UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended December 31, 2025
OR
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ________ to _________
Commission
file number: 001-42595
Aether
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
35-2818803
(State
or other jurisdiction of
incorporation or organization)
(I.R.S.
Employer
Identification No.)
110
Charlton Street , Unit RET B
New
York , New York
10014
(Address
of principal executive offices)
(Zip
Code)
(347)
726-8898
(Registrant’s
telephone number, including area code)
1441
Broadway, 30th Floor
New
York, New York 10018
(Former name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class:
Trading
Symbol(s)
Name
of Each Exchange on Which Registered
Common
Stock, par value $0.001 per share
ATHR
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Smaller
reporting company
☒
Emerging
growth company
☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As
of February 12, 2026, there were 12,144,730 shares of common stock outstanding.
AETHER
HOLDINGS, INC.
TABLE
OF CONTENTS
Page
PART
I - FINANCIAL INFORMATION
Cautionary
Note Regarding Forward-Looking Statements
-ii-
Item
1.
Financial
Statements
F-1
Condensed
Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and September 30, 2025 (audited)
F-1
Unaudited
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended December 31, 2025 and 2024
F-2
Unaudited
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended December 31, 2025 and 2024
F-3
Unaudited
Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2025 and 2024
F-4
Notes
to Unaudited Condensed Consolidated Financial Statements
F-5
Item
2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
1
Item
3.
Quantitative
and Qualitative Disclosures About Market Risk
12
Item
4.
Controls
and Procedures
12
PART
II - OTHER INFORMATION
13
Item
1.
Legal
Proceedings
13
Item
1A.
Risk
Factors
13
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds
13
Item
3.
Defaults
upon Senior Securities
13
Item
4.
Mine
and Safety Disclosure
13
Item
5.
Other
Information
14
Item
6.
Exhibits
14
- i -
CAUTIONARY
NOTE ON FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q (the “Report”) contains “forward-looking statements” (as defined in Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) that reflect our current expectation and views of future events. The forward-looking statements
are contained principally in the section of this Report entitled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations.” Readers are cautioned that significant known and unknown risks, uncertainties and other important factors
(including those over which we may have no control and others listed in this Report and in our Annual Report on Form 10-K for the fiscal
year ended September 30, 2025, filed with the SEC on December 17, 2025 (the “Annual Report”) under the heading “Risk
Factors”) may cause our actual results, performance or achievements to be materially different from those expressed or implied
by the forward-looking statements.
You
can identify some of these forward looking statements by words such as “may,” “will,” “aim,” “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,”
“is/are likely to,” “potential,” “continue,” and other similar expressions or variations. We have
based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect
our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual performance
or results to differ materially and adversely from those expressed in or suggested by the forward-looking statements include:
●
our
inability to meet our core objectives, namely, to expand the number and content of our online newsletters and create advanced investor
tools for our users;
●
ineffectively
competing in our industry;
●
the
impact of governmental laws and regulation;
●
failure
to maintain and protect our reputation for trustworthiness and independence;
●
our
ability to adequately market our products and services, and to develop additional products and product offerings;
●
our
ability to manage growth effectively, including through acquisitions;
●
our
ability to continue to evolve and adapt our technology, including further adoption of artificial intelligence and machine learning
technologies;
●
our
ability to attract new users of our products and to persuade existing users of our products to convert their free subscriptions to
paid subscriptions, renew their subscription agreements, and purchase higher subscription tiers from us;
●
our
ability to successfully expand the coverage of our products to include foreign markets and alternative asset classes;
●
assumptions
related to the size of the market for our publications and analysis tools;
●
our
opportunistic use of cash resources on hand, which would impact our capital needs;
●
our
ability to expand our revenue streams beyond a subscriber model;
- ii -
●
difficulties
with certain data providers, technology providers, and third-party services we rely on or will rely on;
●
failure
to establish and maintain our corporate culture as we grow and encounter challenges regarding consumer recognition of our brand;
●
our
ability to attract, develop, and retain capable management, analysts, and other key personnel;
●
labor
shortages, unionization activities, labor disputes or increased labor costs;
●
our
ability to realize the anticipated benefits of our bitcoin treasury strategy;
●
our
inability to address and mitigate damage to our reputation and brand arising from negative “short reports” and adverse
litigation or other proceedings against us or our management;
●
inadequately
protecting our intellectual property or breaches of security of confidential consumer information; and
●
other
factors detailed under the section entitled “Risk Factors” in our Annual Report.
The
foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or
risk factors that we are faced with. Forward-looking statements necessarily involve significant risks and uncertainties, and our actual
results could differ materially from those anticipated in the forward-looking statements due to a number of factors, including those
set forth in our Annual Report under the heading “Risk Factors” and elsewhere in the Annual Report. All subsequent written
and oral forward-looking statements attributable to us or people acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained above. Prior to investing in our common stock, you should read this Report and our other SEC filings
completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify
all of our forward-looking statements by these cautionary statements.
We
file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with
the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The
forward-looking statements made in this Report related only to events or information as of the date of this Report. We undertake no obligation
to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this
Report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety
of this Report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition,
results of operations and prospects.
DEFINED
TERMS RELATED TO THE COMPANY
Unless
specifically set forth to the contrary, “Company,” “we,” “us,” “our,” “our company,”
“Aether,” “the Company,” “our business” and similar terms refer to Aether Holdings, Inc. and its
subsidiaries, unless the context indicates otherwise.
- iii -
PART
I - FINANCIAL INFORMATION
Item
1 - Financial Statements
AETHER
HOLDINGS, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
December 31,
2025
(Unaudited)
September
30, 2025
ASSETS
Current Assets
Cash
$ 1,798,679
$ 4,418,169
Prepaid expenses
351,657
365,073
Total current assets
2,150,336
4,783,242
Intangible assets, net
420,280
40,850
Internally developed software
157,779
100,000
Property acquisition deposit
-
108,000
Property and equipment,
net
1,278,543
4,069
Total
Assets
$ 4,006,938
$ 5,036,161
LIABILITIES AND SHAREHOLDERS’
EQUITY
Current Liabilities
Accounts payables
$ 132,856
$ 67,430
Accrued liabilities
138,774
55,827
Due to related parties
5,170
37,193
Contract liabilities
360,292
358,628
Total
current liabilities
637,092
519,078
Total
Liabilities
637,092
519,078
Stockholders’ Equity
Common stock, $ 0.001
par value, 50,000,000
and 50,000,000
shares authorized, 12,144,730
and 12,101,273
shares issued and outstanding on December 31, 2025 and September 30, 2025,
respectively *
12,144
12,101
Additional paid-in capital
9,853,146
9,703,189
Accumulated deficit
( 6,495,444 )
( 5,198,207 )
Total shareholders’
equity
3,369,846
4,517,083
Total
liabilities and shareholders’ equity
$ 4,006,938
$ 5,036,161
*
Shares
and per share data are presented on a retroactive basis to reflect the 1.2-for-1 reverse stock split. Refer to Note 6(B).
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements
F- 1
AETHER
HOLDINGS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE
LOSS
FOR
THE THREE MONTHS ENDED (UNUADITED)
December
31, 2025
December
31, 2024
Revenue
$ 338,804
$ 354,643
Cost of Sales (excluding depreciation and amortization)
66,420
107,558
Gross Profit
272,384
247,085
Operating Expenses
Sales and marketing expenses
196,572
22,045
General and administrative expenses
1,347,444
510,029
Research and development
expenses
57,947
-
Total operating expenses
1,601,963
532,074
Other Income
Interest income
25,305
-
Other income, net
7,037
-
Total Other Income
32,342
-
Loss before provision for
income taxes
( 1,297,237 )
( 284,989 )
Income
tax benefit (expense), net
-
-
Net loss
( 1,297,237 )
( 284,989 )
Comprehensive loss
$ ( 1,297,237 )
$ ( 284,989 )
Net loss per share – Basic and Diluted*
$ ( 0.11 )
$ ( 0.03 )
Weighted average number of shares outstanding – Basic and Diluted
*
12,117,967
10,031,273
*
Shares
and per share data are presented on a retroactive basis to reflect the 1.2-for-1 reverse stock split. Refer to Note 6(B).
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements
F- 2
AETHER
HOLDINGS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2025
Number
Amount
*
Amount
Amount
Amount
*Common
Shares
Additional
Paid In Capital
Accumulated
deficit
Total
equity
Number
Amount
Amount
Amount
Amount
Balance – October 1, 2025
12,101,273
$ 12,101
$ 9,703,189
$ ( 5,198,207 )
$ 4,517,083
Net loss for the period
-
-
-
( 1,297,237 )
( 1,297,237 )
Cashless exercise of warrants
18,332
18
( 18 )
-
-
Stock issued for services
25,125
25
149,975
-
150,000
Balance – December
31, 2025
12,144,730
$ 12,144
$ 9,853,146
$ ( 6,495,444 )
$ 3,369,846
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2024
*Common
Shares
Additional
Paid In Capital
Accumulated
deficit
Total equity
Number
Amount
Amount
Amount
Amount
Balance – October 1, 2024
10,031,273
$ 10,031
$ 2,162,945
$ ( 2,056,896 )
$ 116,080
Balance
10,031,273
$ 10,031
$ 2,162,945
$ ( 2,056,896 )
$ 116,080
Net loss for the period
-
-
-
( 284,989 )
( 284,989 )
Balance – December
31, 2024
10,031,273
$ 10,031
$ 2,162,945
$ ( 2,341,885 )
$ ( 168,909 )
Balance
10,031,273
$ 10,031
$ 2,162,945
$ ( 2,341,885 )
$ ( 168,909 )
*
Shares
and per share data are presented on a retroactive basis to reflect the 1.2-for-1 reverse stock split. Refer to Note 6(B).
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F- 3
AETHER
HOLDINGS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THREE MONTHS ENDED
(UNAUDITED)
2025
2024
For the three
months ended December 31,
2025
2024
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss
$ ( 1,297,237 )
$ ( 284,989 )
Adjustments:
Depreciation and amortization
7,744
523
Stock-based compensation expense
14,778
-
Changes in operating assets and liabilities:
Prepaid expenses
148,638
4,631
Payables and accrued liabilities
148,373
33,838
Amounts due to related parties
( 32,023 )
Contract liabilities
1,664
( 12,019 )
Net cash used in operating
activities
( 1,008,063 )
( 258,016 )
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of Intangible assets
( 385,050 )
-
Internally developed software
( 57,779 )
Purchase of property and equipment
( 1,168,598 )
-
Net cash used in investing
activities
( 1,611,427 )
-
CASH FLOWS FROM FINANCING
ACTIVITIES
Deferred offering costs
-
( 6,768 )
Amounts due to related parties
100,672
Net cash provided by financing
activities
-
93,904
Net decrease in cash
( 2,619,490 )
( 164,112 )
Cash, beginning of the period
4,418,169
557,823
Cash, end of the period
$ 1,798,679
$ 393,711
Supplemental Disclosures
of Cash Flow Information
Cash paid for interest
$ -
$ -
Cash paid for income taxes
$ -
$ -
Supplemental Schedule of
Non-Cash Financing Activities
Common stock issued for services
150,000
-
Cashless
exercise of warrants
18
-
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F- 4
AETHER
HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1 — DESCRIPTION OF BUSINESS AND ORGANIZATION
Aether
Holdings, Inc. (“we,” “us,” “our,” the “Company,” or “Aether”) was incorporated
pursuant to the Delaware General Corporation Law (“DGCL”) on August 15, 2023. The Company, acting through its primary operating
subsidiary, Sundial Capital Research Inc. (“Sundial”), is principally engaged in providing proprietary research analytics,
data, and tools for equity traders through its flagship platform, SentimenTrader.com.
