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 March 31, 2026
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)
Not
Applicable
(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 May 14th, 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 March 31, 2026 (unaudited) and September 30, 2025
F-1
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months and six months ended March 31, 2026 and 2025
F-2
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months and six months ended March 31, 2026 and 2025
F- 3
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2026 and 2025
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
13
Item
4.
Controls and Procedures
13
PART II - OTHER INFORMATION
Item
1.
Legal Proceedings
14
Item
1A.
Risk Factors
14
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
14
Item
3.
Defaults upon Senior Securities
14
Item
4.
Mine and Safety Disclosure
14
Item
5.
Other Information
14
Item
6.
Exhibits
15
- 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, create advanced investor
tools for our users and generate revenues as a result of these efforts;
●
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;
●
difficulties
with certain data providers, technology providers, and third-party services we rely on or will rely on;
- ii -
●
failure
to establish and maintain our corporate culture as we grow and encounter challenges regarding consumer recognition of our brand;
●
our
inability 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, which we have yet to implement;
●
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 persons 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 (https://www.sec.gov/search-filings) that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC, including us.
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
March 31, 2026
September 30, 2025
(Unaudited)
ASSETS
Current Assets
Cash
$ 807,957
$ 4,418,169
Prepaid expenses
262,313
365,073
Accounts receivable and other receivables
12,931
-
Total current assets
1,083,201
4,783,242
Intangible assets, net
535,763
40,850
Internally developed software WIP
97,205
100,000
Property acquisition deposit
-
108,000
Property and equipment, net
1,265,471
4,069
Total Assets
$ 2,981,640
$ 5,036,161
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payables
$ 176,048
$ 67,430
Accrued liabilities
74,602
55,827
Due to related parties
5,172
37,193
Contract liabilities
384,936
358,628
Total current liabilities
640,758
519,078
Total Liabilities
640,758
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
at March 31, 2026 and September 30, 2025, respectively *
12,144
12,101
Additional paid-in capital
9,853,146
9,703,189
Accumulated deficit
( 7,524,408 )
( 5,198,207 )
Total shareholders’ equity
2,340,882
4,517,083
Total liabilities and shareholders’ equity
$ 2,981,640
$ 5,036,161
* Shares and per
share data are presented on a retroactive basis to reflect a 1.2-for-1 reverse stock split of the common stock which occurred on January 15, 2025. See 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 AND SIX MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
March
31, 2026
March
31, 2025
March
31, 2026
March
31, 2025
For the three months ended
For the six months ended
March 31, 2026
March 31, 2025
March 31, 2026
March 31, 2025
Revenue
$ 336,041
$ 341,906
$ 674,845
$ 696,549
Cost of Sales (excluding depreciation and amortization)
64,784
109,616
131,204
217,174
Gross Profit
271,257
232,290
543,641
479,375
Operating Expenses
Sales and marketing expenses
188,986
56,622
385,558
78,667
General and administrative expenses
1,056,512
565,849
2,403,956
1,113,088
Research and development expenses
73,172
-
131,119
-
Total operating expenses
1,318,670
622,471
2,920,633
1,191,755
Other Income
Interest income
6,449
-
31,754
-
Other income, net
12,000
-
19,037
-
Total Other Income
18,449
-
50,791
-
Loss before provision for income taxes
( 1,028,964 )
( 390,181 )
( 2,326,201 )
( 712,380 )
Income tax benefit (expense), net
-
-
-
-
Net loss
( 1,028,964 )
( 390,181 )
( 2,326,201 )
( 712,380 )
Comprehensive loss
$ ( 1,028,964 )
$ ( 390,181 )
$ ( 2,326,201 )
$ ( 712,380 )
Net loss per share – Basic and Diluted*
$ ( 0.08 )
$ ( 0.04 )
$ ( 0.19 )
$ ( 0.07 )
Weighted average number of shares outstanding – Basic and Diluted *
12,144,730
10,031,273
12,131,202
10,031,273
* Shares and per
share data are presented on a retroactive basis to reflect a 1.2-for-1 reverse stock split of the common stock which occurred on January 15, 2025. See 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 and Six Months Ended March 31, 2026
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
Net loss for the period
-
-
-
( 1,028,964 )
( 1,028,964 )
Balance – March 31, 2026
12,144,730
12,144
9,853,146
( 7,524,408 )
2,340,882
For
the Three and Six Months Ended March 31, 2025
*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
Net loss for the period
-
-
-
( 322,199 )
( 322,199 )
Balance – December 31, 2024
10,031,273
$ 10,031
$ 2,162,945
$ ( 2,379,095 )
$ ( 206,119 )
Net loss for the period
-
-
-
( 390,181 )
( 390,181 )
Balance – March 31, 2025
10,031,273
$ 10,031
$ 2,162,945
$ ( 2,769,276 )
$ ( 596,300 )
* Shares and per
share data are presented on a retroactive basis to reflect a 1.2-for-1 reverse stock split of the common stock which occurred on January 15, 2025. See 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 SIX MONTHS ENDED
(UNAUDITED)
March
31, 2026
March
31, 2025
For the six months ended
March 31, 2026
March 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$ ( 2,326,201 )
$ ( 712,380 )
Adjustments:
Depreciation and amortization
37,450
1,047
Non cash service expense for stock issuances
78,297
-
Interest Expense
-
516
Changes in operating assets and liabilities:
Prepaid expenses
174,463
8,862
Payables and accrued liabilities
127,393
120,241
Tax payable
-
5,298
Amounts due to related parties
( 32,021 )
199,645
Contract liabilities
26,308
15,000
Accounts receivable and other
receivables
( 12,931 )
-
Net cash used in operating activities
( 1,927,242 )
( 361,771 )
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets
( 417,167 )
-
Internally developed software WIP
( 97,205 )
Purchase of property and equipment
( 1,168,598 )
-
Net cash used in investing activities
( 1,682,970 )
-
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from short-term loan
-
20,000
Deferred offering costs
-
( 22,789 )
Net cash used in financing activities
-
( 2,789 )
Net decrease in cash
( 3,610,212 )
( 364,560 )
Cash, beginning of the period
4,418,169
557,823
Cash, end of the period
$ 807,957
$ 193,263
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. (“SentimenTrader”).
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 formed 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 (537 Greenwich”), 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 was purchased and
is owned by 537 Greenwich.
On March 25, 2026, Aether Labs and
OorTech Inc. (“Oort”) formed Aether DataHub, LLC (“AetherHub”), a Delaware limited liability company, as
a joint venture to develop and commercialize the “AetherHub Platform,” a white-labeled deployment of Oort’s
proprietary DataHub technology, for use exclusively in the field of financial media and financial education data labeling and
annotation services. AetherHub had no transactions during the three months ended March 31, 2026, and AetherHub did
not have a material impact on the Company’s consolidated financial position or results of operations for the period then
ended.
