What changed in this filing

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Item 1. Financial Statements

2026-09-22 compared with 2026-03-17 · 1037 added, 624 removed, 361 unchanged (82% of the section changed)

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dollars, except for numbers of shares or as otherwise noted)

January 31, 2026

July 31, 2026

April 30, 2026

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Accounts receivable

Amount due from related party

Contract costs

Right-of-use asset

Digital assets

Other receivables

Total Current Assets

Non-Current Asset:

Property, plant and equipment, net

Development costs

Non-Current Assets:

Property and equipment, net

Intangible assets, net

Goodwill and intangible assets

Total Non-Current Asset

Total Non-Current Assets

$ 257,908,534

$ 210,355,601

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:

Account payable

Accounts payable

Accrued expenses

Other payable

Contract liabilities

Amount due to related party

Income taxes payable

Deferred consideration payable

Contingent consideration payable

Total Current Liabilities

Non-current Liability:

Deferred tax liabilities

Total Non-Current Liability

Total Liabilities

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SHAREHOLDERS’ EQUITY

Common stock, par value $ 0.001 , 1,000,000,000 shares authorized as of both January 31, 2026 and April 30, 2025;

and 42,142,432 and 291,261 * shares issued and outstanding as of January 31, 2026 and April 30, 2025, respectively

Common stock, $ 0.001

1,000,000,000 shares authorized;

approximately 52,678 and 52,678

shares issued and outstanding as of July 31 and April 30, 2026, respectively.

Additional paid-in capital

(Accumulated deficit)/Retained earnings

Accumulated deficit

( 11,944,599 )

( 11,437,406 )

Total AiRWA Inc.

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$ 257,908,534

to reflect the reverse stock split described in Note 17.

$ 210,355,601

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

STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)/INCOME

THE NINE-MONTH AND THREE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025

THE THREE-MONTH PERIODS ENDED JULY 31, 2026 AND 2025

dollars, except for numbers of shares or as otherwise noted)

For the Three-Month

For the Nine-Month

For the Three-Month Periods Ended July 31,

COST OF REVENUE

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NON-OPERATING INCOME

Gain on financial assets at fair value through profit or loss

Interest income

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NON-OPERATING EXPENSE

Loss on financial assets at fair value through profit or loss

Share guarantee income/(loss)

Change in fair value of derivative liability

Share guarantee expense

( 1,081,758 )

Interest expense

Total Non-Operating Expense

( 1,081,758 )

NET (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE

Income tax expense

( 1,250,762 )

NET (LOSS)/INCOME

NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST

NET INCOME/(LOSS) TO CONTROLLING INTEREST

NET (LOSS)/INCOME ATTRIBUTABLE TO CONTROLLING INTEREST

$ ( 507,193 )

Net (loss)/income per share - basic

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STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

THE NINE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025 AND

FOR THE THREE-MONTH

PERIODS ENDED JANUARY 31, 2026 AND 2025

THE THREE-MONTH PERIODS ENDED JULY 31, 2026 AND 2025

dollars, except for numbers of shares or as otherwise noted)

Paid-in Capital

(Accumulated deficit) / Retained earning

Shareholders’ Equity

Non-Controlling Interest

Total Shareholders’ Equity

Retained Earnings

(Accumulated Deficit)

shareholders’

Shareholders’

Balance as of - May 1, 2025

Reverse merger adjustment

Stock-based compensation

Net income for the period

Balance as of January 31, 2025

Balance as of November 1, 2024

Reverse merger adjustment

Stock-based compensation

Net income/(loss)for the period

Balance as of January 31, 2025

Balance as of – July 31, 2025

Balance as of - May 1, 2026

Stock issued for:

Private Placement

At-the-market transaction

Allotment of share

Fractional adjustment in reverse split

$ 182,000,909

Increase of shareholdings of a subsidiary

$ ( 11,437,406 )

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$ 170,563,555

( 35,997,508 )

Net loss for the period

Balance as of - January 31, 2026

$ 215,883,762

$ ( 29,308,593 )

$ 187,547,349

Balance as of November 1, 2025

$ 191,380,857

$ ( 26,944,058 )

$ 165,385,865

$ 191,380,857

$ ( 26,944,058 )

$ 165,385,865

Stock issued for:

At-the-market transaction

Allotment of share

Increase of shareholdings of a subsidiary

Net loss for the period

( 1,615,516 )

Net (loss)/income

( 1,615,516 )

Balance as of - January 31, 2026

$ 215,883,762

$ ( 29,308,593 )

$ 187,547,349

Acquisition of non-controlling interest

Net income (loss)

Balance as of - July 31, 2026

$ 182,000,909

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

STATEMENTS OF CASH FLOWS

THE NINE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025

STATEMENTS OF CASH FLOW

THE THREE-MONTH PERIODS ENDED JULY 31, 2026 AND 2025

dollars, except for numbers of shares or as otherwise noted)

For the Nine-Month Period Ended

For the Three-Month Periods Ended July 31,

CASH FLOW FROM OPERATING ACTIVITIES

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Adjustments to reconcile net income to net cash used in operating activities

Amortization expense

Loss on financial assets at fair value through profit or loss

Change in fair value of derivative liability

Stock-based compensation

Amortization expense on intangible assets

Depreciation of property and equipment

Amortization of operating lease right-of-use asset

Gain on Financial Assets at FVTPL

( 1,081,758 )

Interest expense on deferred consideration payable and contingent consideration

Deferred tax benefit

( 1,081,209 )

Changes in assets and liabilities, net of acquired amounts

Accounts receivable

Accounts receivables

( 3,000,000 )

Digital assets

Other receivables

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( 3,373,928 )

Accounts payable

Contract costs

Account payable

Accrued expenses

Contract liabilities

( 5,047,500 )

Income taxes payable

Other payable

Net cash (used in)/provided by operating activities

CASH FLOW FROM INVESTING ACTIVITY

Payment to investment in subsidiary

Net cash provided by (used in) operating

( 1,083,809 )

Net cash used in investing activity

CASH FLOW FROM INVESTING ACTIVITIES

Payment of acquisition of investment in subsidiaries

( 29,367,266 )

Net cash used in investing activities

( 29,367,266 )

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from private placement

Proceeds from AMT offering

Proceeds from direct offer

Proceeds from issue of share

Amount due from related party

Amount due to related party

Net cash provided by financing activities

Effect of exchange rate fluctuations on cash and cash equivalents

NET INCREASE IN CASH

NET DECREASE IN CASH

( 1,695,008 )

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

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SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION

Increase of shareholdings of a subsidiary

Amount due from related party

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

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OF EQUITY METHOD INVESTMENTS

of incorporation

of direct or indirect ownership

incorporation

Subsidiaries:

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100 % owned by the Company

Holdings Limited

Holdings Limited (“ Aberfeldy”)

August 6, 2024

of Seychelles

100 % owned by the Company

owned by the Company

April 22, 2022

100 % owned by Aberfeldy

End-to-End Solutions

Investment Holdings Limited (“Oceancrest”)

October 23, 2025

Virgin Islands ‌

owned by the Company

Best Life Trade Co., Limited (“Best Life”)

August 26, 2014

owned by Oceancrest

Zealand Best Life Limited

March 20, 2026

owned by Best Life

operation started

Commerce Inc.

February 4, 2026

States (U.S.)

owned by Best Life

operation started

January 14, 2026

owned by Best Life

operation started

January 5, 2026

owned by Best Life

operation started

(“Lazex”) was incorporated under the laws of the State of Nevada on October 12, 2015.

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in 2022 Slinger Bag Inc.

changed its name to Connexa Sports

Technologies Inc.;

changed its name to Connexa Sports Technologies Inc.;

and on September 30, 2025, Connexa Sports Technologies Inc.

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acquirer in the transaction, and the Company, the legal acquirer, was deemed to be the accounting acquiree.

consolidated financial statements represent a continuation of the consolidated financial statements of YYEM.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF BUSINESS (cont.)

The consolidated financial

statements represent a continuation of the consolidated financial statements of YYEM.

the closing of the Acquisition and the disposal of the Slinger Bag business, YYEM was the sole operating subsidiary of the Company.

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

Zhou, now the Chairman of the Company, to acquire from

Zhou, the then Chairman of the Company, to acquire from

him the 30 % of the share capital of YYEM that it did not already own for $ 36,000,000 , payable in cash, resulting in YYEM becoming a wholly

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YYEM owns advanced patents and other proprietary technology

which it licenses out, and it is using this intellectual property to develop an AI-powered matchmaking platform to license to partners

worldwide, enabling them to create localized matchmaking experiences tailored to their specific markets and cultures.

