What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-03-17 compared with 2025-12-23 · 148 added, 114 removed, 215 unchanged (55% of the section changed)

11 unchanged sentences

figures and rounded to the nearest whole number .

operate through Yuanyu Enterprise Management Co., Limited (“YYEM”), a Hong Kong-based subsidiary established in November

2021 that is engaged in the emerging love and marriage market sector.

operate principally through Yuanyu Enterprise Management Co., Limited (“YYEM”), a Hong Kong-based subsidiary established

in November 2021 that is engaged in the emerging love and marriage market sector.

mission is to empower global connections through innovative matchmaking technology.

6 unchanged sentences

have license agreements in place with various entities to use the IP in numerous countries across Asia, Europe, and Africa, generating

royalties of $6.0 million in the six months ended October 31, 2025.

In January 2025, as part of our efforts to diversify our revenue streams,

we announced the development of a social networking vertical, through which we would provide content to TikTok and similar social media

Our revenue relating to social networking will depend on performance-based conversion metrics.

We expect this business to begin

generating revenue in the current fiscal year.

royalties of $7.25 million in the nine months ended January 31, 2026.

January and February 2025, as part of our efforts to diversify our revenue streams, we announced the development

of a social networking vertical, in which we would provide content to TikTok and similar social media ventures.

Our revenue relating

to social networking will depend on performance-based conversion metrics.

In the nine months ended January 31, 2026, our social media advertising business generated revenue of $5.7 million.

August 2025, we signed a $500 million joint venture agreement to form AiRWA Exchange, a digital asset exchange focused on the tokenization

9 unchanged sentences

support the development of our AiRWA Exchange, we intend to leverage our commercial relationships, launching our Exchange services to

our JV partner’s millions of users to help scale the Exchange’s operations more quickly, and partnering with a leading

our JV partner’s millions of users in order to help scale the Exchange’s operations more quickly, and partnering with a leading

provider of digital asset intelligence and security solutions, to add advanced monitoring, threat detection, and compliance capabilities

14 unchanged sentences

$200 million.

As of December 15, 2025, we had sold 21,775,662 shares (adjusted for the Reverse Stock Split) and raised $177,099,426

following payment to the Placement Agent of 3% of the gross proceeds and certain other expenses.

October 22, 2025, we entered into a share purchase agreement with Mr.

Zhou, the Chairman of the Company, to acquire from him the 30%

of the share capital of our YYEM operating subsidiary that we did not already own for $36,000,000, payable in cash.

on October 22, 2025, we filed a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State

of Delaware to effect a reverse stock split of the Common Stock at a ratio of 1-for-50 (the “Reverse Stock Split”), which

became effective on October 27, 2025.

As of January 31, 2026, we had sold 21,775,662 shares (adjusted for stock splits) and raised $177,099,426

after payment to the Placement Agent of 3% of the gross proceeds and certain other expenses.

January 30, 2026, we entered into a share purchase agreement with various sellers to acquire all the share capital of Aberfeldy Holdings Limited,

a Seychelles holding company owning 100% of 26 Rafael Sdn.

Bhd., a Malaysian operating company (the “Target Subsidiary”),

for $140,000,000, payable in cash.

Target Subsidiary is an AI-specialist company providing end-to-end full-cycle services designed to empower enterprises to transition

seamlessly from raw data to intelligent applications.

Its business is structured around five interconnected AI-related modules, together

forming a closed-loop system in which data generation, model refinement, and operational feedback continuously reinforce one another.

Its services are tailored to specialist industries such as healthcare, industrial manufacturing, and autonomous driving.

on October 22, 2025, as previously reported on Form 8-K and on our Form 10-Q for the quarter ended October 31, 2025, we filed a

Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a

reverse stock split of the Common Stock at a ratio of 1-for-50, which became effective on

October 27, 2025.

of Results of Operations

revenue is generated from license fees paid by customers for the use of our technology.

revenue is generated principally from license fees paid by customers for the use of our technology The Company also provides digital

marketing solution services related to performance advertising across diversified advertising channels.

of revenue consists primarily of amortization charges against intangible assets (specifically, technology rights), which are directly

attributable to revenue.

our advertising business, cost of revenue primarily consists of media and platform costs and third-party cooperating-platform and

campaign delivery costs.

and administrative expense primarily consists of salaries and benefits for employees involved in general corporate functions;

