What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-14 · 105 added, 111 removed, 584 unchanged (27% of the section changed)

4 unchanged sentences

(EXPRESSED IN US DOLLARS)

September 30,

Current assets:

27 unchanged sentences

Preferred Stock, $ 0.0001 par value, 10,000,000 shares authorized,

-Series A, 584,869 and 1,000,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024*, repectively

-Series B, 5,000 and no shares issued and outstanding as of June 30, 2025 and December 31, 2024*, repectively

Class A Common Stock, $ 0.0001 par value, 50,000,000 shares authorized, 6,535,014 shares issued and outstanding as of June 30, 2025 and December 31, 2024*, repectively

Class B Common Stock $ 0.0001 par value, 450,000,000 shares authorized, 18,083,473 and 10,730,691 shares issued and outstanding as of June 30, 2025 and December 31, 2024*, repectively

-Series A, 584,869 and 1,000,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024*, respectively

-Series B, 5,000 and no shares issued and outstanding as of September 30, 2025 and December 31, 2024*, respectively

Class A Common Stock, $ 0.0001 par value, 50,000,000 shares authorized, 6,535,014 shares issued and outstanding as of September 30, 2025 and December 31, 2024*, respectively

Class B Common Stock $ 0.0001 par value, 450,000,000 shares authorized, 18,087,473 and 10,730,691 shares issued and outstanding as of September 30, 2025 and December 31, 2024*, respectively

Additional paid-in capital

2 unchanged sentences

( 4,599,724 )

Total stockholders' equity (deficit)

Total stockholders' (deficit)

( 4,519,154 )

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY

* Giving retroactive effect to reverse recapitalization effected on April 4, 2025

See accompanying notes to the consolidated financial statements.

3 unchanged sentences

(EXPRESSED IN US DOLLARS)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Service revenues

11 unchanged sentences

( 2,599,833 )

( 1,994,940 )

Other income (expense)

Change in fair value of warrants

( 1,540,424 )

Change in fair value of crypto assets

4 unchanged sentences

Total other income (expense)

( 2,128,776 )

( 2,130,076 )

(Loss) before provision for income taxes

( 3,827,809 )

( 4,125,016 )

Provision for income taxes

$ ( 3,866,169 )

Net income (loss)

$ ( 176,620 )

3 unchanged sentences

Basic and diluted net income per share-Preferred Stock-Series A*

$ ( 160,914 )

$ ( 195,026 )

Weighted average shares outstanding-Preferred Stock-Series B*

4 unchanged sentences

$ ( 180,829 )

$ ( 118,997 )

Weighted average shares outstanding-Class B Common Stock*

3 unchanged sentences

$ ( 308,028 )

$ ( 202,702 )

* Giving retroactive effect to reverse recapitalization effected on April 4, 2025

See accompanying notes to the consolidated financial statements.

24 unchanged sentences

$ ( 4,016,014 )

Balance at September 30, 2024 (unaudited)

$ ( 4,273,204 )

$ ( 4,192,634 )

Balance at December 31, 2024

2 unchanged sentences

$ ( 4,816,361 )

( 3,866,169 )

Reverse recapitalization

( 2,183,392 )

Conversion of convertible debt

8 unchanged sentences

$ ( 8,763,100 )

Employee stock compensation

Stock compensation to advisors

Balance at September 30, 2025 (unaudited)

$ ( 6,242,111 )

* Giving retroactive effect to reverse recapitalization effected on April 4, 2025

See accompanying notes to the consolidated financial statements.

3 unchanged sentences

(EXPRESSED IN US DOLLARS)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash flows from operating activities:

9 unchanged sentences

Change in fair value of crypto assets

( 3,342,651 )

Change in fair value of convertible debt

11 unchanged sentences

Net cash (used in) operating activities

( 3,174,525 )

Cash flows from investing activities:

19 unchanged sentences

Noncash activities:

Issuance of common stock and warrants for intangible assets acquisition

Purchase of crypto assets through convertible debt

Issurance of common stock and warrants for intangible assets acquisition

Purchase of crypto assets through covertible debt

Common stock issued for liability payment

5 unchanged sentences

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2025 AND 2024

NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Description of the Business and Basis of Presentation

15 unchanged sentences

Class Over Inc.

