What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-10 compared with 2026-05-15 · 458 added, 334 removed, 402 unchanged (66% of the section changed)

Financial Statements

HOLDINGS, INC.

AND SUBSIDIARIES

BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

thousands, except share and per share data)

Current Assets:

Cash and cash

Accounts receivable, net

Receivable due from related

expenses and other current assets

Current Assets

Non-current Assets:

Property and equipment,

Operating lease right-of-use

Cash and cash equivalents

Restricted cash

Accounts receivables, net

Receivable due from related party

Prepaid expenses and other current assets

Total Current Assets

Non-current Assets:

LIABILITIES AND STOCKHOLDERS’

Property and equipment, net

Operating lease right-of-use assets, net

Total Non-current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Trade accounts payable

Other payable and accrued

Other payable and accrued expenses

Deferred revenue

Current portion of operating

lease liabilities

loans - Related party

Current Liabilities

Non-current Liability:

operating lease liabilities

Non-current Liability

Commitment and Contingencies (Note 6)

Current portion of operating lease liabilities

Short-term loans - Related party

Other liabilities

Total Current Liabilities

Non-current Liabilities:

Non-current operating lease liabilities

Total Non-current Liabilities

Total Liabilities

Commitments and Contingencies (Note 7)

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

$ 0.0001 par value – 1,000,000 shares authorized as of June 30, 2026 and December 31, 2025;

no shares issued or outstanding as of June 30, 2026 and December 31, 2025

Common stock, $ 0.0001 par value – 250,000,000 shares authorized as of June 30, 2026 and December 31, 2025;

11,977,443 and 3,977,443 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

Stockholders’ Equity

Liabilities & Stockholders’ Equity

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities & Stockholders’ Equity

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

* Less than $1,000

HOLDINGS, INC.

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

thousands, except share and per share data)

Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cost of revenue

Operating expenses:

Selling, General and Administrative

operating expenses

Selling, general and administrative expense

Depreciation and amortization expense

Total operating expenses

Loss from operations

Other income (expenses), net

Interest expenses, net

Other income (expense), net

Interest expense, net

Loss before income taxes

Income tax expense

Net loss per share attributable

to common stockholders, basic and diluted

Weighted-average number

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

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

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

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

HOLDINGS, INC.

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)

thousands, except share data)

Stockholders’

December 31, 2024

of shares upon initial public offering, net off offering costs

Balance, April 1, 2026

Issuance of shares, net of offering costs

Stock-based compensation

of shares in connection with consulting agreement

March 31, 2025

Balance, June 30, 2026

Balance, December 31, 2025

Issuance of shares, net of offering costs

Stock-based compensation

Balance, June 30, 2026

Stockholders’

December 31, 2025

March 31, 2026

Balance, April 1, 2025

Stock-based compensation

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

Balance, June 30, 2025

Balance, December 31, 2024

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

Issuance of shares, net of offering costs

Stock-based compensation

Issuance of shares in connection with consulting agreement

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

Balance, June 30, 2025

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

* Less than $1,000

HOLDINGS, INC.

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

Months Ended March 31,

Cash flows from operating

Adjustments to reconcile net loss to net cash

used in operating activities:

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Cash flows from operating activities:

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

Depreciation and amortization

Noncash lease expenses

Noncash interest expenses

Non-cash lease expenses

Non-cash interest expenses

Stock-based compensation

Changes in operating assets

and liabilities:

Accounts receivable

Advance – related

Prepaid expenses and other

Loss on extinguishment of debt

Gain on lease modification

Changes in operating assets and liabilities:

Accounts receivables

Advance – related party

Prepaid expenses and other assets

Accounts payable

Other payable and accrued

Other payable and accrued expenses

Deferred revenue

lease liabilities

Net cash used in by operating

Cash flows from investing

Purchase of capitalized

internal-use software

Cash used in investing

Cash flows from financing

Other liabilities

Operating lease liabilities

Net cash used in operating activities

Cash flows from investing activit y :