In March 2026, the Company also entered into a Technology
License and Services Agreement with Oort, pursuant to which Oort granted the Company a worldwide, royalty-free, exclusive license, to
host, operate, and commercialize Oort’s DataHub technology as a white-labelled platform. Oort is also obligated to provide software
development, customization, maintenance, and support services necessary for the deployment and operation of the AetherHub platform. Intellectual
property developed specifically for the AetherHub Platform is assigned to AetherHub, while Oort retains ownership of its underlying platform
technology and general-purpose enhancements. No license fees or service fees are payable under the agreement, as Oort’s equity ownership
interest constitutes its sole consideration. No amounts were recognized in the accompanying condensed consolidated financial statements
related to this agreement for the three and six-month period ended March 31, 2026, as the Company had not commenced operations.
The Company has also entered into an intellectual
property option agreement (the “IP Option Agreement”) with Oort pursuant to which it may acquire certain underlying intellectual
property, as described in Note 13.
The
following table sets forth information concerning the Company and its wholly-owned subsidiaries and AetherHub as of March 31,
2026:
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
Aether Datahub LLC
March
25, 2026
Delaware
70 %
Data labeling and annotation services
F- 5
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 March 31, 2026, its unaudited condensed consolidated statements of operations and comprehensive loss, stockholders’ equity
for the three and six months ended March 31, 2026 and March 31, 2025 and unaudited condensed consolidated statements of cashflows for
six months ended March 31, 2026 and March 31, 2025. 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.
F- 6
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 and six months ended March 31, 2026 and 2025.
Segment
Information
The
Company follows Accounting Standards Codification (“ASC”) 280, “Segment Reporting” (adopted by the Financial Accounting Standards Board (“FASB”)), 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 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 and six months ended March 31, 2026 and 2025 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 Assets, Net
The
Company’s intangible assets consist of (i) the Company’s corporate tradenames, (ii) internally developed software and
(iii) intangible assets acquired in connection with the purchase transactions to date involving the following online financial
newsletters: Whale Tales, Altcoin Investing, 21Bitcoin.xyz, Coinstack and Publicview.ai (collectively, the
“Acquisitions”). The intangible assets acquired pursuant to the Acquisitions include domains, tradenames, subscriber
lists, newsletter archives, content libraries, a sponsorship and/or advertising pipeline and associated materials, vendor and
platform rights, writer relationships, billing system and set up, cloud infrastructure configurations, developed technology 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, other than the brand name associated with the acquisition of the Coinstack) 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, tradenames 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 (including the Coinstack brand name) 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. The Coinstack brand name is considered
finite-lived based on management deliberation, expected subscriber attrition and it falling within the low to lower quartile range observed in comparable transactions .
Amortization
method and estimated useful lives of finite-lived intangible assets
SCHEDULE OF INTANGIBLE ASSETS USEFUL LIFE
Category
Amortization
Method
Estimated
useful life
Brand
name/Domain names /Tradenames/social media (except for Coinstack)
Not
Amortized
Indefinite
Brand
name (Coinstack)
Straight
Line Method
7
years
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
3
to 5
years
Cloud
infrastructure configurations
Straight
Line Method
3
years
Internally
developed software
Straight
Line Method
3
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 and six months ended March 31, 2026 and 2025, 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 adopted 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 and is 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 the development of the
Company’s XYZ Terminal, SentimenTracker (“SentimenTracker”) 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 of March 31, 2026 and September 30, 2025 amounting to $ 97,205
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;
F- 9
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.
Revenue from online subscription services
Revenue from online subscription services consists
of subscriptions to the Company’s SentimenTrader and SentimenTracker platforms. These cloud-based platforms provide customers with
access to trading intelligence, analytics, and tailored stock research reports without transferring possession of the underlying software.
Revenue is generally recognized ratably
over the applicable subscription term beginning on the commencement date of each arrangement, which is the date the platform is made
available to customers, provided collection is reasonably assured. Subscription agreements generally range from one month to one year.
Amounts invoiced are recorded either as contract liabilities or as revenue in the unaudited condensed consolidated financial statements,
depending on whether the related performance obligations have 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.
F- 10
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.
Research
and Development Expenses
Research
and development expenses consist primarily of costs incurred for professional research services, expenditures related to the
development and enhancement of the Company’s acquired assets 21 Bitcoin.xyz (acquired October 2025) and Publicview.ai
(acquired January 2026) and costs associated with the development of the Company’s internally developed software platform,
SentimenTracker and XYZ terminal. The Company expenses all research & development costs in the periods in which they are
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.
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 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 March 31, 2026, the Company had 72,450 underwriter warrants outstanding (out of an original 144,900 warrants) that had not yet been
exercised. These warrants were issued as partial consideration to the underwriters of the IPO or their designees and entitle the holder
to purchase shares of Common Stock at $ 4.30 per share for a period of five years following the six month anniversary of the IPO. See
Note 6(D).
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.
F- 11
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 by selling an asset or paid to transfer a 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.
The
Company’s financial instruments include cash, accounts receivable and other receivables, payable and accrued liabilities,
contract liabilities and due to related parties. The carrying amounts of these accounts approximate their fair values due to the
short-term nature of these instruments.
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.
F- 12
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.
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.
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. Under the new guidance, certain costs are capitalized when management authorizes and commits to funding a software
project and it is probable that the project will be completed and the software will be used as intended. The amendments are intended to
better align accounting with modern software development practices, including agile methodologies. 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.
F- 13
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.
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.
F- 14
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 and six months ended March 31, 2026 and March 31, 2025 are as follows:
SCHEDULE
OF CONTRACT LIABILITIES
2026
2025
2026
2025
Three months ended March 31,
Six months ended March 31,
2026
2025
2026
2025
Opening balance
$ 360,292
$ 368,058
$ 358,628
$ 380,077
Additional contract liabilities accrual
360,685
368,925
701,153
711,549
Revenue recognized from opening contract liabilities
( 104,713 )
( 111,772 )
( 288,762 )
( 380,845 )
Revenue recognized from current year billings
( 231,328 )
( 230,134 )
( 386,083 )
( 315,704 )
Ending balance
$ 384,936
$ 395,077
$ 384,936
$ 395,077
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.
NOTE
4 — PREPAID EXPENSES
The
prepaid expenses as of March 31, 2026 and September 30, 2025 were as follows:
SCHEDULE OF PREPAID EXPENSES
March 31, 2026
September 30, 2025
Software license
$ 7,085
$ 16,673
SEC filing fees
78,071
49,675
Insurance
58,127
282,066
Consulting fees
71,703
-
Other
47,327
16,659
Total
$ 262,313
$ 365,073
NOTE
5 — ACCRUED LIABILITIES
The
accrued liabilities as of March 31, 2026 and September 30, 2025 were as follows:
SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES
March 31, 2026
September 30, 2025
Accrued expenses
71,061
21,021
Accrued wages
3,541
34,806
Total
$ 74,602
$ 55,827
F- 15
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.
The
Company did not conduct any private placements during the three and six months ended March 31, 2026.
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 thereto have been retroactively
adjusted for the 1.2-for-1 reverse split occurred on the first day of the first period presented.
As
of March 31, 2026, 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.
F- 16
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 %).