The Company believes

YYEM’s pioneering technology has the power to transform the matchmaking industry, leading to greater success for YYEM’s licensees

and their clients, and ultimately leading to more people finding successful life partnerships.

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

tokenization of real-world assets (RWA), specifically U.S.

AiRWA Exchange is not yet operational and generating revenue, but

the Company has completed test runs for settling trades of tokenized U.S.

equities, positioning AiRWA Exchange to offer users the ability

to trade digital representations of U.S.

stocks just as they would cryptocurrencies — with transactions settled within seconds

and ownership recorded on the blockchain, which is accessible 24 hours per day.

The Company believes AiRWA Exchange will mark a significant

step toward bridging the gap between conventional financial systems and the emerging decentralized economy.

January 30, 2026, the Company 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

which it has licensed out, enabling licensees to create localized matchmaking experiences tailored to their specific markets and cultures.

On account of economic challenges faced by the Company’s licensees, the agreements generating royalty income were terminated in

the course of fiscal year 2026, but the Company continues to believe in the merits of this business model and is seeking replacement

August 25, 2025, the Company announced a joint venture for the establishment of an RWA-focused exchange, which would initially focus

on tokenized U.S.

Following that announcement, development proceeded with partial funding and with successful test runs settling

trades of tokenized U.S.

However, after the end of the Company’s fiscal year, to protect the Company in the wake of media

reports that the Company’s joint venture partner was experiencing significant financial and legal problems, management terminated

the joint venture agreement, delivering formal notice on September 18, 2026.

January 30, 2026, the Company entered into and closed on a share purchase agreement with various sellers to acquire all the share capital

of Aberfeldy, a Seychelles holding company owning 100 % of Rafael AI (formerly known as 26 Rafael Sdn.

Malaysian operating company, for $ 140,000,000 , paid in USDT.

AI provides “data-to-AI” end-to-end solutions, which are full-cycle services designed to empower enterprises to transition

seamlessly from raw data to intelligent applications.

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

date, the Company’s revenue model has largely been a function of YYEM’s licensing fees with its partners, which the Company

may bolster through the development or acquisition of additional patents.

Through YYEM, the Company generated royalties of $ 7.25 million

for the nine-month period ended January 31, 2026.

Going forward, the joint venture’s RWA exchange and the Target Subsidiary’s

AI-specialist operations may contribute a larger proportion of the Company’s revenue.

details of all prior operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, Slinger Bag Limited, and

Flixsense Pty, Ltd.

please see the Company’s filing on Form 10-K for the year ended April 30, 2024, filed July 25, 2024.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

AND NATURE OF BUSINESS (cont.)

July 30, 2026, the Company completed the acquisition of Best Life, an international trading company,

by paying $ 30 million in USDT toward the $ 50 million base purchase price, with the balance due within 90 days and earn-outs payable if

Best Life achieves certain performance milestones.

Best Life is a cross-border consumer-goods distribution and e-commerce business, leveraging

direct brand sourcing, import expertise, bonded warehousing, platform operations, offline retail access, and select private-label development

to sell Japanese and other international consumer products across PRC and other overseas markets.

It has in place business relationships

with prominent brand owners and manufacturers upstream and with e-commerce platforms, supermarkets, specialty retailers, and online resellers

While Best Life historically has focused on Asia, it has recently launched an international expansion program to the UK,

the U.S., Canada, and New Zealand.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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GAAP”) and applicable rules and regulations of the Securities and Exchange Commission

Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial

statements are summarized below.

( the “ SEC”).

Significant accounting policies followed by the Company in the preparation of the accompanying consolidated

financial statements are summarized below.

of consolidation

subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power, or (ii) the Company

has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of votes at board meetings,

or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders

or equity holders.

accompanying consolidated financial statements include the consolidated financial statements of the Company and its wholly owned subsidiary.

accompanying consolidated financial statements include the consolidated financial statements of the Company and its wholly owned subsidiaries.

A subsidiary is an entity over which the Company has control.

Control is achieved when the Company has power over the investee, is exposed

to, or has rights to, variable returns from its involvement with the investee, and has the ability to use its power to affect those returns.

Control is achieved when the Company (i) has power over the investee (including

when the Company directly or indirectly controls more than 50% of the voting power or when the Company has the power to appoint or remove

the majority of the members of the board of directors, to cast a majority of votes at board meetings, or to govern the financial and

operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders);

(ii) is exposed

to, or has rights to, variable returns from its involvement with the investee;

and (iii) has the ability to use its power to affect those

subsidiary is consolidated from the date on which the Company obtains control.

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statements of operations from the effective date of acquisition, as appropriate.

significant transactions and balances between the Company and its subsidiary have been eliminated.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

All significant transactions and balances between the

Company and its subsidiaries have been eliminated.

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

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The Company regularly evaluates estimates and assumptions

related to long-lived assets and accounts receivable.

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.

related to long-lived assets.

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.

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

To the extent there are material

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dollar (USD).

The functional currencies of its subsidiaries are their respective

local currencies.

The determination of the respective functional currency is based on the criteria set out by ASC 830, “Foreign

Currency Matters”.

The functional currencies of its subsidiaries is also the U.S.

The determination of the respective functional currency is based on the criteria set out by ASC 830, Foreign Currency Matters.

denominated in currencies other than in the functional currency are translated into the functional currency using the exchange rates

prevailing at the transaction dates.

Monetary assets and liabilities denominated in foreign currencies are translated into functional

currency using the applicable exchange rates at the balance sheet date.

Non-monetary items that are measured in terms of historical cost

in foreign currency are re-measured using the exchange rates at the dates of the initial transactions.

Exchange gains or losses arising

from foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss) income.

and cash equivalents

financial accounting purposes, cash and cash equivalents are all considered to be highly liquid investments with a maturity of three

months or less at the time of purchase.

Monetary assets and liabilities denominated in foreign currencies are translated into

functional currency using the applicable exchange rates at the balance sheet date.

Non-monetary items that are measured in terms of

historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions.

gains or losses arising from foreign currency transactions are included in the consolidated statements of operations and

comprehensive (loss)/income.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

and cash equivalents

For accounting purposes, cash and cash equivalents are all considered to be highly liquid investments with a maturity of three

months or less at the time of purchase.

receivable are recorded at the gross billing amount less an allowance for any uncollectible accounts due from customers.

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do not bear interest.

July 1, 2022, the Company early adopted Accounting Standards Update No.

2016-13, Financial Instruments — Credit Losses (Topic

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition

ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, resulting in more timely

recognition of credit losses.

Upon adoption, the Company changed its impairment model to utilize a forward-looking current expected credit

loss (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting

from the application of ASC 606, including contract assets.

The adoption of this guidance had no impact on the allowance for credit losses

for accounts receivable as of January 31, 2026.

July 1, 2022, the Company early adopted Accounting Standards Update (“ASU”) No.

2016-13, Financial Instruments—Credit

Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective

transition method.

ASU 2016-13 replaced the existing incurred loss impairment model with an expected loss methodology, resulting in more

timely recognition of credit losses.

Upon adoption, the Company changed its impairment model to utilize a forward-looking current expected

credit loss (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables

resulting from the application of ASC 606, including contract assets.

The adoption of this guidance had no impact on the allowance for

credit losses for accounts receivable as of April 30, 2026.

Company maintains an allowance for credit losses, recorded as an offset to accounts receivable.

Estimated credit losses charged to the

allowance are classified as “General and administrative expenses” in the consolidated statements of operations and comprehensive

income/(loss).

Estimated credit losses charged to

the allowance are classified as “General and administrative expenses” in the consolidated statements of operations and

comprehensive (loss)/income.

The Company assesses collectability by reviewing accounts receivable aging schedules.

determining the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the

balances, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may

affect the ability to collect from customers.

In determining

the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances,

current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect

the ability to collect from customers.

Delinquent account balances are written off against the allowance after management determines

that collection is not probable.

the three-month and nine-month periods ended January 31, 2026 and 2025, the Company did not record any expected credit losses against

accounts receivable.

the three months ended July 31, 2026 and 2025, the Company did no t record any expected credit losses against accounts receivable.

primarily consisting of finished goods, are stated at the lower of cost or net realizable value, with net realizable value being the

estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation.

inventory is determined using the weighted average cost method.

