What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-13 compared with 2025-08-14 · 80 added, 80 removed, 263 unchanged (38% of the section changed)

9 unchanged sentences

Although we have incurred continuing losses from operations and net losses in the past few years, our business has experienced continuous growth in sales.

Our total revenue decreased by $214,963, or 23% from $940,611 for the three months ended June 30, 2024, to $725,648 for the three months ended June 30, 2025.

Our gross profit decreased by $206,754, from $529,472 for the three months ended June 30, 2024, to $322,718 for the three months ended June 30, 2025.

Gross profit margin decreased from 56% for the three months ended June 30, 2024 to 44% for the three months ended June 30, 2025.

Our total revenue decreased by $284,232, or 16% from $1,825,896 for the six months ended June 30, 2024, to $1,541,664 for the six months ended June 30, 2025.

Our gross profit decreased by $276,524, from $1,004,608 for the six months ended June 30, 2024, to $728,084 for the six months ended June 30, 2025.

Gross profit margin decreased from 55% for the six months ended June 30, 2024 to 47% for the six months ended June 30, 2025, as a result of decreased revenue during 2025.

Our total revenue increased by $308,704, or 32% from $978,934 for the three months ended September 30, 2024, to $1,287,638 for the three months ended September 30, 2025.

Our gross profit increased by $355,971, from $543,053 for the three months ended September 30, 2024, to $899,024 for the three months ended September 30, 2025.

Gross profit margin increased from 55% for the three months ended September 30, 2024 to 70% for the three months ended September 30, 2025.

Our total revenue increased by $24,472, or 1% from $ 2,804,830 for the nine months ended September 30, 2024, to $2,829,302 for the nine months ended September 30, 2025.

Our gross profit increased by $79,447, from $1,547,661 for the nine months ended September 30, 2024, to $1,627,108 for the nine months ended September 30, 2025.

Gross profit margin increased from 55% for the nine months ended September 30, 2024 to 58% for the nice months ended September 30, 2025, as a result of increased revenue during 2025.

We completed a merger with Battery Future Acquisition Corp.

13 unchanged sentences

Our business model is dependent upon our ability to grow and maintain a large user base, and it also requires that we grow and keep registered users and paid subscribers.

As of June 30, 2025 and December 31, 2024, we have 68,374 and 61,387 registered users, respectively.

As of September 30, 2025 and December 31, 2024, we have 71,556 and 61,387 registered users, respectively.

“Registered users” are individuals who have signed up and created an account on our platform.

16 unchanged sentences

To be the platform of choice for educator partners, we continue to invest in increasing the size and engagement of our user base, improving recommendation and personalization features, and developing marketing capabilities that drive higher conversions.

As of June 30, 2025 and December 31, 2024, we have 1,051 and 936 educator partners working with us, respectively.

As of September 30, 2025 and December 31, 2024, we have 1,144 and 936 educator partners working with us, respectively.

Operating Efficiency

18 unchanged sentences

Results of Operations

For the three months ended June 30, 2025 and 2024

For the three months ended September 30, 2025 and 2024

The following table summarizes our results of operations for the years presented.

The results below are not necessarily indicative of results to be expected for future periods.

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Variance Amount

21 unchanged sentences

Provision for income taxes

$ (3,866,169 )

$ (3,693,350 )

Net income (loss)

The summary information by revenue stream are as follows:

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Variance Amount

2 unchanged sentences

Total revenues

Our total revenue decreased by $214,963, or 23% from $940,611 for the three months ended June 30, 2024, to $725,648 for the three months ended June 30, 2025.

The decrease in the revenue in the second quarter of 2025 as compared to the second quarter of 2024 was primarily attributable to the absence of consulting revenue and decrease in service revenues.

Our total revenue increased by $308,704, or 32% from $978,934 for the three months ended September 30, 2024, to $1,287,638 for the three months ended September 30, 2025.

The increase in the revenue in the third quarter of 2025 as compared to the third quarter of 2024 was primarily attributable to the increase in service revenues.

Service revenues increased by $408,704, or 46%, from $878,934 for the three months ended September 30, 2024, to $1,287,638 for the three months ended September 30, 2025, driven by a decrease in credit-based subscriptions and number of courses delivered during the second quarter of 2025.

In the fourth quarter of 2023, we added a new revenue stream by providing marketing consulting services to Genius Kid Class LLC, one of our related parties.

Consulting revenue generated in the second quarter of 2024 was $100,000.