The
registration statement for the Company’s initial underwritten public offering (“IPO”) was declared effective on April
9, 2025. We consummated our IPO on April 11, 2025, with the issuance of 1,800,000 shares of the Company’s common stock, par value
$ 0.001 per share (the “Common Stock”) at a public offering price of $ 4.30 per share, generating gross proceeds of $ 7,740,000 .
In connection with the IPO, we granted the underwriters an over-allotment option to purchase up to 270,000 additional shares of Common
Stock at the same public offering price (the “IPO Over-Allotment Option”). On April 16, 2025, the IPO Over-Allotment Option
was fully exercised, resulting in additional gross proceeds of $ 1,161,000 . With the full exercise of the IPO Over-Allotment Option, the
total gross proceeds from the IPO amounted to $ 8,901,000 , before deducting underwriting discounts, commissions, and offering expenses.
Additionally, as partial compensation for their services, the Company issued warrants to purchase an aggregate of 144,900 shares of Common Stock to The Benchmark Company, LLC and Axiom Capital Management, Inc., as representatives of the several underwriters
of the Company’s IPO.
On
April 30, 2025, the Company incorporated a new subsidiary, Alpha Edge Media, Inc. (“AEM”), under the laws of the State of
Delaware to support its expanding newsletter business. The newsletters published, or acquired and thereafter published by AEM will target
both institutional and retail investors, focusing on topics such as macroeconomic trends, market insights, and market psychology, while
broadening the Company’s overall coverage of securities, commodities, markets and exchanges.
On
May 22, 2025, the Company incorporated a new subsidiary, Aether Grid Inc. (“Aether Grid”), under the laws of the State of
Delaware to house and support the growth of its suite of financial tools.
On
June 6, 2025, the Company incorporated a new subsidiary, Aether Labs, Inc. (“Aether Labs”), under the laws of the State of
Delaware to act as the arm of the Company that focuses on innovation and research and development of its fintech ecosystem, with a focus
on proprietary analytics and models driven by artificial intelligence (“AI”).
On
October 14, 2025, the Company formed a new wholly owned subsidiary, 537 Greenwich LLC (“the LLC”), under the laws of the State of
Delaware. The subsidiary was established for the purpose of acquiring and holding office space in New York, which will be purchased
and owned by the LLC.
F- 5
The
following table sets forth information concerning the Company and its subsidiaries as of December 31, 2025:
SCHEDULE OF SUBSIDIARY
Name
of Entity
Date
of Organization
Place
of Organization
Percentage
of Ownership
Principal
Activities
Aether Holdings, Inc.
August
15, 2023
Delaware
Parent
Company
Holding Company
Sundial Capital Research Inc.
January
22, 2003
Minnesota
100 %
Financial Research Publication
Alpha Edge Media, Inc.
April
30, 2025
Delaware
100 %
Financial Newsletters
Aether Grid Inc.
May
22, 2025
Delaware
100 %
Financial Technology Tools
Aether Labs, Inc.
June
6, 2025
Delaware
100 %
Research and Development
537 Greenwich LLC
October
14, 2025
Delaware
100 %
Acquiring and holding office space
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation and Principles of Consolidation
The
accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in conformity
with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities
and Exchange Commission (the “SEC”) regarding interim financial reporting.
In
the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments
(which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements)
considered necessary to present fairly the Company’s unaudited condensed consolidated balance sheet as of December 31, 2025, its
unaudited condensed consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the three
months ended December 31, 2025 and December 31, 2024. Certain information and note disclosures normally included in the financial statements
prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information
included in this report should be read in conjunction with the audited consolidated financial statements and notes thereto of Aether
Holdings, Inc. for the year ended September 30, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on
December 17, 2025, (the “Form 10-K”), which provides a more complete discussion of the Company’s accounting policies
and certain other information. The accompanying condensed consolidated balance sheet as of September 30, 2025, has been derived from
the audited consolidated balance sheet as of September 30, 2025, contained in the above referenced Form 10-K.
The
unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany
balances have been eliminated upon consolidation. Interim results are not necessarily indicative of results for a full year or any future
periods.
Prior
Period Reclassifications
Certain amounts in prior periods have been reclassified to conform with
current period presentation.
Foreign
Currency
These
unaudited condensed consolidated financial statements are presented in United States dollars which are the parent and subsidiaries’
functional currency. The functional currency for each entity consolidated with the Company is determined by the currency of the primary
economic environment in which it operates, US dollars (“USD”).
M onetary
assets and liabilities denominated in foreign currencies are re-measured to USD using the exchange rates prevailing at the consolidated
balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are measured in USD using historical exchange
rates. Revenues and expenses are measured using the actual exchange rates prevailing on the dates of the transactions. Gains and losses
resulting from re-measurement are recorded in the Company’s consolidated statement of operations and comprehensive loss as foreign
exchange (loss) gain under general and administrative expenses.
Use
of Estimates and Assumptions
The
preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. There were no significant estimates or assumptions that materially impacted
the unaudited condensed consolidated financial statements for the three months ended December 31, 2025 and 2024.
F- 6
Segment
Information
The
Company follows ASC 280, “Segment Reporting”, which requires disclosures based on how management organizes the Company
to make operating decisions and assess performance. The Company has determined that it operates as a 1 single reportable segment.
The
Chief Executive Officer functions as the Company’s Chief Operating Decision Maker (“CODM”) and is responsible for key
operating decisions, resource allocation, and performance assessment. In executing these responsibilities, the CODM regularly reviews
consolidated financial information, including total revenue, gross profit, key operational metrics, and cash flow, on a Company-wide
basis. The CODM does not review or receive discrete financial information by business function, product category, or geographic region.
Consequently, decisions about resource allocation and performance evaluation are made based solely on consolidated results. Accordingly,
management has concluded that the Company has one operating segment: the online subscription service, which consists of one reporting
unit based on the financial information available and which operating results are regularly reviewed by CODM. All the Company’s
business activities for the three months ended December 31, 2025 and 2024 were conducted in United States. Segment profit and loss is
determined on a basis that is consistent with how the Company reports operating profit and loss in its unaudited condensed consolidated
statements of operations and comprehensive loss. Because the Company operates only one segment, there are no intersegment transactions.
Cash
Cash
consists of cash on hand, the balances with banks and the liquid investments with maturities of three months or less.
Property
and Equipment, Net
Property
and equipment are recorded at cost less accumulated depreciation and impairment losses at the following depreciation rates:
SCHEDULE
OF PROPERTY AND EQUIPMENT DEPRECIATION RATES
Computer
hardware & IT
Double
declining balance method – 30 %
Office
Building
Straight
line method – Useful Life 25 years
Equipment
that is withdrawn from use or has no reasonable prospect of being recovered through use or sale, is regularly identified, and written
off. The assets’ residual values, depreciation methods and useful lives are reviewed, and adjusted if appropriate, at each reporting
date. Subsequent expenditures relating to items of property and equipment are capitalized when it is probable that future economic benefits
from the use of the assets will be increased. All other subsequent expenditures are recognized as repairs and maintenance.
The
office building is depreciated on a straight-line basis over an estimated useful life of 25 years. Depreciation is charged from the date
the asset is available for use.
Intangible
Asset, Net
The
Company’s intangible assets consist of (i) the Company’s corporate tradenames and (ii) intangible assets acquired in connection
with the purchase transactions of the Whale Tales, Altcoin Investing digital newsletter and Coinstack (collectively, the “Acquisitions”) .
The acquired intangible assets include domains, tradenames, subscriber lists, newsletter archives and content libraries, vendor/platform
rights, writer relationships, and non-competition agreements .
F- 7
Indefinite-lived
intangible assets
The
Company’s tradenames and domains (including the Company’s corporate tradename and the domain name and tradenames acquired
in the Acquisitions) are considered indefinite-lived, as they are expected to contribute to future cash flows indefinitely and the costs
to maintain/renew the associated legal rights are not significant. Accordingly, trade names and domain names are not amortized.
Indefinite-lived
tradenames and domains are tested for impairment at least annually, and more frequently if events or changes in circumstances indicate
that it is more likely than not that the asset is impaired, in accordance with ASC 350-30-35-18.
Finite-lived
intangible assets
The
remaining intangible assets acquired in the Acquisitions are finite-lived and are amortized on a straight-line basis over their estimated
useful lives, which reflect the periods over which the assets are expected to contribute to future cash flows. Finite-lived intangible
assets are evaluated for amortization.
Amortization
method and estimated useful lives
SCHEDULE OF INTANGIBLE ASSETS USEFUL LIFE
Category
Amortization
Method
Estimated
useful life
Brand name/Domain names /Tradenames/Social
media
Not Amortized
Indefinite
Subscriber list
Straight Line Method
2 to 3 years
Content library
Straight Line Method
1 to 3 years
Vendor/platform rights
Straight Line Method
1 to 2 years
Writer relationship
Straight Line Method
1 year
Non-competition agreement
Straight Line Method
1 year
Advertiser / sponsor relationships
Straight Line Method
1 year
Proprietary codebase & technical IP
Straight Line Method
5 years
Offering
costs
Deferred
offering costs consist of specific expenses directly attributable to the company’s IPO, including legal, accounting, printing,
underwriter fees and filing fees. These costs are capitalized as incurred in accordance with the guidance under ASC 340-10-S99-1.
Impairment
of Long-lived assets
Long-lived
assets, including, property and equipment, intangible assets and property acquisition deposit are evaluated for impairment whenever events
or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets)
indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated.
When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future
undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected
future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the
excess of the carrying value of the assets over the fair value of the assets. No impairment charge was recognized for the three months
ended December 31, 2025 and 2024, respectively.
F- 8
Internally
developed software and research and development (“R&D”) expenses
Intangible
assets consist of internally developed capitalized software which
is separately presented than other intangible assets as they are significant.