A
summary of the warrants’ movement schedule is as follows:
SCHEDULE OF WARRANT ACTIVITY
Warrant Outstanding
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 )
-
-
Outstanding - March 31, 2026
72,450
$ 4.3
3.95
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 March 31,
2026
2025
Net loss attributable to common stockholders
$ ( 1,028,964 )
$ ( 390,181 )
Basic and diluted weighted-average common shares outstanding
12,144,730
10,031,273
Basic and diluted
$ ( 0.08 )
$ ( 0.04 )
Six months ended March 31,
2026
2025
Net loss attributable to common stockholders
$ ( 2,326,201 )
$ ( 712,380 )
Basic and diluted weighted-average common shares outstanding
12,131,202
10,031,273
Basic and diluted
$ ( 0.19 )
$ ( 0.07 )
F- 17
There
were no preferred or other dividends declared for the three and six months ended March 31, 2026. The below table includes the total
securities potentially dilutive for the three and six months ended March 31, 2026 and 2025, which have been excluded from the
computation of diluted earnings (loss) per share.
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
Three months ended March 31,
March 31, 2026
March 31, 2025
Warrants Outstanding ( Underwriters’ Warrants)
72,450
-
Six months ended March 31,
March 31, 2026
March 31, 2025
Warrants Outstanding (Underwriters’ Warrants)
72,450
-
Although
the Underwriters’ 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
March 31, 2026
September 30, 2025
Buildings
$ 1,276,598
$ -
Computer & equipment
18,799
18,799
Property
and equipment, gross
18,799
18,799
Less: Accumulated depreciation
( 29,926 )
( 14,730 )
Property and equipment, net
$ 1,265,471
$ 4,069
Depreciation
expenses totaled $ 13,071 and $ 524 during the three months ended March 31, 2026 and 2025, respectively.
Depreciation
expenses totaled $ 15,196 and $ 1,047 during the six months ended March 31, 2026 and 2025, respectively.
F- 18
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 March 31, 2026 and as such detailed disclosures regarding acquired intangible assets were considered to be insignificant.
Coinstack
Asset Acquisition
On
December 22, 2025, 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 March 31, 2026 and as such detailed disclosures regarding acquired intangible assets were considered to be insignificant.
Publicview
Asset Acquisition
On
January 15, 2026, the Company acquired substantially all of the assets of Publicview.ai (“PublicView”), an AI-powered stock market research platform that
provides real-time filling analysis. The acquired assets included, among other things, proprietary source code, databases, cloud infrastructure,
domain names, payment and billing systems, intellectual property and customer relationships.
The
Company evaluated the transaction under Accounting Standards Codification (“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.
F- 19
In
accordance with ASC 805-50-30-3, the total acquisition cost of $ 9,000 was allocated to the identifiable assets acquired on a relative
fair value basis as of January 15, 2026.
The
PublicView asset acquisition did not have a material impact on the Company’s condensed consolidated financial statements for the
period ended March 31, 2026, and as such, detailed disclosures regarding the acquired assets were considered to be insignificant.
SentimenTracker
-Internally Developed Software
The Company accounts for costs incurred
to develop internal-use software in accordance with Accounting Standards Codification (“ASC”) 350-40, Intangibles—Goodwill
and Other—Internal-Use Software . The Company capitalized $ 118,016 of internal-use software development costs related to SentimenTracker
as of February 9, 2026, upon completion of the application development stage and readiness for intended use. The capitalized costs are
being amortized on a straight-line basis over an estimated useful life of three years.
Amortization expenses of $ 16,634 and $ 0 respectively
were recorded for the three months ended March 31, 2026 and 2025.
Amortization expenses of $ 22,254 and $ 0 respectively
were recorded for the six months ended March 31, 2026 and 2025.
No impairment indicators were identified
as of March 31, 2026.
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 the Company 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 the Company from August 25, 2023 to September 11, 2023
Nicolas
Kuan Liang Lin
Chief
Executive Officer (“CEO”) since September 11, 2023 and Director of the Company since August 25, 2023
David
Chi Ching Ho
Chief
Strategy Officer (“CSO”) of the Company from April 1, 2024 to February 13, 2026
Siu
Hang (Henry) Wong
Director
of Business Development the Company from December 1, 2024 to February 1, 2025 and Chief Operating Officer (“COO”) the
Company from June 1, 2024 to November 20, 2024
Elixir
Technology Inc.
The Company’s
principal common shareholder controlled by Jaclyn Wu, a former director of the Company and Sundial
Jaclyn
Wu
Director
of Sundial from August 16, 2022 to February 15, 2026; Director of the Company from August 25, 2023 to December 14, 2025
Monic
Wealth Solutions Ltd.
Owned
by Jaclyn Wu, a former director of the Company and Sundial.
Ledger
Pros LLC
Owned
by Suresh R. Iyer, the Chief Financial Officer (“CFO”) the Company since May 16, 2024
Suresh
R. Iyer
Chief
Financial Officer (“CFO”) the Company since May 16, 2024
Monic
Financial Group
Owned
by Jaclyn Wu, a former director of the Company and Sundial
WUYAO Safety Technology (Hang Zhou) Co., LTD
Hao Hu, CTO of Aether, CIO and Interim CEO of Sundial is Director of Wuyao since June 2025 and had Controlling Ownership
of same for the period June 20, 2025 to October 30, 2025.
F- 20
Related
Party balances
The
Company’s balances due to related parties as of March 31, 2026 and September 30, 2025 were as follows:
SCHEDULE OF DUE TO RELATED PARTIES
Name
March 31, 2026
September 30, 2025
Qian Zhang
$ -
$ 4,556
Elixir Technology Inc.
5,158
5,157
Hao Hu
14
10
WUYAO Safety Technology (Hang Zhou) Co., LTD
-
27,470
Total due to related parties
$ 5,172
$ 37,193
The
amounts due to related parties as of March 31, 2026 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 and six months ended March 31, 2026, the Company did not incur any expenses for accounting services provided by Ledger Pros
LLC. During the three and six months ended March 31, 2025, the Company incurred $ 9,600 and $ 18,600 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
Name
Nature
of Service
2026
2025
Three months ended March 31,
Name
Nature of Service
2026
2025
Jaclyn Wu
Consulting
$ 29,091
$ 30,000
Siu Hang (Henry) Wong
Consulting
-
2,000
Wayne Huo
Director
12,498
-
Total
$ 41,589
$ 32,000
Name
Nature
of Service
2026
2025
Six months ended March 31,
Name
Nature of Service
2026
2025
Jaclyn Wu
Director/ Consulting
$ 53,439
$ 60,000
Siu Hang (Henry) Wong
Consulting
-
12,398
Wayne Huo
Director
14,380
-
Total
$ 67,819
$ 72,398
F- 21
NOTE
11 - INCOME TAXES
For
the six months ended March 31, 2026 and 2025, 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 March 31, 2026 and September 30, 2025, the Company has maintained a full
valuation allowance against its net deferred tax assets.