Consulting revenue generated in the third quarter of 2024 was $100,000.

We completed our consulting service obligation by the end of 2024.

We are uncertain about future growth of consulting revenue as we have not secured any new consulting contracts yet as of June 30, 2025.

As a result, no consulting revenue was generated in the second quarter of 2025.

Service revenues decreased by $114,963, or 14%, from $840,611 for the three months ended June 30, 2024, to $725,648 for the three months ended June 30, 2025, driven by a decrease in credit-based subscriptions and number of courses delivered during the second quarter of 2025.

We are uncertain about future growth of consulting revenue as we have not secured any new consulting contracts yet as of September 30, 2025.

As a result, no consulting revenue was generated in the third quarter of 2025.

Costs of Revenue

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Variance Amount

1 unchanged sentence

Streaming Services

Cost of revenues decreased by $8,209, or 2%, from $411,139 for the three months ended June 30, 2024, to $402,930 for the three months ended June 30, 2025.

Payment processing fee decreased by $5,287, or 29%, from $18,451 for the three months June 30, 2024, to $13,164 for the three months ended June 30, 2025.

The cost of streaming service decreased by $2,950, or 14%, from $20,850 for the three months June 30, 2024, to $17,900 for the three months ended June 30, 2025.

The decrease in payment processing and streaming service expenses was due to decreased class sessions provided during the second quarter of 2025.

Cost of revenues decreased by $47,266, or 11%, from $435,881 for the three months ended September 30, 2024, to $388,615 for the three months ended September 30, 2025.

Compensation decreased by $32,164, or 8%, from $392,294 for the three months September 30, 2024, to $360,131 for the three months ended September 30, 2025.

Payment processing fee decreased by $8,203, or 43%, from $19,286 for the three months September 30, 2024, to $11,084 for the three months ended September 30, 2025.

The cost of streaming service decreased by $6,900, or 28%, from $24,300 for the three months September 30, 2024, to $17,400 for the three months ended September 30, 2025.

The decrease in compensation, payment processing and streaming service expenses was due to decreased class sessions provided during the third quarter of 2025.

Gross profit margin

Our gross profit and gross profit margin from the two revenue streams are summarized as follows:

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Service revenues

Consulting revenues (related party)

The total gross profit margin decreased from 56% for the three months ended June 30, 2024 to 44% for the three months ended June 30, 2025, as a result of decreased revenue during the second quarter of 2025.

Our gross margin of service revenue decreased from 53% for the three months ended June 30, 2024 to 44% for the three months ended June 30, 2025, mainly due to lower student enrollment in 2025.

The total gross profit margin increased from 55% for the three months ended September 30, 2024 to 70% for the three months ended September 30, 2025, as a result of increased revenue during the third quarter of 2025.

Our gross margin of service revenue increased from 54% for the three months ended September 30, 2024 to 70% for the three months ended September 30, 2025, mainly due to higher revenue in 2025.

Operating expenses

During the three months ended June 30, 2025, we incurred total operating expenses of $2,021,751, an increase of $1,321,366, or 189%, as compared to a total of $700,385 during the three months ended June 30, 2024.

General and administrative expenses increased by $1,338,951, or 243% from $550,224 for the three months ended June 30, 2024, to $1,889,175 for the three months ended June 30, 2025.

During the three months ended September 30, 2025, we incurred total operating expenses of $1,503,917, an increase of $787,160, or 110%, as compared to a total of $716,757 during the three months ended September 30, 2024.

General and administrative expenses increased by $802,308, or 147% from $546,389 for the three months ended September 30, 2024, to $1,348,697 for the three months ended September 30, 2025.

Our general and administrative expenses include compensation related to the administrative personnel, amortization and depreciation expenses, rent, and other general expenses.

Other general expenses increased by $1,062,068 from $96,562 for the three months ended June 30, 2024, to $1,158,630 for the three months ended June 30, 2025.

Other general expenses increased by $140,068 from $64,597 for the three months ended September 30, 2024, to $204,665 for the three months ended September 30, 2025.

The increase was primarily attributable to higher consulting fees, regulatory registration expenses, and insurance as we completed a merger with Battery Future Acquisition Corp.

(“BFAC”) in this quarter.

Employee compensation expenses increased by $121,197 from $347,458 for the three months ended June 30, 2024, to $468,655 for the three months ended June 30, 2025.

