What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-14 · 293 added, 257 removed, 517 unchanged (52% of the section changed)

5 unchanged sentences

Current Assets:

Cash and cash equivalents

Cash and cash

Accounts receivable, net

Advance - related party

Prepaid expenses and other current assets

Total Current Assets

expenses and other current assets

Current Assets

Non-current Assets:

Advance - non-current - related party

Property and equipment, net

Operating lease right-of-use assets, net

Intangible assets, net

Total Non-current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Advance - non-current -

related party

Property and equipment,

Operating lease right-of-use

Non-current Assets

LIABILITIES AND SHAREHOLDERS’

Current Liabilities:

2 unchanged sentences

Deferred revenue

Current portion of operating lease liabilities

Short-term loans - related party

Total Current Liabilities

Current portion of operating

lease liabilities

loans - related party

Current Liabilities

Non-current Liabilities:

Non-current operating lease liabilities

Total Non-current Liabilities

Total Liabilities

Stockholders’ Equity:

operating lease liabilities

Non-current Liabilities

Shareholders’ Equity:

Preferred stock;

$ 0.0001 par value – 1,000,000 shares authorized as of June 30, 2025 and December 31, 2024 ;

No shares issued or outstanding as of June 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value – 250,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

35,117,037 and 25,689,130 shares issued and outstanding as of June 30, 2025 and December 31, 2024

par value – 1,000,000

shares authorized as of September 30, 2025 and December 31, 2024 ;

shares issued or outstanding as of September 30, 2025 and December 31, 2024

Common stock, $ 0.0001

par value – 250,000,000

shares authorized as of September 30, 2025 and December 31, 2024;

and 25,689,130

shares issued and outstanding as of September 30, 2025 and December 31, 2024

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Equity (Deficit)

Total Liabilities & Stockholders’ Equity

Shareholders’ Equity (Deficit)

Liabilities & Shareholders’ Equity

accompanying notes are an integral part of the consolidated financial statements.

3 unchanged sentences

thousands, except share and per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Months Ended Sep 30,

Cost of revenue

Operating expenses:

Selling, General and Administrative Expenses

Depreciation expenses

Total operating expenses

Selling, General and Administrative

operating expenses

Loss from operations

2 unchanged sentences

Loss before income taxes

Provision for income taxes

Net loss per share attributable to common stockholders, basic and diluted

Weighted-average number of common stocks outstanding used to compute net loss per share, basic and diluted

Income tax credit

Net loss per share attributable

to common shareholders, basic and diluted

Weighted-average number

of common stocks outstanding used to compute net loss per share, basic and diluted

accompanying notes are an integral part of the consolidated financial statements.

1 unchanged sentence

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)

thousands, except share data)

Common Stocks

Additional Paid-In

Stockholders’ Equity

Balance, March 31, 2025

Stock-based compensation

Issuance of shares in settlement of claims, pursuant to Section 3(a)(10)

Stockholders’

Balance, June 30, 2025

Shares issued for cash

Issuance of underwriter shares

Stock-based compensation

Balance, September

Stockholders’

Balance, December 31, 2024

Issuance of shares upon initial public offering, net off offering costs

Issuance of shares upon

initial public offering, net off offering costs

Stock-based compensation

Issuance of shares in connection with consulting agreement

Issuance of shares in settlement of claims, pursuant to Section 3(a)(10)

Issuance of shares in connection with consulting

Issuance of shares in settlement of claims,

Balance, June 30, 2025

Balance, March 31, 2024

pursuant to Section 3(a)(10)

Issuance of shares in settlement of claims

Share issued for cash

Issuance of underwriter shares

Balance, September 30, 2025

* Less than $1

Stockholders’

Balance, June 30, 2024

Balance, September

Stockholders’

Balance, December 31, 2023

Balance, June 30, 2024

Balance, September

accompanying notes are an integral part of the consolidated financial statements.