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 March 31, 2026, 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 March 31, 2026 and September 30, 2025, cash balances of $ 592,073 and $ 4,258,605 ,
respectively, were maintained at financial institutions in the US. The remaining balances of $ 215,884 and $ 159,564 , respectively, were
maintained in payment processing accounts with services such as Shopify, 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.
F- 22
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
$ 7,524,408 as of March 31,
2026. For the six months ended March 31, 2026, the Company incurred a net loss of $ 2,326,201
and used cash in operating activities of $ 1,927,242 .
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 unaudited condensed consolidated
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 single customers. Additionally, there were no customers that represented 10 % or more
of the Company’s revenue for the six months ended March 31, 2026, or the year ended September 30, 2025.
NOTE
13 — COMMITMENTS AND CONTINGENCIES
The
Company may, from time to time, be party to legal proceedings arising in the ordinary course of its business operations. As of the
date of this report, there is one pending lawsuit against the Company and its CEO. Management does not believe that the outcome of
this matter will reasonably be expected to have a material adverse effect on the Company’s financial condition or results of
operations. There are no other proceedings in which any current director, officer, affiliate, registered stockholder, or beneficial
stockholder of the Company is an adverse party or holds a material interest adverse to the interests of the Company.
As
of March 31, 2026, 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 unaudited condensed consolidated financial statements.
As mentioned in Note 1 above, in March 2026, AetherHub
entered into the IP Option Agreement, pursuant to which AetherHub was granted an exclusive option to acquire certain intellectual property
rights underlying Oort’s DataHub platform. The option may be exercised at AetherHub’s discretion within twelve months following
its formation, subject to a determination of commercial success by AetherHub’s board of managers. No option premium or other consideration
is payable by AetherHub unless the option is exercised.
If exercised, the IP Option Agreement contemplates
a future transaction that may include (i) the transfer of the underlying intellectual property to AetherHub, (ii) a strategic equity investment
of not less than $5.0 million in Oort by AetherHub’s members and/or their affiliates, and (iii) an additional capital contribution
of up to $5.0 million to AetherHub, together with related changes to AetherHub’s ownership structure.
As of March 31, 2026, the option had not been exercised,
no consideration had been paid, and no assets or liabilities related to the IP Option Agreement were recognized in the accompanying condensed
consolidated financial statements.
NOTE
14 - SUBSEQUENT EVENTS :
In accordance with ASC 855-10, “Subsequent
Events,” the Company evaluated subsequent events after March 31, 2026, through the date the consolidated financial statements were
issued. Except as disclosed below, the Company did not identify any other subsequent events requiring recognition or disclosure in the
consolidated financial statements.
Note Purchase Agreement with Streeterville
Capital, LLC
On May 13, 2026, the Company entered into a Note
Purchase Agreement (the “Note Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company
(the “Investor”), pursuant to which the Company issued a Secured Promissory Note (the “Note”) in the
original principal amount of $ 3,240,000 ,
which includes an original issue discount of $ 240,000 .
The purchase price for the Note was $ 3,000,000 .
After deducting a $ 30,000
transaction expense amount payable to the Investor, net proceeds to the Company were approximately $ 2,970,000 .
The Note bears interest at 8 %
per annum, compounding daily based on a 360-day year of twelve 30-day months, and matures eighteen (18) months after the date the
purchase price is delivered to the Company (the “Purchase Price Date”).
Beginning
six months after issuance, the Investor may redeem up to $250,000 of the outstanding balance per month, with each redemption payable
within three (3) business days. In addition, the Investor may require additional redemptions equal to 10% of the traded dollar volume
on a trading day when the Company’s stock price trades at more than 10% above the Nasdaq Minimum Price.The Company has the right,
subject to specified equity conditions, to satisfy redemption obligations in shares of its common stock at the Nasdaq Minimum Price.
The Company may also prepay the Note in full at 110% of the then-outstanding balance.
The
Company is evaluating the accounting implications of the Note and related agreements, including classification, the accounting for discounts
and fees, and whether any features require separate accounting under ASC 815. As this evaluation is ongoing, the Company is unable to
estimate the financial statement impact of the transaction at this time.
F- 23
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
financial statements and the related notes appearing elsewhere in this Report. In addition to unaudited condensed 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.
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 new revenue streams through potential advertisements, sponsorships, and premium content.
1
We
continue to focus on achieving our mission of establishing ourselves as a preeminent fintech information company dedicated to the
acquisition and 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. Furthermore, in 2025 and 2026, we made acquisitions of online financial newsletters and related intellectual property
(including subscriber lists) to add to our portfolio of titles.
Recent
Developments
Dispute
with Former Director
As
previously reported in our Annual Report, since July 18, 2025, our management has been engaged in a dispute with Mr. David Mandel,
a former member of our board of directors. On March 19, 2026, Mr. Mandel filed a lawsuit against the Company and Mr. Nicolas Lin, our Chief Executive Officer and Chairman. See “ Part II – Other Information - Item 1 – Legal Proceedings ” below
for more information and 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.
Formation
of AetherHub Joint Venture
On
March 25, 2026, our subsidiary Aether Labs, Inc. (“Aether Labs”) and OorTech Inc. (“Oort”) formed Aether
DataHub, LLC, a Delaware limited liability company (“AetherHub”), as a joint venture to develop and commercialize the
“AetherHub Platform,” a white-labeled deployment of Oort’s proprietary DataHub technology, for use exclusively in
the field of financial media and financial education data labeling and annotation services (the “Field”). AetherHub was
established pursuant to three executed agreements: (i) a Limited Liability Company Operating Agreement, (ii) a Technology License
and Services Agreement (the “Technology Agreement”), and (iii) an IP Option Agreement, each dated March 25, 2026 (or
March 23, 2026 in the case of the Technology Agreement). AetherHub’s business model is based on third-party customers
providing their own datasets for labeling and processing. Our company has no obligation to contribute any of our proprietary
datasets to AetherHub.
Membership
interests in AetherHub are held 70% by Aether and 30% by Oort. Aether’s contribution consists of commercialization leadership,
go-to-market strategy, the “AetherHub” brand and related resources, and initial working capital as approved by the
AetherHub’s board of managers. Oort’s contribution consists of the DataHub technology and related documentation, at
least two dedicated software developers, and ongoing support and maintenance services. No cash license or development fees are
payable to Oort; Oort’s equity interest constitutes its sole consideration. AetherHub is governed by a three-manager board,
with Aether designating two managers (including the Chair) and Oort designating one, giving Aether effective operational and
strategic control of AetherHub. Profits, losses, and distributions are allocated pro rata in accordance with each member’s percentage
interest.
Pursuant
to the Technology Agreement, Oort granted AetherHub a worldwide, royalty-free, exclusive license (within the Field) to use and operate
the DataHub Platform. Oort is prohibited during the term from providing its DataHub platform or any substantially similar technology
to third parties for use in the Field and must refer any Field-related commercial opportunities to AetherHub. Oort has committed to deliver
an initial launch-ready version of the AetherHub Platform within 120 days of March 23, 2026. Intellectual property developed specifically
for the AetherHub Platform is assigned to AetherHub; general-purpose platform enhancements remain owned by Oort subject to a perpetual
royalty-free license to AetherHub within the Field. Each party’s aggregate liability under the Technology Agreement is capped at
$5,000,000, subject to customary exceptions.