4 unchanged sentences

of Operations

Six months ended, and three months ended, October 31,

2025 compared to the six months ended, and three months ended, October 31, 2024

following are the results of our operations for the six-month period ended, and the three-month period ended, October 31, 2025, as compared

months ended, and three months ended, January 31, 2026 compared to the nine months ended, and three months ended, January 31, 2025

following are the results of our operations for the nine-month period ended, and the three-month period ended, January 31, 2026, as compared

to the corresponding periods a year earlier:

and Marketing Expenses

and Administrative Expenses

Nine Months Ended January

Three Months Ended

Cost of Revenue

Operating Expenses:

revenue decreased by $0.5 million, or 8%, from $6.5 million for the six-month period ended October 31, 2024 to $6.0 million for the six-month

period ended October 31, 2025, Our revenue decreased by $0.3 million or 8.0% from $3.2 million for the three- month period ended October

31, 2024 to $3.0 million for the three-month period ended October 31, 2025 which was attributable to a minor timing difference resulting

from the dates on which the various license agreements were signed

cost of revenue did not change because it consists of the amortization of our IP intangible assets, which remained constant.

Selling and Marketing Expenses

Our selling and marketing expenses were

$0.5 million in the six-month and three-month periods ended October 31, 2025 as we began amortizing agent fees in relation to the Company’s

previously announced TikTok advertising business.

General and Administrative Expenses

Total Operating Expenses

Operating (Loss)/Income

revenue increased by $3.2 million, or 32%, $13.0 million for the nine-month period ended January 31, 2026, from $ 9.8

million for the corresponding period a year earlier.

Our revenue increased by $3.7 million, or 113%, to $7.0 million for the

three-month period ended January 31, 2026, from $3.2

million for the corresponding period a year earlier.

In both these cases, the increases were attributable to the new source

of revenue from our advertising business .

this new business line totaled $5.0 million or 44% of total revenue for the three-month period ended January 31, 2026.

was primarily derived from the provision of performance advertising services across diversified advertising channels, such as Google

and Meta, and included services such as marketing strategy and planning, media placement, creative production, and campaign

monitoring, analytics, optimization, and reporting.

The addition of this new revenue stream was a major driver of the

Company’s increase in revenue over the nine-month and three-month periods and reduces comparability to prior

cost of revenue increased by $5.8 million, or 261%, to $8.1 million for the nine-month period ended January 31, 2026, from $2.2

million for the corresponding period a year earlier.

Our cost of revenue also increased by $5.8 million, or 784%, to $6.6 million

for three-month period ended January 31, 2026 from $0.7 million for the corresponding period a year earlier.

These increases were

driven by the Company’s new business line.

and Marketing Expenses

selling and marketing expenses were $0.5 million and nil in the nine-month and three-month periods ended January 31, 2026 respectively

as we began amortizing agent fees in relation to the Company’s social media advertising business.

and Administrative Expenses

and administrative expenses, which mainly consist of salaries, professional fees, and other general office and administrative

expenses, increased by $2.2 million, from $0.3 million to $2.5 million, for the six-month period ended October 31, 2025 compared

with the same period a year earlier.

These expenses increased by $1.55 million, from $0.2 million to $1.75 million, for the

three-month period ended October 31, 2025 compared with the same period a year earlier.

These increases were primarily driven by

higher costs relating to YYEM becoming an operating subsidiary of a Nasdaq-listed company, which occurred in November 2024, between

the two comparison periods.

These costs included audit fees, investor relations consulting fees, legal fees, insurance premiums, and

directors’ and officers’ compensation.

expenses, increased by $2.1 million, or 96.0%, to $4.5 million, for the nine-month period ended January 31, 2026 compared with

$ 2.3 million for the corresponding period a year

This increase was primarily driven by higher professional and management costs relating to the build-out of our new social

media advertising business and the acquisition of the AI data business.

General and administrative expenses did not change

significantly for the three-month period ended January 31, 2026 compared with the corresponding period a year earlier.

and Capital Resources

We finance our operations

primarily through cash generated from financing activities.

We had working capital, or net current assets, of $156.0 million as of

October 31, 2025, compared to $15.9 million as of April 30, 2025, an increase of approximately $140.5 million, or 884%.

comparison with April 30, 2025, our accounts receivable as of October 31, 2025, decreased by $3.0 million as a result of collections

from a major customer during the quarter.

The reduction was driven by the receipt of payments on outstanding invoices and reflects

normal fluctuations in working capital related to the timing of billings and collections.