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Months Ended September 30,

Cash flows from operating

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation and amortization

2 unchanged sentences

Stock-based compensation

Loss on extinguishment of debt

Changes in operating assets and liabilities:

Accounts receivable, net

Loss on extinguishment

Changes in operating assets

and liabilities:

Accounts receivable

Advance - related party

Prepaid expenses and other assets

Prepaid expenses and other

Income tax receivable

2 unchanged sentences

Deferred revenue

Operating lease liabilities

Net cash used in operating activities

Cash flows from investing activities:

lease liabilities

Net cash used in operating

Cash flows from investing

Purchase of property and equipment

Purchase of capitalized internal-use software

Net cash used in investing activities

Cash flows from financing activity

Purchase of capitalized

internal-use software

Net cash used in investing

Cash flows from financing

Proceeds from short-term loans - related party

2 unchanged sentences

Payment for deferred offering costs

Net cash provided by financing activity

Net cash provided by financing

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

accompanying notes are an integral part of the consolidated financial statements.

13 unchanged sentences

On July 2, 2024, as part of its reorganization,

the Company entered into a share exchange agreement with V-Cube, Inc., the Company’s principal stockholder.

the Company entered into a share exchange agreement with V-Cube, Inc., the Company’s principal shareholder.

The Company acquired

4 unchanged sentences

July 24, 2024, the Company changed its domicile of incorporation from the Commonwealth of Pennsylvania to the State of Nevada.

each share of common stock, no par value per share, of the Company that was issued and outstanding and held by V-Cube, Inc.

was automatically

converted into 500,000 shares of common stock, par value $ 0.0001 of the Company.

After domestication, the total common stock issued and

outstanding is 50,000,000 shares.

October 9, 2024, the Company’s sole director and majority stockholder approved a reverse stock split of the Company’s issued

common stock at a ratio of 2:1 , which became effective on October 9, 2024.

As a result of the reverse stock split, 25,000,000 shares

of common stock were issued and outstanding as of October 9, 2024.

each share of common stock, no par value per share, of the Company that was issued and outstanding was automatically converted into a

share of common stock, par value $ 0.0001 of the Company.

After domestication, the total common stock issued and outstanding is 50,000,000

October 9, 2024, the

Company’s sole director and majority shareholder approved a reverse stock split of the Company’s issued common stock at

a ratio of 2:1 , which became effective on October 9, 2024.

As a result of the reverse stock split, 25,000,000

shares of common stock were issued and outstanding as of October 9, 2024.

reorganization involves entities under common control.

14 unchanged sentences

Company has incurred and continues to incur losses from operations as well as negative cash flow from operations.

For the six months

ended June 30, 2025, the Company had a net loss of $ 7,620 , net cash used in operations of $ 7,577 and an accumulated deficit of $ 9,542 .

For the nine months

ended September 30, 2025, the Company had a net loss of $ 9,607 , net cash used in operations of $ 9,035 and an accumulated deficit of $ 11,529 .

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

19 unchanged sentences

The unaudited consolidated financial statements reflect all normal recurring adjustments necessary

to present fairly the Company’s financial position, results of operations, stockholders’ equity, and cash flows for the interim

to present fairly the Company’s financial position, results of operations, shareholders’ equity, and cash flows for the interim

periods, but are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2025 or

78 unchanged sentences

risk of loss to be minimal.

the six months ended June 30, 2025 and 2024, there was one customer who accounted for more than 10 %

of the Company’s total revenue in both periods.

As of June 30, 2025 and December 31, 2024, there were three and two customers

who accounted for more than 10 %

of the Company’s total accounts receivable in the respective periods.

the six months ended June 30, 2025 and 2024, there was one supplier and two suppliers, respectively, who accounted for more than 10 %

of the Company’s total purchase in the respective periods.

As of June 30, 2025 and December 31, 2024, there were three and five

suppliers, respectively, who accounted for more than 10 % of the Company’s total accounts payable in the respective periods.

the nine months ended September 30, 2025 and 2024, there was one customer who accounted for more than 10 % of the Company’s total

revenue in both periods.

As of September 30, 2025 and December 31, 2024, there were two customers who accounted for more than 10 % of

the Company’s total accounts receivable in both periods.

the nine months ended September 30, 2025 and 2024, there was one supplier and there were two suppliers, respectively, who accounted for

more than 10 % of the Company’s total purchase in the respective periods.

