What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-10 · 287 added, 361 removed, 449 unchanged (59% of the section changed)

7 unchanged sentences

Accounts receivable, net

Advance - related party

Receivable due from related

expenses and other current assets

1 unchanged sentence

Non-current Assets:

Advance - non-current -

related party

Property and equipment,

1 unchanged sentence

Non-current Assets

LIABILITIES AND SHAREHOLDERS’

LIABILITIES AND STOCKHOLDERS’

Current Liabilities:

Accounts payable

Accrued expenses

Trade accounts payable

Other payable and accrued

Deferred revenue

3 unchanged sentences

Current Liabilities

Non-current Liabilities:

Non-current Liability:

operating lease liabilities

Non-current Liabilities

Shareholders’ Equity:

Non-current Liability

Commitment and Contingencies (Note 6)

Stockholders’ Equity:

Preferred stock;

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

$ 0.0001 par value – 1,000,000 shares authorized

as of March 31, 2026 and December 31, 2025;

No shares issued or outstanding as of March 31, 2026 and December 31, 2025

Common stock, $ 0.0001 par value – 250,000,000 shares authorized

as of March 31, 2026 and December 31, 2025;

3,977,443 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Additional paid-in capital

Shareholders’ Equity (Deficit)

Liabilities & Shareholders’ Equity

Stockholders’ Equity

Liabilities & Stockholders’ Equity

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

3 unchanged sentences

thousands, except share and per share data)

Months Ended Sep 30,

Months Ended March 31,

Cost of revenue

6 unchanged sentences

Loss before income taxes

Income tax credit

Income tax expense

Net loss per share attributable

to common shareholders, basic and diluted

to common stockholders, basic and diluted

Weighted-average number

3 unchanged sentences

AND SUBSIDIARIES

STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

thousands, except share data)

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

December 31, 2024

of shares upon initial public offering, net off offering costs

Stock-based compensation

Issuance of shares in connection with consulting

Issuance of shares in settlement of claims,

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

of shares in connection with consulting agreement

March 31, 2025

Stockholders’

Balance, December 31, 2023

Balance, September

December 31, 2025

March 31, 2026

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

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Months Ended September 30,

Months Ended March 31,

Cash flows from operating

5 unchanged sentences

Stock-based compensation

Loss on extinguishment

Changes in operating assets

1 unchanged sentence

Accounts receivable

Advance - related party

Advance – related

Prepaid expenses and other

Income tax receivable

Accounts payable

Accrued expenses

Other payable and accrued

Deferred revenue

lease liabilities

Net cash used in operating

Net cash used in by operating

Cash flows from investing

Purchase of property and equipment

Purchase of capitalized

internal-use software

Net cash used in investing

Cash used in investing

Cash flows from financing

2 unchanged sentences

Proceed from issuance of shares

Payment for deferred offering costs

Net cash provided by financing

Payment for deferred offering

Net cash (used in) provided

by financing activities

Net change in cash and cash equivalents

3 unchanged sentences

at end of period

Non-cash investing and financing

Settlement of debt through offsetting with

receivable due from related party

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

2 unchanged sentences

TO CONSOLIDATED FINANCIAL STATEMENTS

thousands, except share and per share data)

Organization, Nature of Business

1 unchanged sentence

(the “Company”) was incorporated on February 12, 2024 in Pennsylvania to act as the holding company of TEN

(“Ten Events”), which was incorporated in Pennsylvania on December 5, 2011 and is an operating entity.

was formed for the purpose of planning, producing, and broadcasting virtual and hybrid events using its event platform, the Xyvid Pro

Platform, and delivering physical events.

Ten Events’ platform provides a dynamic, interactive, and engaging virtual event experience

to its clients and enables clients to engage and interact with their target audience anywhere in the world through event webcasting.

(“TEN Events”), which was incorporated in Pennsylvania in May of 2011 and is an operating entity.

was formed for the purpose of planning, producing, and broadcasting virtual, hybrid and self-service events using its event platforms,

the Xyvid Pro platform and TEN Pro platform, and delivering physical events.

TEN Events’ platform provides a dynamic, interactive,

and engaging virtual event experience to its clients and enables clients to engage and interact with their target audience anywhere in

the world through event webcasting.

incorporation, the Company issued 100 shares of common stock with no stated par value.

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 shareholder.

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

The Company acquired

1,000 shares of TEN Events from V-Cube, Inc.

for 100 shares of common stock of the Company’s.

