TEN Holdings, Inc. 10-Q

Item 1. Financial Statements TEN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) March 31, December 31, 2026 2025 (Unaudited) (Audited) ASSETS 　 　 Current Assets: Cash and cash equivalents $ 79 $ 1,631 Accounts receivable, net 596 635 Receivable due from related party 4,300 5,400 Prepaid expenses and other current assets 2,408 2,759 Total Current Assets 7,383 10,425 Non-current Assets: Property and equipment, net 161 172 Operating lease right-of-use assets, net 436 455 Other assets — 914 Total Non-current Assets 597 1,541 Total Assets $ 7,980 $ 11,966 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Trade accounts payable $ 444 $ 284 Other payable and accrued expenses 2,112 1,900 Deferred revenue 259 430 Current portion of operating lease liabilities 82 80 Short-term loans - Related party 3,021 4,571 Total Current Liabilities 5,918 7,265 Non-current Liability: Non-current operating lease liabilities 400 422 Total Non-current Liability 400 422 Total Liabilities 6,318 7,687 Commitment and Contingencies (Note 6) - - Stockholders’ Equity: Preferred stock; $ 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 25,996 25,710 Accumulated deficit ( 24,334 ) ( 21,431 ) Total Stockholders’ Equity 1,662 4,279 Total Liabilities & Stockholders’ Equity $ 7,980 $ 11,966 The accompanying notes are an integral part of the consolidated financial statements. * Less than $1,000 1 TEN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) (Unaudited) 2026 2025 Three Months Ended March 31, 2026 2025 Revenue $ 853 $ 739 Cost of revenue ( 307 ) ( 186 ) Gross profit 546 553 Operating expenses: Selling, General and Administrative Expenses 3,378 5,166 Depreciation expenses 11 149 Total operating expenses 3,389 5,315 Loss from operations ( 2,843 ) ( 4,762 ) Other income (expenses), net 1 ( 5 ) Interest expenses, net ( 61 ) ( 69 ) Loss before income taxes ( 2,903 ) ( 4,836 ) Income tax expense — — Net Loss $ ( 2,903 ) $ ( 4,836 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.73 ) $ ( 2.68 ) Weighted-average number of common stocks outstanding used to compute net loss per share, basic and diluted 3,977,443 1,805,086 The accompanying notes are an integral part of the consolidated financial statements. 2 TEN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY) (in thousands, except share data) (Unaudited) Shares** Amount Capital Deficit (Deficit) 　 　 Stock Class Additional Total Stockholders’ Common Stocks Paid-In Accumulated Equity Shares Amount Capital Deficit (Deficit) Balance, December 31, 2024 1,712,609 $ - * $ 322 $ ( 1,922 ) $ ( 1,600 ) Issuance of shares upon initial public offering, net off offering costs 111,133 - * 7,842 — 7,842 Stock-based compensation — — 3,512 — 3,512 Issuance of shares in connection with consulting agreement 89,154 - * - * — - * Net loss — — — ( 4,836 ) ( 4,836 ) Balance, March 31, 2025 1,912,896 $ - * $ 11,676 $ ( 6,758 ) $ 4,918 Stock Class Additional Total Stockholders’ Common Stocks Paid-In Accumulated Equity Shares Amount Capital Deficit (Deficit) Balance, December 31, 2025 3,977,443 $ - * $ 25,710 $ ( 21,431 ) $ 4,279 Stock-based compensation — — 286 — 286 Net loss — — — ( 2,903 ) ( 2,903 ) Balance, March 31, 2026 3,977,443 $ — $ 25,996 $ ( 24,334 ) $ 1,662 The accompanying notes are an integral part of the consolidated financial statements. * Less than $1,000 3 TEN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) 2026 2025 Three Months Ended March 31, 2026 2025 Cash flows from operating activities: Net loss $ ( 2,903 ) $ ( 4,836 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 11 149 Noncash lease expenses 19 18 Noncash interest expenses 61 69 Stock-based compensation 286 3,512 Changes in operating assets and liabilities: Accounts receivable 39 203 Advance – related party — ( 5,265 ) Prepaid expenses and other assets 352 ( 33 ) Other assets 914 — Accounts payable 158 ( 321 ) Other payable and accrued expenses 151 ( 387 ) Deferred revenue ( 170 ) 123 Operating lease liabilities ( 20 ) ( 17 ) Net cash used in by operating activities ( 1,102 ) ( 6,785 ) Cash flows from investing activities: Purchase of capitalized internal-use software — ( 273 ) Cash used in investing activities — ( 273 ) Cash flows from financing activities: Proceeds from short-term loans - Related party — 385 Repayments of short-term loans - Related party ( 450 ) ( 2,000 ) Proceed from issuance of shares — 8,900 Payment for deferred offering costs — ( 28 ) Net cash (used in) provided by financing activities ( 450 ) 7,257 Net change in cash and cash equivalents ( 1,552 ) 199 Cash and cash equivalents at beginning of period 1,631 48 Cash and cash equivalents at end of period $ 79 $ 247 Non-cash investing and financing activities: Settlement of debt through offsetting with receivable due from related party $ 1,100 $ — The accompanying notes are an integral part of the consolidated financial statements. 4 TEN HOLDINGS, INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization, Nature of Business TEN Holdings, Inc. (the “Company”) was incorporated on February 12, 2024 in Pennsylvania to act as the holding company of TEN Events, Inc. (“TEN Events”), which was incorporated in Pennsylvania in May of 2011 and is an operating entity. TEN Events 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. At 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 then-principal stockholder. The Company acquired 1,000 shares of TEN Events from V-Cube, Inc. 