Employee compensation expenses increased by $336,278 from $371,246 for the three months ended September 30, 2024, to $707,524 for the three months ended September 30, 2025.

The increase is primarily driven by additional hiring during the second quarter of 2025 to support our growth.

In addition, there was an upward adjustment to executive compensation, further contributing to the overall compensation growth.

Employee stock compensation was $137,277 for the three months ended June 30, 2025.

Employee stock compensation was $174,343 for the three months ended September 30, 2025.

There was no employee stock compensation in 2024.

Interest and other expenses for the three months ended June 30, 2025, were $2,128,776 as compared to $1,906 for the three months ended June 30, 2024.

Interest and other expenses for the three months ended September 30, 2025, were $3,789,479 as compared to $2,916 for the three months ended September 30, 2024.

The increase was primarily attributable to the financing cost and change in fair value of warrants, convertible notes, and crypto assets.

Provision for income taxes

Provision for income taxes for the three months ended June 30, 2025 was $38,360.

We had no income tax provision for the three months ended June 30, 2024 as we made fully allowance on the deferred tax assets as we have determined that it is not more likely than not that the assets will be realized.

As a result of the combination of factors discussed above, our net loss increased from $172,819 for the three months ended June 30, 2024 to $3,866,169 for the three months ended June 30, 2025.

For the six months ended June 30, 2025 and 2024

Provision for income taxes for the three months ended September 30, 2025 was $663,597.

We had no income tax provision for the three months ended September 30, 2024 as we made fully allowance on the deferred tax assets as we have determined that it is not more likely than not that the assets will be realized.

As a result of the combination of factors discussed above, our net income (loss) increased from $176,620 for the three months ended September 30, 2024 to $2,520,989 for the three months ended September 30, 2025.

For the nine months ended September 30, 2025 and 2024

The following table summarizes our results of operations for the years presented.

The results below are not necessarily indicative of results to be expected for future periods.

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Variance Amount

21 unchanged sentences

The summary information by revenue stream are as follows:

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Variance Amount

2 unchanged sentences

Total revenues

Our total revenue decreased by $284,232, or 16% from $1,825,896 for the six months ended June 30, 2024, to $1,541,664 for the six months ended June 30, 2025.

The decrease in the revenue was primarily attributable to the absence of consulting revenue and the increase in service revenues.

Our total revenue increased by $24,472, or 1% from $2,804,830 for the nine months ended September 30, 2024, to $2,829,302 for the nine months ended September 30, 2025.

The increase in the revenue was primarily attributable to the increase in service revenues, partially offset by absence of consulting revenue.

In the fourth quarter of 2023, we added a new revenue stream by providing marketing consulting services to Genius Kid Class LLC, one of our related parties.

Consulting revenue generated in the first quarter of 2024 was $100,000.

Consulting revenue generated in the third quarter of 2024 was $100,000.

Consulting services were provided over the past nine months.

We completed our consulting service obligation by the end of 2024.

We are uncertain about future growth of consulting revenue as we have not secured any new consulting contracts yet as of June 30, 2025.

We are uncertain about future growth of consulting revenue as we have not secured any new consulting contracts yet as of September 30, 2025.

As a result, no consulting revenue was generated in 2025.

Service revenues decreased by $84,232, or 5%, from $1,625,896 for the six months ended June 30, 2024, to $1,541,664 for the six months ended June 30, 2025, which is primarily attributable to a decrease in credit-based subscriptions and number of courses delivered in 2025.

Service revenues increased by $324,472, or 13%, from $2,504,830 for the nine months ended September 30, 2024, to $2,829,302 for the nine months ended September 30, 2025, which is primarily attributable to an increase in credit-based subscriptions and number of courses delivered in 2025.

Costs of Revenue

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Variance Amount

1 unchanged sentence

Streaming Services

Cost of revenues decreased by $7,708, or 1%, from $821,288 for the six months ended June 30, 2024, to $813,580 for the six months ended June 30, 2025.

Payment processing fee decreased by $8,946, or 23%, from $38,920 for the six months June 30, 2024, to $29,974 for the six months ended June 30, 2025.

The cost of streaming service decreased by $1,905, or 5%, from $42,255 for the six months June 30, 2024, to $40,350 for the six months ended June 30, 2025.

Cost of revenues decreased by $54,974, or 4%, from $1,257,169 for the nine months ended September 30, 2024, to $1,202,194 for the nine months ended September 30, 2025.