As of September 30, 2025 and December 31, 2024, there

were three and four suppliers, respectively, who accounted for more than 10 % of the Company’s total accounts payable in the respective

and Cash Equivalents

23 unchanged sentences

The Company did

no t record an allowance for credit loss as of June 30, 2025 and December 31, 2024.

no t record an allowance for credit loss as of September 30, 2025 and December 31, 2024.

Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there

2 unchanged sentences

or an offset to credit loss expense in the year of recovery.

The Company did not have any write-offs of receivables during the six months

ended June 30, 2025 and 2024.

amount of accounts receivable included at the beginning of each period presented was $ 515 and $ 359 , respectively.

The Company did not have any write-offs of receivables during the nine months

ended September 30, 2025 and 2024.

amount of accounts receivable included at December 31, 2024 and 2023 as the beginning of each period presented was $ 515

respectively.

Offering Costs

2 unchanged sentences

These costs are being deferred and

will be charged against the gross proceeds of the offering.

Deferred offering costs are included in prepaid expenses and other current

assets in the Consolidated Balance Sheets.

were charged against the gross proceeds of the offering.

Deferred offering costs are included in prepaid expenses and other current assets

in the Consolidated Balance Sheets.

the completion of the initial public offering, the deferred offering costs were fully charged to additional paid-in capital, and there

was no balance as of June 30, 2025.

was no balance as of September 30, 2025.

and Equipment, Net

3 unchanged sentences

useful lives of assets are as follows:

of Estimated Useful Lives of Assets

Property and Equipment

Estimated Useful Life

Computer and equipment

Furniture and fixture

Leasehold improvement

Shorter of 10 years or lease term

Schedule of Estimated Useful Lives of Assets

and Equipment

and equipment

of 10 years or lease term

and maintenance costs are expensed as incurred.

64 unchanged sentences

The amount of revenue recognized

during the six months ended June 30, 2025 and 2024 that was included in deferred revenue at the beginning of each period was $ 147 and

$ 275 , respectively.

during the nine months ended September 30, 2025 and the year ended December 31, 2024 that was included in deferred revenue at the beginning

of each period was $ 147 and $ 275 , respectively.

of revenue primarily consists of costs paid to its employees for delivering events and costs of renting equipment and studio.

2 unchanged sentences

of Operations.

For the six months ended June 30, 2025 and 2024, these costs were $ 423 and $ 71 , respectively.

For the nine months ended September 30, 2025 and 2024, these costs were $ 651 and $ 106 , respectively.

Substantially

3 unchanged sentences

At the Company’s discretion, the Company can match a portion of the participants’ contributions.

During the six months

ended June 30, 2025 and 2024, the Company recognized $ 36 and $ 23 , respectively, of expenses for the defined contribution plans.

During the nine months

ended September 30, 2025 and 2024, the Company recognized $ 54 and $ 35 , respectively, of expenses for the defined contribution plans.

Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes , which requires

28 unchanged sentences

Company operates.

July 30, 2025, the FASB issued ASU No.

2025-05 Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for

Accounts Receivable and Contract Assets .

This ASU provide (1) all entities with a practical expedient and (2) entities other than

public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and

current contract assets arising from transactions accounted for under Topic 606.

The requirements are effective for fiscal years beginning

after December 15, 2025, including interim periods within those fiscal years.

Early adoption is permitted, and entities should apply

the amendments prospectively.

The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated

financial statements.

November 2024, the FASB issued ASU No.

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Property and Equipment, Net

of June 30, 2025 and December 31, 2024, property and equipment consisted of the following:

of Property and Equipment

of September 30, 2025 and December 31, 2024, property and equipment consisted of the following:

Schedule of Property and Equipment

Computer and equipment

3 unchanged sentences

Accumulated depreciation

Total property and equipment, net

Company recognized depreciation expenses on property and equipment of $ 25 and $ 27 during the six months ended June 30, 2025 and 2024,

property and equipment, net

Company recognized depreciation expenses on property and equipment of $ 36 and $ 40 during the nine months ended September 30, 2025 and

2024, respectively.

1 unchanged sentence

Company’s intangible assets consist of internally developed capitalized software.