The Company reviews inventory to determine whether the carrying value

exceeds the estimated net realizable value and, if so, records an inventory provision by reducing the cost of inventory to the estimated

net realizable value for slow-moving merchandise and damaged products.

Once an inventory provision is recorded, a new, lower cost basis

for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that

newly established cost basis.

The inventory provision balance as of July 31 and April 30, 2026 was nil .

Prepayments and Other Receivables

Prepayments and other receivables are mainly prepayments to vendors, prepaid expenses paid to service providers, advances to employees,

and other deposits.

Management regularly reviews the aging of such balances and changes in payment and realization trends and records

allowances when management believes that the collection of amounts due is at risk.

Accounts considered uncollectable are written off

against allowances after exhaustive efforts at collection are made.

As of January 31, 2026 and 2025, no allowance for credit losses provided

against prepayments and other receivables was recorded.

and Equipment, Net

plant and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year.

An item of property, plant and equipment is recognized as an asset when it is probable that future economic benefits associated with

the item will flow to the Company, and the cost of the item can be measured reliably.

Property, plant and equipment are initially measured

Cost includes all of the expenditures which are directly attributable to the acquisition or construction of the asset, including

the capitalization of borrowing costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate.

prepayments and other receivables primarily consist of prepayments to vendors and service providers, advances to employees, refundable

deposits, and other receivables.

Prepayments are recognized as assets when payments are made in advance of the receipt of goods or services

and are expensed when the related goods or services are received.

Company evaluates deposits and other receivables that represent financial assets measured at amortized cost for expected credit losses

in accordance with ASC Topic 326, Financial Instruments—Credit Losses .

The allowance for credit losses reflects management’s

estimate of expected credit losses over the contractual life of the financial assets and is based on relevant available information,

including historical collection experience, current conditions, and reasonable and supportable forecasts, as applicable.

Changes in the

allowance are recognized as credit loss expense in the consolidated statements of operations.

Balances are written off against the allowance

when they are deemed uncollectible.

of July 31 and April 30, 2026, the Company recorded an allowance for credit losses of nil and $ 300,000 ,

respectively, against other receivables.

Company accounts for operating leases following ASC 842, Leases (“Topic 842”).

The Company, through its subsidiary,

leases its offices, which are classified as operating leases in accordance with Topic 842.

Operating leases are required to record in

the balance sheet as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments.

has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts

as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date,

and (3) initial direct costs for any expired or existing leases as of the adoption date.

The Company has elected the short-term lease

exemption for the lease terms that are 12 months or less.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

incurred subsequently for major services, additions to or replacements of parts of property and equipment are capitalized if it is probable

that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably.

servicing costs are expensed as incurred.

Subsequent to initial recognition, property and equipment are measured at cost less accumulated

depreciation and any accumulated impairment losses.

inception of a contract, the Company assesses whether a contract is, or contains, a lease.

A contract is or contains a lease if it conveys

the right to control the use of an identified asset for a period of time in exchange for consideration.

To assess whether a contract

is or contains a lease, the Company assesses whether the contract involves the use of an identified asset, whether it has the right to

obtain substantially all the economic benefits from the use of the asset, and whether it has the right to control the use of the asset.

The right-of-use assets and related lease liabilities are recognized at the lease commencement date.

The Company recognizes operating

lease expenses on a straight-line basis over the lease term and had no finance leases for any of the periods stated herein.

right-of-use of asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any

lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive

All right-of-use assets are reviewed for impairment annually.

impairment for right-of-use lease assets as of July 31 and April 30, 2026.

Company accounts for equity securities in accordance with ASC Topic 321, Investments—Equity Securities .

securities with readily determinable fair values are measured at fair value at each reporting date, with realized and unrealized gains

and losses resulting from changes in fair value recognized in earnings.

equity securities without readily determinable fair values that do not qualify for the equity method of accounting, the Company may elect

the measurement alternative permitted under ASC Topic 321.

Under the measurement alternative, such investments are measured at cost,

less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar

investments of the same issuer.

The Company evaluates such investments at each reporting period for impairment and for observable transactions

that may require an adjustment to the carrying amount.

the sale, disposal, or other derecognition of an investment, the related carrying amount is removed from the consolidated balance sheet,

and any resulting gain or loss is recognized in earnings.

gains and losses are presented within other income/(expense) in the consolidated statements of operations and comprehensive (loss)/income.

Company applies the principles of FASB ASC Topic 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise

Marketed (“ASC 985-20”).

ASC 985-20 requires that software development costs incurred in conjunction with product development

be charged to research and development expense until technological feasibility is established.

Thereafter, until the product is released

for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the

related product.

At Rafael AI, the Company has invested significant capital into the research and development of new products and features.

Company has adopted the “tested working model” approach to establish technological feasibility for its products.

approach, the Company does not consider a product in development to have passed the technological feasibility milestone until the Company

has completed a model of the product that contains essentially all the functionality and features of the final product and has tested

the model to ensure that it works as expected.

The Company capitalizes costs related to the development of software to be sold, leased,

or otherwise marketed as and when it believes such software has met the “tested working model” threshold.

Development costs

continue to be capitalized until the related software is released.

The Company considers the following factors in determining whether

costs can be capitalized:

the nature of the relevant market;

the uncertainty regarding a product’s revenue-generating potential;

its lack of control over distribution channels, where applicable;

and its historical practice of canceling products at that stage of

the development process.

After products and features are released, all product maintenance costs are expensed.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Company also applies the principles of FASB ASC Topic 350-40, Accounting for the Cost of Computer Software Developed or Obtained for

Internal Use (“ASC 350-40”).

ASC 350-40 requires that software development costs incurred before the preliminary project

stage be expensed as incurred.

The Company capitalizes development costs related to these software applications once the preliminary

project stage is complete and it is probable that the project will be completed and the software will be used to perform the functions

software development costs, whether for software developed to be sold, leased, or otherwise marketed or for internal use, are generally

amortized over 5 five-year

of July 31 and April 30 , 2026, the Company

capitalized software development costs as more fully described in Note 11, Intangible Assets, net .

and Equipment, Net

and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year.

item of property and equipment is recognized as an asset when it is probable that future economic benefits associated with the item will

flow to the Company and the cost of the item can be measured reliably.

Property and equipment are initially measured at cost.

Cost includes

all the expenditure which is directly attributable to the acquisition or construction of the asset, including the capitalization of borrowing

costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate.

incurred subsequently for major services, or for additions to or replacements of parts of property and equipment, are capitalized if

it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably.

Day-to-day servicing costs are expensed as incurred.

Subsequent to initial recognition, property and equipment are measured at cost less

accumulated depreciation and any accumulated impairment losses.

of an asset commences when the asset is available for use as intended by management.

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and equipment

hardware and software

consolidated financial statements include the operations of acquired businesses from the date of the acquisitions.

Company accounts for business combinations using the acquisition method of accounting in accordance with U.S.

The cost of the business

combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments

Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortized

as part of the effective interest, and costs to issue equity which are included in shareholders’ equity.

contingent consideration is included in the cost of the business combination at fair value as at the date of acquisition.

changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill

unless they are valid measurement period adjustments.

all subsequent changes to the fair value of contingent consideration that is deemed to be an asset or liability is recognized in consolidated statements of operations and comprehensive (loss)/income, in accordance with ASC 360.

Contingent consideration that is classified as equity

is not remeasured, and its subsequent settlement is accounted for within shareholders’ equity.

acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of ASC 350, Intangibles

— Goodwill and Other (“ASC 350”), are recognized at their fair values at acquisition date, except for non-current

assets (or disposal groups) that are classified as held for sale in accordance with ASC 360-1-45, Long-Lived Assets Classified as

Held for Sale or Gains or Losses in Continuing Operations , which are recognized at fair value less costs to sell.

liabilities are only included in the identifiable liabilities of the acquiree where there is a present obligation at the acquisition

acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are reclassified where the classification

is inappropriate for the Company’s reporting purposes.

This excludes lease agreements and insurance contracts whose classification

remains as per their inception date.

Non-controlling

interests in the acquiree are measured on an acquisition-by-acquisition basis either at fair value or at the non-controlling interests’

proportionate share in the recognized amounts of the acquiree’s identifiable net assets.

This treatment applies to non-controlling

interests which are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in

the event of liquidation.

All other components of non-controlling interests are measured at their acquisition date fair values unless

another measurement basis is required by U.S.

Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible

assets acquired based on their estimated fair values.