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. On July 24, 2024, the Company changed its domicile of incorporation from the Commonwealth of Pennsylvania to the state of Nevada. Thereupon, 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 shares. On 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. The reorganization involved entities under common control. Under the guidance in ASC 805-50, for transactions between entities under common control, the assets, liabilities, and results of operations are recognized at their carrying amounts on the date of the restructuring, which required retrospective combination of the Company and TEN Events. The Company’s consolidated financial statements have been prepared as if the existing corporate structure had been in existence throughout all periods presented rather than from the incorporation. This includes a retrospective presentation for all equity related disclosures, which were under common control throughout the relevant periods as a single economic enterprise although legal parent-subsidiary relationship were not established. On 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. Going concern The Company has evaluated whether there are certain conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to attract and retain revenue generating customers, acquire new customer contracts, and additional financing. The Company has incurred and continues to incur losses from operations as well as negative cash flow from operations. 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. Management’s 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. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 5 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The unaudited consolidated financial statements reflect all normal recurring adjustments necessary 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, 2026 or any other future interim periods. As an emerging growth company, the Jumpstart Our Business Startups Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to delay adoption of certain new or revised accounting standards. As a result, the Company’s consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. Basis of Consolidation The Company consolidates entities in which it has a controlling financial interest: TEN Events and V-Cube USA Acquisition Company, LLC. Intercompany balances and transactions have been eliminated in such consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenue and expense during the reporting period. These estimates are based on management’s best knowledge 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, impairment of long-lived assets and valuation allowance of deferred tax assets. Actual results could differ from those estimates. Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all periods presented in the consolidated financial statements. To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows: 1 – Identification of the contract with a customer 2 – Identification of the performance obligation in the contract 3 – Determination of the transaction price 4 – Allocation of the transaction price to the performance obligation in the contract 5 – Recognition of revenue when, or as, a performance obligation is satisfied 6 Hybrid, virtual, self-service and physical event revenue 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. 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. The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. The transaction price is generally fixed at contract inception and is based on the agreed upon rates stated in the contract which indicates the amount of consideration the Company expects to be entitled to in exchange for satisfaction of performance obligation (i.e., delivering events). The amount on the final invoice depends on the actual work performed and might differ from the amount stated in the initial contract. When there is variable consideration included in the transaction price if, in the management’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur, the Company and the customer agree on the price on the final invoice, and revenue is recognized based on the amount on the final invoice. None of our contracts contain a significant financing component. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to government entities. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised services to the customer, which is upon completion of the event. Revenue is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company sometimes enters into the contract with a bundle of events. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price. The Company’s contracts with multiple performance obligations are generally sold over the same contract terms as that of the contract with single performance obligation and have the same pattern of transferring services to the customer, and therefore, they are accounted for as one combined performance obligation in the context of the contract. From time to time, the Company engages subcontractors for delivering events. The Company assesses and records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. For events delivered with subcontractors, the Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified vendors, (ii) has the discretion to select the vendors and establish their price and duties, and (iii) bears the risk for services that are not fully paid for by its customers. Segment Information The Company currently operates its business as one operating segment which includes two revenue types: Hybrid and Virtual Events and Physical Events. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer (“CEO”), who reviews financial information for purposes of making operating decisions, assessing financial performance, and allocating resources. The Company’s CODM evaluates financial information as a whole for the purpose of assessing financial performance and making operating decisions. Concentration of Customers and Vendors The consolidated balance sheet items that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. The Company continuously evaluates the credit worthiness of its customers’ financial condition and generally does not require collateral. The Company maintains cash balances in bank accounts that may, at times, exceed Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 per institution. The Company incurred no losses from such accounts and management considers the risk of loss to be minimal. For 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 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. For 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 purchase. 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. 7 Cash and Cash Equivalents The Company considers all highly liquid short-term investments purchased with an initial maturity date of three months or less to be cash equivalents. Accounts Receivable, Net Accounts receivable primarily consist of the amounts billed and currently due from customers, net of an allowance for credit losses, if recorded. When the Company has an unconditional right to payment, subject only to the passage of time, the right is treated as receivable. The Company’s accounts receivable balances are unsecured, bearing no interest. Fees billed in advance of the related contractual term represent contract liabilities and are presented as deferred revenue. Typical payment terms provide for customer payment within 30 to 90 days of the invoice date. Accounts receivable are subject to collection risk. The Company performs evaluations of its customers’ financial positions and generally extends credit on account, without collateral. At each balance sheet date, the Company recognizes an expected allowance for credit losses. 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. The allowance estimate is derived from a review of the Company’s historical losses on the aging of receivables. This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s customers’ composition have remained constant. The Company did no t record an allowance for credit loss as of March 31, 2026 and December 31, 2025. The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in income or an offset to credit loss expense in the year of recovery. 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. Deferred Offering Costs Deferred offering costs include specific incremental costs directly attributable to the Company’s initial public offering of securities. Deferred offering costs exclude management salaries or other general and administrative expenses. These costs are being deferred and 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. Upon 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 March 31, 2026. Property and Equipment, Net Property and equipment are recorded at the cost less accumulated depreciation. Depreciation is computed using the straight-line method. The estimated useful lives of assets are as follows: Schedule of Estimated Useful Lives of Assets Property and Equipment Estimated Useful Life Computer and equipment 7 years Furniture and fixture 10 years Leasehold improvement Shorter of 10 years or lease term Repair and maintenance costs are expensed as incurred. 8 Intangible Assets Intangible assets consist of capitalized software. The Company accounts for its software development costs in accordance with the guidance in ASC 350-40, Internal-use software . The costs incurred prior to the application development stage and post implementation are expensed as incurred. Direct and incremental internal and external costs incurred during the application development stage are capitalized until the application is substantially complete and ready for its intended use, at which point amortization begins. Training, data conversion and maintenance costs are expensed as incurred. Costs of capitalized software are amortized on a straight-line basis over the estimated period of benefit, which is approximately five to seven years, and are recorded in cost of revenue in the Consolidated Statements of Operations. Impairment of Long-Lived Assets Long-lived assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if