AetherHub had no
transactions during the three months ended March 31, 2026, and AetherHub did not have a material impact on the Company’s
consolidated financial position or results of operations for the period then ended. However, the related accounting implications
were insignificant to the Company’s condensed unaudited consolidated financial statements for the period ended March 31, 2026.
SentimenTracker
The Company has developed an internally
generated software platform, SentimenTracker, an analytics tool designed to process and analyze financial and market data to generate
actionable insights. In February 2026, SentimenTracker completed the application development stage and was placed into service for its
intended use. The platform was commercially launched and deployed within the Company’s production environment.
The software’s
core functionality, system architecture, data ingestion pipelines, sentiment analysis models, integrations, and infrastructure were fully
developed and tested. Accordingly, capitalization of development costs ceased upon completion of the application development stage, and
subsequent costs are expensed as incurred.
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.
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
six months ended March 31, 2026 and 2025.
Six months ended March 31,
2026
2025
% Change
Revenue
$ 674,845
$ 696,549
(3.12 )%
Cost of sales
$ 131,204
$ 217,174
(39.59 )%
Gross profit margin
80.56 %
68.82 %
17.05 %
Net cash used in operating activities
$ (1,927,242 )
$ (361,771 )
432.72 %
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
on 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.
2
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. We are also acquiring online newsletters (including, since our IPO, Whale Tales, Altcoin Investing, 21Bitcoin.xyz,
Coinstack and Publicview.ai) as a means of growing our subscriber base.
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 and SentimenTracker platforms, 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, including through acquisitions in 2025 and 2026. In
addition, we may pursue both strategic collaborations such as AetherHub and additional 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 and SentimenTracker 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.
3
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
Three months ended
March 31,
Six months ended
March 31,
2026
2025
% change
2026
2025
% change
Gross New Free Subscribers
284
325
(12.62 )
652
593
9.95
Average conversion rate from free to Paid Subscribers
20.89 %
20.90 %
(0.05 )
26.48 %
23.00 %
15.12
Paid Subscribers
2,166
2,331
(7.08 )
2,176
2,357
(7.68 )
Average Revenue Per User (“ARPU”)
$ 153
$ 147
4.08
$ 307
$ 295
4.07
Revenue Sundial
$ 331,387
$ 341,906
(3.10 )
$ 668,899
$ 696,549
(4.00 )
Alpha
Edge Media (AEM)
Publication
Free Subscribers as of March 31, 2026
Coinstack
332,952
WhaleTales
43,371
Altcoin Investing
7,112
StockCastr
5,347
IPO Stream
2,645
The Russell Report
1537
Total
392,964
As
of March 31, 2026, Alpha Edge Media had a negligible number of paid subscribers. Subscriber activity commenced on August 14,
2025. Accordingly, there were no subscribers for the six months ended March 31, 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 (as defined below) who also receive free subscription materials. 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.
The
number of new Free Subscribers for SentimenTrader increased by 59, or 9.95%, from 593 for the six months ended March 31, 2025 to 652
for the six months ended March 31, 2026. The number of new Free Subscribers decreased by 41, or 12.62 %, from 325 for the three months
ended March 31, 2025, to 284 for the three months ended March 31, 2026. The decrease in Free Subscribers reflects reduced customer acquisition
and increased attrition.
4
The
number of Free Subscribers for Alpha Edge Media as of March 31, 2026, was 392,964. Alpha Edge Media did not have operations as of March
31, 2025.
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
intend to 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 181, or 7.68%, from 2,357 for the six months ended March 31, 2025 to 2,176 for the six months
ended March 31, 2026. The number of Paid Subscribers decreased by 165, or 7.08 %, from 2,331 for the three months ended March 31, 2025,
to 2,166 for the three months ended March 31, 2026.
Paid
Subscribers for AEM were negligible as of March 31, 2026. AEM did not have operations as of March 31, 2025.
The
average conversion rate from Free Subscribers to Paid Subscribers on our SentimenTrader platform was approximately 26.48% and 23% for
the six months ended March 31, 2026 and 2025, respectively. The average conversion rate from Free Subscribers to Paid Subscribers on
our SentimenTrader platform was approximately 20.89% and 20.90% for the three months ended March 31, 2026 and 2025, respectively. The
higher conversion rates for the six months ended March 31, 2026, were attributable to a promotional campaign.
The
average conversion rate from Free Subscribers to Paid Subscribers of AEM was negligible for the six months ended March 31, 2026. AEM
did not have operations as of March 31, 2025.
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 total revenue divided by the number of monthly average Paid Subscribers over that period or year. 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 $12, or 4.07%, to $307 for the six months ended March 31, 2026, as compared to $295 for the six months
ended March 31, 2025.
ARPU
for SentimenTrader increased by $6, or 4.08%, to $153 for the three months ended March 31, 2026, as compared to $147 for the three months
ended March 31, 2025.
ARPU for SentimenTracker was not significant for the three and six months ended March 31, 2026. No comparable ARPU existed for the three
and six months ended March 31, 2025, as the platform was not yet operational during that period.
5
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 $21,704, or 3.12%, from $696,549 for the six months ended March 31, 2025, to $674,845 for the six months
ended March 31, 2026.
Total
revenue decreased by $5,865, or 1.72%, from $341,906 for the three months ended March 31, 2025 to $336,041 for the three months ended
March 31, 2026.
Results
of Operations
For
Six Months Ended March 31, 2026 and 2025
The
following table summarizes the results of unaudited condensed consolidated statements of operations and comprehensive loss for the six
months ended March 31, 2026 and 2025 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.
Six months ended March 31,
2026
2025
Amount
Percentage
As % of
As % of
Increase
Increase
Amount
Sales
Amount
Sales
(Decrease)
(Decrease)
Sales
$ 674,845
100.00 %
$ 696,549
100.00 %
$ (21,704 )
(3.12 )%
Cost of sales
131,204
19.44 %
217,174
31.18 %
(85,970 )
(39.59 )%
Gross profit
543,641
80.56 %
479,375
68.82 %
64,266
13.41 %
Operating expenses
Sales and marketing expenses
385,558
57.13 %
78,667
11.29 %
306,891
390.11 %
General and administrative expenses
2,403,956
356.22 %
1,113,088
159.80 %
1,290,868
115.97 %
Research and development expenses
131,119
19.43 %
-
- %
131,119
-
Total operating expenses
2,920,633
432.79 %
1,191,755
171.09 %
1,728,878
145.07 %
Other Income
Other income, net
19,037
2.82 %
-
- %
$ 19,037
-
Interest income
31,754
4.71 %
-
- %
$ 31,754
-
Total Other Income
50,791
7.53 %
-
- %
50,791
-
Loss before income taxes
(2,326,201 )
(344.70 )%
(712,380 )
(102.27 )%
$ (1,613,821 )
226.54 %
Net loss and comprehensive loss
$ (2,326,201 )
(344.70 )%
(712,380 )
(102.27 )%
(1,613,821 )
226.54 %
6
Revenue
Our
revenue decreased by $21,704, or 3.12%, from $696,549 for the six months ended March 31, 2025, to $674,845 for the six months ended March
31, 2026 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 are confident in our ability 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 include the hosting costs for the SentimenTrader platform, Bloomberg access for the analysts’ use in research, and the
analyst salaries. Cost of sales decreased by $85,970, or 39.59%, from $217,174 for the six months ended March 31, 2025, to $131,204 for
the six months ended March 31, 2026 due to a decrease in analyst salaries.