As of June 30, 2025 and December 31, 2024, the

balance of the capitalized software was $ 3,806 and $ 3,806 , respectively, of which $ 748 and $ 218 was under the application development

stage as of the respective period end.

As of September 30, 2025 and December 31, 2024,

the balance of the capitalized software was $ 3,806 in both periods.

$ 1,045 and $ 218 was under the application development stage

as of the respective period end.

The Company has performed impairment assessment and identified no triggering events or circumstances

indicating that the carrying amount of the intangibles may be impaired and determined no impairment was necessary.

of June 30, 2025 and December 31, 2024, intangible assets consisted of the following:

of Intangible Assets

of September 30, 2025 and December 31, 2024, intangible assets consisted of the following:

Schedule of Intangible Assets

Capitalized software

Under the application development stage

Under the application

development stage

Total intangible assets

Accumulated amortization

Intangible assets, net

Company recognized amortization expenses on intangible assets of $ 272 and $ 136 during the six months ended June 30, 2025 and 2024, respectively.

Company recognized amortization expenses on intangible assets of $ 408 and Nil during the nine months ended September 30, 2025 and 2024,

respectively.

Company has an operating lease for its office space in Pennsylvania.

As of June 30, 2025 and December 31, 2024, the following amounts

As of September 30, 2025 and December 31, 2024, the following amounts

were recorded in the Consolidated Balance Sheets relating to the Company’s operating lease.

1 unchanged sentence

Right-of-Use Assets

Operating lease assets, net

Operating lease assets

Lease Liabilities

1 unchanged sentence

Operating lease liabilities - Non-current

following table summarizes the contractual maturities of operating lease liabilities as of June 30, 2025:

following table summarizes the contractual maturities of operating lease liabilities as of September 30, 2025:

Schedule of Maturities of Operating Lease Liabilities

1 unchanged sentence

Total lease payments

Less amounts representing interest

Less amounts representing

Present value of lease payments

1 unchanged sentence

Non-current lease liabilities

following table illustrates information for the Company’s operating lease during the six months ended June 30, 2025 and 2024:

following table illustrates information for the Company’s operating lease during the nine months ended September 30, 2025 and the

year ended December 31, 2024:

Schedule of Operating Lease Cost

Total operating lease cost

Cash paid for amounts included in the measurement of the operating lease liability

Cash paid for amounts included in the measurement

of the operating lease liability

Weighted average remaining lease term (years)

2 unchanged sentences

and Commitments

were no commitments under certain purchase or guarantee arrangements as of June 30, 2025 and December 31, 2024.

were no commitments under certain purchase or guarantee arrangements as of September 30, 2025 and December 31, 2024.

time to time, in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims

or proceedings.

There were no such material matters as of June 30, 2025 and December 31, 2024.

There were no such material matters as of September 30, 2025 and December 31, 2024.

Indemnification

3 unchanged sentences

Accrued Expenses

of June 30, 2025 and December 31, 2024, accrued expenses include the following components:

of September 30, 2025 and December 31, 2024, accrued expenses include the following components:

Schedule of Accrued Expenses

4 unchanged sentences

Short-term Loans – Related Party

loans as of June 30, 2025 and December 31, 2024 consisted of the followings:

loans as of September 30, 2025 and December 31, 2024 consisted of the followings:

Schedule of Short-term Loans

Interest Rate

June 30, 2025

Wizlearn Technologies Pte.

June 30, 2025

Naoaki Mashita

December 31, 2025

Total short-term loans

As of the reporting date, the Company is engaged in discussions with V-cube Inc.

and Wizlearn Technologies Pte.

to extend the maturity date of the term loans to December 31, 2025.

The Company expects to complete the amendment in the third quarter

Wizlearn Technologies

December 31, 2025

Pave Education Pte.