Purchase of capitalized internal-use software

Net cash used in investing activity

Cash flows from financing activities:

Proceeds from short-term loans - Related party

Repayments of short-term loans - Related party

Proceed from issuance of shares

Payment for deferred offering

Net cash (used in) provided

by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents

at beginning of period

Proceeds from issuance of shares

Payment for deferred offering costs

Net cash provided by financing activities

Net change in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

Reconciliation of cash, cash equivalents and restricted cash

Cash and cash equivalents

at end of period

Non-cash investing and financing

Settlement of debt through offsetting with

receivable due from related party

Restricted cash

Total cash, cash equivalents and restricted cash

Non-cash investing and financing activities:

Settlement of debt through offsetting with receivable due from related party

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

HOLDINGS, INC.

AND ITS SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

AND SUBSIDIARIES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Organization, Nature of Business

20 unchanged sentences

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.

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

reorganization involved entities under common control.

5 unchanged sentences

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.

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.

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

November 10, 2025, the Company’s Board of Directors (the “Board”) approved a reverse stock split of the Company’s

issued common stock at a ratio of 1-for-15, which became effective on December 1, 2025.

May 19, 2026, Apexmind Solutions Inc.

(“Apexmind Solutions”) was incorporated under the Business Corporations Act of British

Columbia, Canada, as a wholly owned subsidiary of the Company.

Apexmind Solutions is authorized to issue an unlimited number of common

shares without par value.

Upon incorporation, Apexmind Solutions issued one common share to the Company for consideration of CAD 1.

the period from its incorporation through June 30, 2026, the Company made a capital contribution of approximately $ 3.0 million to Apexmind

Apexmind Solutions had not commenced substantive operations and generated no revenue or operating expenses through June 30,

capital contribution and the corresponding investment in Apexmind Solutions were eliminated in consolidation.

The accounts of Apexmind

Solutions have been included in the Company’s consolidated financial statements from its date of incorporation.

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

3 unchanged sentences

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.

to continue as a going concern is dependent upon its ability to attract and retain revenue-generating customers, obtain new customer

contracts and secure additional financing.

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,

For the six months

ended June 30, 2026, the Company had a net loss of $ 5.89 million, net cash used in operations of $ 2.70 million, and as of June 30, 2026,

the Company had an accumulated deficit of $ 27.32 million.

3 unchanged sentences

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

and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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.

Summary of Significant Accounting Policies

12 unchanged sentences

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

to present fairly the Company’s financial position, results of operations, stockholders’ 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

3 unchanged sentences

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

to delay adoption of 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.

1 unchanged sentence

Company consolidates entities in which it has a controlling financial interest:

TEN Events and V-Cube USA Acquisition Company, LLC.

balances and transactions have been eliminated in such consolidation.

TEN Events, V-Cube USA Acquisition Company, LLC and Apexmind

Solutions Inc.

Intercompany balances and transactions have been eliminated in such consolidation.

preparation of the consolidated financial statements in conformity with the U.S.

16 unchanged sentences

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

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

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.

contracts contain a significant financing component.

Revenue is recognized net of any taxes collected from customers, which are subsequently

remitted to government entities.

usage and professional and managed services revenue

from platform usage and professional and managed services 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.

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 indicate 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 as net of

any taxes collected from customers, which are subsequently remitted to government entities.

is recognized at the time the related performance obligation is satisfied by transferring the promised services to the customer, which

16 unchanged sentences

Company currently operates its business as one operating segment which includes two revenue types:

Hybrid and Virtual Events and Physical

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.

platform usage and professional and

managed services.

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

1 unchanged sentence

of Customers and Vendors

consolidated balance sheet items that potentially subject the Company to concentrations of credit risk are primarily cash and accounts

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.

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.

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

consolidated balance sheet items that potentially subject the Company to concentration of credit risk are primarily cash, accounts

receivables and receivable due from related party.

The Company continuously evaluates the creditworthiness 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

the six months ended June 30, 2026 and 2025, there were two customers who accounted for more than 10 % of the Company’s total revenue

in both periods.