Payment processing fee decreased by $17,149, or 29%, from $58,206 for the nine months September 30, 2024, to $41,058 for the nine months ended September 30, 2025.

The cost of streaming service decreased by $8,805, or 13%, from $66,555 for the nine months September 30, 2024, to $57,750 for the nine months ended September 30, 2025.

The decrease in payment processing and streaming service expenses were due to decreased class sessions provided during the second quarter of 2025.

1 unchanged sentence

Our gross profit and gross profit margin from the two revenue streams are summarized as follows:

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Service revenues

Consulting revenues (related party)

The total gross profit margin decreased from 55% for the six months ended June 30, 2024 to 47% for the six months ended June 30, 2025, as a result of decreased revenue during 2025.

Our gross margin of service revenue decreased from 51% for the six months ended June 30, 2024 to 47% for the six months ended June 30, 2025, mainly due to lower student enrollment.

The total gross profit margin increased from 55% for the nine months ended September 30, 2024 to 58% for the nine months ended September 30, 2025, as a result of increased revenue during 2025.

Our gross margin of service revenue increased from 52% for the nine months ended September 30, 2024 to 58% for the nine months ended September 30, 2025, mainly due to higher service revenue.

Operating expenses

During the six months ended June 30, 2025, we incurred total operating expenses of $2,723,024, an increase of $1,382,386, or 103%, as compared to a total of $1,340,638 during the six months ended June 30, 2024.

General and administrative expenses increased by $1,403,588, or 133% from $1,059,126 for the six months ended June 30, 2024, to $2,462,714 for the six months ended June 30, 2025.

During the nine months ended September 30, 2025, we incurred total operating expenses of $4,226,941, an increase of $2,169,546, or 105%, as compared to a total of $2,057,395 during the nine months ended September 30, 2024.

General and administrative expenses increased by $2,205,896, or 137% from $1,605,515 for the nine months ended September 30, 2024, to $3,811,411 for the nine months ended September 30, 2025.

Our general and administrative expenses include compensation related to the administrative personnel, amortization and depreciation expenses, rent, and other general expenses.

Other general expenses increased by $1,126,812 from $203,147 for the six months ended June 30, 2024, to $1,329,958 for the six months ended June 30, 2025.

Other general expenses increased by $1,126,812 from $267,744 for the nine months ended September 30, 2024, to $1,534,624 for the nine months ended September 30, 2025.

The increase was primarily attributable to higher professional consulting fees, regulatory registration expenses, insurance as we completed a merger with Battery Future Acquisition Corp.

Employee compensation expenses increased by $113,787 from $649,767 for the six months ended June 30, 2024, to $763,555 for the six months ended June 30, 2025.

Employee compensation expenses increased by $450,065 from $1,021,014 for the nine months ended September 30, 2024, to $1,471,079 for the nine months ended September 30, 2025.

The increase is primarily driven by additional hiring during 2025 to support our growth.

In addition, there was an upward adjustment to executive compensation, further contributing to the overall compensation growth.

Employee stock compensation was $137,277 for the six months ended June 30, 2025.

Employee stock compensation was $311,620 for the nine months ended September 30, 2025.

There was no employee stock compensation in 2024.

Interest and other expenses for the six months ended June 30, 2025, were $2,130,076 as compared to $3,878 for the six months ended June 30, 2024.

Interest and other expenses for the nine months ended September 30, 2025, were $1,659,403 as compared to $6,794 for the nine months ended September 30, 2024.

The increase was primarily attributable to the financing cost and change in fair value of warrants, convertible notes, and crypto assets.

Provision for income taxes

Provision for income taxes for the six months ended June 30, 2025 was $38,360.

We had no income tax provision for the six months ended June 30, 2024 as we made fully allowance on the deferred tax assets as we have determined that it is not more likely than not that the assets will be realized.

As a result of the combination of factors discussed above, our net loss increased from $339,908 for the six months ended June 30, 2024 to $4,163,376 for the six months ended June 30, 2025.

Provision for income taxes for the nine months ended September 30, 2025 was $701,957.

We had no income tax provision for the nine months ended September 30, 2024 as we made fully allowance on the deferred tax assets as we have determined that it is not more likely than not that the assets will be realized.

As a result of the combination of factors discussed above, our net loss increased from $516,528 for the nine months ended September 30, 2024 to $1,642,387 for the nine months ended September 30, 2025.