(“Classover NJ”) was formed on June 16, 2020 in New Jersey, which was 100% controlled by the sole owner Hui Luo.

(“Classover NJ”) was formed on September 16, 2020 in New Jersey, which was 100% controlled by the sole owner Hui Luo.

Classover NJ is an online enrichment program that offers over 20 courses taught by certified instructors.

5 unchanged sentences

GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2025.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2025.

Accordingly, these statements should be read in conjunction with the Company’s audited financial statements and notes thereto as of and for the years ended December 31, 2024 and 2023.

6 unchanged sentences

Liquidity and Going Concern

As of June 30, 2025, the Company had cash of $ 5,978,572 , current liabilities of $ 4,585,015 , a working capital of $ 1,400,847 and a stockholders’ equity of $ 2,704,703 .

For the three months ended June 30, 2025 and 2024, the Company had losses of $ 3,866,169 and $ 172,819 , respectively, and for the six months ended June 30, 2025 and 2024, the Company had losses of $ 4,163,376 and $ 339,908 , respectively.

As of September 30, 2025, the Company had cash of $ 3,428,824 , current liabilities of $ 2,520,276 , a working capital of $ 935,642 and a stockholders’ equity of $ 5,400,035 .

For the three months ended September 30, 2025 and 2024, the Company had income (loss) of $ 2,520,989 and $ 176,620 , respectively, and for the nine months ended September 30, 2025 and 2024, the Company had losses of $ 1,642,387 and $ 516,528 , respectively.

The continuing losses raise substantial doubt about the ability of the Company to continue as a going concern.

The Company completed business combination with BFAC on April 4, 2025 and received $ 1,075,936 from BFAC’s trust account.

Additionally, the Company received an aggregate of $ 4,700,000 from PIPE investors following the business combination, and entered into an equity purchase facility agreement (the “FPFA”) with Solana Strategic Holdings LLC (“Solana Holdings”) for up to an aggregate of $ 400 million in newly issued shares of the Company’s Class B common stock.

The Company completed business combination with Battery Future Acquisition Corp (the “BFAC”) on April 3, 2025 and received $ 1,075,936 from BFAC’s trust account.

Additionally, the Company received an aggregate of $ 4,700,000 from PIPE investors following the business combination, and entered into an equity purchase facility agreement (the “FPFA”) with Solana Strategic Holdings LLC (the “Solana”) for up to an aggregate of $ 400 million in newly issued shares of the Company’s Class B common stock.

Moreover, on May 30, 2025, the Company entered into a Securities Purchase Agreement with an investor and the Company may sell to the investor up to an aggregate of $ 500 million in newly issued senior secured convertible notes (the “Notes”).

9 unchanged sentences

Revenue Recognition

The Company has six predominant sources of revenue:

The Company has nine predominant sources of revenue:

time-based subscriptions, credit-based subscriptions to our online courses, and marketing consulting services.

34 unchanged sentences

The following table shows the breakout between cash on hand and bank deposits.

June 30, 2025

December 31, 2024

September 30,

Bank deposits

3 unchanged sentences

Accounts considered uncollectible are written off against the allowance after exhaustive efforts at collection is made.

As of June 30,2025, there was no allowance for deposits.

As of September 30,2025, there was no allowance for deposits.

Property and Equipment

27 unchanged sentences

The second step is to measure the tax benefit as the largest amount that is 50% likely of being realized upon settlement with a taxing authority.

There were no amounts recorded at June 30, 2025 and December 31, 2024 related to uncertain tax positions.

There were no amounts recorded at September 30, 2025 and December 31, 2024 related to uncertain tax positions.

Fair Value of Financial Instruments

10 unchanged sentences

Advertising Costs

Advertising costs amounted to $ 11,187 and $ 23,074 for the three months ended June 30, 2025 and 2024, respectively, and $ 18,589 and $ 43,423 for the six months ended June 30, 2025 and 2024.

Advertising costs amounted to $ 11,250 and $ 6,303 for the three months ended September 30, 2025 and 2024, respectively, and $ 29,839 and $ 49,726 for the nine months ended September 30, 2025 and 2024.