December 31, 2025

short-term loans

Net Loss per Share

1 unchanged sentence

Schedule of Net Loss per Share

Three Months Ended June 30,

Six Months Ended June 30,

Months Ended September 30,

Basic and diluted net loss per common share:

Net loss attributable

Weighted average common shares outstanding – basic and diluted

Net loss per common share – basic and diluted

Weighted average common

shares outstanding – basic and diluted

Net loss per common

share – basic and diluted

following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods

presented because the impact of including them would have been anti-dilutive:

of Dilutive Securities Excluded from Computation of Net Loss

Three Months Ended June 30,

Six Months Ended June 30,

Schedule of Dilutive Securities Excluded from Computation of Net Loss

Months Ended September 30,

Common stock options

Stockholders’ Equity

of June 30, 2025, the Company has authorized 1,000,000 shares of preferred stock with rights and preferences, including voting rights,

Shareholders’ Equity

of September 30, 2025, the Company has authorized 1,000,000 shares of preferred stock with rights and preferences, including voting rights,

to be designated from time to time by the board of directors.

There were no shares of preferred stock issued or outstanding as of June

of June 30, 2025, the Company has authorized 250,000,000 shares of common stock.

Each holder of common stock shall be entitled to one

vote for each share held as of the record date and shall be entitled to receive dividends, when, as and if declared by the stockholders’

meeting or the Board of Directors.

The total common stock issued and outstanding as of June 30, 2025 was 35,117,037 shares.

October 9, 2024, the Company’s sole director and majority stockholder approved a reverse stock split of the Company’s issued

There were no shares of preferred stock issued or outstanding as of September

of September 30, 2025, the Company has authorized 250,000,000

shares of common stock.

holder of common stock is entitled to one vote for each share held as of the record date and is entitled to receive dividends, when,

as and if declared by the shareholders’ meeting or the Board of Directors.

The total common stock issued and

outstanding as of September 30, 2025 was 36,637,646

October 9, 2024, the Company’s sole director and majority shareholder approved a reverse stock split of the Company’s issued

common stock at a ratio of 2:1, which became effective on October 9, 2024 .

6 unchanged sentences

December 23, 2024, the convertible promissory note dated September 5, 2024, held by Naoaki Mashita, the Chief Executive Officer of V-Cube,

Inc., the principal stockholder of the Company, having the outstanding principal balance of $ 317 was partially converted into 689,130

Inc., the principal shareholder of the Company, having the outstanding principal balance of $ 317 was partially converted into 689,130

fully paid and non-assessable unregistered shares of common stock of the Company at a conversation price of $ 0.46 per share, relative

12 unchanged sentences

LLC to assist the Company with its share repurchase program.

April 23, 2025, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Sunpeak

Holdings Corporation (“SHC”), which became effective on April 30, 2025, to settle outstanding claims owed to SHC.

to the Settlement Agreement, SHC has agreed to purchase certain outstanding payables between the Company and designated vendors of the

Company totaling approximately $ 4.9

million (the “Claims”) and will exchange such Claims

for a settlement amount payable in shares of common stock of the Company (the “Settlement Shares”).

The Settlement Shares

shall be priced at the closing price of the Company’s common stock, subject to adjustment pursuant to the terms of the Settlement

The Company shall also issue to SHC, on the issuance date(s), 175,000

April 23, 2025, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with

Sunpeak Holdings Corporation (“SHC”), which became effective on April 30, 2025, to settle outstanding claims owed to

Pursuant to the Settlement Agreement, SHC has agreed to purchase certain outstanding payables between the Company and

designated vendors of the Company totaling approximately $ 4.9

million (the “Claims”) and will exchange such Claims for a settlement amount payable in shares of common stock of the

Company (the “Settlement Shares”).

The Settlement Shares shall be priced at the closing price of the Company’s

common stock, subject to adjustment pursuant to the terms of the Settlement Agreement.

The Company shall also issue to SHC, on the

issuance date(s), 175,000

freely trading shares pursuant to the agreement.

30, 2025, the total 6,442,145

The total as of September 30, 2025 was 5,560,000

shares were issued in settlement of claims.

accordance with ASC 470-50, Debt - Modifications and

Extinguishments , the transaction was accounted

for as a debt extinguishment because the original debt instruments (i.e., payables) were legally discharged, and the terms of the

new consideration (i.e., equity) were substantially different from the debt instruments.

The equity instruments issued were measured

at their fair value on the respective issuance settlement dates.