Internal
use software
The
Company capitalizes certain costs related to internal use software acquired, modified, or developed related to the Company’s services
in accordance with ASC 350, Internal use software. These capitalized costs are primarily related to salaries, IT consultants and
other personnel costs. Costs incurred in the preliminary stages of development and the post implementation phase are expensed as incurred.
The company adopts agile method of software development which is generally characterized as an iterative and more dynamic process where
the planning, design and coding are less distinct and performed in short sprints. The Company analyses the nature of the development
and implementation activities – i.e. whether Subtopic 350-40 characterizes them as capitalizable application development stage
activities – when deciding whether the costs of those activities should be capitalized or expensed as incurred. Maintenance and
training costs are expensed as incurred. The amortization expense is recorded in “General and administrative expenses” on
the consolidated statements of operations and comprehensive loss.
Software
developed for sale
The
costs incurred for the development of computer software to be sold, leased or otherwise marketed are capitalized in accordance with ASC
985, Costs of Software to be sold, leased or marketed, when technological feasibility has been established. Technological feasibility
generally occurs when all planning, designing, coding and testing activities are completed that are necessary to establish that the product
can be produced to meet its design specifications, including functions, features, and technical performance requirements. These capitalized
costs are primarily related to salaries, IT consultants and other personnel costs.
Software
costs that are expensed are recorded in “Research and Development” on the condensed consolidated statements of operations
and comprehensive loss. Research and development expenses represent costs directly attributable to XYZ Terminal development, Sentiment
tracker and other products, including data integration, Large Language Model (LLM) tools, predictive analytics, interface upgrades, and supporting systems,
with spending driven by personnel, software, data, and cloud resources. R&D expenses are expensed as incurred in accordance with
ASC 730.
Internally
developed software comprises of software development cost-in-progress as at December 31, 2025 and September 30, 2025 amounting to $ 157,779
and $ 100,000 , respectively, which will be amortized once the software development is capitalized upon completion.
Revenue
Recognition
The
Company adopted ASC Topic 606 Revenue from Contracts with Customers (“ASC 606”). The core principle of the guidance is that
an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies
the following steps:
Step
1:
Identification
of the contract with a customer;
Step
2:
Identification
of the performance obligations in the contract;
Step
3:
Determination
of the transaction price;
Step
4:
Allocation
of the transaction price to the performance obligations in the contract (where revenue is allocated on a relative standalone selling
price basis by maximizing the use of observable inputs to determine the standalone selling price for each performance obligation);
and
Step
5:
Recognition
of revenue when, or as, the Company satisfies a performance obligation.
F- 9
Revenue
from online subscription services
Our
revenue source consists of subscriptions to our cloud-based software during the term of arrangement. Cloud-based services allow our customers
to access the tailor-made stock research reports without taking possession of the software. Revenue is generally recognized ratably over
the contract term beginning on the commencement date of each contract, which is the date our cloud-based software is made available to
customers, and collection is reasonably assured. Subscription agreements generally have terms ranging from one month and one year. Amounts
that have been invoiced are recorded either contract liabilities or revenue in the unaudited condensed consolidated financial statements,
depending on whether the underlying performance obligation has been satisfied.
Contract
Liabilities
Contract
liabilities consist deferred revenue in relation to payments that are received in advance of the Company’s performance. The Company’s
contract liabilities are reported on a contract-by-contract basis at the end of each reporting year. The Company classifies contract
liabilities as current when the term of the applicable subscription period or expected completion of the performance obligation is one
year or less.
Cost
of Revenue
Cost
of revenue primarily consist of expenses related to hosting the Company’s service and analyst salaries that directly benefit sales.
These expenses are comprised of hosted data center global costs, fees paid to third-party data providers and personnel-related costs
directly associated with research reports, including salaries and benefits.
These
costs are incurred to support the production and delivery of the Company’s research reports, data platforms, and other customer-facing
services.
Operating
expenses consist primarily of research and development, general and administrative, and sales and marketing expenses. Operating expenses
are recognized as incurred in accordance with U.S. GAAP.
General
and Administrative Expenses
General
and administrative (“G&A”) expenses consist primarily of personnel-related costs, including salaries, bonuses, payroll
taxes, and stock-based compensation for executive, finance, legal, and administrative personnel. G&A expenses also include professional
fees (legal, audit, tax, consulting, and regulatory compliance), insurance, investor relations costs, public company compliance costs,
office and administrative expenses, information technology and software subscriptions, and other corporate overhead costs. These expenses
are expensed as incurred.
Sales
and Marketing Expenses
Sales
and marketing (“S&M”) expenses consist primarily of advertising, promotional campaigns, branding initiatives, sponsorships,
customer acquisition costs, website hosting related to marketing activities, travel, trade shows, and other marketing-related expenditures.
Advertising costs are expensed as incurred.
Defined
contribution plan
Contributions
to defined contribution plans are expensed in the period in which services are rendered by the covered employees. The Company recognizes
its liabilities for compensated absences dependent on whether the obligation is attributable to employee services already rendered, relates
to rights that vest or accumulate and payment is probable and estimable.
F- 10
Warrants
The
Company performs an assessment of warrants upon issuance to determine their proper classification in the financial statements based on
the warrant’s specific terms, in accordance with the authoritative guidance provided in Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 480 Distinguishing Liabilities from Equity, and ASC 815 Derivatives and Hedging.
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480 and whether they meet all of
the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock and whether the warrant holders could potentially require cash settlement of the warrants.
For issued warrants that meet all the criteria for
equity classification, the warrants are required to be recorded as a component of additional paid-in capital. For issued warrants that
do not meet all the criteria for equity classification, the warrants are required to be liability-classified and recorded at their initial
fair value on the date of issuance and remeasured at fair value at each balance sheet date thereafter. The Company has performed an assessment
of all warrants issued and determined that the Company’s warrants are equity-classified.
As of December 31, 2025, the Company had 72,450 underwriter
warrants outstanding that had not yet been issued. These warrants were issued in connection with the Company’s initial public offering
and entitle the holder to purchase shares of Common Stock pursuant to the terms
set forth in the underwriting agreement.
Stock
Based Compensation
We
account for our stock-based compensation under ASC 718, “ Compensation – Stock Compensation ” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over
the service period, which is usually the vesting period. This guidance establishes standards for accounting for transactions in which
an entity exchanges equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by
the issuance of those equity instruments. Forfeitures are accounted when they occur.
We
use the grant date fair value method for equity instruments granted to non-employees and use Black-Scholes Method for grant date fair
value of underwriters’ warrants. The stock based fair value compensation is determined as of the date of the grant (measurement
date) and is recognized over the vesting periods.
Related
parties
The
Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Fair
Value Measurement
Fair
value is the price that would be received from selling an asset or paid to transfer liability in an orderly transaction between market
participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to
be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers
assumptions that market participants would use when pricing the asset or liability.
The
established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs
when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level
of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as
follows:
Level
1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level
2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities.
Level
3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
F- 11
Income
taxes
Current
tax
Current
tax consists of current tax payable based on the Company’s taxable income for the year. The Company’s liability for current
tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred
tax
The
Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements
or tax returns. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for
the years in which those tax assets and liabilities are expected to be realized or settled. The Company nets the deferred tax assets
and deferred tax liabilities from temporary differences arising from a particular tax-paying component of the Company within the same
tax jurisdiction and presents the net asset or liability as long term. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. Valuation allowances
are provided when necessary to reduce deferred tax assets to the amount expected to be realized.
The
Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on
examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately
reserved for uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially
different. The Company makes adjustment to these reserves when facts and circumstances change, such as the closing of a tax audit or
the refinement of an estimate. To the extent that the final outcome of these matters is different than the amounts recorded, such differences
will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our
financial condition and results of operations.
Net
Loss per share
The
Company presents basic and diluted net loss per share data for its common shares. Basic net loss per share is calculated by dividing
the net loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the
year, adjusted for own shares held. Diluted net loss per share is determined by dividing the net loss attributable to common shareholders
by the weighted average number of common shares outstanding, adjusted for own shares held and for the effects of all potential dilutive
common shares related to outstanding stock options and warrants issued by the Company for the periods presented, except if their inclusion
is anti-dilutive.
Recent
accounting pronouncements
Recently
adopted accounting pronouncements
The
Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews
new accounting standards that are issued.
In
November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments
are intended to improve the transparency and decision usefulness of segment information by requiring enhanced disclosures about significant
segment expenses and more consistent information in interim periods. The amendments are effective for the Company for fiscal year beginning
after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted. The Company adopted
ASU 2023-07 on October 1, 2024 on a retrospective basis. The adoption did not have an impact on the unaudited condensed consolidated
financial statements but resulted in expanded segment disclosures.
F- 12
In
December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU
2023-09”). This ASU requires that public business entities must annually “(1) disclose specific categories in the rate reconciliation
and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items
is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income
tax rate).” This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company
is currently evaluating the impact of this standard but does not expect it to have a material impact on unaudited condensed consolidated
financial statements. The Company expects the ASU to result in expanded disclosures regarding income taxes.
In
November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation
of Income Statement Expenses.” This pronouncement introduces new disclosure requirements aimed at enhancing transparency in financial
reporting by requiring disaggregation of specific income statement expense captions. Under the new guidance, entities are required to
disclose a breakdown of certain expense categories, such as employee compensation; depreciation; amortization, and other material components.
The disaggregated information can be presented either on the face of the income statement or in the notes to the financial statements,
often using a tabular format. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those
fiscal years. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements.
In
September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements
to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 amends the guidance in ASC 350-40, Intangibles—Goodwill
and Other—Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs,
removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective
for fiscal years beginning after December 15, 2027 and for interim periods within those annual reporting periods, with early adoption
permitted. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements.
In
December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities ,
which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU
2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the
grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including
options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced
disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized
in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within
those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10.
In
December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies the guidance
in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures
and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have had
a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods
within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.
ASU
2024-04 Debt - Debt with Conversion and Other Options - Induced Conversions of Convertible Debt Instruments. In November 2024, the FASB
issued this ASU which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be
accounted for as induced conversions or extinguishments. The amendments in this update are effective for all entities for annual reporting
periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted
for all entities that have adopted the amendments in Update 2020-06. We are currently evaluating the impact this guidance will have on
our unaudited condensed consolidated interim financial statements.
In
May 2025, the FASB issued Accounting Standards Update No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining
the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03 changes how companies
determine the accounting acquirer in certain business combinations involving variable interest entities. The new guidance requires considering
the factors used for other acquisition transactions to assess which party is the accounting acquirer. ASU 2025-03 is effective for the
Company’s annual reporting periods beginning on January 1, 2027. Early adoption is permitted. The Company is currently evaluating
the impact of adopting this new accounting guidance on its financial statements and related disclosures.
F- 13
In
May 2025, the FASB issued Accounting Standards Update No. 2025-04, Compensation – Stock Compensation (Topic 718) and Revenue from
Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”).