The excess of the fair value of purchase consideration over the fair values of

these identifiable assets and liabilities is recorded as goodwill.

Such valuations require management to make significant estimates

and assumptions, especially with respect to intangible assets.

Significant estimates in valuing certain intangible assets include,

but are not limited to, estimated replacement costs and future expected cash flow from acquired advertiser or publisher

relationships, acquired technology and acquired patents.

Management’s estimates of

fair value are based on assumptions believed to be reasonable but which are inherently uncertain and unpredictable, and, as a

result, actual results may differ from estimates.

Allocation of purchase consideration to identifiable assets and liabilities

affects the Company’s amortization expense, as acquired finite-lived intangible assets are amortized over their useful life,

whereas any indefinite-lived intangible assets, including goodwill, are not amortized.

During the measurement period, which is not

to exceed one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with

the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

cases where the Company held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to

fair value as of the acquisition date.

The measurement to fair value is included in profit or loss for the year.

Where the existing shareholding

was classified as an available-for-sale financial asset, the cumulative fair value adjustments recognized previously to other comprehensive

income and accumulated in shareholders’ equity are recognized in profit or loss as a reclassification adjustment.

is determined as the consideration paid, plus the fair value of any shares held prior to obtaining control, plus non-controlling interest

and less the fair value of the identifiable assets and liabilities of the acquiree.

If, in the case of a bargain purchase, the result

of this formula is negative, then the difference is recognized directly in profit or loss.

is not amortized but is tested on an annual basis for impairment.

If goodwill is assessed to be impaired, that impairment is not subsequently

intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will

flow to the entity and the cost of the asset can be measured reliably.

Intangible assets are initially recognized at cost, less any accumulated

amortization and any impairment losses.

Changes in the expected useful life or the expected pattern of consumption of future economic

benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes

in accounting estimates.

useful life of intangible assets has been assessed as follows:

represents the excess of purchase consideration over the acquisition date amounts of the identifiable tangible and intangible assets

acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisitions of interests in its subsidiaries.

Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate

that it might be impaired.

In accordance with ASC 350, the Company may first assess qualitative factors to determine whether it is necessary

to perform the quantitative goodwill impairment test.

In the qualitative assessment, the Company considers factors such as macroeconomic

conditions, industry and market considerations, overall financial performance of the reporting unit, and other specific information related

to the operations, business plans and strategies of the reporting unit.

Based on the qualitative assessment, if it is more likely than

not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed.

may also bypass the qualitative assessment and proceed directly to perform the quantitative impairment test.

Company adopted ASU 2017-04, Intangibles—Goodwill and Other (Topic 350:

Simplifying the Test for Goodwill Impairment).

adopting this guidance, the Company performs the quantitative impairment test by comparing the fair value of each reporting unit to its

carrying amount, including goodwill.

If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered

to be impaired.

If the carrying amount of a reporting unit exceeds its fair value, the amount by which the carrying amount exceeds the

reporting unit’s fair value is recognized as impairment.

Application of a goodwill impairment test requires significant management

judgment, including the identification of reporting units, allocation of assets, liabilities, and goodwill to reporting units, and determination

of the fair value of each reporting unit.

the three months ended July 31, 2026 and 2025, no goodwill impairment charges were recorded.

assets are stated at cost, less accumulated amortization and impairment losses, if any.

Intangible assets acquired in a business combination

are initially recognized at their estimated fair values as of the acquisition date in accordance with ASC Topic 805, Business Combinations .

Company’s finite-lived intangible assets are amortized over their estimated useful lives.

The method of amortization reflects the

pattern in which the economic benefits of the intangible assets are expected to be consumed.

If such pattern cannot be reliably determined,

the Company uses the straight-line method.

The estimated useful lives and amortization methods are reviewed at each reporting period,

and changes in estimated useful lives or amortization methods are accounted for prospectively as changes in accounting estimates.

estimated useful lives of the Company’s intangible assets are as follows:

OF ESTIMATED USEFUL LIVES OF INTANGIBLE ASSETS

relationships

developed software costs are recognized as an intangible asset when:

is technologically feasible to complete the asset so that it will be available for use or

Acquired development costs

Customer relationships of Rafael AI

relationships of Best Life

Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying

amount of an asset or asset group may not be recoverable.

Recoverability is assessed by comparing the carrying amount of the asset or

asset group with the undiscounted future cash flow expected to result from its use and eventual disposition.

If the carrying amount is

not recoverable, an impairment loss is measured as the amount by which the carrying amount exceeds its fair value.

Internally developed

software costs are recognized as an intangible asset when:

is technologically feasible to complete the asset so that it will be available for use or sale;

is an intention to complete and use or sell it;

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will generate probable future economic benefits;

are available technical, financial, and other resources to complete the development and to

use or sell the asset;

are available technical, financial, and other resources to complete the development and to use or sell the asset;

expenditure attributable to the asset during its development can be measured reliably.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

begins when development is complete and the asset is available for use.

Development costs are amortized based on a useful life of five

intangible assets and development costs

connection with an acquisition, the Company recognizes identifiable intangible assets acquired at their estimated fair values as of the

acquisition date.

Where the acquired business historically has capitalized certain internally developed software costs as “development

costs,” the Company, in accordance with purchase accounting, records acquired software-related intangible assets (commonly referred

to as developed technology) at fair value as of the acquisition date.

The preliminary amount presented above reflects information available

at the acquisition date and will be updated when the valuation is finalized.

intangible assets are amortized on a straight-line basis over their estimated useful lives, which are reviewed periodically.

In connection

with the Aberfeldy acquisition, the Company recognized identifiable intangible assets, such as customer relationships and intellectual

property (including developed technology related to the acquired software platform), at their estimated acquisition-date fair values.

These finite-lived intangible assets will be amortized over their estimated useful lives on a straight-line basis.

Because the acquisition

occurred on January 30, 2026, amortization expense related to acquired intangible assets was immaterial for the period presented and

will commence in the subsequent quarter.

Acquisition-related

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costs, such as legal, accounting, valuation, and other professional fees, are expensed as incurred and are not included in consideration

Company’s digital assets consist primarily of U.S.

dollar-denominated stablecoins, mainly USDT, which is designed to maintain a

value of approximately one U.S.

dollar per token and is generally redeemable on a one-to-one basis for U.S.

The Company holds

these digital assets primarily for treasury management and settlement purposes.

USDT is accounted for as a financial instrument on the

consolidated balance sheets.

Company evaluates the contractual terms and rights associated with each digital asset, including whether the Company has an enforceable

right to redeem the digital asset directly with the issuer for U.S.

Based on the Company’s evaluation, the Company does

not maintain a direct account with the applicable issuers and does not have an unconditional contractual right to redeem the digital

assets directly with the issuers.

The Company generally realizes the value of its digital assets through transactions conducted on third-party

digital asset platforms.

the Company accounts for its digital assets under ASC Subtopic 350-60, Intangibles—Goodwill and Other—Crypto

Digital assets are measured at fair value as of each reporting date, with changes in fair value recognized in net

Digital assets are presented separately as “digital assets” in the consolidated balance sheets.

unrealized gains and losses are included in “other income/(expense), net” in the consolidated statements of operations

and comprehensive (loss)/income.

Company’s digital assets were maintained in a corporate account with Ju.com, a third-party digital asset trading platform, until

we withdrew our remaining deposits to terminate the relationship on August 10, 2026.

The Company did not directly control the private

keys associated with the digital assets held through the platform.

Accordingly, the Company was exposed to third-party custodial and

counterparty risks, including cybersecurity incidents, unauthorized access, suspension of withdrawals, platform insolvency, and regulatory

contract liability is recognized when the Company receives consideration from a customer, or the consideration is unconditionally due,

before the Company transfers goods or services to the customer.

Contract liabilities are recognized as revenue when the Company satisfies

the related performance obligation.

The recorded contract liabilities include advance payments and billings in excess of revenue recognized.

Contract liabilities are reported on a contract-by-contract basis at the end of each reporting period.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Company capitalizes costs incurred to fulfill a contract when such costs (i) relate directly to a contract or anticipated contract, (ii)

generate or enhance resources that will be used in satisfying future performance obligations, and (iii) are expected to be recovered.

These costs primarily consist of direct labor, direct materials, and allocations of directly attributable overhead.

contract fulfillment costs are amortized on a straight-line basis over the expected period of benefit, which is consistent with the pattern

of transfer of goods or services to which the asset relates.

Amortization expense is recorded in cost of revenue in the accompanying

consolidated statements of operations and comprehensive (loss)/income.