As of October 31, 2025, we had retained

earnings of $27 million.

cash and cash equivalents increased by about $105.45 million, from $0.05 million as of April 30, 2025 to $105.5 million as of October

31, 2025, because of the settlement of accounts receivable and as a result of the funds we raised under our ATM facility, as described

following is a summary of our cash flows from operating, investing, and financing activities for the six-month periods ended October

principal sources of liquidity during the nine-month period ended January 31, 2026, were cash generated from financing activities and

cash provided by operating activities.

Our primary liquidity requirements were funding working capital, making investments in subsidiaries,

paying vendors and service providers, and supporting our ongoing business expansion.

of January 31, 2026, we had working capital, defined as current assets less current liabilities, of $49.7 million, compared to $15.9

million as of April 30, 2025, representing an increase of approximately $33.8 million, or 212%.

This increase in working capital was

primarily attributable to an increase in cash and cash equivalents and prepayments and deposits, partially offset by increases in accounts

receivable and other working capital balances.

receivable increased by approximately $0.9 million as of January 31, 2026, compared to April 30, 2025, primarily due to the expansion

of our advertising business, which generated higher revenue during the period.

Prepayments and deposits increased by approximately $4.2

million as of January 31, 2026, from nil as of April 30, 2025, primarily due to advance payments made to vendors and service providers

in connection with our operating activities and business expansion.

Cash and cash equivalents increased by approximately $36.0 million,

from $0.05 million as of April 30, 2025, to $36.0 million as of January 31, 2026, primarily due to proceeds raised under our at-the-market,

or ATM, facility and other equity financing transactions, as well as cash collections from customers.

following is a summary of our cash flows from operating, investing, and financing activities for the nine-month periods ended January

31, 2026 and 2025:

Months Ended October 31,

(Used in)/Provided by Operating Activity

$ (31,889,74 6 )

$ (32,067,894 )

Cash Flow Used in Investing

Nine Months Ended January 31,

Cash Flow Provided by Operating Activity

Cash Flow Used in Investing Activity

(165,797,198 )

Cash Flow Provided by

Financing Activities

Cash Flow Provided

by Financing Activities

$ 197,632,614

cash used in operating activities was $31.9 million for the six-month period ended October 31, 2025, compared with $0.2 million of net

cash provided by operating activities for the same period in the prior year, a decline of $32.1 million in operating cash flow.

change was driven primarily by deposits, prepayments and other receivables, namely a $377 million decline in net current assets as a

result of higher deposits and prepayments made in connection with new business activities and advance payments for services and rental

These amounts required cash outflows during the period, which were recorded as reductions of assets rather than as current

As a result, these deposits and prepayments reduced operating cash flow, with the related expenses being recognized

in future periods.

cash provided by operating activities was approximately $0.18 million for the six months ended October 31, 2024.

Net income of

approximately $3.9 million was largely offset by the combined effects of a $4.2 million increase in accounts receivable resulting

from delayed payments from customers, which negatively affected operating cash flow, and a $1.8 million decrease in other

receivables due to collections received during the period, which partially mitigated the increase in accounts receivable.

cash flow used in investing activity for the six-month period ended October 31, 2025 consisted of the $36.0 million purchase of all

of the shares of our operating subsidiary that we did not already own, as more fully described above.

The Company did not engage in

any investing activities during the six-month period ended October 31, 2024.

flow provided by financing activities rose by approximately $173.3 million for the six-month period ended October 31, 2025, as a

result of private placement proceeds and the receipt of funds raised under our ATM facility.

Net cash provided by financing

activities during the six-month period ended October 31, 2024 reflected changes in related-party balances, including an increase in

amounts due to related parties and a decrease in amounts due from related parties, representing financing support and collections

received during the period.

cash provided by operating activities was $3.8 million for the nine-month period ended January 31, 2026.

Operating cash flow was

primarily affected by changes in working capital accounts, primarily the increase in accounts payable of $4.0 million, the increase

in income taxes payable of $0.6 million, and the increase in accrued expenses of $0.4 million, which were partially offset by an

increase in prepayments and deposits of $4.4 million and increases in accounts receivable and other receivables.

The increase in

prepayments and deposits was primarily the result of refundable advance payments made to vendors and service providers in connection

with the Company’s advertising business and expansion activities.

The increase in accounts receivable was mainly attributable

to higher revenue generated from the launch of the advertising business, while the increase in other receivables primarily

related to amounts paid on behalf of another company.