Gross
profit increased by $64,266, or 13.41%, from $479,375 for the six months ended March 31, 2025 to $543,641 for the six months ended March
31, 2026. The increase in gross profit was mainly due to the decrease in cost of sales, as discussed above.
Gross
profit margin increased from 68.82% for the six months ended March 31, 2025, to 80.56% for the six months ended March 31, 2026. 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:
Six months ended March 31,
2026
2025
Variance
Variance
Variance
Cost of
Gross
Gross
Cost of
Gross
Gross
in Cost of
in gross
in gross
Category
sales
profit
profit %
sales
profit
profit %
sales
profit
profit %
Subscription service
$ 131,204
$ 543,641
80.56
$ 217,174
$ 479,375
68.82
$ (85,970 )
$ 64,266
11.74 %
Total
$ 131,204
$ 543,641
80.56
$ 217,174
$ 479,375
68.82
$ (85,970 )
$ 64,266
11.74 %
Selling
and marketing expenses
Our
selling and marketing costs primarily consist of expenses related to advertising and marketing consultants. These costs increased by
$306,891 or 390.11%, from $78,667 for the six months ended March 31, 2025, to $385,558 for the six months ended March 31, 2026, representing
57.13% and 11.29% of our total revenue for the six months ended March 31, 2026 and 2025, respectively. The increase was mainly driven
by higher advertising and marketing expenses incurred in the current period compared to the six months ended March 31, 2025.
7
General
and administrative expenses
Our
general and administrative expenses primarily include salaries and benefits, legal and professional fees, insurance expenses, office
expenses, travel and entertainment expenses, utility expenses, depreciation expenses and amortization expenses. Our general and administrative
expenses represented 356.22% and 159.80% of our revenue for the six months ended March 31, 2026 and 2025, respectively. General and administrative
expenses increased by $1,290,868, or 115.97%, from $1,113,088 for the six months ended March 31, 2025, to $2,403,956 for the six months
ended March 31, 2026. The increase was mainly due to the increase in legal fees, consulting fees, insurance expense, amortization expense,
depreciation 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. The expenses incurred amounted to $131,119 for the six months ended March 31, 2026, and there were no expenses
for the six months ended March 31, 2025. Research and development expenses represented approximately 19.43% 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 $2,326,201 and $712,380 for the six months ended March 31, 2026 and 2025, respectively. The loss was
primarily attributable to the increase in selling expenses, research and development expenses and general and administrative expenses.
Provision
for income taxes
We
had no provision for income taxes for the six months ended March 31, 2026, as we had no assessable profits for the period.
Net
loss and comprehensive loss
We
had a net comprehensive loss of $2,326,201 and $712,380 for the six months ended March 31, 2026 and 2025, respectively. The loss was
primarily attributable to the increase in selling expenses, research and development expenses and general and administrative expenses.
The discussion regarding the increase in selling expenses, research and development expenses and general and administrative expenses
are discussed in the sections above.
8
For
The Three Months ended March 31, 2026 and 2025
The
following table summarizes the results of unaudited condensed consolidated statements of operations and comprehensive loss for the three
months ended March 31, 2026 and 2025 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.
Three months ended March 31,
2026
2025
Amount
Percentage
As % of
As % of
Increase
Increase
Amount
Sales
Amount
Sales
(Decrease)
(Decrease)
Sales
$ 336,041
100.00 %
$ 341,906
100.00 %
$ (5,865 )
(1.72 )%
Cost of sales
64,784
19.28 %
109,616
32.06 %
(44,832 )
(40.90 )%
Gross profit
271,257
80.72 %
232,290
67.94 %
38,967
16.78 %
Operating expenses
Sales and marketing expenses
188,986
56.24 %
56,622
16.56 %
132,364
233.77 %
General and administrative expenses
1,056,512
314.40 %
565,849
165.50 %
490,663
86.71 %
Research and development expenses
73,172
21.77 %
-
- %
73,172
-
Total operating expenses
1,318,670
392.41 %
622,471
182.06 %
696,199
111.84 %
Other Income
Other income, net
12,000
3.57 %
-
- %
$ 12,000
-
Interest income
6,449
1.92 %
-
- %
$ 6,449
-
Total Other Income
18,449
5.49 %
-
- %
18,449
-
Loss before income taxes
(1,028,964 )
(306.20 )%
(390,181 )
(114.12 )%
$ (638,783 )
163.71 %
Net loss and comprehensive loss
$ (1,028,964 )
(306.20 )%
(390,181 )
(114.12 )%
(638,783 )
163.71 %
Revenue
Our
revenue decreased by $5,865, or 1.72%, from $341,906 for the three months ended March 31, 2025, to $336,041 for the three months ended
March 31, 2026 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 are confident in our ability 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 SentimenTrader platform, Bloomberg access for the analysts to research tools, and
the analyst salaries. Cost of sales decreased by $44,832, or 40.90%, from $109,616 for the three months ended March 31, 2025, to $64,784
for the three months ended March 31, 2026, attributable to the decrease in analyst salaries.
Gross
profit increased by $38,967, or 16.78%, from $232,290 for the three months ended March 31, 2025, to $271,257 for the three months ended
March 31, 2026. The increase in gross profit was mainly due to the decrease in in cost of sales, as discussed above.
Gross
profit margin increased from 67.94% for the three months ended March 31, 2025, to 80.72% for the three months ended March 31, 2026. The
increase in gross profit margin was primarily due to decrease in cost of sales.
9
Our
cost and gross profit are as follows:
Three months ended March 31,
2026
2025
Variance
Variance
Variance
Cost of
Gross
Gross
Cost of
Gross
Gross
in Cost of
in gross
in gross
Category
sales
profit
profit %
sales
profit
profit %
sales
profit
profit %
Subscription service
$ 64,784
$ 271,257
80.72
$ 109,616
$ 232,290
67.94
$ (44,832 )
$ 38,967
12.78 %
Total
$ 64,784
$ 271,257
80.72
$ 109,616
$ 232,290
67.94
$ (44,832 )
$ 38,967
12.78 %
Selling
and marketing expenses
Our
selling and marketing costs primarily consist of expenses related to advertising and marketing consultants. These costs increased by
$132,364 or 233.77%, from $56,622 for the three months ended March 31, 2025, to $188,986 for the three months ended March 31, 2026, representing
56.24% and 16.56% of our revenue for the three months ended March 31, 2026 and 2025, respectively. The increase was mainly driven by
higher advertising and marketing expenses incurred in the current period compared to three months ended March 31, 2025.