Company assesses the carrying amount of capitalized contract costs for impairment at each reporting period.

An impairment loss is recognized

in the period in which it is identified, to the extent that the carrying amount of the asset exceeds the expected remaining consideration

for the related contract, less any costs expected to be incurred in fulfilling the contract.

of long-lived assets

assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions

assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change in market conditions

that will impact the future use of the assets) indicate that the carrying value may not be fully recoverable or that the useful life

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When these events occur, the Company evaluates the impairment by comparing the

carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and

carrying value of the assets to an estimate of future undiscounted cash flow expected to be generated from the use of the assets and

their eventual disposition.

If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets,

the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets.

Impairment charge recognized for the three-month and nine-month periods ended January 31, 2026 and 2025 was nil .

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

parties and related-party transactions

parties, which can be a corporation or individual, are considered to be related if one party has the ability, directly or indirectly,

If the sum of the expected future undiscounted cash flow is less than the carrying value of the assets, the

Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets.

party and related-party transactions

parties, which can be a corporation or individual, are considered to be related if the one party has the ability, directly or indirectly,

to control the other party or exercise significant influence over the other party in making financial and operating decisions.

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free-market dealings may not exist.

Representations about transactions with related parties, if made, shall not imply that the related-party

transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations

Representations about transactions with related parties, if made, shall not imply that the related

party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations

can be substantiated.

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best estimates and are adjusted to actual amounts when the obligations are invoiced or settled.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

value of financial instruments

value is defined 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 required

or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which

it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of

unobservable inputs when measuring fair value.

A financial instrument’s categorization within the fair value hierarchy is based

upon the lowest level of input that is significant to the fair value measurement.

Accounting guidance establishes three levels of inputs

that may be used to measure fair value:

Company measures fair value in accordance with ASC 820, Fair Value Measurement.

ASC 820 establishes a three-level fair value hierarchy

based on the inputs used to measure fair value:

inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

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on the amount that would currently be required to replace an asset.

Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, deposits, amounts due

from or to related parties, other receivables accounts payable, accrued expenses, and other payables.

carrying amounts of these financial instruments approximates their fair value due to their short-term maturity.

discussed in Note 8, the Company holds a Level 1 investment in a Hong Kong company that has a quoted market price.

The contributor of

this investment has provided a downside guarantee to ensure a minimum value, so the asset is carried at a consistent value during periods

in which the per-share price of the investment is below the originally contributed amount.

Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, deposits, other receivables,

accounts payable, and certain accrued liabilities.

The carrying amounts of these financial instruments approximate their fair values

due to their short-term maturities.

Company’s digital assets are measured at fair value on a recurring basis.

Certain identifiable assets acquired and liabilities

assumed in a business combination are measured at fair value on a non-recurring basis as of the acquisition date in accordance with the

acquisition method described in Note 14, Business Combinations.

Transfers between levels of the fair value hierarchy, if any,

are recognized as of the date of the event or change in circumstances giving rise to the transfer.

carrying amounts of the Company’s cash and cash equivalents, accounts receivable, other receivables, amounts due from and due to

related parties, accounts payable, and accrued expenses approximate their respective fair values due to the short-term nature of these

financial instruments.

were no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the three months ended July 31, 2026 and 2025.

connection with the acquisition of Aberfeldy and Best Life, certain identifiable intangible assets acquired, including customer

relationships and intellectual property, were measured at fair value on a non-recurring basis as of the acquisition date.

value measurements were based on valuation techniques that utilized significant unobservable inputs and were classified within Level

3 of the fair value hierarchy.

See Note 14, Business Combinations .

following table presents the Company’s assets measured at fair value on a recurring basis:

OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS

Fair Value Measurements

as of July 31, 2026

Digital assets, at fair value

Fair Value Measurements

as of April 30, 2026

Digital assets, at fair value

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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The Company adopts the five steps for the revenue recognition:

the contracts with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv)

allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies

the contracts with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

allocate the transaction price to the performance obligations in the contract;

and (v) recognize revenue when (or as) the entity satisfies

a performance obligation.

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to the customer:

(i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks and rewards of ownership and

(v) acceptance of the good or service.

(i) right to payment;

(ii) legal title;

(iii) physical possession;

(iv) significant risks and rewards of ownership;

and (v) acceptance of the good or service.

the case of royalty income, the Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled

for its products and services.

Accounts receivable are recorded when the right to consideration becomes unconditional.

Accounts receivables are recorded when the right to consideration becomes unconditional.

The Company’s

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provided to the customers.

Company also provides digital marketing solution services related to performance advertising across diversified advertising channels

(e.g., Google, Meta, etc.).

Services typically include:

(i) marketing strategy and planning;

(ii) platform account setup and media placement;

(iii) production of advertising creative (including video and other content);

and (iv) ongoing campaign monitoring, analytics, optimization,

and reporting.

from the Company’s performance advertising services is recognized over time because customers simultaneously receive and consume

the benefits of the Company’s performance as the Company performs the services.

Company derives revenue from customized AI agent project services, tool licensing subscriptions, and data value-added operations.

Company recognizes such revenue in accordance with ASC 606 in an amount that reflects the consideration the Company expects to receive

when control of the promised goods or services is transferred to customers.

Revenue from customized AI agent project services and data

value-added operations is generally recognized over time as services are performed, using either the right-to-invoice practical expedient

for contracts billed based on services provided or an input method based on labor hours or costs incurred for fixed-fee arrangements.

Revenue from tool licensing subscriptions is recognized ratably over the subscription term as customers receive continuous access to

the Company’s tools, updates, and support services.

Amounts billed in advance are recorded as contract liabilities.

Company’s cost of revenue consists primarily of amortization charges of intangible assets, in particular, technology rights, which

are directly attributable to the revenue.

advertising revenue, cost of revenues consists primarily of (i) media placement and platform consumption costs incurred to obtain advertising

Company generates revenue from sales of various forms of advertising on streaming content by way of advertisement displays or the integration

of promotion activities in content to be streamed.

Advertising contracts are signed to establish the different contract prices for different

advertising scenarios, consistent with the advertising period.

The Company enters into advertising contracts directly with the advertisers

or the third-party advertising agencies that represent advertisers.

the contracts that involve third-party advertising agencies, the Company acts as principal as the Company is responsible for fulfilling

the promise of providing advertising services and has the discretion in establishing the price for the specified advertisement.

a framework contract, the Company receives separate purchase orders from advertising agencies before the broadcast.

Accordingly, each

purchase order is identified as a separate performance obligation, containing a bundle of advertisements that are substantially the same

and that have the same pattern of transfer to the customer.

Where collectability is reasonably assured, revenue is recognized monthly

over the service period of the purchase order.

contracts signed directly with the advertisers, the Company commits to display a series of advertisements which are substantially the

same or similar in content and transfer pattern, and the display of the whole series of advertisements is identified as the single performance

obligation under the contract.

The Company satisfies its performance obligations over time by measuring the progress toward the display

of the whole series of advertisements in a contract, and advertising revenue is recognized over time based on the number of advertisements

terms and conditions vary by contract types, and terms typically include a requirement for payment within a period from six to nine months.

Both direct advertisers and third-party advertising agencies are generally billed at the end of the display period and require the Company

to issue invoices in order to make their payments.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Company acquired Rafael AI on January 30, 2026.

AI generates revenue from the sale of customized “data-to-AI” end-to-end solutions directly to customers, which qualifies

Rafael AI is the sole legal and beneficial owner of the software, and enters into contracts with its customers as a principal

in the transactions.

The sale of customized “data-to-AI” end-to-end solutions is considered a distinct product as the product

is highly integrated, interdependent, and interrelated.

The customers cannot use any component on a standalone basis to obtain economic

The contracts contain a single performance obligation, which is to deliver a complete integrated software solution to its customers

in exchange for consideration, and the performance obligation is satisfied when the customers obtain control upon completion and delivery

of all software deliverables.

The customers do not simultaneously receive and consume benefits as the Company performs the contracts,

and do not control the software during development.

The software has no alternative use, and Rafael AI does not have an enforceable right

to payment for partial performance.

The terms of pricing and payment stipulated in the contract are fixed, without variable consideration,

significant financing component, non-cash consideration, and consideration payable to customers.

Upon delivery of products, Rafael AI

does not accept product returns or refunds except for quality issues, but it has obligations to issue refunds when the product has not

been delivered.

Rafael AI typically provides a one-year warranty for products delivered.