The difference between the fair value of the common stock and its

par value was recognized as additional paid-in capital, and the expenses related to the debt restructuring was recognized as a loss

on debt restructuring and included in other income (expenses), net in the Consolidated Statements of Operations.

See “Note 11.

Subsequent Events” for more information.

June 23, 2025, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Lincoln Park Capital

Fund, LLC (“Lincoln Park Capital”).

Under the Purchase Agreement, the Company may, from time to time over a 24-month period,

sell to Lincoln Park Capital up to an aggregate of $ 20 million of newly issued shares of its common stock.

During the three months ended

September 30, 2025, the Company sold and issued a total of 1,458,859 shares of common stock for an aggregate purchase price of $ 426 to

Lincoln Park Capital.

In connection with the Purchase Agreement, the Company issued 882,145 shares of common stock to Lincoln Park Capital

as consideration for the commitment fee on June 23, 2025.

Equity incentive plan

11 unchanged sentences

assumptions used to estimate the fair value of the stock option.

Schedule of Assumptions Used to Estimate the Fair Value

of the Stock Option

Expected term

Expected volatility

Expected dividend rate

Risk-free rate

Company recognized stock-based compensation expenses of $ 3,515 and nil during the six months ended June 30, 2025 and 2024, respectively.

Schedule of Assumptions Used to Estimate the Fair Value of the Stock Option

dividend rate

Company recognized stock-based compensation expenses of $ 3,517 and nil during the nine months ended September 30, 2025 and 2024, respectively.

Stock-based compensation expenses are included in selling, general and administrative expenses in the Consolidated Statements of Operations.

following is a summary of stock option activity under the Company’s Equity Incentive Plan during the six months ended June 30,

of Stock Option Activity

Number of shares

Weighted-Average Grant-Date Fair Value

Weighted-average remaining contractual term (in years)

following is a summary of stock option activity under the Company’s Equity Incentive Plan during the nine months ended September

Schedule of Stock Option Activity

Weighted-Average

Grant-Date Fair Value

Weighted-average

remaining contractual term (in years)

Unvested balance as of December 31, 2024

( 1,122,925 )

Unvested balance as of June 30, 2025

of June 30, 2025, the Company’s unrecognized stock based compensation expense for unvested options was $ 4,750 .

Unvested balance as of September 30, 2025

of September 30, 2025, the Company’s unrecognized stock-based compensation expense for unvested options was $ 4,746 .

Disaggregation

tables below reflect revenue by major source and timing of transfer of goods and services for the three months ended June 30, 2025 and

2024 and for the six months ended June 30, 2025 and 2024.

The Company had no revenue derived from geographical regions outside of the

during the six months ended June 30, 2025 and 2024.

All revenue during the six months ended June 30, 2025 and 2024 was recognized

when the performance obligation was satisfied at point in time.

tables below reflect revenue by major source and timing of transfer of goods and services for the three months ended September 30, 2025

and 2024 and for the nine months ended September 30, 2025 and 2024.

The Company had no revenue derived from geographical regions outside

during the nine months ended September 30, 2025 and 2024.

All revenue during the nine months ended September 30, 2025 and

2024 was recognized when the performance obligation was satisfied at point in time.

Schedule of Disaggregation of Revenue

Three Months Ended June 30,

Six Months Ended June 30,

Delivered events - Virtual and Hybrid

Months Ended September 30,

Delivered events - Virtual and

Delivered events - Physical

following table summarizes the activity in deferred revenue during the six months ended June 30, 2025 and the year ended December 31,

following table summarizes the activity in deferred revenue during the nine months ended September 30, 2025 and the year ended December

Schedule of Activity In Deferred Revenue

Six Months ended

Balance, beginning of year

5 unchanged sentences

of Cost of revenue

table below reflects cost of revenue by major source for the three months ended June 30, 2025 and 2024 and for the six months ended June

30, 2025 and 2024.

table below reflects cost of revenue by major source for the three months ended September 30, 2025 and 2024 and for the nine months ended

September 30, 2025 and 2024.