ASU 2025-04 revises the definition of a performance condition, eliminates the forfeiture policy election for service conditions, and
clarifies that the variable consideration constraint in Topic 606 does not apply to share-based consideration payable to customers. The
new guidance requires entities to consistently account for share-based awards granted to customers by clarifying the treatment of vesting
conditions and ensuring alignment with Topic 606 and Topic 718. ASU 2025-04 is effective for fiscal years beginning after December 15,
2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact
of adopting this new accounting guidance on its financial statements and related disclosures.
The
Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material
effect on the Company’s unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss and statements
of cash flows.
From
time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies and adopted by the Company as of
the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are
not yet effective will not have a material impact on the accompanying financial statements and disclosures.
NOTE
3 — CONTRACT LIABILITIES
Contract
liabilities consist of the unearned portion of customer billings, which is recognized as revenue in accordance with our revenue recognition
policy. The Company classifies contract liabilities as a current liability on the consolidated balance sheets because the longest subscription
plan is for twelve months. The movement of contract liabilities for the three months ended December 31, 2025 and the year ended September
30, 2025 are as follows:
SCHEDULE
OF CONTRACT LIABILITIES
For the three months ended
December
31, 2025
December
31, 2024
Opening balance
$ 358,628
$ 380,077
Additional contract liabilities accrual
339,177
342,624
Revenue recognized from opening contract liabilities
( 184,050 )
( 198,679 )
Revenue recognized from current year billings
( 153,463 )
( 155,964 )
Ending balance
$ 360,292
$ 368,058
Remaining
Performance Obligations
The
Company applies the practical expedient in ASC 606-10-50-14, which allows an entity not to disclose the value of remaining performance
obligations for contracts with an original expected term of one year or less. Because all of the Company’s customer contracts have
original expected durations of one year or less, the Company has elected this practical expedient and, accordingly, does not disclose
information about remaining performance obligations.
F- 14
NOTE
4 — PREPAID EXPENSES
The
prepaid expenses as of December 31, 2025 and September 30, 2025 were as follows:
SCHEDULE OF PREPAID EXPENSES
December
31, 2025
September
30, 2025
Software license
$ 16,234
$ 16,673
SEC filing fees
$ 36,442
49,675
Insurance
$ 148,728
282,066
Other
$ 150,253
16,659
Total
$ 351,657
$ 365,073
NOTE
5 — ACCRUED LIABILITIES
The accrued liabilities as of December 31, 2025 and September 30, 2025 were as follows:
SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES
December
31, 2025
September
30, 2025
Accrued expenses
135,210
21,021
Accrued wages
3,564
34,806
Total
$ 138,774
$ 55,827
NOTE 6 — EQUITY
A)
Shares Issued for Service Agreements
On
December 22, 2025, the Company issued 25,125
shares of Common Stock to certain non-employees, specifically the sellers of the Coinstack assets, in consideration for services
to be provided under a transition services agreement entered in connection with the asset acquisition. The shares were issued at a
fair value of $ 5.97
per share, resulting in an aggregate fair value of $ 150,000 .
The transaction has been accounted for as an equity-settled share-based payment. The expense relating to the services received is
recognized over the period during which the services are rendered. The fair value of the services received is measured by reference
to the fair value of the equity instruments issued.
No
shares were issued for Service Agreement for the year ended September 30, 2025.
F- 15
B)
Reverse Stock Split
On
January 15, 2025, the Company’s board of directors approved a share consolidation of the Company’s common shares at a ratio
of 1.2-for-1 reverse split , effective on January 15, 2025. As a result of the share consolidation, every 1.2 common shares outstanding
is automatically combined and converted into 1 issued and outstanding common share , without any action required from shareholders. The par
value and the authorized number of common shares remained unchanged.
All
share and per-share information included in the unaudited condensed consolidated financial statements and notes there to have been retroactively
adjusted for the 1.2-for-1 reverse split occurred on the first day of the first period presented.
As
of December 31, 2025, and September 30, 2025, the Company had 12,144,730 and 12,101,273 shares of Common Stock issued and outstanding,
respectively.
C)
IPO
The
registration statement for the Company’s IPO was declared effective on April 9, 2025. We consummated our IPO on April 11, 2025,
with the issuance of 1,800,000 shares of Common Stock at a public offering price of $ 4.30
per share, generating gross proceeds of $ 7,740,000 . In connection with the IPO, we granted the underwriters an over-allotment option
to purchase up to 270,000 additional shares of Common Stock at the same public offering price. On April 16, 2025, the IPO Over-Allotment
Option was fully exercised, resulting in additional gross proceeds of $ 1,161,000 . With the full exercise of the IPO Over-Allotment Option,
the total gross proceeds from the IPO amounted to $ 8,901,000 , before deducting underwriting discounts, commissions, and offering expenses.
Total share issuance cost incurred for same is $ 1,661,437 .
D)
Underwriters’ Warrants
In
connection with the Company’s IPO and the IPO Over-Allotment Option, the Company issued to the representatives of the underwriters,
or their permitted designees, warrants (the “Underwriters’ Warrants”) to purchase 144,900 shares of Common Stock (representing 7% of the total shares sold in the offering) at an exercise price of $ 4.30 per share (the public offering
price). The Underwriters’ Warrants become exercisable 180 days after the IPO closing date and have a term of five ( 5 ) years from
the commencement of sales of the securities in the offering. The issuance of these warrants represented additional compensation to the
underwriters for services rendered in connection with the IPO.
The
Company performs an assessment of Underwriters’ Warrants upon issuance to determine their proper classification in the financial
statements based on the warrant’s specific terms, in accordance with the authoritative guidance provided in Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480 Distinguishing Liabilities from Equity,
and ASC 815 Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to
ASC 480 and whether they meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed
to the Company’s own Common Stock and whether the warrant holders could potentially require cash settlement of the warrants.
The
company has concluded that the Underwriters’ Warrants are equity classified.
Accordingly,
the Underwriter Warrants were recorded within stockholders’ equity in additional paid-in capital (“APIC”) . However,
as the warrants are incremental and directly attributable to the IPO, the Company recorded the fair value of the Underwriter Warrants
as an equity issuance cost as a reduction of APIC. As the result, no net impact to total APIC.
The
Underwriters’ Warrants were valued at $ 302,751 based on a Black-Scholes valuation with the following assumptions (Risk-free interest
rate: 4.30 %; expected life of warrants: 5 years; estimated volatility: 50 %; dividend rate: 0 %).
F- 16
A
summary of the warrants’ movement schedule is as follows:
SCHEDULE OF WARRANT ACTIVITY
Number
of Warrants
Weighted
average exercise price
Weighted
average remaining life
Balance – October 1, 2025
144,900
$ 4.3
4.53
Granted
-
-
-
Exercised
( 72,450 )
4.3
-
Forfeited
-
-
-
Expired
-
-
-
Outstanding - December 31, 2025
72,450
$ 4.3
4.2
The
Company issued 72,450
underwriter warrants with an exercise price of $ 4.30
per share that were exercised on a cashless basis to purchase
18,332
Common Stock.
NOTE
7 - NET LOSS PER SHARE
The
computation of net loss per share and weighted-average shares of Common Stock outstanding for the
periods presented are as follows:
SCHEDULE
OF EARNING PER SHARE AND WEIGHTED AVERAGE SHARES
Three Months Ended December 31,
2025
2024
Net loss attributable to common stockholders
$ ( 1,297,237 )
$ ( 284,989 )
Basic and diluted weighted-average common shares outstanding
12,117,967
10,031,273
Net Loss per share attributable to common stockholders:
Basic and diluted
$ ( 0.11 )
$ ( 0.03 )
There
were no preferred or other dividends declared for the three months ended December 31, 2025. The below table includes the total securities
potentially dilutive for the three months ended December 31, 2025, and 2024, which have been excluded from the computation of diluted
earnings (loss) per share.
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
December 31,
2025
2024
Warrants Outstanding
72,450
-
Although
the Company’s warrants contain cashless exercise provisions, the impact of such provisions was not considered in diluted net
loss per share as the Company incurred a net loss during the period and all potential shares of Common Stock were
anti-dilutive.
NOTE
8 — PROPERTY AND EQUIPMENT, NET
On
July 21, 2025, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with 537 Greenwich Owner,
LLC (the “Seller”), pursuant to which the Company agreed to purchase from the Seller the retail level office space located at 110 Charlton Street,
Unit RET B, New York, NY 10014 (the “Property”).
On
October 14, 2025, the Company assigned the Purchase Agreement to its newly formed, wholly owned subsidiary, 537 Greenwich LLC, an
entity formed for the purpose of holding the Property.
The
contractual purchase price of the Property was $ 1,080,000 in cash .
In accordance with the Purchase Agreement, the Company previously paid a deposit of $ 108,000 ,
which was applied toward the purchase price at closing. Total cash consideration paid to the Seller at closing on December 19, 2025
was $ 976,830 ,
excluding adjustments for certain condominium-related fees and real estate taxes of $ 4,241 .
In addition, the Company incurred $ 191,768
of transaction costs in connection with the acquisition, primarily consisting of legal fees, title costs, transfer taxes, and other
closing-related costs. These costs were capitalized as part of the basis of the Property. The total capitalized cost of the Property
was $ 1,276,598 .
The
Property comprises approximately 1,600 square feet within Greenwich West, a mixed-use development in the Hudson Square neighborhood of
New York City and will serve as the Company’s corporate headquarters.
There
are no material relationships between the Company (or its affiliates) and the Seller.
Property
and equipment, net consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT, NET
December
31, 2025
September
30, 2025
Office Building
$ 1,276,598
$ -
Computer & equipment
18,799
18,799
Property and equipment, gross
18,799
18,799
Less: Accumulated depreciation
16,854
14,730
Property
and equipment, net
$ 1,278,543
$ 4,069
Depreciation
expenses totaled $ 2,124 and $ 523 during the three months ended December 31, 2025 and 2024 respectively.
F- 17
NOTE
9 — INTANGIBLES
21
Bitcoin.xyz Asset Acquisition
On
October 15, 2025, the Company acquired substantially
all of the assets of 21Bitcoin.xyz, a digital platform that autonomously generates and
distributes real-time market intelligence through an advanced AI-powered publishing engine. 21Bitcoin provides extensive 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
Company evaluated the transaction under ASC 805 and concluded that the acquired set did not meet the definition of a business. Substantially
all of the fair value of the gross assets acquired was concentrated in identifiable intangible assets, and the acquired set did not include
substantive processes capable of producing outputs independently. Accordingly, the transaction was accounted for as an asset acquisition
under ASC 805-50 and as such, the transaction was considered to be insignificant.
In
accordance with ASC 805-50-30-3, the total acquisition cost of $ 30,000 was allocated to the identifiable assets acquired on a relative
fair value basis as of October 15, 2025.