Revenue is recognized when the control of the

products has been transferred to customers.

The transfer of control is considered complete when products have been accepted and received

by customers.

Amounts received in advance are recorded as contract liabilities, which are recognized as revenue when the relevant products

are delivered and accepted by the customer.

This activity falls within the scope of ASC 606.

vs agent consideration

determine whether revenue should be reported based on the gross or net transaction price to customers, the Company must determine whether

it is acting as principal in its sales to customers.

An entity acts as principal if it controls a good or service before it is transferred

to the customer.

Key indicators that the Company uses in evaluating its role in these sales transactions include, but are not limited

to, the following:

underlying contract terms and conditions between the various parties to the transaction;

party is primarily responsible for fulfilling the promise to provide the specified good or service;

party has discretion in establishing the price for the specified good or service.

Company has discretion in establishing the price for the specified good or service, and, based on an evaluation of the above indicators,

the Company has determined that it acts as the principal to its customers and thus reports its revenue on a gross basis.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

royalty income, the Company’s cost of revenue consists primarily of amortization charges of intangible assets, in particular, technology

rights, which are directly attributable to the revenue.

advertising revenue, cost of revenue consists primarily of (i) media placement and platform consumption costs incurred to obtain advertising

inventory and related platform services from third-party digital advertising platforms and (ii) fees paid to third-party cooperating

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demand-side platforms, data or measurement providers, tracking and verification services, and other campaign execution tools).

Company generally invoices customers for media and service fees in connection with performance advertising arrangements..

AI services, cost of revenue consists primarily of salaries, amortization charges of intangible assets, and depreciation of property

and equipment, which are directly attributable to the revenue.

The Company generally invoices customers for media and service fees in

connection with performance advertising arrangements.

and marketing expenses

and marketing expenses primarily consist of personnel-related costs, office expenses, travel expenses, rent, utilities, and other marketing-related

and administrative expenses

and administrative expenses primarily consist of salaries and benefits for employees involved in general corporate functions, professional

fees for external legal, accounting and other consulting services, travelling expenses and other general office and administrative expenses.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

fees for external legal, accounting, and other consulting services, travel expenses, and other general office and administrative expenses.

Company has adopted ASC 740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes.

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those temporary differences are expected to be recovered or settled.

to the acquisition by YYAI, YYEM was a limited liability company.

As a limited liability company, the Company’s taxable income

or loss is allocated to members in accordance with their respective percentage ownership.

Therefore, no provision or liability for federal

income taxes has been included in the financial statements.

In the event of an examination of the Company’s tax return, the tax

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

and contingencies

Company accrues costs associated with legal actions when such costs become probable and the amounts can be reasonably estimated.

costs incurred in connection with loss contingencies are expensed as incurred.

For the nine months ended January 31, 2026 and 2025, the

Company did not have any material legal claims or litigation that, individually or in the aggregate, could have a material adverse impact

on the Company’s financial position, results of operations, or cash flows.

to its acquisition by the Company, YYEM and Best Life were limited liability companies incorporated in Hong Kong.

Best Life are subject to Hong Kong profits tax on its assessable profits arising in or derived from Hong Kong.

Provision for Hong

Kong profits tax is made based on the estimated assessable profit in accordance with applicable tax laws and regulations in Hong

The tax positions taken may be subject to examination by the Hong Kong Inland Revenue Department, and any adjustments

resulting from such examination could affect the amount of tax expense and liabilities recognized in the financial

AI is subject to income taxes in Malaysia under applicable Malaysian tax laws.

Following its acquisition by the Company, Rafael AI’s

results are included in the Company’s consolidated income tax provision from the acquisition date.

Provisional income tax payments

made by Rafael AI are recorded as prepaid income taxes until applied against its final income tax liabilities and do not, by themselves,

represent income tax expense.

and contingency

time to time, the Company may be a party to various legal actions arising in the ordinary course of business.

The Company accrues costs

associated with these matters when they become probable and the amounts can be reasonably estimated.

Legal costs incurred in connection

with loss contingencies are expensed as incurred.

For the three month s ended July 31, 2026 and 2025, the Company did not have any material

legal claims or litigation that, individually or in the aggregate, could have a material adverse impact on the Company’s financial

position, results of operations, or cash flow.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

earnings per share are calculated by dividing income available to shareholders by the weighted-average number of common shares outstanding

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common stock equivalents such as shares to be issued for the conversion of warrants were excluded from the calculation of diluted earnings

per share as the effect is antidilutive.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

per share as the effect is anti-dilutive.

net income per share is computed by dividing net income attributable to ordinary shareholders, after considering accretions to redemption

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Comprehensive

Company applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive income and its components

in a full set of financial statements.

Comprehensive income is defined to include all changes in equity of the Company during a period

arising from transactions and other event and circumstances except those resulting from investments by shareholders and distributions

to shareholders.

An operating segment is a component of the Company

that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial

reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources

and assess performance of the segment.

In accordance with ASC 280, Segment Reporting, operating segments

are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the

chief operating decision maker (the “CODM”) in deciding how to allocate resources and in assessing performance.

The Company’s

revenue segments have similar economic characteristics, and they are managed as a single business unit.

The Company uses the “management

approach” in determining reportable operating segments.

The management approach considers the internal organization and reporting

used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s

reportable segments.

The Company’s CODM reviews consolidated results when making decisions about allocating resources and assessing

performance of the Company.

The Company has determined that there is only one reportable operating segment.

from external customers by major product and service category for the nine months ended January 31, 2026 was as follows:

FROM EXTERNAL CUSTOMERS BY MAJOR PRODUCT AND SERVICE

Product and service category

Revenue (USD)

Royalty income

Advertising income

Total revenue

from external customers by geographic area for the nine months ended January 31, 2026 was as follows:

FROM EXTERNAL CUSTOMERS BY GEOGRAPHIC AREA

Geographic area

Revenue (USD)

United Kingdom

United States

OF MAJOR CUSTOMERS

Major Customers

Revenue (USD)

(loss)/income

Company applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive (loss)/income and

its components in a full set of financial statements.

Comprehensive (loss)/income is defined to include all changes in equity of the

Company during a period arising from transactions and other events and circumstances except those resulting from investments by

shareholders and distributions to shareholders.

operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses

and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief

operating decision maker in order to allocate resources and assess performance of the segment.

accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate

financial information is available that is evaluated regularly by the chief operating decision maker (the “CODM”) in deciding

how to allocate resources and in assessing performance.

The Company’s revenue segments have similar economic characteristics, and

they are managed as a single business unit.

The Company uses the “management approach” in determining reportable operating

The management approach considers the internal organization and reporting used by the Company’s CODM for making operating

decisions and assessing performance as the source for determining the Company’s reportable segments.

The Company’s CODM reviews

consolidated results when making decisions about allocating resources and assessing performance of the Company.

The Company has determined

that there is only one reportable operating segment.

accounting pronouncements

Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition,

results of operations, cash flows, or disclosures.

results of operations, cash flow, or disclosure.

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

on improving disclosure about a public business entity’s expenses and addresses 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, G&A, 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, 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, or cash flow.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

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 addresses 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, SG&A,

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, or cash flows.

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

7 unchanged sentences

evaluating the impact of this amendment 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.

position, results of operations, or cash flow.

January 2025, the FASB issued ASU 2025-01, “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation

Disclosures .

The amendment in ASU 2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities are

required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting

periods beginning after December 15, 2027.

” ASU 2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities are required

to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods

beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this amendment

and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and

The Company is currently evaluating the impact of this amendment and

does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash

March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405):

3 unchanged sentences

The Company does not expect that the adoption of this guidance will have a material impact on its financial

position, results of operations, or cash flows.

position, results of operations, or cash flow.

May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

8 unchanged sentences

The Company is currently evaluating the impact of this amendment 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.

guidance will have a material impact on its financial position, results of operations, or cash flow.

May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers

Clarifications to Share-Based Consideration Payable to a Customer .

The amendments clarify the accounting for share-based

consideration payable to a customer under Topic 718 and Topic 606.

The amendments are effective for annual reporting periods, including

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

Early adoption is permitted.

The Company is currently

evaluating the impact of these amendments and does not expect that the adoption of this guidance will have a material impact on its financial

position, results of operations, or cash flow.

July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

1 unchanged sentence

Receivable and Contract Assets .

The amendments provide a practical expedient and, if applicable, an accounting policy election to

simplify the measurement of credit losses for certain receivables and contract assets.