Schedule of Disaggregation of Cost of Revenue

Three Months Ended June 30,

Six Months Ended June 30,

Delivered events - Virtual and Hybrid

Months Ended September 30,

Delivered events - Virtual and

Delivered events - Physical

Consulting and Advisory Agreement

July 18, 2025, the Company entered into a market awareness agreement, dated as of June 27, 2025 (the “MCA Agreement”), with

MicroCap Advisory, LLC (the “MC Advisor”), pursuant to which the MC Advisor will provide investor communications and market

awareness services to the Company for a six-month term.

The MC Advisor will develop and implement a multi-step investor outreach strategy,

including positioning, media planning, and campaign execution.

As compensation, the MC Advisor will receive a $ 15,000 setup fee and $ 100,000

per month, beginning one week after execution of the MCA Agreement.

Additionally, the Company will issue 500,000 fully earned warrants

to the MC Advisor, exercisable at $ 0.40 per share for two years, with anti-dilution adjustments in the event of a reverse stock split

and cashless exercise rights if unregistered.

Either party may terminate the MCA Agreement after 60 days upon 30 days’ written

As of the date of this quarterly report, the Company has not issued any warrants to the MC Advisor.

The Company expects to issue

the foregoing warrants to the MC Advisor by the end of 2025.

February 5, 2024, the V-Cube, Inc., the principal shareholder of the Company, entered into a consulting and services agreement with Spirit

On July 18, 2025, the Company entered into a market

awareness agreement, dated as of June 27, 2025 (the “MCA Agreement”), with MicroCap Advisory, LLC (the “MC Advisor”),

pursuant to which the MC Advisor will provide investor communications and market awareness services to the Company for a six-month term.

The MC Advisor will develop and implement a multi-step investor outreach strategy, including positioning, media planning, and campaign

As compensation, the MC Advisor will receive a $ 15,000 setup fee and $ 100,000 per month, beginning one week after execution

of the MCA Agreement.

Additionally, the Company will issue 500,000 fully earned warrants to the MC Advisor, exercisable at $ 0.40 per share

for two years, with anti-dilution adjustments in the event of a reverse stock split and cashless exercise rights if unregistered.

party may terminate the MCA Agreement after 60 days upon 30 days’ written notice.

As of the date of this quarterly report, the Company

has not issued any warrants to the MC Advisor.

The Company expects to issue the foregoing warrants to the MC Advisor by the end of 2025.

February 5, 2024, the V-Cube, Inc., the majority shareholder of the Company, entered into a consulting and services agreement with Spirit

Advisors, which agreement was assigned to and assumed by the Company on September 5, 2024.

1 unchanged sentence

to compensate Spirit Advisors with warrants, which became exercisable upon completion of the Company’s IPO for the period of 10

years to purchase 4.9 % of the fully diluted share capital of the Company as of February 12, 2024 for an exercise price per share of US$ 0.02 ,

years to purchase 4.9 % of the fully diluted share capital of the Company as of February 12, 2024 for an exercise price per share of $ 0.02 ,

subject to adjustments as set forth in the warrants, as partial compensation for professional services provided by Spirit Advisors in

4 unchanged sentences

Related Party

related parties that had material balances as of June 30, 2025 and December 31, 2024 and transactions for the six months ended June 30,

2025 and 2024 consist of the following:

related parties that had material balances as of September 30, 2025 and December 31, 2024 and transactions for the nine months ended

September 30, 2025 and 2024 consist of the following:

Schedule of Related Parties Material Balances and Transactions

Name of Related Party

Nature of Relationship as of June 30, 2025

The principal shareholder of the Company

Wizlearn Technologies Pte.

of Related Party

of Relationship at September 30, 2025

The majority shareholder of the Company

Wizlearn Technologies

An affiliate of the Company

Naoaki Mashita

Chief Executive Officer of V-Cube, Inc., the principal stockholder of the Company

Name of Related Party

Nature of Relationship at December 31, 202 4

Chief Executive Officer of V-Cube, Inc.,

the majority shareholder of the Company

of Related Party

of Relationship at December 31, 2024

Dyventive, Inc

A company controlled by Dave Kovalcik, the director of V-cube Inc., the principal shareholder of the Company

A company controlled by an immediate family member of Dave Kovalcik, the director of V-cube Inc., the principal shareholder of the Company

A company controlled by Dave Kovalcik, the

director of V-cube Inc., the majority shareholder of the Company

A company controlled by an immediate family

member of Dave Kovalcik, the director of V-cube Inc., the majority shareholder of the Company

PharMethod, Inc

A company controlled by Dave Kovalcik, the director of V-cube Inc., the principal shareholder of the Company

The principal shareholder of the Company

Wizlearn Technologies Pte.