Advertising costs are expensed as incurred and included in selling expenses.

30 unchanged sentences

Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

For the three and six months ended June 30, 2025 and 2024, the convertible notes payable were excluded from the calculation of diluted EPS as their inclusion would have been anti-dilutive.

For the three and nine months ended September 30, 2025 and 2024, the convertible notes payable were excluded from the calculation of diluted EPS as their inclusion would have been anti-dilutive.

Recently Adopted Accounting Pronouncements

11 unchanged sentences

Property and Equipment, net

Property and equipment consists of the following as of June 30, 2025 and December 31, 2024:

June 30, 2025

December 31, 2024

Property and equipment consists of the following as of September 30, 2025 and December 31, 2024:

September 30,

Computers and electronic equipment

4 unchanged sentences

Total property and equipment, net

Depreciation expense was $ 16,221 and $ 13,624 for the three months ended June 30, 2025 and 2024, respectively, and $ 32,442 and $ 23,380 for the six months ended June 30, 2025 and 2024, respectively.

Depreciation expense was $ 16,224 and $ 15,222 for the three months ended September 30, 2025 and 2024, respectively, and $ 48,666 and $ 38,602 for the nine months ended September 30, 2025 and 2024, respectively.

Depreciation expense is included within general and administrative expenses in the Company’s statements of operations.

7 unchanged sentences

The following table summarizes the Company’s digital asset holdings, as of:

June 30, 2025

December 31, 2024

September 30,

Number of Solana

8 unchanged sentences

Issuance of 800,000 shares of the Company’s Class B common stock valued at $ 2.94 , totaling $ 2,352,000 , based on the fair value of the shares on the acquisition date;

Issuance of pre-funded warrants to purchase 739,278 shares of Class B common stock, with an exercise price of $ 0.01 per share and an expiration date of June 30, 2030.

Issuance of warrants to purchase 739,278 shares of Class B common stock, with an exercise price of $ 0.01 per share and an expiration date of June 30, 2030.

The pre-funded warrants are exercisable on a cash or cashless basis and are subject to a 9.9 % beneficial ownership blocker.

8 unchanged sentences

No bargain purchase gain is recognized in an asset acquisition.

All equity securities issued in the transaction are subject to a six-month lock-up pursuant to a Lock-Up Agreement entered into on the same date.

All equity securities issued in the transaction are subject to a nine-month lock-up pursuant to a Lock-Up Agreement entered into on the same date.

The acquired IP is recorded as an intangible asset and is being amortized over its estimated useful life of 10 years.

Amortization expense related to the acquired IP for the three and six months ended June 30, 2025 was $ 0 .

Amortization expense related to the acquired IP for the three and nine months ended September 30, 2025 was $ 144,387 .

Future amortization of the Company’s intangible assets is presented below:

1 unchanged sentence

On November 1, 2022, the Company entered into an operating sublease with a related party Dream Go for its office space located at 450 7 th Avenue, Suite 905, New York, NY 10123 expiring on October 31, 2029.

On November 1, 2022, the Company recognized approximately $ 2.2 million of ROU assets and operating lease liabilities based on the present value of the future minimum rental payments of the sublease, using an incremental borrowing rate of 4 %.

As of June 30, 2025, the Company’s operating sublease had a remaining lease term of approximately 4.3 years.

For the three and six months ended June 30, 2025 and 2024, rent expense for the operating sublease was $ 90,253 and 180,506 , respectively.

The Company’s sublease obligations as of June 30, 2025 are presented below:

On November 1, 2022, the Company recognized approximately $ 2.2 million of right of use (“ROU”) assets and operating lease liabilities based on the present value of the future minimum rental payments of the sublease, using an incremental borrowing rate of 4 %.

As of September 30, 2025, the Company’s operating sublease had a remaining lease term of approximately 4.1 years.

For the three and nine months ended September 30, 2025 and 2024, rent expense for the operating sublease was $ 90,253 and $ 270,758 , respectively.

The Company’s sublease obligations as of September 30, 2025 are presented below:

Year ending December 31,

9 unchanged sentences

Billed and uncollected operating lease receivables will be included in due from related parties which are stated at their estimated net realizable value.