These amendments provide a practical expedient and, if applicable, an accounting policy election

to simplify the measurement of credit losses for certain receivables and contract assets.

The amendments are effective for annual reporting

4 unchanged sentences

currently evaluating the impact of this amendment 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.

on its financial position, results of operations, or cash flow.

September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other (Topic 350:

1 unchanged sentence

simplifies the accounting for internal-use software costs and is effective for fiscal years beginning after December 15, 2026.

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

December 2025, 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.

does not expect adoption of this standard to have a material impact on its financial position, results of operations, or cash flow.

December 2025, FASB issued ASU 2025-11, Interim Reporting (Topic 270:

Improvements to Interim Disclosure Requirements) .

This standard

clarifies disclosure requirements for interim financial statements and is effective for interim periods beginning after December 15,

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 and does not believe that it will

have a material effect on the Company’s financial position, results of operations, or cash flow.

April 2026, the FASB issued ASU 2026-01, which provides guidance on the initial measurement of paid-in-kind dividends on equity-classified

preferred stock.

The amendments require such dividends to be initially measured based on the paid-in-kind dividend rate stated in the

preferred stock agreement.

The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim

periods within those annual reporting periods.

Early adoption is permitted.

The Company does not currently have equity-classified preferred

stock with paid-in-kind dividend provisions and therefore does not expect the adoption of this guidance to have a material effect on

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

May 2026, the FASB issued ASU 2026-02, which establishes accounting and disclosure guidance for environmental credits and environmental

credit obligations.

For public business entities, the amendments are effective for annual reporting periods beginning after December

15, 2027, including interim periods within those annual reporting periods.

Early adoption is permitted.

The Company does not currently

have material environmental credits or environmental credit obligations and does not expect the adoption of this guidance to have a material

effect on its financial position, results of operations, or cash flow.

Company has reviewed other recently issued accounting pronouncements and does not believe that the adoption of such pronouncements is

expected to have a material effect on its consolidated financial statements or related disclosure.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Company does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a

material effect on the Company’s financial statements.

The Company does not discuss recent pronouncements that are not anticipated

to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

CONCENTRATIONS OF RISK

1 unchanged sentence

of customer risk

Company’s three largest customers (together with their respective affiliates) accounted for approximately 31 % , 28 % , and 10 % of

total accounts receivable as of July 31, 2026, respectively, and approximately 44 % , 17 %, and 16 % of total accounts receivable as of April

30, 2026, respectively.

The Company’s largest customer (together with its affiliate) accounted for 31 % and 44 % of total receivables

for as of July 31 and April 30, 2026, respectively.

following table sets forth a summary of single customers who represent 10% or more of the Company’s total accounts receivable:

OF CONCENTRATIONS OF CREDIT RISK

January 31, 2026

July 31, 2026

April 30, 202 6

3 unchanged sentences

Company is exposed to credit risk primarily through its cash and cash equivalents, accounts receivable, and revenue concentration.

of January 31, 2026 and April 30, 2025, the Company held cash and cash equivalents of $ 35,711,613 and $ 54,744 , respectively, substantially

all of which were maintained with major financial institutions that management believes to have high credit quality.

receivable totaled $ 16,252,613 and $ 15,388,701 as of January 31, 2026 and April 30, 2025, respectively, and are derived from customer

transactions.

The Company’s accounts receivable and revenue are concentrated among three major customers, which together accounted

for approximately 83 % and 100 % of total accounts receivable and 100 % and 100 % total revenue for the nine-month periods ended January

31, 2026 and 2025 respectively.

of July 31 and April 30, 2026, the Company held cash and cash equivalents of $ 11,085,200 and $ 12,780,208 , substantially all

of which were maintained with major financial institutions that management believes to have high credit quality.

receivable totaled $ 8,833,379 and $ 17,997,211 as of July 31 and April 30, 2026, respectively, and are derived from customer transactions.

The Company’s revenue was concentrated among several major customers.

For the three months ended July 31, 2026,

three customers each accounted for more than 10% of total revenue, representing approximately

20 % , 12 % , and 10 % of total revenue, respectively.

For the three months ended

July 31, 2025, three customers accounted for approximately 42 % , 33 % , and 25 % of total revenue, respectively.

Company monitors the creditworthiness of these customers on an ongoing basis and establishes allowances for expected credit losses when

TO THE CONSOLIDATED FINANCIAL STATEMENTS

ACCOUNTS RECEIVABLE

1 unchanged sentence

OF ACCOUNTS RECEIVABLE

January 31, 2026

July 31, 2026

April 30, 2026

Accounts receivable

of January 31, 2026 and April 30, 2025, all accounts receivable were due from third-party customers.

The provisions for credit losses

were nil as of January 31, 2026 and April 30, 2025.

of January 31, 2026, the Company had deposits totaling $ 4,104,162

consisting primarily of refundable advance payments made to marketing and advertising service providers, as well as a

refundable advance payment made to a technology development vendor in Malaysia.

These deposits related to ongoing operations and

business expansion activities and would be applied against future services or refunded in accordance with the terms of the related

As of March 16, 2026, $ 4,000,000 of such deposits had been refunded to the Company, and the remaining $ 104,162 is

expected to be refunded in April 2026.

of January 31, 2026, the Company had prepayments totaling $ 259,018 including advance payments for services and rental prepayments under

existing lease agreements.

These amounts will be recognized as expenses over the applicable periods.

of July 31 and April 30, 2026, all accounts receivable were due from third-party customers.

The provisions for credit losses were

nil as of July 31 and April 30, 2026.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

of each of July 31 and April 30, 2026, the Company had deposits totaling $ 0.3

million , consisting primarily of refundable advance

payments made to marketing and advertising service providers, as well as a refundable advance payment made to a technology development

vendor in Malaysia.

The deposits as of July 31 and April 30, 2026, related to ongoing operations and business expansion activities and

would be applied against future services or refunded in accordance with the terms of the related agreements.

of July 31 and April 30, 2026, the Company had prepayments totaling $ 5.0

million and $ 1.2 million,

respectively, including advance payments and rental prepayments under existing lease agreements.

These amounts will be

recognized as expenses over the applicable periods.

OF PREPAYMENTS

January 31, 2026

July 31, 2026

April 30, 2026

Advance to suppliers

Advance tax payment in Malaysia

Prepaid rental

1 unchanged sentence

OTHER RECEIVABLES

of January 31, 2026, the Company had $ 1,460,150

of other receivables, primarily consisting of amounts due from another company for payments made on such company’s

of each of July 31 and April 30, 2026, the Company had $ 1,341,413

of other receivables, primarily consisting of amounts due from

another company for payments made on such company’s behalf.

Such receivables are non-interest-bearing and are not loan receivables.

The Company expects to collect the outstanding balance in April 2026.

The Company expects to collect the outstanding balance by December 2026.

SCHEDULE OF OTHER RECEIVABLES

January 31, 2026,

July 31, 2026,

April 30, 2026

A mount due from third party

Amount due from third party

Loan interest receivable

TO THE CONSOLIDATED FINANCIAL STATEMENTS

represents a quoted investment in Brightstar Technology Group Co., Ltd.

as of January 31, 2026, a company listed on the Hong Kong Stock

The contributor of this investment has provided a downside guarantee to ensure a minimum value.

The investment’s fair

value is assessed annually, with gains or losses recognized in the financial statements.

are recorded under “Financial assets at fair value through profit or loss”.

Where the fair value falls below the guaranteed

amount, the shortfall is compensated by the director under the guarantee arrangement, and the compensation is recognized as “Shares

guarantee income”.

DEVELOPMENT COSTS

costs represent capitalized costs related to the development of the Company’s AI-enabled software solutions, including AI &

International Trade, AI & Finance, AI & Customer Service, AI & Digital Employee, AI & Smart Education, and AI & Intelligent

OF DEVELOPMENT COSTS

AI & International Trade

AI & Customer Service

AI & Digital Employee

AI & Smart Education

AI & Intelligent Medicine

Accumulated Amortization

Development costs, net

There was no amortization expense for

the nine months ended January 31, 2026 and 2025, as the Aberfeldy acquisition took place just one day before the end of the quarter.

A mortization

expense for the three-month period ended January 31, 2026 and 2025 was also nil .

Company evaluates capitalized development costs for impairment whenever events or changes in circumstances indicate that the carrying

amount may not be recoverable.

If impairment indicators exist, the Company measures and recognizes an impairment loss to the extent the

carrying amount exceeds the asset’s fair value.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

CONTRACT COSTS AND LIABILITIES

costs consist of costs to obtain and fulfill a contract.