General
and administrative expenses
Our
general and administrative expenses primarily include salaries and benefits, legal and professional fees, insurance expenses, office
expenses, travel and entertainment expenses, utility expenses, depreciation expenses and amortization expenses. Our general and administrative
expenses represented 314.40% and 165.50% of our revenue for the three months ended March 31, 2026 and 2025, respectively. General and
administrative expenses increased by $490,663, or 86.71%, from $565,849 for the three months ended March 31, 2025, to $1,056,512 for
the three months ended March 31, 2026. The increase was mainly due to the increase in legal fees, consulting fees, insurance expense,
amortization expense, depreciation 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 incurred amounted to $73,172 for the three months ended March 31, 2026 and there were no expenses
for the three months ended March 31, 2025. Research and development expenses represented approximately 21.77% 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 $1,028,964 and $390,181 for the three months ended March 31, 2026 and 2025, respectively. The loss
was primarily attributable to the increase in selling expenses, research and development expenses and general and administrative expenses.
Provision
for income taxes
We
had no provision for income taxes for the three months ended March 31, 2026 as we had no assessable profits for the period.
Net
loss or comprehensive loss
We
had a net comprehensive loss of $1,028,964 and $390,181 for the three months ended March 31, 2026 and 2025, respectively. The loss was
primarily attributable to the increase in selling expenses, research and development expenses and general and administrative expenses.
The discussion regarding the increase in selling expenses, research and development expenses and general and administrative expenses
are discussed in the sections above.
10
Cash
Flows
For
the Six months ended March 31, 2026 and 2025
The
following table sets forth summary of our cash flows for the periods indicated:
Six months ended March 31,
2026
2025
Net cash used in operating activities
$ (1,927,242 )
$ (361,771 )
Net cash used in investing activities
(1,682,970 )
-
Net cash provided by financing activities
-
(2,789 )
Net decrease in cash
(3,610,212 )
(364,560 )
Cash, beginning of the period
4,418,169
557,823
Cash, end of the period
$ 807,957
$ 193,263
Operating
Activities
Net
cash used in operating activities was $1,927,242 for the six months ended March 31, 2026, as compared to net cash used in operating activities
of $361,771 for the six months ended March 31, 2025. The increase in net cash used in operating activities was mainly attributable to
the following factors:
●
Net
loss of $2,326,201 for the six months ended March 31, 2026, compared to a net loss of $712,380 for the six months ended March 31,
2025;
●
Non-cash service expense for stock issuances incurred $78,297 for the six months ended March 31, 2026, compared to $0 for the six months ended March 31,
2025;
●
Prepaid
expenses decreased by $174,463 for the six months ended March 31, 2026, compared to a decrease of $8,862 for the six months ended
March 31, 2025;
●
Payables
and accrued liabilities increased by $127,393 for the six months ended March 31, 2026, compared to an increase of $120,241 for the
six months ended March 31, 2025;
●
The
amounts due to related party decreased by $32,021 for the six months ended March 31, 2026, compared to an increase of $199,645 for
the six months ended March 31, 2025;
●
Contract
liabilities increased by $26,308 for the six months ended March 31, 2026, compared to the increase of $15,000 for the six months
ended March 31, 2025; and
●
Accounts
receivable and other receivables increased by $12,931 for the six months ended March 31, 2026, compared to no such
amount for the six months ended March 31, 2025.
Investing
Activities
Net
cash used in investing activities was $1,682,970 for the six months ended March 31, 2026 and $0 for March 31, 2025.
11
The
increase in net cash used in investing activities for the six months ended March 31, 2026 was primarily due to purchase of property
and equipment of $1,168,598, payment for intangible assets for $417,167, and advances for the development of XYZ Terminal, Tradrithm
& Alphid AI of $97,205 which are capitalized as Internally developed software WIP for the six months ended March 31, 2026,
compared to no such amount for the six months ended March 31, 2025.
Financing
Activities
Net
cash used in financing activities was $0 for the six months ended March 31, 2026 as compared to $2,789 for the six months ended March
31, 2025.
Liquidity,
Capital Resources and Going Concern
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 March 31, 2026, our current assets were $1,083,201 which includes
cash of $807,957, accounts receivable and other receivables of $12,931 and prepaid expenses of $262,313. Our current liabilities were
$640,758 which includes accounts payables and accrued liabilities of $250,650, amounts due to related parties of $5,172, and contract liabilities
of $384,936. The resulting positive working capital was $442,443. No dividends were declared and paid to the shareholders for the six
months period ended March 31, 2026.
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 accounts payable 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 six months ended March 31, 2025.
Our
available cash resources currently consist of the net proceeds from our April 2025 IPO and cash generated from our business. We
completed our IPO 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).
We continue to incur operating losses and expect to require additional capital in the near term to fund operations and execute our
business plan. These conditions raise substantial doubt about our 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, most likely, 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 our
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 six months ended March 31, 2026 we paid $1,168,598 towards purchase of property and $417,167 towards acquisition of intangible assets.
SentimenTracker
In February 2026,
the Company launched its internally developed software platform, SentimenTracker, upon completion of the application development stage
and readiness for intended use. As of that date, the Company had capitalized $118,016 of development costs related to the platform.
Note Purchase
Agreement with Streeterville Capital, LLC
On May 13, 2026, the Company entered into a
Note Purchase Agreement with Streeterville Capital, LLC (the “Investor”), pursuant to which the Company issued a Secured Promissory
Note in the original principal amount of $3,240,000, including an original issue discount of $240,000. The purchase price for the Note
was $3,000,000 and, after deducting a $30,000 transaction expense amount payable to the Investor, net proceeds to the Company were approximately
$2,970,000, which the Company intends to use for working capital and general corporate purposes. The Note bears interest at 8% per annum,
compounding daily based on a 360-day year of twelve 30-day months, and matures eighteen (18) months after the date the purchase price
is delivered to the Company (the “Purchase Price Date”). The Note is secured by a first-position lien on substantially all
of the Company’s assets and intellectual property, subject to permitted liens, and is guaranteed by the Company’s subsidiaries
that are party to the related guaranty. No warrants were issued in connection with this transaction.
Beginning on the six-month anniversary of the
Purchase Price Date, the Investor has the right, exercisable in its sole discretion, to redeem up to $250,000 per calendar month in cash,
and may redeem additional amounts based on the trading price and volume of the Company’s common stock upon the occurrence of a Limited
Redemption Event, each payable within three trading days of notice. These redemption rights may result in recurring cash payment obligations
if and to the extent the Investor delivers redemption notices beginning on the six-month anniversary of the Purchase Price Date, which
would be November 13, 2026 if the Purchase Price Date is May 13, 2026, and the Company must maintain sufficient liquidity to satisfy such
notices as they arise. If the Note remains outstanding on the six-month anniversary of the Purchase Price Date, a one-time monitoring
fee will be automatically added to the outstanding balance, calculated as the outstanding balance on that date divided by 0.85 less such
outstanding balance. If calculated based solely on the initial principal amount of $3,240,000 and assuming no payments, accrued unpaid
interest or other adjustments to the outstanding balance, the fee would be approximately $571,765. The Company may prepay the Note in
full at any time at 110% of the then-outstanding balance.