After the share exchange, Ten Events became

a wholly owned subsidiary of the Company.

in exchange for 100 shares of common stock of the Company.

After the share exchange, TEN

Events became a wholly owned subsidiary of the Company.

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

2 unchanged sentences

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.

October 9, 2024, the Company’s sole director and the 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.

reorganization involved entities under common control.

Under the guidance in ASC 805-50, for transactions between entities under common

5 unchanged sentences

periods as a single economic enterprise although legal parent-subsidiary relationship were not established.

November 10, 2025, the Company’s Board of Directors approved a reverse stock split of the Company’s issued common stock at

a ratio of 15:1 , which became effective on December 1, 2025.

Company has evaluated whether there are certain conditions and events, considered in aggregate, that raise substantial doubt about the

6 unchanged sentences

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

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.

Company may consider obtaining additional financing in the future through the issuance of the Company’s common stock, through other

equity or debt financing, or other means.

The Company, however, is dependent upon its ability to obtain new revenue generating customer

contracts and its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful.

For the three months

ended March 31, 2026, the Company had a net loss of $ 2.9 million, net cash used in operations of $ 1.1 million, and as of March 31, 2026,

the Company had an accumulated deficit of $ 24.3 million.

These factors raise substantial doubt regarding the Company’s ability

to continue as a going concern.

plans to address these conditions include pursuing additional revenue-generating customer contracts, implementing cost control measures,

obtaining financial support from related parties, and evaluating additional debt or equity financing alternatives.

In March 2026, the

Company entered into a Corporate Support and Funding Agreement with V-Cube, Inc., pursuant to which V-Cube committed to provide financial

support in the aggregate amount of $ 5.4 million, payable in installments during 2026.

There can be no assurance that the Company will be successful in obtaining

new customer contracts, receiving related-party support when needed, or securing additional financing on acceptable terms or at all.

financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts, or the amounts

34 unchanged sentences

of current events and actions that the Company may undertake in the future and include, but are not limited to, allowance for credit

losses, useful lives of property and equipment and capitalized software, the carrying value of operating lease right-of-use assets and

impairment of long-lived assets.

losses, useful lives of property and equipment and capitalized software, the carrying value of operating lease right-of-use assets, impairment

of long-lived assets and valuation allowance of deferred tax assets.

Actual results could differ from those estimates.

8 unchanged sentences

– Recognition of revenue when, or as, a performance obligation is satisfied

virtual and physical event revenue

from hybrid, virtual and physical events is generated from producing and delivering hybrid or virtual events using the Company’s

platform, the Xyvid Pro Platform, or delivering physical events.

Virtual events are online events and conferences where participants

interact in an online environment, and physical events are events where participants meet in a physical location.

virtual, self-service and physical event revenue

from hybrid, virtual, self-service and physical events is generated from producing and delivering hybrid, virtual or self-service events

using the Company’s platforms, the Xyvid Pro and TEN Pro platforms and SaaS Development, or delivering physical events.

events are online events and conferences where participants interact in an online environment, and physical events are events where participants

meet in a physical location.

transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services

42 unchanged sentences

risk of loss to be minimal.

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

the three months ended March 31, 2026 and 2025, there were two customers 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

As of March 31, 2026 and December 31, 2025, there were three customers who accounted for more than 10 % of the

Company’s total accounts receivable in both periods.

the three months ended March 31, 2026 and 2025, there were two and three suppliers, respectively, who accounted for more than 10 % of the Company’s total

As of March 31, 2026 and December 31, 2025, there were two and five suppliers, respectively, who accounted for more than 10 % of the

Company’s total accounts payable.

and Cash Equivalents

12 unchanged sentences

each balance sheet date, the Company recognizes an expected allowance for credit losses.

In addition, also at each reporting date, this

estimate is updated to reflect any changes in credit risk since the receivable was initially recorded.

This estimate is calculated on

a pooled basis where similar risk characteristics exist.

In addition, at each reporting date, this estimate

is updated to reflect any changes in credit risk since the receivable was initially recorded.

This estimate is calculated on a pooled

basis where similar risk characteristics exist.

allowance estimate is derived from a review of the Company’s historical losses on the aging of receivables.

5 unchanged sentences

The Company did

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

no t record an allowance for credit loss as of March 31, 2026 and December 31, 2025.

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 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.

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

months ended March 31, 2026 and the year ended December 31, 2025.

Offering Costs

6 unchanged sentences

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 September 30, 2025.

was no balance as of March 31, 2026.

and Equipment, Net

3 unchanged sentences

useful lives of assets are as follows:

Schedule of Estimated Useful Lives of Assets

of Estimated Useful Lives of Assets

and Equipment

12 unchanged sentences

period of benefit, which is approximately five to seven years, and are recorded in cost of revenue in the Consolidated Statements of

or Disposal of Long-Lived Assets

Impairment of Long-Lived Assets

assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may

51 unchanged sentences

The current portion of deferred revenue balances is recognized over the next 12 months.

The amount of revenue recognized

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.

During the three months ended March 31, 2026 and 2025, the Company recognized

revenue of approximately $ 0.3 million and $ 0.2 million, respectively, that was included in deferred revenue at the beginning of each respective

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

and Marketing Costs

and marketing costs are expensed as incurred and are included in selling, general and administrative expenses in the Consolidated Statement

and marketing costs are expensed as incurred and are included in selling, general and administrative expenses in the Consolidated Statements

of Operations.

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

For the three months ended March 31, 2026 and 2025, these costs were $ 0.2 million and $ 0.2 million, respectively.

Substantially

3 unchanged sentences

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

During the nine months

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

During the three months

ended March 31, 2026 and 2025, the Company recognized $ 0.002 million and $ 0.02 million, respectively, of expenses for the defined contribution

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

19 unchanged sentences

Loss per Share

net loss per common stock is calculated by dividing the net loss by the weighted-average number of common stocks outstanding during the

period, without consideration for potentially dilutive securities.

Diluted net loss per common stock is computed by dividing the net

loss by the weighted-average number of common stocks and potentially dilutive securities outstanding for the period determined using

the treasury stock method.

net loss per common stock is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding

during the period, without consideration for potentially dilutive securities.

Diluted net loss per common stock is computed by dividing

the net loss by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period

determined using the treasury stock method.

Issued Accounting Pronouncements

2 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.

September 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

This ASU clarifies the

interim disclosure requirements and the applicability of Topic 270.

The guidance is effective for interim reporting periods within annual

reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact that adoption of this guidance will

have on its consolidated financial statements.

December 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (ASC 815) and Revenue from Contracts with Customers (ASC 606):

Scope Refinements and Share-Based Noncash Consideration .

This ASU clarifies the scope of derivative accounting for certain contracts

and the accounting for share-based noncash consideration received from customers.

The guidance is effective for fiscal years beginning

after December 15, 2026, including interim periods.

The Company is currently evaluating the impact that adoption of this guidance will

have on its consolidated financial statements.

September 2025, the FASB issued ASU No.

2025-06 Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software This ASU modernizes the accounting for software costs that are

accounted for under Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software.

The guidance is effective

for fiscal years beginning after December 15, 2027, 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 adoption of this ASU

will have on its consolidated financial statements.

November 2024, the FASB issued ASU No.

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for interim and annual reporting periods, additional information about certain income statement expense categories.

The requirements

are effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027.

The guidance is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027.

are permitted to apply either the prospective or retrospective transition methods.

1 unchanged sentence

the adoption of this ASU will have on its consolidated financial statements.

December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The standard requires

entities to disclose specific categories in the rate reconciliation and to provide additional information for reconciling items that

meet a quantitative threshold.

It also requires entities to disclose certain information about income taxes paid and other disclosures

related to income and income tax expense from continuing operations.

The standard is effective for fiscal years beginning after December

15, 2024 for public business entities and for fiscal years beginning after December 15, 2025 for all other entities.

The Company is currently

evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure

Update and Simplification Initiative” (“ASU 2023-06”).

This ASU incorporates certain SEC disclosure requirements into

the FASB Accounting Standards Codification (“ASC”).

The amendments in the ASU are expected to clarify or improve disclosure

and presentation requirements of a variety of ASC Topics, allow users to more easily compare entities subject to the SEC’s existing

disclosures with those entities that were not previously subject to the requirements, and align the requirements in the ASC with the

SEC’s regulations.

The ASU has an unusual effective date and transition requirements since it is contingent on future SEC rule

If the SEC fails to enact required changes by June 30, 2027, this ASU is not effective for any entities.

Early adoption is not

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

October 2023, the FASB issued ASU No.

2023-06, “Disclosure Improvements:

Codification Amendments in Response to the

SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”).

This ASU incorporates certain SEC

disclosure requirements into the FASB Accounting Standards Codification (“ASC”).

The amendments in the ASU are expected

to clarify or improve disclosure and presentation requirements of a variety of ASC Topics, allow users to more easily compare

entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements,

and align the requirements in the ASC with the SEC’s regulations.

The ASU has an unusual effective date and transition

requirements since it is contingent on future SEC rule setting.

If the SEC fails to enact required changes by June 30, 2027, this

ASU is not effective for any entities.

Early adoption is not permitted.

The Company is currently evaluating the impact that the

adoption of this standard will have on its consolidated financial statement.

Property and Equipment, Net

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

of March 31, 2026 and December 31, 2025, property and equipment consisted of the following:

Schedule of Property and Equipment

5 unchanged sentences

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.

Company recognized depreciation expenses on property and equipment of $ 0.01 million and $ 0.01 million during the three months ended March

31, 2026 and 2025, respectively.

Intangible Assets, Net

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

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

Schedule of Intangible Assets

Capitalized software

Under the application

development stage

the year ended December 31, 2025, the Company has performed impairment assessment and identified triggering events including recurring

operating losses and negative cash flows indicating that the carrying amount of the intangible assets may not be recoverable.

the Company recognized an impairment loss of $ 4.2 million related to the capitalized software.

of March 31, 2026 and December 31, 2025, intangible assets consisted of the following:

of Intangible Assets

Total intangible assets

Accumulated Amortization

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

Company recognized amortization expenses on intangible assets of nil and $ 0.1 million during the three months ended March 31, 2026 and

2025, respectively.

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

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

As of March 31, 2026 and December 31, 2025, the following amounts

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

5 unchanged sentences

Operating lease liabilities - Non-current

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

following table summarizes the contractual maturities of operating lease liabilities as of March 31, 2026:

Schedule of Maturities of Operating Lease Liabilities

Year Ending December 31,

2026 (remaining)

4 unchanged sentences

Non-current lease liabilities

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

following table illustrates information for the Company’s operating lease during the three months ended March 31, 2026 and the

year ended December 31, 2025:

1 unchanged sentence

Total operating lease cost

Short-term lease cost

Cash paid for amounts included in the measurement

4 unchanged sentences

and Commitments

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

were no commitments under certain purchase or guarantee arrangements as of March 31, 2026 and December 31, 2025.

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 September 30, 2025 and December 31, 2024.

There were no such material matters as of March 31, 2026 and December 31, 2025, except those disclosed below.

October 27, 2025, the Company received a grand jury subpoena from the U.S.

Attorney’s Office in connection with an investigation

in the Southern District of New York.

The subpoena calls for the production of documents relating to the Company’s initial public

The Company has produced records in response to that grand jury subpoena.

Subsequently, the Company received an additional

DOJ request for information to include documents and communications relating to four contracts the Company executed after its IPO.

Company is complying with this additional request for information.

October 28, 2025, the Company learned that the SEC is conducting a related investigation pursuant to its authority.

2026, the Company received a subpoena for documents from the SEC, which also calls for the production of documents and

communications related to the Company’s initial public offering and other items.

The Company is aware that its former Chief

Executive Officer also received a SEC subpoena that seeks records and communications relating to these investigations.

Company is fully cooperating with both investigations and will comply with its obligations under the subpoenas.

The Company cannot predict

the scope or timing of the investigations, the resolution or the outcome of the investigations, the costs or the potential impact on

Indemnification

2 unchanged sentences

However, the Company may record charges in the future as a result of these indemnification obligations.

Accrued Expenses

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

Other Payables and Accrued Expenses

of March 31, 2026 and December 31, 2025, other payable and accrued expenses include the following components:

Schedule of Accrued Expenses

Other payable

Accrued operating expenses

1 unchanged sentence

Other accrued expenses

Total accrued expenses

Total other payable

and accrued expenses

Short-term Loans – Related Party

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

loans – related party as of March 31, 2026 and December 31, 2025 consisted of the following:

Schedule of Short-term Loans

December 31, 2025

Wizlearn Technologies

December 31, 2025

June 30, 2026

Wizlearn Technologies Pte.

June 30, 2026

Pave Education Pte.

December 31, 2025

short-term loans

June 30, 2026

Naoaki Mashita

June 30, 2026

Total short-term loans

Company’s outstanding short-term loans from related parties are unsecured and are contractually repayable at their respective maturity

dates in accordance with the underlying loan agreements.

Net Loss per Share

1 unchanged sentence

Schedule of Net Loss per Share

Months Ended September 30,

month ended March 31,

Basic and diluted net loss per common share:

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Schedule of Dilutive Securities Excluded from Computation of Net Loss

Months Ended September 30,

month ended March 31,

Common stock options

Shareholders’ Equity

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

Stockholders’ Equity

of March 31, 2026, 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 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 .

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

of common stock were issued and outstanding.

The Company believes it is appropriate to reflect the above transactions on a retroactive

basis in accordance with ASC 260.

All references made to share or per share amounts herein have been retroactively adjusted to reflect

the 2:1 reverse split.

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 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

to the principal amount outstanding, in accordance with the terms thereof.

February 18, 2025, the Company completed its initial public offering (“IPO”) of 1,667,000 shares of common stock at a public

offering price of $ 6.00 per share.

The net proceeds to the Company from the IPO, after deducting underwriting discounts and offering

expenses of approximately $ 1,102 payable by the Company, were approximately $ 8,900 .

February 19, 2025, Spirit Advisors, LLC (“Spirit Advisors”) elected to exercise certain warrants in full that were issued

to it by the Company in partial consideration for consulting services rendered in connection with the IPO.

The net shares issued pursuant

to such exercise were 1,337,312 shares of the Company’s common stock.

March 17, 2025, the Company’s Board of Directors approved a share repurchase program under which the Company may repurchase up

to $ 1,000 of its outstanding shares of common stock.

On March 18, 2025, the Company entered into a letter agreement with Bancroft Capital,

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

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.

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

shares were issued in settlement of claims.

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.

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

of March 31, 2026, the Company is authorized to issue 250,000,000 shares of common stock, par value $ 0.0001 per share.

Each holder of

common stock is entitled to one vote per share and to receive dividends when and if declared by the Board of Directors.

of March 31, 2026, there were 3,977,443 shares of common stock issued and outstanding.

December 1, 2025, the Company effected a 1-for-15 reverse stock split of its issued and outstanding common stock.

All share and per share

amounts presented herein have been retroactively adjusted to reflect the reverse stock split.

the three months ended March 31, 2026, there were no material issuances of common stock.

of March 31, 2026, the Company has an effective Common Stock Purchase Agreement with Lincoln Park Capital Fund, LLC, pursuant to which

the Company may, from time to time, sell shares of its common stock for aggregate gross proceeds of up to $ 20.0 million, subject to the

terms and conditions set forth in the agreement.

No shares were issued under this agreement during the three months ended March 31, 2026.

Equity Incentive Plan

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and employees to purchase an aggregate of 176,017 shares of common stock at an exercise price of $ 6.90 per share.

The options have

a contractual term of ten years and vest upon the satisfaction of service conditions for Company employees and performance conditions

for Company directors.

Of the 2,640,250 stock options granted, 1,122,925 stock options vested on February 18, 2025 upon the completion

of the Company’s IPO.

The options have a

contractual term of ten years and vest upon the satisfaction of service conditions for Company employees and performance conditions for

Company directors.

Of the 176,017 stock options granted, 74,862 stock options vested on February 18, 2025 upon the completion of the

Company’s IPO.

fair value of the stock options was estimated using the Black-Scholes option-pricing model.

2 unchanged sentences

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 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 September 30, 2025

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

Expected term

Expected volatility

Expected dividend rate

Risk-free rate

Company recognized stock-based compensation expenses of $ 0.3 million and $ 3.5 million during the three months ended March 31, 2026 and

2025, respectively.

Stock-based compensation expenses are included in selling, general and administrative expenses in the Consolidated

Statements of Operations.

of March 31, 2026, the Company’s unrecognized stock-based compensation expense for unvested options was $ 3.2 million.

Disaggregation

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.

tables below reflect revenue by major source and timing of transfer of goods and services for the three months ended March 31, 2026 and

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

during the three months ended March 31, 2026 and

All revenue during the three months ended March 31, 2026 and 2025 was recognized when the performance obligation was satisfied

at point in time.

Schedule of Disaggregation of Revenue

Months Ended September 30,

Month Ended March 31,

Delivered events - Virtual and

Delivered events - Physical

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

following table summarizes the activity in deferred revenue during the three months ended March 31, 2026 and the year ended December

Schedule of Activity In Deferred Revenue

Balance, beginning of year

Three Month Ended March 31,

Balance, beginning of period

Revenue earned

Deferral of revenue

Balance, end of year

Balance, end of period

Cost of Revenue

1 unchanged sentence

of Cost of revenue

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.

table below reflects cost of revenue by major source for the three months ended March 31, 2026 and 2025.

Schedule of Disaggregation of Cost of Revenue

Months Ended September 30,

Month Ended March 31,

Delivered events - Virtual and

1 unchanged sentence

Consulting and Advisory Agreement

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.

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 received a $ 15,000 setup fee and is entitled

to $ 100,000 per month, beginning one week after execution of the MCA Agreement.

Additionally, pursuant to the MCA Agreement, the MC Advisor is entitled to receive 33,333 warrants, exercisable at $ 6.00 per share for two years, with anti-dilution adjustments in the event of a reverse stock

split and cashless exercise rights if unregistered.

As of March 31, 2026 and through the date of this report, the warrants

had not been legally issued or granted, and no warrant agreement had been executed.

The issuance of the warrants remains subject to completion

of the applicable corporate approval and issuance process.

Accordingly, the Company has not recorded any warrant-related expense or additional

paid-in capital related to the MCA Agreement as of March 31, 2026.

If and when the warrants are legally issued or granted, the Company

will measure the fair value of the warrants on the grant date and recognize the related expense within selling, general and administrative

expenses, with a corresponding increase to additional paid-in capital, as applicable.

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.

Pursuant to the agreement, the Company agreed

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 $ 0.02 ,

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

connection with the IPO.

As of the date of this report, the Company has not determined the timing

of any issuance of warrants to the MC Advisor.

February 5, 2024, V-Cube, Inc., the former principal stockholder 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.

Pursuant to the agreement, the Company

agreed 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 $ 0.3 , subject to adjustments as set forth in the warrants, as partial compensation for professional services provided by Spirit Advisors

in connection with the IPO.

warrants became exercisable upon the completion of the IPO.

1 unchanged sentence

The net shares issued under this exercise were 89,154 shares of common stock.

These transactions were recorded within stockholders’

Related Party

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:

related parties that had material balances and transactions as of March 31, 2026 and December 31, 2025 and for the three months ended

March 31, 2026 and 2025 consist of the following:

Schedule of Related Parties Material Balances and Transactions

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 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 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 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 September 30, 2025 and December 31, 2024:

of Relationship at March 31, 2026

largest stockholder of the Company

Technologies Pte.

affiliate of the Company and a subsidiary of V-Cube, Inc.

Education Pte.

affiliate of the Company and a subsidiary of V-Cube, Inc.

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

Company had the following related party balances as of March 31, 2026 and December 31, 2025:

Schedule of Related Party Balances

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

due to related party:

Accounts payable related to rental expenses

PharMethod, Inc

Accounts payable related to operating expenses

loans due to related parties:

Nature of transactions

Receivable due from related party:

For additional paid-in capital **

Short-term loans due to related party:

Loan payable for working capital

Wizlearn Technologies

Wizlearn Technologies Pte.

Loan payable for working capital

3 unchanged sentences

Loan payable for working capital

— 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 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 office

Company’s outstanding short-term loans from related parties are unsecured and are contractually repayable at their respective maturity

dates in accordance with the underlying loan agreements.

Company had no operating transactions with its related parties during the three months ended March 31, 2026 and 2025.

** On March 18, 2026, the Company entered into a Corporate Support and Funding Agreement (the

“Agreement”) with V-Cube, Inc., a related party, pursuant to which V-Cube committed to provide aggregate capital contributions

of $ 5.4 million to support the Company’s operations.

The contributions are scheduled to be funded in installments of $ 1.1 million

on March 31, 2026, $ 1.5 million on September 30, 2026, and $ 2.8 million on December 31, 2026.

As of March 31, 2026, the Company offset $ 1.1

million against related-party balances and recorded a related-party receivable of $ 4.3 million, representing the remaining committed amount

due from the related party.

Subsequent Events

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

Company has evaluated subsequent events after the consolidated balance sheet date through May 14, 2026, the date the consolidated

financial statements were available for issuance.

1 unchanged sentence

subsequent to the consolidated balance sheet date that require both recognition and disclosure in the consolidated financial statements.

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