As of June 30, 2026 and December 31, 2025, there were three customers who accounted for more than 10 % of the Company’s

total accounts receivables in both periods.

the six months ended June 30, 2026 and 2025, there were three and four suppliers, respectively, who accounted for more than 10 % of the

Company’s total purchases.

As of June 30, 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.

Cash Equivalents and Restricted Cash

Company considers all highly liquid short-term investments purchased with an initial maturity date of three months or less to be cash

Receivable, Net

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.

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

cash represents cash balances that are subject to contractual restrictions and are not available for the Company’s general operating

In connection with the Company’s public offering completed in June 2026, the Company deposited $ 0.1 million of the offering

proceeds into an interest-bearing escrow account maintained by a third-party escrow agent.

The escrowed funds may be used to satisfy

bona fide indemnification claims of the placement agent arising during the 12-month period following the offering.

Any funds that are

not subject to an indemnification claim will be returned to the Company after the applicable escrow period expires.

of June 30, 2026 and December 31, 2025, restricted cash was $ 0.1 million and nil , respectively.

Restricted cash is presented separately

within current assets in the Consolidated Balance Sheets and is included with cash and cash equivalents in the reconciliation of the

amounts presented in the Consolidated Statements of Cash Flows.

Receivables, Net

receivables primarily consist of the amounts billed and currently due from customers, net of an allowance for credit losses, if

When the Company has an unconditional right to payment, subject only to the passage of time, the right is treated as

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 are provided for

customer payment within 30

days of the invoice date.

receivable are subject to collection risk.

receivables are subject to collection risk.

The Company performs evaluations of its customers’ financial positions and generally

2 unchanged sentences

In addition, at each reporting date, this estimate

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

is updated to reflect any changes in credit risk since the receivables were initially recorded.

This estimate is calculated on a pooled

5 unchanged sentences

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 expected allowance for credit losses as the Company’s customer composition has remained constant.

The Company did no t record

an allowance for credit loss as of June 30, 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 three

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

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

ended June 30, 2026 and the year ended December 31, 2025.

Offering Costs

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.

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.

offering costs consist of incremental costs directly attributable to proposed equity offerings.

Upon completion of an equity offering,

the related costs are charged against the gross proceeds of the offering as a reduction of additional paid-in capital.

Costs associated

with an abandoned offering are expensed.

and Equipment, Net

3 unchanged sentences

useful lives of assets are as follows:

of Estimated Useful Lives of Assets

and Equipment

and equipment

of 10 years or lease term

Schedule of Estimated Useful Lives of Assets

Property and Equipment

Estimated Useful Life

Computer and equipment

Furniture and fixture

Leasehold improvement

Shorter of 10 years or lease term

and maintenance costs are expensed as incurred.

8 unchanged sentences

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

Impairment of Long-Lived Assets

period of benefit, which is approximately 5 five to 7 seven years.

of Long-Lived Assets

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

3 unchanged sentences

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

Long-lived assets held for sale are reported at the lower of cost or fair value less costs

are comprised of operating leases for office space.

39 unchanged sentences

Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable, and short-term loans

carrying amounts of the Company’s financial instruments, such as cash, accounts receivables, accounts payable, and short-term loans

approximate fair values due to the short-term nature of these instruments.

3 unchanged sentences

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

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

During the six months ended

June 30, 2026 and 2025, the Company recognized revenue of approximately $ 0.49 million and $ 0.147 million, respectively, that was included

in deferred revenue at the beginning of each respective period.

of revenue primarily consists of employees compensation costs for delivering events and costs

of renting equipment and studio.

and Marketing Costs

1 unchanged sentence

of Operations.

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

For the six months ended June 30, 2026 and 2025, these costs were $ 0.42 million and $ 0.42 million, respectively.

Substantially

3 unchanged sentences

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

During the six months

ended June 30, 2026 and 2025, the Company recognized $ 0.002 million and $ 0.036 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

10 unchanged sentences

temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

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.

Loss per Share

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

Company files tax returns in the tax jurisdictions of the United States and Canada and in other jurisdictions in which it is subject

to income-tax filing requirements.

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.

net loss per common share 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

Diluted net loss per common share 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

4 unchanged sentences

Company operates.

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

December 2025, the FASB issued ASU 2025-12, Codification Improvements .

This ASU addresses issues across a wide variety of Topics,

making amendments that clarify guidance, correct errors, or make minor improvements to the Codification.

The guidance is effective for

annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Company is currently evaluating the impact that adoption of this guidance will have on its consolidated financial statements.

December 2025, the FASB issued ASU 2025-11, 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.

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.

September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract .

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.

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.

2 unchanged sentences

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.

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.

4 unchanged sentences

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.

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.

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.

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.

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

Prepaid Expenses and Other Current Assets

of June 30, 2026 and December 31, 2025, prepaid expenses and other current assets include the following components:

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses

Total prepaid expenses and other current assets

Property and Equipment, Net

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

of June 30, 2026 and December 31, 2025, property and equipment consisted of the following:

Schedule of Property and Equipment

4 unchanged sentences

Accumulated depreciation

property and equipment, net

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.

Total property and equipment, net

Company recognized depreciation expenses on property and equipment of $ 0.022 million and $ 0.025 million during the six

months ended June 30, 2026 and 2025, respectively.

Intangible Assets, Net

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

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

the year ended December 31, 2025, the Company 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

of June 30, 2026 and December 31, 2025, intangible assets consisted of the following:

Schedule of Intangible Assets

Capitalized software

Under the application development stage

Total intangible assets

Accumulated amortization

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

Intangible assets, net

Company recognized amortization expenses on intangible assets of nil and $ 0.27 million during the six months ended June 30, 2026 and

2025, respectively.

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.

During the three months ended June 30, 2026, the Company entered

into an amendment to the lease agreement that shortened the contractual lease term from December 31, 2030 to March 31, 2027.

The amendment

was accounted for as a lease modification that decreased the scope of the original lease.

of the effective date of the modification, the Company reduced the carrying amounts of the operating lease liability and the related

right-of-use asset by approximately $ 0.37

million and $ 0.33

million, respectively, and recognized a gain on lease modification of approximately $ 0.04

million, representing the difference between those reductions.

The remaining lease liability was remeasured based on the revised

contractual lease payments using a discount rate of 6.00 %

determined as of the modification date, with a corresponding adjustment to the right-of-use asset.

The gain on lease modification is

included in other income (expense), net in the accompanying Condensed Consolidated Statement of Operations.

of June 30, 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

4 unchanged sentences

Operating lease liabilities - Non-current

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

following table summarizes the contractual maturities of operating lease liabilities as of June 30, 2026:

Schedule of Maturities of Operating Lease Liabilities

2 unchanged sentences

Total lease payments

Less amounts representing

Less amounts representing interest

Present value of lease payments

1 unchanged sentence

Non-current lease liabilities

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:

following table illustrates information for the Company’s operating lease during the six months ended June 30, 2026 and the year

ended December 31, 2025:

Schedule of Operating Lease Cost

Total operating lease cost

Short-term lease cost

Cash paid for amounts included in the measurement

of the operating lease liability

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

Weighted average remaining lease term (years)

Weighted average discount rate

The reason we are seeking to terminate the lease early

is that, while the base rent appears reasonable on paper, the lease structure requires the company to pay significant additional

maintenance and property-related expenses on top of the monthly lease payments.

As part of our broader cost reduction initiatives

and given that approximately half of our workforce already operates remotely, our current headcount no longer supports this amount of

It is not economically prudent to continue carrying these occupancy costs, and we are seeking these savings effective throughout

Commitments and Contingencies

and Commitments

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

were no material purchase or guarantee commitments as of June 30, 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 March 31, 2026 and December 31, 2025, except those disclosed below.

There were no such material matters as of June 30, 2026 and December 31, 2025, except those disclosed below.

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

3 unchanged sentences

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.

Subsequently, the Company received additional DOJ

requests for information to include, but not limited to, documents and communication relating to four contracts the Company executed

after its IPO.

The Company is complying with these additional requests 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

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.

to an internal investigation overseen by the Board in consultation with the Company’s counsel, the Board believes that certain

agreements executed at the direction of former members of management in connection with the Company’s initial public offering,

which were terminated as disclosed in the Company’s Form 8-K filed on July 24, 2026 (the “8-K”), lacked economic substance

and any direct benefit to the Company, and may have solely benefited the counterparties to those agreements rather than the Company.

The Company has informed the DOJ and SEC of these facts and continues to cooperate with the above investigations.

The Company has undertaken

remedial measures, including terminating the identified contracts and third-party relationships as disclosed in the 8-K and enhancing

its compliance program and internal policies and controls;

in addition, incumbent members of management and the Company’s Board

of Directors at the time of the initial public offering are no longer with the Company.

Company is continuing to fully cooperate with both investigations and will comply with its obligations under the subpoenas.

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.

on the information currently available, the Company has not recorded a loss contingency in connection with these matters because management

does not believe that a loss is both probable and reasonably estimable as of June 30, 2026.

The Company is also currently unable to reasonably

estimate the amount or range of any possible loss that may result from these matters.

The Company will continue to evaluate developments

relating to the investigations and will recognize an accrual or provide additional disclosure if and when required.

Indemnification

3 unchanged sentences

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

of June 30, 2026 and December 31, 2025, other payable and accrued expenses include the following components:

Schedule of Other Payables and Accrued Expenses

Other payable

2 unchanged sentences

Other accrued expenses

Total other payable

and accrued expenses

Total other payable and accrued expenses

Short-term Loans – Related Party

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

loans – related party as of June 30, 2026 and December 31, 2025 consisted of the following:

Schedule of Short-term Loans

Interest Rate

June 30, 2026

4 unchanged sentences

Naoaki Mashita

December 31, 2026

Naoaki Mashita

June 30, 2026

2 unchanged sentences

dates in accordance with the underlying loan agreements.

The $ 0.31 million loan from Naoaki Mashita matured on June 30, 2026 and was

repaid in full on July 2, 2026.

Following the repayment, the remaining outstanding loan from Naoaki Mashita was $ 0.12 million, which

is contractually due on December 31, 2026 .

Net Loss per Share

1 unchanged sentence

Schedule of Net Loss per Share

month ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Basic and Diluted Net Loss Per Common Share:

Net loss attributable

Weighted average common

shares outstanding – basic and diluted

Net loss per common

share – basic and diluted

Weighted average common shares outstanding – basic and diluted

Net loss per common share – basic and diluted

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

1 unchanged sentence

Schedule of Dilutive Securities Excluded from Computation of Net Loss

month ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Common stock options

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 March

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

of June 30, 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.

There were no shares of preferred stock issued or outstanding as of June 30, 2026.

of June 30, 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.

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

As of June 30, 2026, there

were 11,977,443 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.

1 unchanged sentence

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

May 22, 2026, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the investor, pursuant

to which the Company issued 500,000 shares of the Company’s common stock in a private placement for gross proceeds of approximately

$ 0.5 million.

June 30, 2026, the Company completed a registered direct offering of 7,500,000 shares of the Company’s common stock at a public offering

price of $ 1.00 per share.

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

of approximately $ 0.86 million payable by the Company, were approximately $ 6.64 million.

of June 30, 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.

No shares were issued under this agreement during the six months ended June 30, 2026.

Equity Incentive Plan

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.

September 27, 2024, the Board approved the Company’s 2024 Equity Incentive Plan (the “Equity Incentive Plan”).

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.

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

6 unchanged sentences

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.

the six months ended June 30, 2026, the Company granted options to purchase 120,000 shares of common stock under the Equity Incentive

One-third of the options vested immediately upon grant, and the remaining two-thirds vest in substantially equal monthly installments

over two years, subject to continued service.

of June 30, 2026, 254,969 options were outstanding, of which 146,420 were vested and exercisable and 108,549 were unvested.

Company recognized stock-based compensation expenses of $ 0.6 million and $ 0.9 million during the three and six months ended June 30,

2026, respectively, and $ 0.003 million and $ 3.5 million during the three and six months ended June 30, 2025, respectively.

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

of June 30, 2026, the Company’s unrecognized stock-based compensation expense related to unvested stock options was $ 2.75 million.

Disaggregation

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

tables below reflect revenue by major source and timing of transfer of goods and services for the three months and the six months

ended June 30, 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

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

at point in time.

during the six months

ended June 30, 2026 and 2025.

All revenue during the six months ended June 30, 2026 and 2025 was recognized when the performance

obligation was satisfied at a point in time.

Schedule of Disaggregation of Revenue

Month Ended March 31,

Delivered events - Virtual and

Delivered events - Physical

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

Three Months Ended June 30,

Six Months Ended June 30,

Platform Usage

Professional & Managed Services

following table summarizes the activity in deferred revenue during the six months ended June 30, 2026 and the year ended December 31,

Schedule of Activity In Deferred Revenue

Three Month Ended March 31,

Six Months Ended June 30,

Balance, beginning of period

5 unchanged sentences

of Cost of Revenue

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

table below reflects cost of revenue by major source for the three months and the six months ended June 30, 2026 and

Schedule of Disaggregation of Cost of Revenue

Month Ended March 31,

Delivered events - Virtual and

Delivered events - Physical

Three Months Ended June 30,

Six Months Ended June 30,

Platform Usage

Professional & Managed Services

Consulting and Advisory Agreement

6 unchanged sentences

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.

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.

of June 30, 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

June 30, 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 report, the Company has not determined the timing

of any issuance of warrants to the MC Advisor.

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

9 unchanged sentences

These transactions were recorded within stockholders’

Related Party

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:

Segment Information

Company operates as a single operating and reportable segment.

The CODM is its Chief Executive Officer (“CEO”).

reviews financial performance and allocates resources based on the Company’s consolidated financial information.

The CODM uses

net income (loss) as the measure of segment profit or loss to assess operating performance, monitor actual results compared with budgeted

results and make decisions regarding the allocation of personnel and financial resources.

is derived primarily from two sources:

Platform Usage

Professional & Managed

accounting policies of the segment are the same as those described in the summary of significant accounting policies.

The CODM assesses

performance for the segment and decides how to allocate resources based on net income (loss) that also is reported on the Consolidated

Statement of Operations.

The measure of segment assets is reported on the Consolidated Balance Sheet as total assets.

CODM uses net income (loss) to evaluate income generated from segment assets (i.e., return on assets) in deciding whether to reinvest

profits into the segment or into other parts of the entity, such as for acquisitions or to pay dividends, if any.

Net income (loss) is

used to monitor budget versus actual results.

the Company has one reportable segment and the reported segment amounts are the same as the corresponding consolidated amounts, no reconciliation

of segment revenue, segment net loss or segment assets to the consolidated financial statements is necessary.

Related Parties

related parties that had material balances and transactions as of June 30, 2026 and December 31, 2025 and for the six months ended June

30, 2026 and 2025 consist of the following:

Schedule of Related Parties Material Balances and Transactions

of Related Party

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:

of Relationship at June 30, 2026

The largest stockholder

of the Company

Wizlearn Technologies Pte.

An affiliate of the Company

and a subsidiary of V-Cube, Inc.

Pave Education Pte.

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

Company had the following related party balances as of June 30, 2026 and December 31, 2025:

Schedule of Related Party Balances

12 unchanged sentences

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.

Company had no revenue, purchases or other operating transactions with related parties during the six months ended June 30, 2026 and

Subsequent Events

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

Company has evaluated subsequent events after the consolidated balance sheet date through August 10, 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.

described in Note 9, the Company repaid the $ 0.31 million short-term loan from Naoaki Mashita in full on July 2, 2026.

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