The 21 Bitcoin.xyz asset acquisition did not have a material impact on
the Company’s condensed consolidated financial statements for the period ended December 31, 2025 and as such detailed disclosures
regarding acquired intangible assets were considered to be insignificant.
Coinstack
Asset Acquisition
On
December 22, 2025 (the “Acquisition Date”), the Company acquired substantially all the assets of Coinstack (the
“Coinstack Acquisition”). The acquired assets primarily consist of subscriber lists and related data, trade name and trademarks
(including associated domain names), content library and archives, advertiser and sponsor relationships, and social media and community
presence.
The
Company evaluated the transaction under ASC 805 and concluded that the acquired set did not meet the definition of a business. Substantially
all of the fair value of the gross assets acquired was concentrated in identifiable intangible assets, and the acquired set did not include
substantive processes capable of producing outputs independently. Accordingly, the transaction was accounted for as an asset acquisition
under ASC 805-50.
Total
consideration consisted of cash paid at closing and directly attributable transaction costs. In accordance with ASC 805-50-30-1, transaction
costs were capitalized as part of the cost of the acquired assets.
In
connection with the acquisition, the Company issued 25,125
shares of Common Stock to the sellers pursuant to a Transition Services Agreement for post-closing services. These shares were
issued at a fair value of $ 5.97
per share (aggregate fair value of approximately $ 150,000 )
and were accounted for separately as equity-settled share-based compensation under ASC 718. Because the shares were issued for
post-acquisition services rather than as consideration transferred for the acquired assets, they were not included in the purchase
price allocation. The Coinstack asset acquisition did not have a material impact on the Company’s
condensed consolidated financial statements for the period ended December 31, 2025 and as such detailed disclosures regarding acquired
intangible assets were considered to be insignificant.
Amortization expenses of $ 5,620
and $ 0 were recorded for the
period ended December 31, 2025 and 2024. No impairment
indicators were identified as of December 31, 2025.
F- 18
NOTE
10 — RELATED PARTY TRANSACTIONS
Related
parties include key management personnel, their close family members and entities under their control or joint control. Key management
personnel are those who have authority and responsibility for the planning directing and controlling the activities of the entity, directly
or indirectly. The Company defines key management personnel as the Company’s C-level executives and Board of Directors. The Company’s
relationship with related parties who had transactions with the Company are summarized as follows:
SCHEDULE OF RELATED PARTIES
TRANSACTIONS
Related
Party
Relationship
with the Company
Qian Zhang
Former Director and CEO of Sundial from
May 31, 2023 to July 10, 2024; Operating Officer (“COO”) of Sundial since July 10, 2024 Former Director and Interim CEO
of Aether from August 25, 2023 to September 11, 2023
Hao Hu
Chief Information Officer (“CIO”)
of Sundial since March 15, 2023; Director of Sundial since September 9, 2023; Interim Chief Executive Officer of Sundial since July
10, 2024; Former Director and CTO of Aether from August 25, 2023 to September 11, 2023
Nicolas Kuan Liang Lin
Chief Executive Officer (“CEO”)
since September 11, 2023 and Director of Aether since August 25, 2023
David Chi Ching Ho
Chief Strategy Officer (“CSO”)
from April 1, 2024 to February 13, 2026
Siu Hang (Henry) Wong
Director of Business Development since December
1, 2024 to February 1, 2025 Former Chief Operating Officer (“COO”) from June 1, 2024 to November 20, 2024
Elixir Technology Inc.
Aether’s principal common shareholder
controlled by Jaclyn Wu, a former director of Aether and Sundial
Jaclyn Wu
Director of Sundial from August 16, 2022 to February 15, 2026; Director of Aether from
August 25, 2023 to December 14, 2025.
Monic Wealth Solutions Ltd.
Owned by Jaclyn Wu, a former
director of Aether and Sundial.
Ledger Pros LLC
Owned by Suresh R. Iyer,
the Chief Financial Officer (“CFO”) since May 16, 2024
Suresh R. Iyer
Chief Financial Officer (“CFO”)
since May 16, 2024
Monic Financial Group
Owned by Jaclyn Wu, a former director of Aether
and Sundial.
Related
Party balances
The
Company’s balances due to related parties as of December 31, 2025 and September 30, 2025 were as follows:
SCHEDULE OF DUE TO RELATED PARTIES
Name
December
31, 2025
September
30, 2025
Qian Zhang
$ -
$ 4,556
Elixir Technology Inc.
5,158
5,157
Hao Hu
12
10
WUYAO Safety Technology
(Hang Zhou) Co., LTD
-
27,470
Total
due to related parties
$ 5,170
$ 37,193
The
amounts due to related parties as of December 31, 2025 and September 30, 2025 are unsecured, interest-free, and due on demand.
Related
Party transactions
The
Company had the following related party transactions:
A)
Services rendered from related parties
During
the three months ended December 31, 2025 and 2024, the Company incurred $ 0 and $ 9,000 for the accounting services provided by Ledger
Pros LLC.
B)
Director fees and consulting fees for services rendered by directors and consultants
SCHEDULE OF SERVICES RENDERED BY
EXECUTIVE OFFICERS AND DIRECTORS
For
the three months ended
Name
Nature of Service
December
31, 2025
December
31, 2024
Jaclyn Wu
Director
$ 24,348
$ 30,000
Siu Hang (Henry) Wong
Consulting
$ -
$ 15,000
Wayne Huo
Director
$ 1,882
$ -
Total
$ 26,230
$ 45,000
NOTE
11 — INCOME TAXES
For
the three months ended December 31, 2025, and 2024, the Company recorded income tax expense (benefit) of $ 0 , as they were insignificant.
The
Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily
consist of net operating loss carry forwards. The Company has considered its history of cumulative net losses, estimated future taxable
income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize
the benefits of its deferred tax assets. As a result, as of December 31, 2025 and September 30, 2025, the Company has maintained a full
valuation allowance against its net deferred tax assets.
F- 19
NOTE
12 — RISKS AND CONCENTRATIONS
The
Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit
risk
Credit
risk is the risk of loss associated with a counterparty’s inability to fulfil its payment obligations. The Company’s credit
risk is primarily attributable to cash. As of December 31, 2025, and September 30, 2025, substantially all of the Company’s cash
was held in major financial institutions located in the U.S., which are FDIC-insured and management considers to be of high credit quality.
The
maximum exposure of such assets to credit risk is their carrying amounts at the balance sheet dates. The Company maintains its bank accounts
at financial institutions in the United States, where there is $ 250,000 standard deposit insurance coverage limit per depositor, per
FDIC-insured bank and per ownership category. As of December 31, 2025 and September 30, 2025, cash balances of $ 1,535,363 and $ 4,258,605 ,
respectively, were maintained at financial institutions in the US. The remaining balances of $ 263,316 and $ 159,564 , respectively, were
maintained in payment processing accounts with services such as Mercury, PayPal and Stripe. While management believes that the financial
institutions and payment processors used by the Company are of high credit quality, it also continually monitors their creditworthiness.
Liquidity
risk
Liquidity
risk arises through the excess of financial obligations over available financial assets due at any point in time. The Company’s
approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. All of
the Company’s financial liabilities are subject to normal trade terms. The Company has historically funded the working capital
needs primarily from operations, as well as advances from related parties.
Going
concern
The Company’s unaudited condensed consolidated financial statements
have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.
Since
inception, the Company has incurred recurring losses and negative cash flows from operations, resulting in an accumulated deficit of
$ 6,495,444 as
of December 31, 2025. For the three months ended December 31, 2025, the Company incurred a net loss of $ 1,297,237
and used cash in operating activities of $ 1,008,063 .
Although the Company completed its initial public offering on April 11, 2025 and the closing of the underwriters’ over-allotment
option on April 16, 2025, which collectively generated aggregate gross proceeds of approximately $ 8,901,000
(before underwriting discounts and offering expenses), the
Company continues to incur operating losses and expects to require additional capital to fund operations and execute its business plan.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date
these condensed financial statements are issued.
Management
intends to fund operating costs over the next twelve months primarily through the use of remaining IPO proceeds and, if necessary, through
additional financing from public or private offerings of equity or debt securities. However, there can be no assurance that such financing
will be available on acceptable terms, or at all. Accordingly, management has concluded that substantial doubt about the Company’s
ability to continue as a going concern has not been alleviated. The accompanying condensed financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Market
risk
Market
risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity
and equity prices. These market factors are not expected to pose significant risks to the Company.
Concentration
risk
For
purposes of assessing the concentration of credit risk and significant customers, a group of customers under common control or customers
that are affiliates of each other are regarded as a single customer. Additionally, there were no customers that represented 10 % or more
of the Company’s revenue for the three months ended December 31, 2025 and 2024.
NOTE
13 — COMMITMENTS AND CONTINGENCIES
From
time to time, the Company may be involved in litigation relating to claims arising out of its operations in the normal course of business.
There are no pending lawsuits that could reasonably be expected to have a material effect on the results of its operations and there
are no proceedings in which any of the Company’s directors, officers, or affiliates, or any registered or beneficial stockholder,
is an adverse party or has a material interest adverse to the Company’s interest.
As
of December 31, 2025, the Company did not have any lease agreements or material lease commitments. Accordingly, no right-of-use assets
or lease liabilities have been recognized in the accompanying condensed consolidated financial statements.
NOTE
14 — SUBSEQUENT EVENTS :
In
accordance with ASC 855-10, “Subsequent Events”, the Company has analyzed its operations subsequent to December 31, 2025,
through the date when consolidated financial statements were issued, and has determined that, except as described below, it does not
have any material subsequent events to disclose in these financial statements.
On
January 15, 2026, the Company’s subsidiary Aether Grid acquired all of the assets (including intellectual property rights) related to the operation of
an AI-powered stock market research tool with real time filing analysis, known as Public View, in an all-cash transaction for
nominal consideration.
On February 13, 2026, Mr. David Chi Ching Ho resigned from
his position as Chief Strategy Officer of the Company with immediate effect.
On February 15, 2026, Ms. Jaclyn Wu resigned from her position
as Director of the Sundial with immediate effect.
F- 20
Item
2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed
consolidated financial statements and the related notes appearing elsewhere in this Report. In addition to unaudited condensed consolidated
financial statements, the following discussions and other parts of this Report contain forward-looking statements that reflect our plans,
objectives, expectations, intentions, and beliefs, which involve risks, uncertainties and assumptions. Our actual results could differ
materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include,
but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note on Forward-Looking Statements”
and “Risk Factors” included elsewhere in this Report.
Overview
of Our Company
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.
1
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.
Recent
Developments
Dispute with Former Director
As
previously reported in our Annual Report, 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 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. ” contained in our Annual Report for a discussion of the risks
associated with the dispute.