the carrying amount is not recoverable when compared to the Company’s undiscounted cash flows, and the impairment loss is measured based on the difference between the carrying amount and fair value. Long-lived assets held for sales are reported at the lower of cost or fair value less costs to sell. Leases Leases are comprised of operating leases for office space. In accordance with FASB ASC Topic 842, Leases , the Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, current portion of operating lease liabilities, and non-current operating lease liabilities in the Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. For leases with terms greater than 12 months, the Company records a ROU asset and a lease liability representing the present value of future lease payments. The discount rate used to measure the lease asset and liability is determined at the beginning of the lease term using the rate implicit in the lease, or the Company’s collateralized incremental borrowing rate. The implicit rate within the Company’s leases is generally not determinable and, therefore, the incremental borrowing rate at lease commencement is utilized to determine the present value of lease payments. The Company estimates its incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar asset over a timeframe similar to the term of the lease. For those contracts that include fixed rental payments for both the use of the asset (“lease costs”) as well as for other occupancy or service costs relating to the asset (“non-lease costs”), the Company generally includes both the lease costs and non-lease costs in the measurement of the lease asset and liability. The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all asset classes. Lease expenses for the Company’s operating leases are recognized on a straight-line basis over the lease term except for variable lease costs, which are expensed as incurred. The Company does not recognize ROU assets and operating lease liabilities that arise from leases with an initial lease term of 12 months or less. Fair Value Measurements The Company reports financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis in accordance with ASC Topic 820 Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. ASC 820 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. 9 The levels of the fair value hierarchy are as follows: Level 1: Quoted price in an active market for identical assets or liabilities. Level 2: Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3: Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable, and short-term loans approximate fair values due to the short-term nature of these instruments. Deferred Revenue Contract liabilities consist of deferred revenue. Revenue is deferred when the Company has the right to invoice in advance of performance under a customer contract. The current portion of deferred revenue balances is recognized over the next 12 months. 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 period. Cost of Revenue Cost of revenue primarily consists of costs paid to its employees for delivering events and costs of renting equipment and studio. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are included in selling, general and administrative expenses in the Consolidated Statements of Operations. For the three months ended March 31, 2026 and 2025, these costs were $ 0.2 million and $ 0.2 million, respectively. Employee Benefit Plan Substantially all employees are eligible to participate in the 401(k) defined contribution plan which is sponsored by the Company. Participants may contribute a portion of their compensation to the plan up to the maximum amount permitted under Section 401(k) of the Internal Revenue Code. At the Company’s discretion, the Company can match a portion of the participants’ contributions. 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 plans. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes , which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the differences between the financial statement and tax basis of assets, liabilities and net operating loss by using enacted tax rate in effect for the fiscal year in which the differences are expected to reverse. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are believed to be more likely than not to be realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company files tax returns in the tax jurisdictions of the United States. Tax benefits for uncertain tax positions are based upon management’s evaluation of the information available at the reporting date. To be recognized in the financial statements, a tax benefit must be at least more likely than not of being sustained based on technical merits. The benefit for positions meeting the recognition threshold is measured as the largest benefit more likely than not of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. 10 Net Loss per Share Basic 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. Recently Issued Accounting Pronouncements The following Accounting Standards Updates (“ASUs”) were issued by the Financial Accounting Standards Board (“FASB”) which relate to or could relate to the Company as concerns the Company’s normal ongoing operations or the industry in which the Company operates. In 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. In 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. In 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. In November 2024, the FASB issued ASU No. 