For the three months ended June 30, 2025 and 2024, the Company’s income from these subleases totaled $ 24,325 and $ 25,048 respectively, and for the six months ended June 30, 2024 and 2023, the Company’s income from these subleases totaled $ 49,920 and $ 62,620 , respectively (which has been reflected as a reduction of general and administrative expenses in the accompanying consolidated Statements of Operations).

For the three months ended September 30, 2025 and 2024, the Company’s income from these subleases totaled $ 26,684 and $ 23,471 respectively, and for the nine months ended September 30, 2025 and 2024 the Company’s income from these subleases totaled $ 76,604 and $ 48,471 , respectively (which has been reflected as a reduction of general and administrative expenses in the accompanying consolidated Statements of Operations).

Accrued Liabilities and Other Payables

Accrued liabilities and other payables consisted of the following:

June 30, 2025

December 31, 2024

September 30,

Credit card payable

Payroll tax payable

The Company had $ 38,360 income tax provision for the six months ended June 30, 2025 and 2024.

For the six months ended June 30, 2025

For the six months ended June 30, 202 4

The Company had $ 701,957 income tax provision for the nine months ended September 30, 2025 and 2024.

September 30,

Deferred income tax expense

Current income tax expense

The Company has the following deferred tax assets (liabilities) as of June 30, 2025 and December 31 2024:

As of June 30, 2025

As of December 31, 2024

The Company has the following deferred tax assets (liabilities) as of September 30, 2025 and December 31 2024:

September 30,

Net operating loss carryforwards

11 unchanged sentences

The Company has provided a valuation allowance for the net deferred tax asset as it is not more likely than not that the asset will be realized.

The provision for income taxes differs from the amounts computed by applying the federal statutory rate as follows for the periods ended June 30, 2025 and 2024:

June 30, 2025

June 30, 2024

The provision for income taxes differs from the amounts computed by applying the federal statutory rate as follows for the periods ended September 30, 2025 and 2024:

September 30,

Federal statutory rate

1 unchanged sentence

Effective income tax rate

The effective tax rate for the six months ended June 30, 2025 and 2024 is less than the statutory rate primarily as a result of the valuation allowance for net deferred tax assets.

No uncertain tax benefits have been recorded for the three and six months ended June 30, 2025 and 2024

The effective tax rate for the nine months ended September 30, 2025 and 2024 is less than the statutory rate primarily as a result of the valuation allowance for net deferred tax assets.

No uncertain tax benefits have been recorded for the three and nine months ended September 30, 2025 and 2024

On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” (the “Act”) was signed into law.

1 unchanged sentence

The Company analyzed the provisions of the Act and determined there was no significant impact to its income taxes for the periods presented.

As of June 30, 2025, Classover NJ and Classover Holdings, Inc.

As of September 30, 2025, Classover NJ and Classover Holdings, Inc.

has approximately $ 6,868,745 and $ 945,143 in federal net operating loss carryforwards, respectively.

2 unchanged sentences

Related parties

As of June 30, 2025 and December 31, 2024, The Company has related party transactions with the following affiliates and affiliated entities:

As of September 30, 2025 and December 31, 2024, The Company has related party transactions with the following affiliates and affiliated entities:

Related Party Name

9 unchanged sentences

Due from related parties

June 30, 2025

December 31, 2024

September 30,

Dream Legal Group, Inc.

1 unchanged sentence

Due to related parties

June 30, 2025

December 31, 2024

September 30,

Luo Hui-accrued interest on promissory note

1 unchanged sentence

at a rate of 4% per annum

Luo Hui – promissory note, due on June 30, 2026;

at a rate of 4% per annum

Yi Liu – promissory note, due on March 17, 2026;

at a rate of 4% per annum

Dream Legal Group, Inc-rent income received in advance

Due to Dream Go Inc.

Total due to related parties - current

The following table represents related party transactions for the six months ended June 30, 2025 and 2024:

The following table represents related party transactions for the nine months ended September 30, 2025 and 2024:

Three Months Ended

Six Months Ended

Nine Months Ended

Business Purpose of Transaction

June 30 , 2025

June 30 , 2024

June 30 , 2025

June 30 , 2024

September 30,

Dream Legal Group, Inc

5 unchanged sentences

Sublease income has been reflected as a reduction of general and administrative expenses in the accompanying consolidated statements of operations.

