section 230 could also be narrowed or eliminated through amendment, regulatory action or judicial interpretation. In 2018, the U.S. Congress amended Section 230 to remove certain immunities and most recently, in 2020, various members of the U.S. Congress introduced bills to further limit Section 230, and a petition was filed by a Department of Commerce entity with the Federal Communications Commission to commence a rulemaking to further limit Section 230. Any future adverse changes to Section 230 could result in additional compliance costs for us and/or exposure for additional liabilities. The California Consumer Privacy Act (the “CCPA”), which went into effect on January 1, 2020, provides consumers the right to know what personal data companies collect, how it is used, and the right to access, delete, and opt out of the sale of their personal information to third parties. It also expands the definition of personal information and gives consumers increased privacy rights and protections for that information. The CCPA also includes special requirements for California consumers under the age of 16. In addition, the European Union and United Kingdom have adopted the General Data Protection Regulation (the “GDPR”), which likewise impose significant data protection obligations on enterprises, including limitations on data uses and constraints on certain uses of sensitive data. Effective January 1, 2023, we also become subject to the California Privacy Rights Act, which expands upon the consumer data use restrictions, penalties and enforcement provisions under the California Consumer Privacy Act, and Virginia’s Consumer Data Protection Act, another comprehensive data privacy law. Effective July 1, 2023, we also became subject to the Colorado Privacy Act and Connecticut’s An Act Concerning Personal Data Privacy and Online Monitoring, which are also comprehensive consumer privacy laws. Effective December 31, 2023, we also became subject to the Utah Consumer Privacy Act, regarding business handling of consumers’ personal data. As a provider of subscription-based products and services, we are also impacted by laws or regulations affecting whether and how we may periodically charge Users for subscription renewals. For example, the European Union Payment Services Directive, which became effective in 2018, could impact the ability of our platform to process auto-renewal payments for, as well as offer promotional or differentiated pricing to, Users who reside in the European Union. Similar laws exist in the United States, including the federal Restore Online Shoppers Confidence Act and various U.S. state laws, and legislative and regulatory enactments or amendments are under consideration in a number of U.S. states. We are also subject to laws, rules and regulations governing the marketing and advertising activities of our platform conducted by or through email, mobile digital devices and the Internet, including the CAN-SPAM act and similar state laws, rules and regulations, as well as local laws, rules and regulations and relevant agency guidelines governing background screening. 23 Further, our platform could be subject to the Americans with Disabilities Act (the “ADA”) The ADA does not explicitly address online compliance. With no specific coverage under the law, it usually falls to the courts to determine how ADA standards apply to websites-or whether they do at all. Bitcoin Treasury Strategy The laws and regulations applicable to bitcoin and digital assets are evolving and subject to interpretation and change. Governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as the United States, digital assets are subject to overlapping, uncertain and evolving regulatory requirements. As digital assets have grown in both popularity and market size, the U.S. Executive Branch, Congress and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement Network, the CFTC, the SEC, the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets. Depending on the regulatory characterization of bitcoin, the markets for bitcoin in general, and our activities in particular, our business and our bitcoin acquisition strategy may be subject to regulation by one or more regulators in the United States and globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our bitcoin strategy. Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states. The CFTC takes the position that some digital assets, including bitcoin, fall within the definition of a “commodity” under the Commodities Exchange Act of 1936, as amended, or CEA. Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing. In addition, CFTC regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain retail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade. The SEC and its staff have taken the position that certain other digital assets fall within the definition of a “security” under the U.S. federal securities laws. Public statements made by senior officials and senior members of the staff at the SEC indicate that the SEC does not consider bitcoin to be a security under the federal securities laws, and the approval of the spot bitcoin ETPs support this view. However, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets. 24 In addition, because transactions in bitcoin provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the perception of such misuse, could lead to greater regulatory oversight of bitcoin and bitcoin platforms, and there is the possibility that law enforcement agencies could close bitcoin platforms or other bitcoin-related infrastructure with little or no notice and prevent users from accessing or retrieving bitcoin held via such platforms or infrastructure. For example, in her January 2021 nomination hearing before the Senate Finance Committee, Treasury Secretary Janet Yellen noted that cryptocurrencies have the potential to improve the efficiency of the financial system but that they can be used to finance terrorism, facilitate money laundering, and support activities that threaten U.S. national security interests and the integrity of the U.S. and international financial systems. The OFAC has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges and service providers to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including a series of enforcement actions that have either shut down or significantly curtailed the operations of several smaller digital asset exchanges associated with Russian and/or North Korean nationals As noted above, activities involving bitcoin and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope. On March 9, 2022, President Biden signed an executive order relating to cryptocurrencies. While the executive order did not mandate the adoption of any specific regulations, it instructed various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. CBDC. On September 16, 2022, the White House released a framework for digital asset development, based on reports from various government agencies, including the U.S. Department of Treasury, the Department of Justice, and the Department of Commerce. Among other things, the framework encourages regulators to pursue enforcement actions, issue guidance and rules to address current and emergent risks, support the development and use of innovative technologies by payment providers to increase access to instant payments, consider creating a federal framework to regulate nonbank payment providers, and evaluate whether to call upon Congress to amend the Bank Secrecy Act and laws against unlicensed money transmission to apply explicitly to digital asset service providers. Under the new presidential administration there has been a pro-crypto shift: several U.S. regulators have withdrawn or revisited their prior regulatory guidance and have voiced a desire to support decentralized finance (while at the same time policing for fraud and manipulation). There have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets. Whether such legislation will be signed into law and, if so, its impact, remains to be seen, but it is expected that a federal regulatory regime for bitcoin and other digital assets is likely to be adopted in the near future. Investment Advisers Act of 1940 Under the Investment Advisers Act of 1940, or the Investment Advisers Act, and the rules adopted under that statute, a person or firm is required to register with the SEC if the person or firm is: ● an “investment adviser” under Section 202(a)(11) of the Investment Advisers Act ● not excepted from the definition of investment adviser by Section 202(a)(11)(A) through (E) of the Investment Advisers Act; ● not exempt from SEC registration under Section 203(b) of the Investment Advisers Act; and ● not prohibited from SEC registration by Section 203A of the Investment Advisers Act. Applicable state laws may have similar registration requirements. Subject to certain limited exclusions, Section 202(a)(11) of the Advisers Act generally defines an “investment adviser” as any person or firm that: (1) for compensation; (2) is engaged in the business of; (3) providing advice, making recommendations, issuing reports, or furnishing analyses on securities, either directly or through publications. A person or firm must satisfy all three elements to be regulated under the Investment Advisers Act. 25 The SEC’s Division of Investment Management construes these elements broadly. For example, with respect to “compensation,” the receipt of any economic benefit suffices. To be deemed compensation, a fee need not be separate from other fees charged, it need not be designated as an advisory fee, and it need not be received directly from a client. With respect to the “business” element, an investment advisory business need not be the person’s or firm’s sole or principal business activity. Rather, this element is satisfied under any of the following circumstances: the person or firm holds himself or itself out as an investment adviser or as providing investment advice; the person or firm receives separate or additional compensation for providing advice about securities; or the person or firm typically provides advice about specific securities or specific categories of securities. Finally, a person or firm satisfies the “advice about securities” element if the advice or reports relate to securities. The Division has stated that providing one or more of the following also could satisfy this element: advice about market trends; advice in the form of statistical or historical data (unless the data is no more than an objective report of facts on a non-selective basis); advice about the selection of an investment adviser; advice concerning the advantages of investing in securities instead of other types of investments; and a list of securities from which a client can choose, even if the adviser does not make specific recommendations from the list. An employee of an SEC-registered investment adviser does not need to register separately, so long as all of the employee’s investment advisory activities are within the scope of his employment. One of the statutory exclusions from the definition of “investment adviser” is the “publisher’s exclusion”. Under Section 202(a)(11)(D) of the Investment Advisers Act, “the publisher of any bona fide newspaper, news magazine or business or financial publication of general and regular circulation” is excluded from the “investment adviser” definition. This “publisher’s exclusion” requires that product or service offerings must be: (1) of a general and impersonal nature, in that the research provided is not adapted to any specific portfolio or any client’s particular needs; (2) “bona fide” or genuine, in that it contains disinterested discussion and analysis as opposed to promotional material; and (3) of general and regular circulation, in that it is not timed to specific market activity or to events affecting, or having the ability to affect, the securities industry. The basis for reliance on such exclusion will depend on a facts-and-circumstances analysis. Certain services provided by us may cause us to meet the definition of “investment adviser” in the Investment Advisers Act and similar state laws. Under the Investment Advisers Act, an “investment adviser” is defined as a “person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities.” In particular, certain of the research content we publish, such as the newsletters circulated by our analysts, and other content available on our social media channels, may constitute investment advice. In addition, in general, disclaimers, such as those included with our newsletters, do not change the character of the advice provided for Investment Advisers Act purposes. We rely on the “publisher’s exclusion” from the definition of “investment adviser” under Section 202(a)(11)(D) of the Investment Advisers Act, as described above and as interpreted by legal precedent. We intend at all times to operate our business in a manner as to not become inadvertently subject to the regulatory requirements under the Investment Advisers Act. If we meet the definition of “investment adviser” in the Investment Advisers Act, and do not meet the requirements for reliance on the “publisher’s exclusion” from the definition of “investment adviser” or another exclusion, exemption, or exception from the registration requirements under the Investment Advisers Act, we will have to register as an investment adviser with the SEC pursuant to the Investment Advisers Act and potentially with one or more states under similar state laws. Registration requirements for investment advisers are significant. If we are deemed to be an investment adviser and are required to register with the SEC and potentially one or more states as an investment adviser, we will become subject to the requirements of the Investment Advisers Act and the corresponding state laws. The Investment Advisers Act requires: (i) fiduciary duties to clients; (ii) substantive prohibitions and requirements; (iii) contractual requirements; (iv) record-keeping requirements; and (v) administrative oversight by the SEC, primarily by inspection. Requirements and obligations imposed on investment advisers can be burdensome and costly. If it is deemed that we are out of compliance with such rules and regulations, we may also be subject to civil and/or criminal penalties. Applicable state laws may have similar or additional requirements. If we are required to register under these laws, we may no longer be able to continue to offer our investment education and entertainment services, which may have a significant adverse impact on our business and results of operations. 26 Commodity Exchange Act of 1936 Under the CEA, any person who, for compensation or profit, engages in the business of advising others, either directly or through publications, writing, or electronic media, as to the trading of, among other things, futures, options and swaps, is a “commodity trading advisor” (“CTA”). As is the case with the SEC with respect to the investment adviser definition under the Investment Advisers Act, discussed above, the CFTC interprets the CTA definition very broadly, such that “compensation or profit” can mean any economic benefit and “advice” can range from providing recommendations to directing client trading pursuant to a power of attorney. CTAs and certain of their personnel are required to register with the CFTC unless an exemption or exception applies pursuant to the CEA itself or CFTC rules. Registered CTAs are subject to myriad compliance obligations, including robust disclosure and reporting requirements. We do not believe CTA registration is currently implicated for us because holding bitcoin and hedging bitcoin exposure does not constitute advice. Moreover, while we may discuss bitcoin investing in certain of our newsletters and publications and such content could constitute advice, the CTA regulatory regime would not be implicated. This is because bitcoin is a commodity, and the CTA regulatory regime would only be implicated by advice related to the trading of derivatives. Were we to disseminate content in our newsletters and publications about bitcoin derivatives (or any other derivatives), such content could constitute advice, and the CTA regulatory regime could be triggered. As of the date of this Annual Report, we do not intend to disseminate content related to any derivatives. If we were to do so, we would evaluate the relevant facts to determine whether the CTA regulatory regime is implicated and, if so, whether CTA registration would be required. Corporate Structure and History We were incorporated under the laws of the State of Delaware on August 15, 2023. On August 25, 2023, we acquired Sundial through a Share Exchange Agreement with Elixir and Greentown Investment Corporation Limited (“Greentown”), whereby we issued 3,879,167 shares of our common stock to Elixir and 1,662,500 shares of our common stock to Greentown in exchange for 1,000 and 300 shares of Sundial common stock, respectively, which constituted 100% of the shares of Sundial common stock then issued and outstanding. On the same day, our board of directors also approved and directed the issuance of 2,375,000 shares of common stock to Up and Up Ventures Limited, an entity controlled by our Chief Executive Officer, Chairman and Director Nicolas Kuan Liang Lin. The above shares and amounts reflect effect of stock split. As of the date of this Annual Report, we have four subsidiaries: Sundial, AEM, Aether Grid, and Aether Labs. Sundial was founded by Jason Goepfert and incorporated under the laws of the State of Minnesota on January 22, 2003. Sundial has been engaged in developing and operating the SentimenTrader platform since its inception. On April 30, 2025, we incorporated AEM to support our expanding newsletter business. The newsletters published by AEM will target both institutional and retail investors, focusing on topics such as macroeconomic trends, market insights, and market psychology, while broadening our overall coverage of securities, markets and exchanges. On May 22, 2025, we incorporated a new subsidiary, Aether Grid to house and support the growth of our suite of financial tools designed to empower our Users. On June 6, 2025, we incorporated a new subsidiary, Aether Labs to act as the arm of the Company that focuses on innovation and research and development of our fintech ecosystem, with a focus on proprietary analytics and AI-driven models. On October 14, 2025, we incorporated a new subsidiary, 537 Greenwich LLC, to hold a condominium unit in New York City that will serve as our corporate headquarters. Available Information As a public company, we are required to file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A and other information (including any amendments) with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can find our SEC filings at the SEC’s website at www.sec.gov. Our Internet address is www.helloaether.com. Information contained on our website is not part of this Annual Report. Our SEC filings (including any amendments) will be made available free of charge on www. helloaether.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.