The Note and
Note Purchase Agreement impose material restrictions on the Company’s financing flexibility, including, subject to specified
exceptions, restrictions on additional indebtedness, liens, and subsidiary equity transfers and issuances, subsidiary indebtedness,
and variable-price or resettable securities issuances without the Investor’s prior written consent. The Note also contains
trigger event provisions pursuant to which the Investor may increase the outstanding balance by up to 15% per major trigger event or
5% per minor trigger event (capped at three occurrences each), with most uncured trigger events becoming events of default after a
five-trading-day cure period, and certain insolvency, bankruptcy, receivership and similar trigger events becoming automatic events
of default, in each case subject to acceleration of the outstanding balance and default interest of 15% per annum. The occurrence of
any such event could have a material adverse effect on the Company’s liquidity and financial condition.
Contractual
Obligations
As
of March 31, 2026, and as of September 30, 2025, we don’t have any contractual obligations.
12
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 and six months ended March 31, 2026 and 2025.
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.
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 .
13
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. Other
than the below, 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.
Mandel v. Aether Holdings, Inc., et. al.
On March 19, 2026, David Mandel, a former member of the Company’s
board of directors, filed a complaint against the Company, Nicolas Lin, the Company’s Chief Executive Officer and Chairman, and
certain Doe defendants in the Superior Court of the State of California, County of Los Angeles, Case No. 26STCV08877. On April 24, 2026,
the Company removed the action to the United States District Court for the Central District of California, Case No. 2:26-cv-04423. The
complaint alleges breach of oral contract and promissory fraud based on allegations that the Company and Mr. Lin offered Mr. Mandel the
position of Chief Executive Officer of the Company for a three-year term at an annual salary of $220,000 and an equity interest equal
to 7.5% of the Company’s equity, vesting in tranches over a three-year period. Mr. Mandel seeks damages in excess of $11.46 million,
punitive damages and such other relief as the court may deem appropriate. The Company believes the claims are without merit and intends
to defend the action vigorously. The action is at the pleading stage.
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.
Our management is currently involved
in litigation proceedings with one of our former directors who has brought claims against us for breach of contract and promissory fraud.
If we were to receive an adverse ruling, it could materially and adversely affect our reputation, cause us to incur significant judgment
or settlement costs in cash or equity securities, and adversely affect our stock price.
On March 19, 2026, David Mandel,
a former member of our board of directors, filed a complaint against us, Nicolas Lin, our Chief Executive Officer and Chairman, and certain
Doe defendants in the Superior Court of the State of California, County of Los Angeles, Case No. 26STCV08877. On April 24, 2026, we removed
the action to the United States District Court for the Central District of California, Case No. 2:26-cv-04423. The complaint alleges breach
of oral contract and promissory fraud based on allegations that we and Mr. Lin offered Mr. Mandel the position of our Chief Executive
Officer for a three-year term at an annual salary of $220,000 and an equity interest equal to 7.5% of our equity, vesting in tranches
over a three-year period. Mr. Mandel seeks damages in excess of $11.46 million, punitive damages and such other relief as the court may
deem appropriate. We believe the claims are without merit and intend to defend the action vigorously.
Defending against
Mr. Mandel’s legal action could cause us to incur significant expenses and consume large amounts of our management’s time
and attention. If Mr. Mandel were to prevail, an adverse ruling on such a claim could materially and adversely affect our reputation,
cause us to incur significant judgment or settlement costs in cash or equity securities and could adversely affect our stock price. See
the section above entitled “ Item 1. Legal Proceedings – Mandel v. Aether Holdings, Inc., et. al. ” and the sections
in our Annual Report on Form 10-K filed with the SEC on December 17, 2025, entitled “ Business - Recent Developments - Dispute
with Former Director ” and “ Business – Recent Developments – Removal of Director ” for additional
information regarding the legal action, dispute and Mr. Mandel’s removal.
Covenants
and other provisions in the Note Purchase Agreement with Streeterville Capital, LLC pursuant to which we issued a Secured Promissory
Note may restrict our business and operations, and if we do not effectively manage our covenants, our financial condition and results
of operations could be adversely affected. In addition, our operations may not provide sufficient cash to meet the repayment obligations
of our debt incurred under the Note Purchase Agreement and the Secured Promissory Note.
Pursuant
to the Note Purchase Agreement, we granted to Streeterville Capital, LLC a security interest in substantially all of our assets, including
our intellectual property. If an event of default occurs under the Note Purchase Agreement, Streeterville Capital, LLC may foreclose
on its security interest and liquidate some or all of these assets, which would harm our business, financial condition and results of
operations.
In
the event of a default in connection with our bankruptcy, insolvency, liquidation, or reorganization, Streeterville Capital, LLC would
have a prior right to substantially all of our assets to the exclusion of our general unsecured creditors. Only after satisfying the
claims of Streeterville Capital, LLC and any unsecured creditors would any amount be available for our equity holders. The pledge of
these assets and other restrictions imposed in the Note Purchase Agreement may limit our flexibility in raising capital for other purposes.
Because substantially all of our assets are pledged to secure the Note, our ability to incur additional indebtedness or to sell or dispose
of assets to raise capital may be impaired, which could have an adverse effect on our financial flexibility.
In
addition, if we are unable to comply with certain covenants in the Note Purchase Agreement, we may be limited in our business activities
and access to credit or may default under the Note Purchase Agreement. Provisions in the Note and Note Purchase Agreement impose restrictions
or require prior approval on our ability, and the ability of our subsidiaries to, among other things:
●
incur
additional debt;
●
create
liens or encumbrances;
●
engage
in certain fundamental transactions;
●
conduct
certain issuances of equity and debt securities; and
●
sell,
transfer certain parts of our business or property, including equity interests of our securities.
The
Note Purchase Agreement also contains certain other covenants, which we may not be able to comply with in the future. Our failure to
comply with these covenants may result in the declaration of an event of default, which, if not cured or waived, may result in the acceleration
of our repayment obligations under the Note. If the maturity of our indebtedness is accelerated, we may not have sufficient funds available
for repayment or we may not have the ability to borrow or obtain sufficient funds to replace the accelerated indebtedness on terms acceptable
to us or at all. Our failure to repay our obligations under the Note would result in Streeterville Capital, LLC foreclosing on all or
a portion of our assets, which could force us to curtail or cease our operations.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
a)
Sales of Unregistered Securities
During
the six months ended March 31, 2026, the Company did not conduct any unregistered sales of equity securities.
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 persons owning
10% or more of any class of our equity securities or (iii) any of our affiliates.
Other
than as has been previously reported, there has been no material change in the planned use of proceeds from the IPO as described in the
IPO Registration Statement.
Item
3. Defaults upon Senior Securities
None.
Item
4. Mine and Safety Disclosure
Not
applicable
Item
5. Other Information
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.
14
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).
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.
15
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:
May 15, 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)
16
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.