As of June 30, 2025 and December 31, 2024, the Company has the following ROU assets and operating lease liabilities recognized from related party under ASC 842 (Note 4):

June 30, 2025

December 31, 2024

As of September 30, 2025 and December 31, 2024, the Company has the following ROU assets and operating lease liabilities recognized from related party under ASC 842 (Note 4):

September 30,

Short term obligation under operating leases

13 unchanged sentences

2025 Convertible Notes

On May 30, 2025, the Company entered into a Securities Purchase Agreement for up to an aggregate of $ 500 million in newly issued Notes.

The Purchase Agreement provided for an initial closing of $ 11 million of Notes.

On May 30, 2025, the Company entered into a Securities Purchase Agreement for up to an aggregate of $ 500 million in newly issued senior secured convertible notes (the “2025 Convertible Notes”).

The Purchase Agreement provides for an initial closing of $ 11 million of convertible notes, subject to customary closing conditions.

The Company has agreed, subject to certain exceptions contained in the Purchase Agreement, to use 80% of the net proceeds from the notes to purchase certain cryptocurrency as set forth in the Purchase Agreement.

The Notes are convertible into Class B common stock of the Company at the option of the holder at an initial conversion price equal to 200% of the closing price of the Common Stock on the trading day immediately prior to the closing date, subject to adjustment as provided for in the Notes.

Interest is payable under the Notes at a rate of 7 % per annum and is payable, quarterly, at the option of the Company in cash, through the issuance of additional Notes or, under certain situations, through the issuance of shares of Class B common stock.

The Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries (subject to certain exceptions contained in the notes) and will be secured by a first priority perfected security interest in all of the existing and future assets of the Company and its direct and indirect subsidiaries, including all of the capital stock of each of the subsidiaries and the cryptocurrency purchased with the proceeds of the Notes.

The Notes will be convertible into Class B common stock of the Company at the option of the holder at an initial conversion price equal to 200% of the closing price of the Common Stock on the trading day immediately prior to the closing date, subject to adjustment as provided for in the Notes.

Interest is payable under the notes at a rate of 7 % per annum and is payable, quarterly, at the option of the Company in cash, through the issuance of additional notes or, under certain situations, through the issuance of shares of Common Stock.

The Notes will rank senior to all outstanding and future indebtedness of the Company and its subsidiaries (subject to certain exceptions contained in the notes) and will be secured by a first priority perfected security interest in all of the existing and future assets of the Company and its direct and indirect subsidiaries, including all of the capital stock of each of the subsidiaries and the cryptocurrency purchased with the proceeds of the Notes.

The Notes are due on the two-year anniversary of the date of issuance unless earlier converted or repaid.

Description of Notes:

Description of 2025 Convertible Note:

7.0 % per annum, quarterly, PIK-eligible

6 unchanged sentences

20% for operations

The Company elected the fair value option for the Notes.

The fair value of the Notes are remeasured at each balance sheet date and any changes are recorded in the consolidated statements of operations.

For the three and six months ended June 30, 2025, the Company recorded a change in the fair value of the Notes in the amount of a loss of $ 260,630 .

For the three and six months ended June 30, 2025, interest expense related to the Notes is 50,630 .

The Company elected the fair value option for 2025 convertible notes.

The fair value of the convertible notes are remeasured at each balance sheet date and any changes are recorded in the consolidated statements of operations.

For the three and nine months ended September 30, 2025, the Company recorded a change in the fair value of 2025 convertible notes in the amount of a loss of $ 249,508 and $ 510,138 .

For the three and nine months ended September 30, 2025, interest expense related to the 2025 Convertible Note is $ 194,082 and $ 244,712 .

Warrant Liabilities

5 unchanged sentences

If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis and in no event (whether in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the warrant exercise.

If an initial business combination is not consummated, the warrants will expire and will be worthless.

In addition, if (a) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at a newly issued price of less than $ 9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founders’ shares held by the Company’s initial shareholders or such affiliates, as applicable, prior to such issuance), (b) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the Company’s initial business combination (net of redemptions), and (c) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the market value and the newly issued price, and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the market value and the newly issued price.