Coinstack
Acquisition
On
December 22, 2025, pursuant to the Asset Purchase Offer Agreement dated December 10,
2025, by and between AEM, Hive Global, Inc., Ryan Allis, and Mike Gavela (the “Purchase Agreement”), we completed the acquisition
of substantially all assets associated with the Hive Global, Inc.’s Coinstack newsletter business (“Coinstack”), including
a subscriber list and related data, domain names and websites, all intellectual property possessed by Coinstack, sponsor and advertiser
pipeline assets, social media and online community accounts, and books and records for a cash purchase price of $350,000. In connection
with the transaction and as a condition to close the acquisition, we additionally issued an aggregate of $150,000 worth of our common
stock to the founders of Coinstack, Ryan Allis and Mike Gavela, for certain transition services to be rendered. We believe that the acquisition
of Coinstack will contribute positively to AEM’s growth strategy by increasing audience scale, enhancing engagement metrics, and
providing additional opportunities for commercial partnerships across our media network. See the sections below entitled “ Item
2. Unregistered Sales of Equity Securities and Use of Proceeds – Sales of Unregistered Securities ” and “ Item
5 – Other Information – Coinstack Acquisition ” for more information regarding the acquisition and share issuance.
2
Acquisition
of PublicView.ai
On
January 15, 2026, we closed the acquisition of PublicView.ai (“Public View”), an AI-driven market intelligence platform designed
to simplify and accelerate equity research. Public View serves a diverse user base of retail and professional investors, financial analysts
and researchers, fintech platforms, and data-driven investment teams. Its core capabilities include AI-powered parsing and summarization
of SEC filings, insight extraction from earnings releases, natural-language research workflows that reduce manual document review,
and tools to ease access to public market data. While relatively small, by integrating Public View into the toolset of Aether Grid, we
intend to deliver a more complete research experience that connects technical signals and sentiment indicators with fundamental equity
research. Aether Grid acquired the source code, repositories, databases, intellectual property, and other assets for a cash purchase price of $9,000.
Resignation
of Chief Strategy Officer
On February 13, 2026, Mr. David Chi Ching Ho resigned from his position
as Chief Strategy Officer of the Company with immediate effect.
Bitcoin
Treasury Strategy
On
July 18, 2025, our board of directors approved the adoption of a new treasury strategy for the Company, which primarily consists of holding
the majority our liquid assets in bitcoin. We do not currently hold any bitcoin and we intend to fund our initial acquisition of bitcoin
with the proceeds of a public or private offering of our securities; however, there can be no assurances that we will complete such an
offering on favorable terms, on unfavorable terms, or at all. If we do not complete an offering of our securities, we intend to pursue
other capital raising opportunities to finance our initial acquisition of bitcoin. See the sections of or Annual Report entitled “ Business
– Bitcoin Treasury Strategy ” and “ Risk Factors – Risks Related to our Bitcoin Treasury Strategy and Holdings ”
for a more detailed discussion of our bitcoin treasury strategy.
Financial
Highlights
The
following table presents the revenue, cost of sales, gross margin and the net cash provided by or used in operating activities for the
three months ended December 31, 2025 and 2024.
For the three
months ended
December
31,
2025
2024
%
Change
Revenue
$ 338,804
$ 354,643
(4.47 )%
Cost of sales
$ 66,420
$ 107,558
(38.25 )%
Gross profit margin
80.40 %
69.67 %
10.73 %
Net cash used in operating activities
$ (1,008,063 )
$ (258,016 )
290.70 %
Factors
and Trends Affecting Our Business and Results of Operations
We
believe the most significant factors that affect our business and results of operations including the following:
Increasing
Usage by Our Existing Customers
Our
existing Userbase presents a significant opportunity for further sales expansion through increased usage of our platform and adoption
of additional product offerings. We are highly focused on gaining a better understanding of the needs and growth plans of our existing
Users. This deeper relationship with our Users will help us identify opportunities to educate our customer base on ways to utilize the
platform more effectively for their individual use cases, as well as provide a feedback loop to inform our product roadmap. We are focusing
our sales and support teams to prevent user churn by ensuring that our products and services can provide a high level of value. Our goal
is to continue to increase our revenue from existing users through the introduction of new products and features tailored to our customer
base in addition to expanded user outreach focused on larger Users and specific use cases.
3
Growing
Our Base of Higher Spend Customers
We
believe there is a substantial opportunity to further expand our Userbase to attract more businesses that can scale on our platform.
We are investing in strategies that we believe will attract enterprise users, including new marketing and partnership initiatives that
further optimize our self-service revenue funnel and help users expand their usage.
Investing
in Our Platform and Product Offerings
We
have a history of and will continue to invest significantly, in, delivering innovative products, features and functionality targeted
at our core Userbase. The market opportunity for our core services of providing proprietary research analytics, data, and tools for equity
traders through a flagship platform continues to expand and we are making targeted investments to expand this revenue. Beyond the SentimenTrader
platform, we continue to see large growth opportunities in U.S. markets and, accordingly, we have expanded our portfolio of products
and offerings over the last few years. In addition, we may pursue both strategic partnerships and acquisitions that we believe will be
complementary to our business, accelerate User acquisition, increase usage of our platform and/or expand our product offerings in our
core markets. Our results of operations may fluctuate as we make these investments to drive usage and take advantage of our market opportunity.
Increasing
Importance of AI
Our
future success depends in large part on the continuing adoption of AI, proliferation of retail investors and the increasing importance
of research, all of which we believe can drive the adoption of our equity research platform. We believe our market opportunity is large
and that these factors will continue to drive our growth.
Research
and Development
During
the quarter, the Company’s research and development activities were primarily focused on building and testing the core components
of the XYZ Terminal platform. Key efforts included:
●
Platform
Architecture and Data Integration: Development of the system framework and integration of real-time market data feeds, automated
aggregation of regulatory and corporate disclosures, and the implementation of third-party financial data services.
●
AI
and Quantitative Modeling: Design and prototyping of large language model (LLM)–based tools for conversational financial queries,
as well as predictive analytics modules to assist users in identifying market opportunities.
●
User
Interface Development: Enhancement of the web-based dashboard for speed, navigation, and customization, with parallel design work
for mobile platforms.
●
Administrative
and Monetization Systems: Integration of subscription billing capabilities, role-based access controls, and administrative analytics
dashboards.
Research
and development expenditures for the period primarily consisted of fees charged by third-party service providers. Management expects
research and development work on XYZ Terminal to continue in subsequent periods, with commercialization targeted following the completion
of the initial feature set.
Macroeconomic
Conditions
Unfavorable
conditions in the economy both in the United States and abroad, including conditions resulting from changes in gross domestic product
growth, supply chain disruptions, inflationary pressures, interest rates, financial and credit market fluctuations, volatility in the
capital markets, liquidity concerns at, and failures of, banks and other financial institutions, international trade relations, political
turmoil, political instability, natural catastrophes, outbreaks of contagious diseases, warfare and terrorist attacks on the United States,
Europe or elsewhere, including military actions affecting Russia, Ukraine, the Middle East or elsewhere, could cause a decrease in business
investments in information technology and negatively affect the growth of our business and our results of operations. While our business
model provides some resilience against these factors, we will continue to monitor the impacts of these or similar circumstances on our
business and will take appropriate measures to minimize potential risk exposure.
4
Key
Business Metrics
We
review the following key business metrics to measure our performance, identify trends, formulate financial projections, and make strategic
decisions. We are not aware of any uniform standards for calculating these key metrics, which may hinder comparability with other companies
who may calculate similarly titled metrics in a different way.
SentimenTrader
For
the three months ended December 31,
2025
2024
%
change
Gross New Free
Subscribers
368
268
37.31
Average conversion rate from free to Paid Subscribers
32.07 %
25.61 %
25.24
Paid Subscribers
2,185
2,383
(8.31 )
Average Revenue Per User (“ARPU”)
$ 154
$ 149
3.36
Alpha
Edge Media (AEM)
Publication
Free
Subscribers as of December 31, 2025
Coinstack
349,459
WhaleTales
45,264
Altcoin Investing
7,218
Alpha Edge Media
6,216
StockCastr
4,797
IPO Stream
1,851
The Russell Report
952
Aether Holdings
898
Alpha Edge Summit
622
Total
417,277
As
of December 31, 2025, Alpha Edge Media had a negligible number of paid subscribers and did not have any subscribers during the three
months ended December 31, 2024. Subscriber activity commenced beginning August 14, 2025.
Free
Subscribers
“Free
subscribers” are defined as Users who subscribe to our free investment publications using a valid email address and remain directly
opted in, excluding paid subscribers who also receive free subscription. These free subscriptions often feature daily publications with
commentary on the stock market, investment ideas, and other specialized topics. Our free publications include advertisements and editorial
support for our current marketing campaigns. Through these publications, free subscribers become acquainted with our editors and analysts,
explore our products and services, and discover how we could help them become better investors.
5
The
number of new free subscribers for SentimenTrader increased by 100, or 37.31 %, from 268 for the three months ended December 31, 2024,
to 368 for the three months ended December 31, 2025. The increase in number of free subscribers to our SentimenTrader platform could
be attributed to the increased brand awareness driven by the recent advertising and marketing campaigns.
The
number of free subscribers for Alpha Edge Media as of December 31, 2025, was 417,277. Alpha Edge Media did not have operations as of
December 31, 2024.
We
acknowledge that free subscribers play a critical role in our business ecosystem, serving as the foundation of the customer acquisition
funnel. They represent a low-barrier entry point for potential Users, allowing them to explore and engage with the platform without financial
commitment. This group often acts as a pipeline for converting Users into paid subscribers, which directly drives revenue growth
Paid
Subscribers
“Paid
subscribers” are defined as the number of monthly average users with paid subscriptions during the period or year. We view the
number of paid subscribers at the end of a given period as a key indicator of the attractiveness of our products and services, as well
as the efficacy of our marketing in converting free subscribers to paid subscribers and generating direct-to-paid paid subscribers. We
grow our paid subscriber base through performance marketing directly to prospective and existing users across a variety of media, channels,
and platforms. Management anticipates the conversion rate will increase when the business becomes more mature in the future.
Paid
subscribers for SentimenTrader decreased by 198, or 8.31%, from 2,383 for the three months ended December 31, 2024 to 2,185 for the three
months ended December 31, 2025.
Paid
subscribers for AEM were negligible as of December 31, 2025. AEM did not have operations as of December 31, 2024.
The
average conversion rate from free subscribers to paid subscribers on our SentimenTrader platform was approximately 32.07% and 25.61%
for the three months ended December 31, 2025 and 2024, respectively. The higher conversion rates for the three months ended December
31, 2025, was attributable to a promotional campaign.
The
average conversion rate from free subscribers to paid subscribers of AEM was negligible for the three months ended December 31, 2025.
AEM did not have operations as of December 31, 2024.
We
are actively incorporating new features and improvements into SentimenTrader to enhance user experience and increase conversion rates.