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This ASU requires public business entities to disclose, for interim and annual reporting periods, additional information about certain income statement expense categories. The guidance is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Entities are permitted to apply either the prospective or retrospective transition methods. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements. In 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. 11 3. Property and Equipment, Net As of March 31, 2026 and December 31, 2025, property and equipment consisted of the following: Schedule of Property and Equipment March 31, December 31, 2026 2025 (unaudited) (audited) Computer and equipment $ 487 $ 487 Furniture and fixture 17 17 Leasehold improvement 20 20 Total property and equipment 524 524 Less: Accumulated depreciation ( 363 ) ( 352 ) Total property and equipment, net $ 161 $ 172 The 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. 4. Intangible Assets, Net The Company’s intangible assets consist of internally developed capitalized software. During 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. Accordingly, the Company recognized an impairment loss of $ 4.2 million related to the capitalized software. As of March 31, 2026 and December 31, 2025, intangible assets consisted of the following: Schedule of Intangible Assets March 31, December 31, 2026 2025 (unaudited) (audited) Capitalized software $ 4,874 $ 4,874 Total intangible assets 4,874 4,874 Less: Impairment ( 4,194 ) ( 4,194 ) Less: Accumulated Amortization ( 680 ) ( 680 ) Intangible assets, net $ — $ — The Company recognized amortization expenses on intangible assets of nil and $ 0.1 million during the three months ended March 31, 2026 and 2025, respectively. 5 . Leases The Company has an operating lease for its office space in Pennsylvania. 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. Schedule of Operating Lease March 31, December 31, 2026 2025 (unaudited) (audited) Right-of-Use Assets 　 　 Operating lease assets $ 436 $ 455 Lease Liabilities 　 　 Operating lease liabilities - Current $ 82 $ 80 Operating lease liabilities - Non-current $ 400 $ 422 12 The 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) $ 81 2027 112 2028 117 2029 121 2030 126 Total lease payments 557 Less amounts representing interest ( 75 ) Present value of lease payments 482 Less: current portion ( 82 ) Non-current lease liabilities $ 400 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: Schedule of Operating Lease Cost March 31, December 31, 2026 2025 Total operating lease cost $ 20 $ 71 Short-term lease cost $ — $ — Cash paid for amounts included in the measurement of the operating lease liability $ 27 $ 104 Weighted average remaining lease term (years) 4.8 5.0 Weighted average discount rate 6.0 % 6.0 % 6. Commitments and Contingencies Guarantees and Commitments There were no commitments under certain purchase or guarantee arrangements as of March 31, 2026 and December 31, 2025. Legal Matters From 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 March 31, 2026 and December 31, 2025, except those disclosed below. On 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 offering. 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. The Company is complying with this additional request for information. On October 28, 2025, the Company learned that the SEC is conducting a related investigation pursuant to its authority. On March 10, 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. The 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 the Company. 13 Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with third parties. To date, the Company has not paid any material claims or been required to defend any material actions related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. 7. Other Payables and Accrued Expenses As of March 31, 2026 and December 31, 2025, other payable and accrued expenses include the following components: Schedule of Accrued Expenses March 31, December 31, 2026 2025 (unaudited) (audited) Other payable $ 990 $ 490 Accrued operating expenses 340 619 Accrued payroll expenses 77 217 Other accrued expenses 705 574 Total other payable and accrued expenses $ 2,112 $ 1,900 8. Short-term Loans – Related Party Short-term loans – related party as of March 31, 2026 and December 31, 2025 consisted of the following: Schedule of Short-term Loans March 31, December 31, Interest Rate Maturity 2026 2025 (unaudited) (audited) V-Cube, Inc. 6.00 % June 30, 2026 $ 2,901 $ 465 Wizlearn Technologies Pte. Ltd. 6.00 % June 30, 2026 — 1,665 Pave Education Pte. Ltd. 6.00 % June 30, 2026 — 2,322 Naoaki Mashita 6.00 % June 30, 2026 120 120 Total short-term loans 　 　 $ 3,021 $ 4,571 The 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. 9 . Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share: Schedule of Net Loss per Share 2026 2025 Three month ended March 31, 2026 2025 Basic and diluted net loss per common share: 　 　 Net loss attributable $ ( 2,903 ) $ ( 4,836 ) Weighted average common shares outstanding – basic and diluted 3,977,443 1,805,086 Net loss per common share – basic and diluted $ ( 0.73 ) $ ( 2.68 ) The 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: Schedule of Dilutive Securities Excluded from Computation of Net Loss 2026 2025 Three month ended March 31, 2026 2025 Common stock options 70,254 74,862 14 10. Stockholders’ Equity Preferred Stock As 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 March 31, 2026. Common Stock As 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. As of March 31, 2026, there were 3,977,443 shares of common stock issued and outstanding. On 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. During the three months ended March 31, 2026, there were no material issuances of common stock. As 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. 11. Equity Incentive Plan On September 27, 2024, the Company’s Board of Directors approved the Company’s 2024 Equity Incentive Plan (the “Equity Incentive Plan”). On October 10, 2024, the Company granted stock options to certain individuals who were the Company’s directors 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 176,017 stock options granted, 74,862 stock options vested on February 18, 2025 upon the completion of the Company’s IPO. The fair value of the stock options was estimated using the Black-Scholes option-pricing model. The following table summarizes the significant 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 5 years Expected volatility 49.04 % Expected dividend rate 0.00 % Risk-free rate 3.75 % The 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. As of March 31, 2026, the Company’s unrecognized stock-based compensation expense for unvested options was $ 3.2 million. 15 12. Revenue Disaggregation of Revenue The tables below reflect revenue by major source and timing of transfer of goods and services for the three months ended March 31, 2026 and 2025. The Company had no revenue derived from geographical regions outside of the U.S. during the three months ended March 31, 2026 and 2025. 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 2026 2025 Three Month Ended March 31, 2026 2025 Delivered events - Virtual and Hybrid $ 791 $ 713 Delivered events - Physical 62 26 Total $ 853 $ 739 The following table summarizes the activity in deferred revenue during the three months ended March 31, 2026 and the year ended December 31, 2025: Schedule of Activity In Deferred Revenue 2026 2025 Three Month Ended March 31, 2026 2025 Balance, beginning of period $ 430 $ 147 Revenue earned ( 263 ) ( 218 ) Deferral of revenue 92 341 Balance, end of period $ 259 $ 270 13. Cost of Revenue Disaggregation of Cost of revenue The 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 2025 2024 Three Month Ended March 31, 2025 2024 Delivered events - Virtual and Hybrid $ 286 $ 173 Delivered events - Physical 21 13 Total $ 307 $ 186 14. 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 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. Either party may terminate the MCA Agreement after 60 days upon 30 days’ written notice. As of the date of this report, the Company has not determined the timing of any issuance of warrants to the MC Advisor. 16 On 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. The warrants became exercisable upon the completion of the IPO. On February 19, 2025, Spirit Advisors elected to exercise its warrants in full. The net shares issued under this exercise were 89,154 shares of common stock. These transactions were recorded within stockholders’ equity. 15. Related Party The 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 Name of Related Party Nature of Relationship at March 31, 2026 V-Cube, Inc. The largest stockholder of the Company Wizlearn Technologies Pte. Ltd. An affiliate of the Company and a subsidiary of V-Cube, Inc. Pave Education Pte. Ltd. An affiliate of the Company and a subsidiary of V-Cube, Inc. Naoaki Mashita Chief Executive Officer of V-Cube, Inc., the largest stockholder of the Company The Company had the following related party balances as of March 31, 2026 and December 31, 2025: Schedule of Related Party Balances March 31, December 31, Nature of transactions 2026 2025 Receivable due from related party: 　 　 　 V-Cube, Inc. For additional paid-in capital ** $ 4,300 $ 5,400 Short-term loans due to related party: 　 　 　 V-Cube, Inc. Loan payable for working capital 2,901 465 Wizlearn Technologies Pte. Ltd. Loan payable for working capital — 1,665 Pave Education Pte. Ltd. Loan payable for working capital — 2,322 Naoaki Mashita Loan payable for working capital 120 120 The 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. The 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. 16. Subsequent Events The 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. Management has determined that no significant events or transactions have occurred subsequent to the consolidated balance sheet date that require both recognition and disclosure in the consolidated financial statements. 17