The increase in accounts payable and accrued expenses was

mainly due to the timing of payments to vendors and service providers as the Company expanded its operations.

cash used in investing activities was $165.8 million during the nine-month period ended January 31, 2026, consisting primarily of

payments of $36.0 million and $129.8 million for investments in subsidiaries.

The significant use of cash in investing activities

reflected the Company’s strategic expansion and acquisition-related activities during the period.

Accordingly, the fluctuation

in investing cash flows was primarily driven by these investments, which were not part of the Company’s ordinary operating

cash provided by financing activities was $197.6 million during the nine months ended January 31, 2026.

Financing cash inflows consisted

primarily of $172.6 million of proceeds from the Company’s ATM offering, $14.8 million from a direct offering, $4.6 million

from a private placement, and $5.8 million from an issuance of shares to our Chairman.

The increase in financing cash flows was primarily

attributable to the Company’s capital-raising activities undertaken to fund its investments in subsidiaries, support working

capital needs, and provide liquidity for business expansion.

As a result, financing activities were the principal source of cash

during the period.

on our current operating plans, we believe that our existing cash at the time of this filing will be sufficient to meet our anticipated

12 unchanged sentences

accounting policies that involve significant estimates and judgment of management.

preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenue and expenses during the reporting period.

The Company regularly evaluates estimates and assumptions

related to long-lived assets and deferred income tax asset valuation allowances.

The Company bases its estimates and assumptions on current

facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which

form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are

not readily apparent from other sources.

The actual results experienced by the Company may differ materially from the Company’s

To the extent there are material differences between the estimates and the actual results, future results of operations will

preparation of these financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the

financial statements and the reported amounts of revenue and expenses during the reporting period.

The Company regularly evaluates

estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances.

The Company bases its

estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under

the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and

the accrual of costs and expenses that are not readily apparent from other sources.

The actual results experienced by the Company

may differ materially from the Company’s estimates.

To the extent there are material differences between the estimates and the

actual results, future results of operations will be affected.

for Credit Losses

16 unchanged sentences

After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

As of October 31, 2025 and April 30, 2025, the Company had made no reserves.

As of January 31, 2026 and April 30, 2025, the Company had made no reserves.

of long-lived assets

7 unchanged sentences

Impairment charge recognized

for the six months ended October 31, 2025 and 2024 was nil.

for the nine months ended January 31, 2026 and 2024 was nil.

value of financial instruments

40 unchanged sentences

liability of the members could be changed if an adjustment in the Company’s income is ultimately sustained by the taxing authorities.

Company accounts for share-based compensation in accordance with ASC 718, Compensation—Stock Compensation.

Under the fair

value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the

award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

Accounting Pronouncements

1 unchanged sentence

results of operations, cash flows, or disclosures.

November 2024, the FASB issued ASU 2024-03, Reporting Comprehensive Income — Expense Disaggregation Disclosures, which focuses

on improving the disclosures about a public business entity’s expenses and address requests from investors for more detailed information

about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly

presented expense captions (such as cost of sales, general and administrative expenses, and research and development).

ASU 2024-03 is

effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15,

November 2024, the Financial Accounting Standards Board (the “ FASB ”) issued ASU 2024-03, Reporting Comprehensive

Income — Expense Disaggregation Disclosures, which focuses on improving the disclosures about a public business entity’s

expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory,

employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, general

and administrative expenses, and research and development).

ASU 2024-03 is effective for annual reporting periods beginning after December

15, 2026, and for interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting the standard and does not expect that the

adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.

The Company is currently

evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on

its financial position, results of operations, or cash flows.

November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

12 unchanged sentences

periods beginning after December 15, 2027.

Early adoption of is permitted.

Early adoption is permitted.

The Company is currently evaluating the impact of this amendment

43 unchanged sentences

does not expect adoption of this standard to have a material impact on its financial statements.

December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11,

Interim Reporting (Topic 270):

Improvements to Interim Disclosure Requirements .

The standard clarifies disclosure requirements

for interim financial statements and is effective for interim periods beginning after December 15, 2026.

December 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270):

to Interim Disclosure Requirements .

The standard clarifies disclosure requirements for interim financial statements and is effective

for interim periods beginning after December 15, 2026.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

The Company is currently evaluating the impact of

this guidance on its condensed consolidated financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 2. Management’s Discussion and Analysis