Liquidity and Capital Resources

As of June 30, 2025, we had cash and cash equivalents of $5,978,572.

As of September 30, 2025, we had cash and cash equivalents of $5,978,572.

Cash consists primarily of cash on hand and bank deposits.

1 unchanged sentence

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

June 30, 2025

December 31, 2024

September 30,

Bank deposits

1 unchanged sentence

The accompanying consolidated financial statements have been prepared applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

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.

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

The Company completed business combination with Battery Future Acquisition Corp 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 Holdings 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 Notes.

On June 6, 2025, the Company consummated the initial closing of $11 million of Notes.

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 (losses) 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 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.

On September 6, 2025, the Company consummated the initial closing of $11 million of Notes.

Management of the Company has evaluated the mitigation plans and determined that the current working capital, cash position, FPFA, and Notes available for future issuance are sufficient to support its continuous operations and to meet its payment obligations when liabilities fall due within the next twelve months from the date of issuance of these combined and consolidated financial statements.

6 unchanged sentences

We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

For the Six months ended June 30,

For the Nine months ended September 30,

Net cash (used in) operating activities

$ (3,174,525 )

Net cash (used in) investing activities

4 unchanged sentences

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2025, was primarily attributable to net loss of $4,163,376, decrease in operating lease liabilities of $154,885 as we made payment under the lease contract, decrease in deferred revenues of $240,112, and change in fair value of crypto assets of $182,665.

Cash outflow was partially offset by the change in fair value of warrants of $1,540,424, increase in accounts payable of $1,513,002, change in fair value of convertible debt of $260,630, non-cash amortization of operating lease right-of-use assets $151,201, employee stock compensation of $118,444, and increase in accrued liabilities and other payables of $374,008.

Net cash used in operating activities for the six months ended June 30, 2024, was primarily attributable to net loss of $339,908, decrease in due to related party $170,765 as we repaid our related party for the amount due, and decrease in operating lease liabilities of $115,394 as we made payment under the lease contract.

Net cash used in operating activities for the nine months ended September 30, 2025, was primarily attributable to net loss of $1,642,387, decrease in operating lease liabilities of $233,474 as we made payment under the lease contract, decrease in deferred revenues of $766,575, and change in fair value of crypto assets of $3,342,651.

Cash outflow was partially offset by the change in fair value of warrants of $629,625, change in fair value of convertible debt of $510,138, non-cash amortization of operating lease right-of-use assets $227,948, employee stock compensation of $260,577, increase in deferred tax liabilities of $701,957, and increase in accrued liabilities and other payables of $363,041.

Net cash used in operating activities for the nine months ended September 30, 2024, was primarily attributable to net loss of $516,528, decrease in due to related party $252,519 as we repaid our related party for the amount due, and decrease in operating lease liabilities of $219,164 as we made payments under the lease contract.

Cash outflow was partially offset by the non-cash amortization of operating lease right-of-use assets $219,057, stock compensation issued for consulting services $25,120 and increase in deferred revenues of $73,538 as we collected in advance from online class subscription.

Investing Activities

Net cash used in investing activities was $2,300,000 for the six months ended June 30, 2025.

Net cash used in investing activities was $2,300,000 for the nine months ended September 30, 2025.

The decrease was primarily due to our purchases of crypto assets and intangible assets.

Net cash used in investing activities was $136,394 for the six months ended June 30, 2024.

The decrease was primarily due to our purchases of property and equipment.

Net cash used in investing activities was $185,705 for the nine months ended September 30, 2024.

The decrease in cash flow was primarily due to our purchases of property and equipment in the amount of $185,705 during 2024.

Financing Activities

Net cash provided by financing activities was $8,852,667 for the Six months ended June 30, 2025.

Net cash provided by financing activities was $8,852,667 for the Nine months ended September 30, 2025.

The increase was mainly due to the issuance of promissory notes of $3,089,400, capital contribution from private placement of $4,700,000, and proceeds from the reverse recapitalization of $1,077,752.

Net cash provided by financing activities was $100,000, for the six months ended June 30, 2024.

The decrease was mainly due to the issuance of convertible loan.

Net cash provided by financing activities was $230,000 for the nine months ended September 30, 2024.

The increase in cash flow was mainly due to the issuance of convertible loan in the amount of $100,000 in 2024 and a loan received from a related party in the amount of $130,000.

Critical Accounting Policies and Estimates

73 unchanged sentences

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 2. Management’s Discussion and Analysis