This includes introducing advanced analytical tools, expanding data sources, and refining our platform’s design to improve accessibility
and ease of use. Additionally, we are exploring targeted marketing strategies to attract new paid subscribers while retaining existing
ones. We intend to focus on growing our free subscriber count with AEM to drive traffic to our subscription-based platforms. Through
these efforts, we are confident in our ability to enhance user engagement and improve both subscriber growth and conversion rates in
the coming periods.
Average
Revenue Per User (“ARPU”)
The
ARPU is calculated based on the revenue divided by the number of monthly average paid subscribers over that three-month period. We believe
ARPU is a key indicator of how successful we are in attracting users to higher-value content. We believe that our high ARPU is indicative
of the trust we build with our users and of the value they see in our products and services.
ARPU
for SentimenTrader increased by $5, or 3.36%, to $154 for the three months ended December 31, 2025, as compared to $149 for the three
months ended December 31, 2024.
6
Revenue
Revenue
is generated from providing online subscription services. Revenue is generally recognized ratably over the contract term, starting from
the commencement date of each contract, which is the date our cloud-based software is made available to customers and collection is reasonably
assured.
Total
revenue decreased marginally by $15,839, or 4.47%, from $354,643 for the three months ended December 31, 2024 to $338,804 for the three
months ended December 31, 2025.
Results
of Operations
For
the three Months ended December 31, 2025 and 2024
The
following table summarizes the results of unaudited condensed consolidated statements of operations and comprehensive loss for the three
months ended December 31, 2025 and 2024 in U.S. dollars and provides information regarding the dollar and percentage increase or (decrease)
during such periods. The operating results in any historical period are not necessarily indicative of the results that may be expected
for any future period.
For
the three months ended December 31,
2025
2024
Amount
Percentage
As
% of
As
% of
Increase
Increase
Amount
Sales
Amount
Sales
(Decrease)
(Decrease)
Sales
$ 338,804
100.00 %
$ 354,643
100.00 %
$ (15,839 )
(4.47 )%
Cost of sales
66,420
19.60 %
107,558
30.33 %
(41,138 )
(38.25 )%
Gross profit
272,384
80.40 %
247,085
69.67 %
25,299
10.24 %
Operating expenses
Sales and marketing expenses
196,572
58.02 %
22,045
6.22 %
174,527
791.69 %
General and administrative
expenses
1,347,444
397.71 %
510,029
143.81 %
837,415
164.19 %
Research
and development expenses
57,947
17.10 %
-
- %
57,947
--
Total operating expenses
1,601,963
472.83 %
532,074
150.03 %
1,069,889
201.08 %
Other Income
Other Income, net
7,037
2.08 %
-
- %
$ 7,038
--
Interest Income
25,305
7.47 %
-
- %
$ 25,305
-
Total Other Income
32,342
9.55 %
-
- %
32,343
-
Loss
before income taxes
(1,297,237 )
(382.89 )%
(284,989 )
(80.36 )%
$ (1,012,248 )
355.19 %
Provision for income taxes
-
- %
-
- %
$ -
Net
loss and comprehensive loss
$ (1,297,237 )
(382.89 )%
(284,989 )
(80.36 )%
(1,012,248 )
355.19 %
7
Revenue
Our
revenue decreased by $15,839, or 4.47%, from $354,643 for the three months ended December 31, 2024, to $338,804 for the three months
ended December 31, 2025 due to a decrease in the number of paid subscribers.
We
are actively incorporating new features and improvements into SentimenTrader to enhance User experience and increase conversion rates.
This includes introducing advanced analytical tools, expanding data sources, and refining our platform’s design to improve accessibility
and ease of use. Additionally, we are exploring targeted marketing strategies to attract new paid subscribers while retaining existing
ones. Through these efforts, we believe we will be able to enhance user engagement and improve both subscriber growth and conversion
rates in the coming periods.
Gross
profit and Costs of Sales
Cost
of sales mainly includes the hosting costs for the Sentiment Trader platform, Bloomberg access for the analysts to research tools, and
the analyst salaries. Cost of sales decreased by $41,138, or 38.25%, from $107,558 for the three months ended December 31, 2024, to $66,420
for the three months ended December 31, 2025 due to decrease in analyst salaries.
Gross
profit increased by $25,299, or 10.24%, from $247,085 for the three months ended December 31, 2024, to $272,384 for the three months
ended December 31, 2025. The increase in gross profit was mainly due to the decrease in cost of sales, as discussed above.
Gross
profit margin increased from 80.40% for the three months ended December 31, 2024 to 69.67% for the three months ended December 31,
2025. The increase in gross profit margin was primarily attributable to the combined impact of the decrease in subscription revenue
and decrease in cost of sales.
Our
cost and gross profit are as follows:
For the three
months ended
For the three
months ended
December
31, 2025
December
31, 2024
Category
Cost
of sales
Gross
profit
Gross
profit %
Cost
of sales
Gross
profit
Gross
profit %
Variance
in Cost of sales
Variance
in gross
Profit
Variance
in gross
profit
%
Subscription service
$ 66,420
$ 272,384
80.40
$ 107,558
$ 247,085
69.67
$ (41,138 )
$ 25,299
10.73 %
Total
$ 66,420
$ 272,384
80.40
$ 107,558
$ 247,085
69.67
$ (41,138 )
$ 25,299
10.73 %
Selling
and marketing expenses
Our
selling and marketing costs primarily consist of expenses related to advertising and marketing consultants. These costs increased by
$174,527 or 791.69%, from $22,045 for the three months ended December 31, 2024, to $196,572 for the three months ended December 31,
2025, representing 58.02% and 6.22% of our revenue for the three months ended December 31, 2025 and 2024 respectively. The increase
was mainly driven by higher advertising and marketing expenses incurred in the current period compared to three months ended
December 31, 2024.
8
General
and administrative expenses
Our
general and administrative expenses primarily include salaries and benefits, legal and professional fees, insurance expense, office expenses,
travel and entertainment expenses. Our general and administrative expenses represented 397.71% and 143.81% of our revenue for the three
months ended December 31, 2025 and 2024, respectively. General and administrative expenses increased by $837,415, or 164.19%, from $510,029
for the three months ended December 31, 2024, to $1,347,444 for the three months ended December 31, 2025. The increase was mainly due
to the increase in legal fees, consulting fees and insurance expense and membership and subscription charges.
Research
and development expenses
Our
research and development expenses primarily consist of costs incurred in the development of artificial intelligence and machine learning
tools for our platform. These expenses increased by $57,947, or 100%, from $0 for the three months ended December 31, 2024 to $57,947
for the three months ended December 31, 2025. Research and development expenses represented approximately 17.1% and 0% of our revenue
for the respective periods.
The
increase in research and development expenses was driven by continued investment in enhancing our AI-driven capabilities and platform
functionality. We expect research and development expenses to increase in future periods as we remain committed to expanding our AI-related
features to deliver enhanced functionality and value to our users.
Loss
before income tax
We
had a loss before income taxes of $1,297,237 and $284,989 for the three months ended December 31, 2025 and 2024, respectively. The loss
was primarily attributable to the increase in selling expense and general and administrative expenses
Provision
for income taxes
We
had no provision for income taxes for the three months ended December 31, 2025 as we had no assessable profits for the period.
Net
loss or comprehensive loss
We
had a net comprehensive loss of $1,297,237 and $284,989 for the three months ended December 31, 2025 and 2024, respectively. The loss
was primarily attributable to the increase in selling expenses and general and administrative expenses. The discussion regarding the
increase in selling expenses and general and administrative expenses are discussed in the sections above.
9
Cash
Flows
For
the three months ended December 31, 2025 and 2024
The
following table sets forth summary of our cash flows for the periods indicated:
For
the three months ended December 31,
2025
2024
Net cash used in operating activities
$ (1,008,063 )
$ (258,016 )
Net cash used in investing activities
(1,611,427 )
-
Net cash provided by financing activities
-
93,904
Net increase in cash
(2,619,490 )
(164,112 )
Cash, beginning of the period
4,418,169
557,823
Cash, end of the period
$ 1,798,679
$ 393,711
Operating
Activities
Net
cash used in operating activities was $1,008,063 for the three months ended December 31, 2025, as compared to net cash used in operating
activities of $258,016 for the three months ended December 31, 2024. The increase in net cash used in operating activities was mainly
attributable to the following factors:
●
Net
loss of $1,297,237 for the three months ended December 31, 2025, compared to a net loss of $284,989 for the three months ended December
31, 2024;
●
Services
in exchange for shares incurred $14,778 for the three months ended December 31, 2025, compared to $0 for the three months ended December
31, 2024;
●
Prepaid
expenses increased by $148,638 for the three months ended December 31, 2025, compared to an increase of $4,631 for the three months
ended December 31, 2024;
●
Accounts
payable and accrued liabilities increased by $148,373 for the three months ended December 31, 2025, compared to an increase of $33,838
for the three months ended December 31, 2024;
●
The
amounts due to related parties decreased by $32,023 for the three months ended December 31, 2025, compared $0 for the three months
ended December 31, 2024; and
●
Contract
Liabilities increased by $1,664 for the three months ended December 31, 2025, compared to the decrease of $12,019 for the three months
ended December 31, 2024.
Investing
Activities
Net
cash used in investing activities was $1,611,427 for the three months ended December 31, 2025 and $0 for the three months ended December
31, 2024.
The
increase in net cash used in investing activities for the three months December 31, 2025 was primarily due to purchase of property and
equipment of $1,168,598, payment for intangible assets for $385,050 and advance for development cost for XYZ Terminal & Sentimentracker
of $57,779 for the three-month ended December 31, 2025, compared to no such amount for the three months ended December 31, 2024.
Financing
Activities
Net
cash provided by financing activities was $0 for the three months ended December 31, 2025 as compared to $93,904 for the three months
ended December 31, 2024.
10
Liquidity
and Capital Resources
Overview
Our
primary capital management strategy is to preserve sufficient capital to continue providing benefits to our stakeholders and adequate
investment returns to our shareholders by selling our products at prices commensurate with our operating risks.
We
determine the total amount of capital required to be consistent with risk levels. This capital structure is adjusted on a timely basis
depending on changes in the economic environment and risks of the underlying assets. We are not subject to any externally imposed capital
requirements.
Working
Capital
As
of December 31, 2025, our current assets were $2,150,336 which includes cash of $1,798,679 and prepaid expenses of $351,657. Our current
liabilities were $637,092 which includes trade payables and accrued liabilities of $271,630, amounts due to related parties of $5,170,
and contract liabilities of $360,292. The resulting positive working capital was $1,513,244. No dividends were declared and paid to the
shareholders for the three-month period ended December 31, 2025.
As
of September 30, 2025, our current assets totaled $4,783,242, which included cash of $4,418,169 and prepaid expenses of $ 365,073. Our
current liabilities amounted to $519,078, which consisted of trade payables and accrued liabilities of $123,257, amounts due to related
parties of $37,193, and contract liabilities of $358,628. This resulted in positive working capital of $4,264,164. No dividends were
declared or paid to shareholders for the year ended September 30, 2025.