A company controlled by Dave Kovalcik, the

director of V-cube Inc., the majority shareholder of the Company

The majority shareholder of the Company

Wizlearn Technologies

An affiliate of the Company

Company had the following related party balances as of June 30, 2025 and December 31, 2024:

Company had the following related party balances as of September 30, 2025 and December 31, 2024:

Schedule of Related Party Balances

Nature of transactions

Receivable due from related parties:

Dyventive, Inc

Accounts receivable related to sales from delivered events

PharMethod, Inc

Accounts receivable related to sales from delivered events

Advance to related party:

Advance payment made for IT outsourcing and market advisory services

Advance payment made for marketing and business development

to related party:

Advance payment made for IT outsourcing

and market advisory services

Advance payment made for marketing and business

Advance payment made for consultancy services

Advance payment made for advisory services

Payable due to related party:

due to related party:

Accounts payable related to rental expenses

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Accounts payable related to operating expenses

Short-term loans due to related parties:

loans due to related parties:

Loan payable for working capital

Wizlearn Technologies Pte.

Wizlearn Technologies

Loan payable for working capital

Pave Education Pte.

Loan payable for working capital

Naoaki Mashita

Loan payable for working capital

- related party, including $ 2,102 classified as current and $ 2,893 classified as long-term, represent payments the Company made

on behalf of its principal stockholder, V-Cube, Inc., for services that will be provided to V-Cube, Inc.

These amounts will be reimbursed

to the Company by V-Cube, Inc.

Advance – related party balances are unsecured and bearing no interest.

Company had the following related party transactions for the six months ended June 30, 2025 and 2024:

— related party balances are unsecured and bearing no interest, including $ 2,102

classified as current and $ 2,624

classified as long-term, represent payments the Company made on behalf of its majority shareholder, V-Cube, Inc., for services that

will be provided to V-Cube, Inc.

These amounts will be reimbursed to the Company by V-Cube, Inc.

Company had the following related party transactions during the nine months ended September 30, 2025 and 2024:

Schedule of Related Party Transactions

Months Ended June 30,

of transactions

from related parties:

Dyventive, Inc

Sales from delivered

Months Ended September 30,

related parties:

Sales from delivered events

PharMethod, Inc

Sales from delivered events

Selling, General and Administrative Expenses with related party:

Rental expense for the Company’s

Selling, General

and Administrative Expenses with related party:

Rental expense for the Company’s office

Subsequent Events

Company has evaluated subsequent events after the consolidated balance sheet date through August 13, 2025, the date the consolidated

Company has evaluated subsequent events after the consolidated balance sheet date through November 10, 2025, the date the consolidated

financial statements were available for issuance.

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except those disclosed below.

to September 30, 2025, the Company issued 4,454,818 shares of common stock to Lincoln Park for a price of weighted average price of $ 0.32

per share, or an aggregate of $ 945,542 , pursuant to the terms of the Purchase Agreement.

The Company also issued 2,000,000 shares of

common stock to Spirit Advisors LLC in exchange for advisory services related to the Company’s financing initiatives.

October 28, 2025, SHC initiated a share exchange of 1,500,000 for a partial repayment of debt obligations.

Following this, on

October 31, 2025, the Company and SHC entered into a Release Agreement (the “Release”) pursuant to which SHC agreed to

release the Company from any and all further payments or obligations under the Settlement Agreement in exchange for a payment of

from the Company, which payment was made on October 30, 2025.

Pursuant to the terms of the Release, the Company is liable for any

remaining Claims which were not satisfied by SHC pursuant to the terms of the Settlement Agreement.

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