The Company accounts for the 17,250,000 warrants issued in connection with the Public Offering of BFAC in accordance with the guidance contained in ASC 815-40.

6 unchanged sentences

Change in fair value

Fair value as of June 30, 2025

Fair value as of September 30 , 202 5

Recurring f air v alue m easurements

6 unchanged sentences

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following tables present fair value information as of June 30, 2025, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:

June 30, 2025

The following tables present fair value information as of September 30, 2025, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:

September 30 , 2025

Investment- Crypto asset

8 unchanged sentences

Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine Months Ended

September 30,

Time-based subscriptions

6 unchanged sentences

The Company establishes an accrued liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable.

At June 30, 2025, the Company was not involved in any material legal proceedings regarding claims or legal actions against the Company.

As of June 30, 2025, the total number of shares which the Company shall have the authority to issue is five hundred and ten million ( 510,000,000 ) shares, which include 50,000,000 shares of Class A common stock, par value $ 0.0001 per share, 450,000,000 shares of Class B common stock, par value $ 0.0001 per share, and 10,000,000 shares of preferred stock.

At September 30, 2025, the Company was not involved in any material legal proceedings regarding claims or legal actions against the Company.

As of September 30, 2025, the total number of shares which the Company shall have the authority to issue is five hundred and ten million ( 510,000,000 ) shares, which include 50,000,000 shares of Class A common stock, par value $ 0.0001 per share, 450,000,000 shares of Class B common stock, par value $ 0.0001 per share, and 10,000,000 shares of preferred stock.

The Preferred Stock authorized by this Certificate of Incorporation may be issued in series.

28 unchanged sentences

PIPE Investment

On April 4 and April 14, 2025, a PIPE investor invested an aggregate of $ 5,000,000 via a PIPE agreement with 5,000 Series B Preferred Shares to the PIPE investor.

On April 4 and April 14, 2025, a PIPE investor invested $ 5,000,000 via a PIPE agreement with 5,000 Series B Preferred Shares to the PIPE investor.

Preferred shares were classified as equity under ASC 480.

4 unchanged sentences

In connection with the Reorganization Merger, the Company adopted the Equity Incentive Plan (the “2024 Incentive Plan”).

The 2024 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or equity-related cash-based awards.

The 2024 Incentive Plan will provide for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or equity-related cash-based awards.

Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, will be eligible for grants under the 2024 Incentive Plan.

3 unchanged sentences

On April 28, 2025, 100,000 shares were issued to a third-party advisor for advisory services which will be vested over one year.

On September 6, 2025, 4,000 shares were issued to a third-party advisor for advisory services which was fully vested.

Shares were measured at fair value on grant date under ASC 718.

Compensation cost is recognized ratably over the vesting period.

During the three and six months ended June 30, 2025, stock compensation cost were $ 137,278 .

During the three and nine months ended September 30, 2025, stock compensation cost were $ 174,343 and $ 311,620 .

Other equity transactions

10 unchanged sentences

The insurance coverage for cash deposits at each bank is $ 250,000 .

As of June 30, 2025, a cash balance of $ 5,188,733 deposited with three financial institutions was uninsured.

As of September 30, 2025, a cash balance of $ 2,659,724 deposited with three financial institutions was uninsured.

Management believes that the financial institutions that hold the Company’s deposits are financially credit worthy and, accordingly, minimal credit risk exists with respect to those balances.

Customer concentration risk

For the three and six months ended June 30, 2025 and 2024, no customer accounted for more than 10 % of the Company’s total revenues.

For the three and nine months ended September 30, 2025 and 2024, no customer accounted for more than 10 % of the Company’s total revenues.

Vendor concentration risk

For the three and six months ended June 30, 2025 and 2024, no vendor accounted for over 10 % of the Company’s total purchases.

Subsequent Events

On July 18, 2025, the Company held a special meeting of stockholders and approved an amendment to the Company’s amended and restated certificate of incorporation to increase the total number of shares of Class B Common Stock the Company is authorized to issue from 450,000,000 shares to 2,000,000,000 shares.

For the three and nine months ended September 30, 2025 and 2024, no vendor accounted for over 10 % of the Company’s total purchases.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements