What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-14 compared with 2025-05-20 · 546 added, 563 removed, 228 unchanged (83% of the section changed)

Financial Statements

TEN HOLDINGS, INC.

HOLDINGS, INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

BALANCE SHEETS

thousands, except share and per share data)

Current Assets:

24 unchanged sentences

Preferred stock;

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

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

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

and 25,689,130 shares issued and outstanding as of March 31, 2025 and December 31, 2024

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

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

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

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

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Equity

Total Stockholders’ Equity (Deficit)

Total Liabilities & Stockholders’ Equity

The accompanying notes are an integral part of the

consolidated financial statements.

TEN HOLDINGS, INC.

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

HOLDINGS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2025 and 2024

(in thousands, except share and per share data)

Three Months Ended March 31,

STATEMENTS OF OPERATIONS

thousands, except share and per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Cost of revenue

4 unchanged sentences

Loss from operations

Other (expenses)

Other income (expenses), net

Interest expenses, net

3 unchanged sentences

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

The accompanying notes are an integral part of the

consolidated financial statements.

TEN HOLDINGS, INC.

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

HOLDINGS, INC.

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

For the Three Months Ended March 31, 2025 and 2024

(in thousands,

except share data)

Stockholders’

December 31, 2023

March 31, 2024

Stockholders’

December 31, 2024

of shares upon initial public offering, net off offering costs

of shares in connection with consulting agreement

March 31, 2025

The accompanying notes are an integral part of the

consolidated financial statements.

TEN HOLDINGS, INC.

thousands, except share data)

Common Stocks

Additional Paid-In

Stockholders’ Equity

Balance, March 31, 2025

Stock-based compensation

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

Balance, June 30, 2025

Balance, December 31, 2024

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

Stock-based compensation

Issuance of shares in connection with consulting agreement

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

Issuance of shares in settlement of claims

Balance, June 30, 2025

Balance, March 31, 2024

Balance, June 30, 2024

Balance, December 31, 2023

Balance, June 30, 2024

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

HOLDINGS, INC.

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2025 and 2024

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Stock-based compensation

Loss on extinguishment of debt

Changes in operating assets and liabilities:

Accounts receivable

Accounts receivable, net

Advance - related party

Prepaid expenses and other assets

Income tax receivable

Accounts payable

7 unchanged sentences

Net cash used in investing activities

Cash flows from financing activities:

Cash flows from financing activity

Proceeds from short-term loans - related party

2 unchanged sentences

Payment for deferred offering costs

Net cash provided by financing activities

Net cash provided by financing activity

Net change in cash and cash equivalents

1 unchanged sentence

Cash and cash equivalents at end of period

The accompanying notes are an integral part of the

consolidated financial statements.

TEN HOLDINGS, INC.

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

HOLDINGS, INC.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in thousands, except share and per share data)

TO CONSOLIDATED FINANCIAL STATEMENTS

thousands, except share and per share data)

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 on December 5, 2011 and is an operating entity.

Ten Events was formed for the purpose of planning, producing,

and broadcasting virtual and hybrid events using its event platform, the Xyvid Pro Platform, and delivering physical events.

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 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’s.

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 and held by V-Cube, Inc.

was automatically converted into 500,000 shares of common

stock, par value $ 0.0001 of the Company.

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

On October 9, 2024, the Company’s sole director

and majority stockholder approved a reverse stock split of the Company’s issued common stock at a ratio of 2:1 , which became effective

on October 9, 2024.

As a result of the reverse stock split, 25,000,000 shares of common stock were issued and outstanding as of October

The reorganization

involves 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.

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, 2025,

the Company had a net loss of $ 4,836 , net cash used in operations of $ 6,785

and an accumulated deficit of $ 6,758 .

As of March 31, 2025, the Company had

a working capital deficit of $ 2,506 .

Holdings, Inc.

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

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

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

Platform, and delivering physical events.

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

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

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

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

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

The Company acquired

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

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

After the share exchange, Ten Events became

a wholly owned subsidiary of the Company.

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

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

was automatically

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

After domestication, the total common stock issued and

outstanding is 50,000,000 shares.

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

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

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

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

reorganization involves 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.

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

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.

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

For the six months

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

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

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

or debt financing, or other means.

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

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

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.

of Significant Accounting Policies

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

equity or debt financing, or other means.

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

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

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

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.

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.

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.

unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s financial

position, results of operations, stockholders’ equity, and cash flows for the interim periods, but are not necessarily indicative

of the results of operations to be expected for the full year ending December 31, 2025 or any other future interim periods.

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, 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, 2025 or

any other future interim periods.

an emerging growth company, the Jumpstart Our Business Startups Act allows the Company to delay adoption of new or revised accounting

2 unchanged sentences

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

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.

of Consolidation

consolidates entities in which it has a controlling financial interest:

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.

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 and impairment

of long-lived assets.

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 and

impairment of long-lived assets.

Actual results could differ from those estimates.

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

Hybrid, virtual and physical

event revenue

Revenue from hybrid, virtual

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

Pro Platform, or delivering physical events.

Virtual events are online events and conferences where participants interact in an online

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

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

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

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

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.

The Company currently operates its business as one

operating segment which includes two revenue types:

Hybrid Event (“Hybrid”), Virtual Events (“Virtual”) and Physical

Events ( “ 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.

The Company’s CODM evaluates financial information as a whole for the purpose of assessing financial performance

and making operating decisions.

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:

– Identification of the contract with a customer

– Identification of the performance obligation in the contract

– Determination of the transaction price

– Allocation of the transaction price to the performance obligation in the contract

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

virtual and physical event revenue

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

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

Virtual events are online events and conferences where participants

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

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.

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.

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

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.

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.

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.

The Company’s CODM evaluates financial information as a whole for the purpose of assessing financial performance and making operating

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, 2025 and 2024,

there were two customers who accounted for more than 10 % of the Company’s total revenue in both periods.

As of March 31, 2025 and

December 31, 2024, there were three and two customers, respectively, who accounted for more than 10 % of the Company’s total accounts

receivable in the respective periods.

For the three months ended March 31, 2025 and 2024,

there were three suppliers who accounted for more than 10 % of the Company’s total purchase in both periods.

As of March 31, 2025

and December 31, 2024, there were two and four suppliers, respectively, who accounted for more than 10 % of the Company’s total accounts

payable in the respective periods.

Cash Equivalents

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

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

of the Company’s total revenue in both periods.

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

who accounted for more than 10 %

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

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

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

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

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

and Cash Equivalents

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

Receivable, Net

Accounts receivable

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

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

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, also at each reporting date, this estimate is

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

This estimate is calculated on a pooled basis

where similar risk characteristics exist.

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.

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

90 days of the invoice date.

receivable are subject to collection risk.

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

extends credit on account, without collateral.

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

In addition, also at each reporting date, this

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

This estimate is calculated on

a pooled basis where similar risk characteristics exist.

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, 2025 and December 31, 2024.

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, 2025 and 2024.

The amount of accounts receivable included at the

beginning of each period presented was $ 515 and $ 359 , respectively.

Deferred Offering Costs

Deferred offering costs include specific incremental costs directly attributable to the Company’s public offering of securities.

The Company did

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

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

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 six months

ended June 30, 2025 and 2024.

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

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 will

be charged against the gross proceeds of the offering.

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

in the Consolidated Balance Sheets.

Upon the completion of the public offering, the deferred offering costs are fully charged to additional

paid-in capital.

Upon the completion of the public offering, the deferred offering costs were fully charged to additional paid-in capital.

These costs are being deferred and

will be charged against the gross proceeds of the offering.

Deferred offering costs are included in prepaid expenses and other current

assets in the Consolidated Balance Sheets.

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

was no balance as of June 30, 2025.

and Equipment, Net

equipment are recorded at the cost less accumulated depreciation.

and equipment are recorded at the cost less accumulated depreciation.

Depreciation is computed using the straight-line method.

8 unchanged sentences

Shorter of 10 years or lease term

Repair and maintenance

costs are expensed as incurred.

Intangible assets

consist of capitalized software.

and maintenance costs are expensed as incurred.

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 years, and are recorded in cost of revenue in the Consolidated Statements of Operations.

The costs incurred prior to the application development stage and post implementation are expensed

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

or Disposal 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 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.

accounts for each lease and any non-lease components associated with that lease as a single lease component for all asset classes.

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.

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

ASC 820 also establishes a fair value hierarchy, which

prioritizes the inputs to valuation techniques used to measure fair value into three levels.

GAAP established a hierarchy framework

to classify the fair value based on the observability of significant inputs to the measurement.

The levels of the fair value hierarchy are as follows:

Quoted price in an active market for identical

assets or liabilities.

Quoted prices for similar assets and liabilities

in active markets or inputs that are observable.

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.

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.

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

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.

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.

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.

Value Measurements

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

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.

820 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three

GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to

the measurement.

levels of the fair value hierarchy are as follows:

Quoted price in an active market for identical assets or liabilities.

Quoted prices for similar assets and liabilities in active markets or inputs that are observable.

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

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

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.

The amount of revenue recognized during the three

months ended March 31, 2025 and 2024 that was included in deferred revenue at the beginning of each period was $ 147 and $ 275 , respectively.

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

Advertising and marketing costs

are expensed as incurred and are included in selling, general and administrative expenses in the Consolidated Statement of Operations.

For the three months ended March 31, 2025 and 2024, these costs were $ 158 and $ 21 , 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, 2025 and

2024, the Company recognized $ 18 and $ 13 , respectively, of expenses for the defined contribution plans.

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.

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

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.

Basic net loss per common stock

is calculated by dividing the net loss by the weighted-average number of common stocks outstanding during the period, without consideration

for potentially dilutive securities.

Diluted net loss per common stock is computed by dividing the net loss by the weighted-average number

of common stocks and potentially dilutive securities outstanding for the period determined using the treasury stock method.

The amount of revenue recognized

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

$ 275 , respectively.

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

and Marketing Costs

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

of Operations.

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

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

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

During the six months

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

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.

Company recognizes deferred tax assets to the extent that these assets are believed to be more likely than not to be realized.

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.

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 common stocks outstanding during the

period, without consideration for potentially dilutive securities.

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

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

the treasury stock method.

Issued Accounting Pronouncements

8 unchanged sentences

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

The requirements are

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

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 requirements

are 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.

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

1 unchanged sentence

The standard requires

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

a quantitative threshold.

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

to income and income tax expense from continuing operations.

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

meet a quantitative threshold.

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

related to income and income tax expense from continuing operations.

The standard is effective for fiscal years beginning after December

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

The Company is currently evaluating

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

The Company is currently

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

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

5 unchanged sentences

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

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

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

Early adoption is not permitted.

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

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

Property and Equipment, Net

of March 31, 2025 and December 31, 2024, property and equipment

consisted of the following:

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

of Property and Equipment

5 unchanged sentences

Total property and equipment, net

The Company recognized depreciation expenses on property and equipment of $ 13 and $ 13 during the three months ended March 31, 2025 and

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

respectively.

Intangible Assets, Net

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

As of March 31, 2025 and December 31, 2024, the

balance of the capitalized software was $ 4,297

and $ 4,024 ,

respectively, of which $ 491

was under the application development stage as of the respective period end.

The Company has performed impairment assessment

and identified no triggering events or circumstances indicating that the carrying amount of the intangibles may be impaired and determined

no impairment was necessary.

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

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

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

stage as of the respective period end.

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

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

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

of Intangible Assets

4 unchanged sentences

Intangible assets, net

Company recognized amortization expenses on intangible assets of $ 136

during the three months ended March 31, 2025 and 2024, respectively.

has an operating lease for its office space in Pennsylvania.

As of March 31, 2025 and December 31, 2024, the following amounts were recorded

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

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

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

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

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

Schedule of Operating Lease

Right-of-Use Assets

Operating lease assets

Operating lease assets, net

Lease Liabilities

1 unchanged sentence

Operating lease liabilities - Non-current

The following table summarizes the contractual maturities

of operating lease liabilities as of March 31, 2025:

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

Schedule of Maturities of Operating Lease Liabilities

5 unchanged sentences

Non-current lease liabilities

The following table illustrates information for the

Company’s operating lease during the three months ended March 31, 2025 and 2024:

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

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

1 unchanged sentence

Weighted average discount rate

and Contingencies

Guarantees and Commitments

There were no commitments under certain purchase or

guarantee arrangements as of March 31, 2025 and December 31, 2024.

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, 2025 and December 31, 2024.

Commitments and Contingencies

and Commitments

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

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

or proceedings.

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

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.

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

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

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

Accrued Expenses

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

Schedule of Accrued Expenses

3 unchanged sentences

Total accrued expenses

Loans – Related Party

Short-term loans as of March 31, 2025 and December

31, 2024 consisted of the following:

Short-term Loans – Related Party

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

Schedule of Short-term Loans

Interest Rate

December 31, 2025

June 30, 2025

Wizlearn Technologies Pte.

June 30, 2025

Naoaki Mashita

December 31, 2025

Total short-term loans

Loss per Share

The following

table sets forth the computation of basic and diluted net loss per share:

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

and Wizlearn Technologies Pte.

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

The Company expects to complete the amendment in the third quarter

Net Loss per Share

following table sets forth the computation of basic and diluted net loss per share:

Schedule of Net Loss per Share

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Basic and Diluted Net Loss Per Common Share:

2 unchanged sentences

Net loss per common share – basic and diluted

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:

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

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

of Dilutive Securities Excluded from Computation of Net Loss

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Common stock options

Stockholders’

31, 2025, the Company has authorized 1,000,000 shares of preferred stock with rights and preferences, including voting rights, to be designated

from time to time by the board of directors.

There were no shares of preferred stock issued or outstanding as of March 31, 2025.

31, 2025, the Company has authorized 250,000,000 shares of common stock.

Each holder of common stock shall be entitled to one vote for

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

Stockholders’ Equity

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

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

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

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

Each holder of common stock shall be entitled to one

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

meeting or the Board of Directors.

The total common stock issued and outstanding as of March 31, 2025 was 28,693,442 shares.

On October 9, 2024, the Company’s sole director

and majority stockholder approved a reverse stock split of the Company’s issued common stock at a ratio of 2:1, which became effective

on October 9, 2024.

As a result of the reverse stock split, 25,000,000 shares of common stock were issued and outstanding.

believes it is appropriate to reflect the above transactions on a retroactive basis in accordance with ASC 260.

All references made to

share or per share amounts herein have been retroactively adjusted to reflect the 2:1 reverse split.

On December 23, 2024, the convertible promissory note

dated September 5, 2024, held by Naoaki Mashita, the Chief Executive Officer of V-Cube, Inc., the principal stockholder of the Company,

having the outstanding principal balance of $ 317 was partially converted into 689,130 fully paid and non-assessable unregistered shares

of common stock of the Company at a conversation price of $ 0.46 per share, relative to the principal amount outstanding, in accordance

with the terms thereof.

On February 18, 2025, the Company completed

its initial public offering (“IPO”) of 1,667,000

shares of common stock at a public offering price of $ 6.00

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

payable by the Company, were approximately $ 8,900 .

Upon closing of the IPO, the Company issued to Bancroft Capital, LLC warrants to purchase an aggregate of 5 % of the shares of common stock

sold in the offering.

Pursuant to the agreement, the warrants are exercisable in whole or in part, commencing 181 days after the date

of the commencement of the sales of the public securities and expiring on the five-year anniversary of the date of commencement of sales

in the offering, at an exercise price per share equal to 120 % of the public offering price per share.

No warrants were exercised as of

the period ended March 31, 2025.

On February 19, 2025, Spirit Advisors, LLC (“Spirit

Advisors”) elected to exercise certain warrants in full that were issued to it by the Company in partial consideration for consulting

services rendered in connection with the IPO.

The net shares issued pursuant to such exercise were 1,337,312 shares of the Company’s

common stock.

On March 17, 2025, the Company’s Board of Directors

approved a share repurchase program under which the Company may repurchase up to $ 1,000 of its outstanding shares of common stock.

March 18, 2025, the Company entered into a letter agreement with Bancroft Capital, LLC to assist the Company with its share repurchase

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

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

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

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

of common stock were issued and outstanding.

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

basis in accordance with ASC 260.

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

the 2:1 reverse split.

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

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

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

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

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

offering price of $ 6.00 per share.

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

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

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

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

The net shares issued pursuant

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

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

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

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

LLC to assist the Company with its share repurchase program.

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

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

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

Company totaling approximately $ 4.9

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

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

The Settlement Shares

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

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

freely trading shares pursuant to the agreement.

30, 2025, the total 6,442,145

shares were issued in settlement of claims.

accordance with ASC 470-50, Debt - Modifications and

Extinguishments , the transaction was accounted

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

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

The equity instruments issued were measured

at their fair value on the respective issuance settlement dates.

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

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

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

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 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

2,640,250 shares of common stock at an exercise price of $ 0.46 per share.

The options have a contractual term of ten years and vest upon

the satisfaction of service conditions for Company employees and performance conditions for Company directors.

Of the 2,640,250 stock

options granted, 1,122,925 stock options vested on February 18, 2025 upon the completion of the Company’s IPO.

The 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.

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 2,640,250 shares of common stock at an exercise price of $ 0.46 per share.

The options have

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

for Company directors.

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

of the Company’s IPO.

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

4 unchanged sentences

Risk-free rate

Company recognized stock-based compensation expenses of $ 3,512 and nil

during the three months ended March 31, 2025 and 2024, respectively.

Stock-based compensation expenses are included in the selling,

general and administrative expenses in the Consolidated Statements of Operations.

The following

is a summary of stock option activity under the Company’s Equity Incentive Plan during the three months ended March 31, 2025:

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

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

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

of Stock Option Activity

4 unchanged sentences

( 1,122,925 )

Unvested balance as of March 31, 2025

As of March 31, 2025, the Company’s unrecognized

stock based compensation expense for unvested options was $ 4,750 .

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, 2025 and 2024.

The Company had

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

during the three months ended March 31, 2025 and 2024.

All revenue during

the three months ended March 31, 2025 and 2024 was recognized when the performance obligation was satisfied at point in time.

Unvested balance as of June 30, 2025

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

Disaggregation

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

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

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

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

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

when the performance obligation was satisfied at point in time.

Schedule of Disaggregation of Revenue

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Delivered events - Virtual and Hybrid

Delivered events - Physical

The following table summarizes

the activity in deferred revenue during the three months ended March 31, 2025 and the year ended December 31, 2024:

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

Schedule of Activity In Deferred Revenue

Three months ended

Six Months ended

Balance, beginning of year

2 unchanged sentences

Balance, end of year

Disaggregation of Cost

The table below reflects cost of revenue by major

source for the three months ended March 31, 2025 and 2024.

Cost of Revenue

Disaggregation

of Cost of revenue

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

30, 2025 and 2024.

Schedule of Disaggregation of Cost of Revenue

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Delivered events - Virtual and Hybrid

Delivered events - Physical

On February 5, 2024, the V-Cube, Inc., the principal

shareholder of the Company, entered into a consulting and services agreement with Spirit Advisors, which agreement was assigned to and

assumed by the Company on September 5, 2024.

Pursuant to the agreement, the Company agreed to compensate Spirit Advisors with warrants,

which became exercisable upon completion of the Company’s IPO for the period of 10 years to purchase 4.9 % of the fully diluted share

capital of the Company as of February 12, 2024 for an exercise price per share of US$ 0.02 , subject to adjustments as set forth in the

warrants, as partial compensation for professional services provided by Spirit Advisors in connection with the IPO.

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 1,337,312 shares of common stock.

The related parties that had material

balances as of March 31, 2025 and December 31, 2024 and transactions for the three months ended March 31, 2025 and 2024 consist of the

Consulting and Advisory Agreement

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

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

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

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

including positioning, media planning, and campaign execution.

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

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

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

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

and cashless exercise rights if unregistered.

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

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

The Company expects to issue

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

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

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 US$ 0.02 ,

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

connection with the IPO.

warrants became exercisable upon the completion of the IPO.

On February 19, 2025, Spirit Advisors elected to exercise its warrants in

The net shares issued under this exercise were 1,337,312 shares of common stock.

Related Party

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

2025 and 2024 consist of the following:

Schedule of Related Parties Material Balances and Transactions

Name of Related Party

Nature of Relationship at March 31, 2025

Nature of Relationship as of June 30, 2025

The principal shareholder of the Company

1 unchanged sentence

An affiliate of the Company

Naoaki Mashita

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

Name of Related Party

Nature of Relationship as of December 31, 2025

Nature of Relationship at December 31, 202 4

Dyventive, Inc

6 unchanged sentences

An affiliate of the Company

had the following related party balances as of March 31, 2025 and December 31, 2024:

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

Schedule of Related Party Balances

of transactions

Nature of transactions

Receivable due from related parties:

Dyventive, Inc

Accounts receivable related to sales from delivered events

PharMethod, Inc

Accounts receivable related to sales from delivered events

Advance to related party:

Advance payment

made for IT outsourcing and market advisory services

Advance payment made for IT outsourcing and market advisory services

Advance payment made for marketing and business development

1 unchanged sentence

Advance payment made for advisory services

due to related party:

payable related to rental expenses

payable related to operating expenses

loans due to related parties:

payable for working capital

Technologies Pte.

payable for working capital

— related party, including $ 2,102 classified as current and $ 3,163 classified as long-term, represent payments

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

These amounts

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

Amounts set forth

below are for advances made in respect of fees due pursuant to the agreements described in Item 5 of this quarterly report.

had the following related party transactions for the three months ended March 31, 2025 and 2024:

Payable due to related party:

Accounts payable related to rental expenses

PharMethod, Inc

Accounts payable related to operating expenses

Short-term loans due to related parties:

Loan payable for working capital

Wizlearn Technologies Pte.

Loan payable for working capital

Naoaki Mashita

Loan payable for working capital

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

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

These amounts will be reimbursed

to the Company by V-Cube, Inc.

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

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

Schedule of Related Party Transactions

Months Ended March 31,

Months Ended June 30,

of transactions

from related parties:

from delivered events

General and Administrative Expenses with related party:

expense for the Company’s office

IT outsourcing and market advisory services and marketing and business development

The Company has evaluated subsequent

events after the consolidated balance sheet date through May 19, 2025, 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, except those disclosed below.

On April 23, 2025, the Company entered into a Settlement

Agreement and Stipulation (the “Settlement Agreement”) with Sunpeak Holdings Corporation (“SHC”), which became

effective on April 30, 2025, to settle outstanding claims owed to SHC.

Pursuant to the Settlement Agreement, SHC has agreed to purchase

certain outstanding payables between the Company and designated vendors of the Company totaling approximately $ 4.9 million (the “Claims”)

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

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

terms of the Settlement Agreement.

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

to the Settlement Agreement.

Dyventive, Inc

Sales from delivered

PharMethod, Inc

Sales from delivered events

Selling, General and Administrative Expenses with related party:

Rental expense for the Company’s

Subsequent Events

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

except those disclosed below.

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