Our
available cash resources currently consist of the net proceeds from our April 2025 IPO and cash generated from our business. The Company
completed its initial public offering on April 11, 2025 and the closing of the underwriters’ over-allotment option on April 16,
2025, which collectively generated aggregate gross proceeds of approximately $8,901,000 (before underwriting discounts and offering expenses),
the Company continues to incur operating losses and expects to require additional capital to fund operations and execute its business
plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after
the date these condensed financial statements are issued.
Management
intends to fund operating costs over the next twelve months primarily through the use of remaining IPO proceeds and, if necessary, through
additional financing from public or private offerings of equity or debt securities. However, there can be no assurance that such financing
will be available on acceptable terms, or at all. Accordingly, management has concluded that substantial doubt about the Company’s
ability to continue as a going concern has not been alleviated. The accompanying condensed financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Capital
Expenditures
During
the three months ended December 31, 2025 we paid $ 1,168,598 towards purchase of property and $ 385,050 towards acquisition of intangible
assets.
Contractual
Obligations
As
of December 31, 2025, and as of September 30, 2025, we don’t have any contractual obligations.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources for
the three months ended December 31, 2025 and 2024.
Critical
Accounting Policies and Estimates
The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”)
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and
liabilities, each as of the date of the financial statements, and revenues and expenses during the periods presented. On an ongoing basis,
management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements
in the period in which they are determined to be necessary. Management bases their estimates on historical experience and on various
other factors that they believe are reasonable under the circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from other sources. Actual outcomes could differ materially
from those estimates in a manner that could have a material effect on our consolidated financial statements.
11
While
our significant accounting policies are more fully described in Note 2 – Summary of Significant Accounting Policies to our consolidated
financial statements, we believe that there were no critical accounting policies and estimates that affect the preparation of financial
statements.
Item
3: Quantitative and Qualitative Disclosure About Market Risk
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required
by this Item.
Item
4: Controls and Procedures
Disclosure
Controls and Procedures
Disclosure
controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing
similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under
the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded
that during the period covered by this Report, our disclosure controls and procedures were effective at a reasonable assurance level
and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
Changes
in Internal Control over Financial Reporting
There
was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Report that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting .
12
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings.
From
time to time, we may be subject to legal proceedings, investigations and claims incidental to the conduct of our business.
We
are currently not involved in any legal proceedings which, in the opinion of our management, are likely to have a material adverse effect
on our business, financial condition or results of operations.
Item
1A. Risk Factors
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required
by this Item. However, we are voluntarily providing risk factor updates as described
in this Item 1A. For our current risk factors relating to our operations, other than as set forth below, see the section entitled “Risk
Factors” contained in our Annual Report.
There
is substantial doubt about our ability to continue as a going concern, and this may adversely affect our stock price and ability to raise
capital.
In connection with the preparation of our condensed consolidated financial
statements for the three months ended December 31, 2025, management evaluated whether there were conditions and events, considered in
the aggregate, that raise substantial doubt about our ability to meet our obligations as they become due over the next twelve months from
the date of the issuance of the financial statements. Since inception we have incurred recurring losses and negative cash flows from operations,
resulting in an accumulated deficit of $6,495,444 as of December 31, 2025. For the three months ended December 31, 2025, we incurred a
net loss of $1,297,237 and used cash in operating activities of $1,008,063. We intend to fund operating costs over the next twelve months
primarily through the use of remaining IPO proceeds and, if necessary, through additional financings from public or private offerings
of equity or debt securities. However, there can be no assurance that such financing will be available on acceptable terms, or at all.
The substantial doubt about our ability to continue as a going concern may adversely affect the price of our common stock, may negatively
impact relationships with third parties with whom we do business, and may negatively impact our ability to raise capital and implement
our business plan.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
a)
Sales of Unregistered Securities
On
December 22, 2025, we issued 16,750 shares of our common stock to Ryan Allis and 8,375 shares
of our common stock to Mike Gavella in a private placement at a price of $5.97 per share, as part of the consideration for the Coinstack
acquisition discussed in Item 5. Other Information – Coinstack Acquisition below. The shares of common stock were issued
to Mr. Allis and Mr. Gavella in reliance upon one or more exemptions from the registration requirements of the Securities Act found, including
Section 4(a)(2) thereof.
b)
Use of Proceeds
On
April 9, 2025, our Registration Statement on Form S-1 (File No. 333-284081) (the “IPO Registration Statement”) was declared
effective by the SEC for our initial public offering (“IPO”). On April 11, 2025, we consummated our IPO of 1,800,000 shares
of our common stock, par value $0.001 per share, at a price to the public of $4.30 per share, generating gross proceeds of $7,740,000.
In connection with the IPO, we granted The Benchmark Company, LLC and Axiom Capital Management, Inc., the representatives of the underwriters,
an option, exercisable for 30 days, to purchase up to an additional 270,000 shares of common stock at the public offering price of $4.30
(the “IPO Over-Allotment Option”).
On
April 16, 2025, we closed on the fully exercised IPO Over-Allotment Option resulting in additional gross proceeds to us of $1,161,000,
before deducting underwriting discounts, commissions and offering expenses. After giving effect to the full exercise of the IPO Over-Allotment
Option, a total of 2,070,000 shares of our common stock have been issued and sold in the IPO, and the gross proceeds from the IPO, including
the full exercise of the IPO Over-Allotment Option, before deducting underwriting discounts, commissions and offering expenses, was $8,901,000.
The net proceeds to us from the IPO and IPO Over-Allotment Option were $7,725,350, after deducting underwriting commission of $623,070,
non-accountable expenses of $89,010, underwriting fees of $182,500, refund of $25,000 retainer and legal fees of $256,070. No payments
for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any person owning
10% or more of any class of our equity securities or (iii) any of our affiliates.
There
has been no material change in the planned use of proceeds from the IPO as described in the IPO Registration Statement, other than that
the Company completed the acquisition of retail level office space located at 110 Charlton Street, Unit RET B, New York, NY 10014 (the
“Property”) on December 19, 2025 (the “Closing”) to serve as the Company’s new corporate headquarters.
The purchase price for the Property was $1,080,000.00 and the total consideration paid to the seller of the Property, which included
repayment for certain condominium associated fees and real estate taxes, was $1,084,830. Additionally, the transaction costs associated with the
Closing totaled $191,768. The Company funded the purchase using cash on hand, and a previously paid deposit in connection with the transaction
amounting to $108,000 was applied to the satisfaction of the purchase price. There are no material relationships between the Company (or
its affiliates) and the Seller.
Item
3. Defaults upon Senior Securities
None.
Item
4. Mine and Safety Disclosure
Not
applicable
13
Item
5. Other Information
Coinstack
Acquisition
On
December 22, 2025, our subsidiary AEM completed the acquisition of substantially all of the assets used in connection with Hive
Global, Inc.’s Coinstack newsletter business (the “Coinstack Acquisition”) pursuant to the Purchase Agreement and
a Bill of Sale and Assignment of Assets dated December 22, 2025 (the “Bill of Sale”). Under the Purchase Agreement, the
acquired assets include an institutional crypto newsletter and media platform which reaches more than 340,000 subscribers across
hedge funds, venture capital firms, family offices, and digital-asset market participants. The platform delivers curated insights
covering Bitcoin, Ethereum, digital assets, DeFi, and broader blockchain market trends.
The
total consideration paid for the Coinstack Acquisition was $500,000, consisting of $350,000 in cash and $150,000 of our common stock,
subject to a 6-month lock up, with the number of shares issued equal to $150,000 divided by the closing price per share
of the Company’s common stock on December 19, 2025, or $5.97 per share, for a total issuance of 25,125 shares of our common stock.
We funded the cash portion of the purchase price with cash on hand.
The
assets acquired included the Coinstack brand and related intellectual property (including trademarks and trade names), Coinstack’s
content library and associated copyrights, domain names, websites and social media accounts, and the newsletter’s subscriber lists.
In addition, Ryan Allis and Mike Gavela of Hive Global, Inc. have agreed to provide certain post-closing services to us. Mr. Allis has
agreed to provide a column in addition to the regular newsletter for a period of 12 months, with an option for us to extend these services
for no additional fee. Mr. Gavela will provide post-closing transition services, including sponsor introductions, renewal of outreach support,
transferring sponsor materials and processes, and training a new team on advertising operations and weekly production workflow.
Under
the Coinstack Agreement, Hive Global, Inc., Mr. Allis and Mr. Gavela are prohibited from soliciting subscribers for a period of 24 months
and must keep all nonpublic information about the assets confidential. We did not assume any liabilities except obligations under certain
sponsorship/advertising placements that were scheduled to run after closing and which were expressly identified and mutually agreed upon,
and obligations arising after closing solely from our operation of the purchased assets. In addition, the Coinstack Agreement contains
other customary representations, warranties and covenants of the parties.
The
foregoing discussion of the Purchase Agreement and Bill of Sale is qualified in its entirety by the full text of the agreements, copies
of which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Quarterly Report on Form 10-Q.
Trading
Plans and Arrangements
No
director or Section 16 officer adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of
Rule 10b5-1(c) or a “non-Rule 10b5-1” trading arrangement during the periods reported in this Form 10-Q.
Item
6. Exhibits
The
following is a complete list of exhibits filed or furnished, as applicable, as part of this Form 10-Q. Exhibit numbers correspond to
the numbers in the Exhibit Table of Item 601 of Regulation S-K.
Exhibit
Description
3.1
Amended
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Amendment No. 1 to its Registration
Statement on Form S-1 (File No. 333-248081) filed with the SEC on February 27, 2025).
3.2
Amended
and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Amendment No. 1 to its Registration Statement
on Form S-1 (File No. 333-2848081) filed with the SEC on February 27, 2025).
10.1
Purchase
and Sale Agreement, dated as of July 21, 2025, by and between Aether Holdings, Inc. and 537 Greenwich Owner, LLC (incorporated by
reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on December 22, 2025).
10.2*
Asset Purchase Offer Agreement dated December 10, 2025, by and between Alpha Edge Media, Inc., Hive Global, Inc., Ryan Allis and Mike Gavela.
10.3*
Bill of Sale and Assignment of Assets dated December 19, 2025, by and between Hive Global, Inc. and Alpha Edge Media, Inc.
31.1*
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed
herewith.
**
Furnished
herewith.
14
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date:
February 17, 2026
AETHER
HOLDINGS, INC.
By:
/s/
Nicolas Lin
Nicolas
Lin
Chief
Executive Officer
(Principal
Executive Officer)
By:
/s/
Suresh Iyer
Suresh
Iyer
Chief
Financial Officer
(Principal
Financing and Accounting Officer)
15
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.