Costs to fulfill a contract primarily consist of salaries and related costs,

amortization of intangible assets, and depreciation of property and equipment in developing customized “data-to-AI” solutions

for customers where such costs are expected to be recovered under existing contracts.

Contract costs are recognized as a cost of revenue

upon transfer of the customized data-to-AI solutions to customers.

movement of contract costs was as follows:

OF CONTRACT COSTS

For the Three Months Ended July 31,

Cost of revenue

( 9,361,466 )

Costs accumulation

Company acquired Aberfeldy on January 30, 2026.

In accordance with ASC 805 and ASU 2021-08, the Company recognized and measured the contract

liabilities assumed from Aberfeldy in accordance with ASC 606, Revenue from Contracts with Customers, as if the Company had originated

the contracts at the acquisition date.

The contract liabilities assumed represent amounts received up front from customers for customized

data-to-AI solutions for which the underlying services had not yet been delivered at the acquisition date.

had no contract liabilities from its own operations prior to the acquisition of Aberfeldy.

the Company delivers the related services to customers, the acquired contract liabilities are reclassified to revenue.

All performance

obligations related to these contract liabilities are expected to be satisfied within one year.

following table provides information about the Company’s contract liabilities arising from contracts with customers.

SCHEDULE OF CONTRACT LIABILITIES ARISING FROM CONTRACTS WITH CUSTOMERS

For the Three Months Ended July 31,

( 15,232,000 )

Collections from customers

Company’s remaining performance obligations represent the amount of the transaction price for which service has not been

As of July 31, 2026, the aggregate amount of the transaction price allocated for the remaining performance obligations

amounted to $ 5.8

The Company expects to recognize revenue of $ 5.8

million arising from contract liabilities as of July 31, 2026, for the financial year ending April 30, 2027.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

consisted of the following:

OF INVENTORIES

July 31, 2026

April 30, 2026

Finished goods

DIGITAL ASSETS

Company’s digital assets consisted primarily of USDT, stablecoins designed to maintain a value of approximately one U.S.

As of July 31 and April 30, 2026, the fair value of the Company’s digital assets was $ 229,946 and $ 19,245,771 , respectively.

Company determined the fair value of its digital assets based on quoted prices in the principal market accessible to the Company as of

the applicable reporting date.

Changes in the fair value of the Company’s digital assets were not material during the three months

ended July 31, 2026 and 2025.

Accordingly, the Company recognized no material gains or losses related to its digital assets during the

periods presented.

INTANGIBLE ASSETS, NET

rights are stated at cost less accumulated amortization and impairment losses.

Amortization is calculated on a straight-line basis over

such technology rights’ estimated useful lives of five years .

SCHEDULE OF ACQUISITION AND AMORTIZATION OF INTANGIBLE ASSETS

Schedule of Acquisition of Intangible Asset – Technology Right

Hey Yuan metaverse Marriage and Love social platform

Shangou secure shopping

Xinjudi creative base system

Safe transaction method of payment with QR code

Multifunctional network information security server

Internet of things trade follow up method

Retail information management control

Live scene video automatic production system

Video chat method and other storage media

Speech recognition and other methods

Data processing method and other storage media

TO THE CONSOLIDATED FINANCIAL STATEMENTS

INTANGIBLE ASSETS, NET (cont.)

Schedule of Amortization of Intangible Asset – Technology Right

Company’s intangible assets consisted of the following:

OF INTANGIBLE ASSETS

July 31, 2026

April 30, 2026

Technology rights

Acquired development cost s , gross

Customer relationships, gross

Noncompete agreement, gross

Patents, gross

accumulated amortization

( 18,366,607 )

Net value of Intangible Asset – Technology Right as of January 31, 2026

Schedule of Amortization of Intangible Asset – Technology Right

Accumulated amortization

( 12,859,256 )

Net value of Intangible Asset – Technology Right as of April 30, 2025

expense for the nine-month periods ended January 31, 2026 and 2025 was approximately $ 2,232,693

and $ 2,232,693

respectively.

expense for the three-month periods ended January 31, 2026 and 2025 was approximately $ 744,230

These amounts are included in cost of revenue in the consolidated statements of operations and comprehensive

accumulated impairment

Intangible assets, net

$ 137,325,481

TO THE CONSOLIDATED FINANCIAL STATEMENTS

INTANGIBLE ASSETS, NET (cont.)

Company’s finite-lived intangible assets consist of dev elopment costs and customer relationships.

These intangible assets are amortized

on a straight-line basis over their estimated useful lives of five years .

The Company reviews finite-lived intangible assets for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

the year ended April 30, 2026, the Company recognized an impairment loss of approximately $ 7,532,712 related to its intangible assets.

This loss was included in “Impairment of intangible assets” in the consolidated statements of operations and comprehensive

(loss)/income.

Intangible Assets

January 30, 2026, in connection with the acquisition of Aberfeldy, the Company recognized acquired intangible assets consisting of a

$ 54.8 million fair value adjustment related to development cost s and $ 42.0 million related to customer relationships.

July 30, 2026, in connection with the acquisition of Best Life, the Company recognized acquired intangible assets consisting of a

million fair value adjustment related to a noncompete agreement, $ 9.4

million related to patents, and $ 17.7

million related to customer relationships.

acquired intangible assets are finite-lived and are amortized on a straight-line basis over an estimated useful life of five

Amortization expense related to these

acquired intangible assets was approximately $ 5.5

million and nil ,

respectively, for the three months ended July 31, 2026 and 2025.

of July 31, 2026, the net carrying amount of these acquired intangible assets was $ 137.3 million .

Note 14, Business Combinations, for additional information regarding the acquisition and the allocation of the purchase consideration.

OF BUSINESS COMBINATION FOR ADDITIONAL INFORMATION

For the year ending April 30,

Estimated amortization

$ 137,325,481

PROPERTY AND EQUIPMENT, NET

and equipment, net, consist of the following:

and equipment, net, consists of the following:

OF PROPERTY AND EQUIPMENT, NET

July 31, 2026

April 30, 2026

Office equipment

Accumulated depreciation

Property and Equipment, net

depreciation expense was recorded for the nine-month periods ended January 31, 2026 and 2025, as the Aberfeldy acquisition took place

just one day before the end of the quarter.

expense was also nil for the three-month periods ended January 31, 2026 and 2025.

BUSINESS COMBINATIONS — ADDITIONAL DETAILS REGARDING ACQUIRED INTANGIBLE ASSETS

is allocated to the Company’s cash-generating units.

The recoverable amounts of these cash- generating units have been determined

based on value-in-use calculations.

Other assumptions included in value-in-use calculations are closely linked to entity-specific key

performance indicators

connection with the acquisition of Aberfeldy Holdings Limited and its subsidiary, the Company recognized goodwill of $ 21,514,838 ,

representing the excess of the consideration transferred over the estimated fair value of net identifiable assets acquired and

liabilities assumed.

This goodwill is primarily attributable to expected synergies from combining operations, anticipated future growth

opportunities, and the assembled workforce and other benefits that do not qualify for separate recognition as identifiable

intangible assets.

connection with the acquisition, the Company recognized identifiable intangible assets at their estimated acquisition-date fair values,

relationships:

● Intellectual

property (IP):

$ 47,361,629 (primarily acquired developed technology/software and other acquired

TO THE CONSOLIDATED FINANCIAL STATEMENTS

BUSINESS COMBINATIONS — ADDITIONAL DETAILS REGARDING ACQUIRED INTANGIBLE ASSETS (cont.)

intangible assets are finite-lived and are amortized on a straight-line basis over their estimated useful lives, which are reviewed periodically.

the acquisition occurred on January 30, 2026, amortization expense related to acquired intangible assets was immaterial for the period

presented and will commence in the subsequent quarter.

OF AMORTIZATION EXPENSE RELATED TO ACQUIRED INTANGIBLE ASSETS

Customer relationships

Intellectual property

Total goodwill and other intangible assets

( 1,489,708 )

REVENUE — SEGMENT REPORTING BY GEOGRAPHIC REGION

following shows the Company’s revenue segmented by geographic region for the nine-month periods and three-month periods ended

January 31, 2026 and 2025.

( 1,428,032 )

Property and Equipment, net

expense for the three months ended July 31, 2026 and 2025 was $ 61,676 and nil , respectively.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

following represents the Company’s revenue segmented by geographic region for the three months ended July 31, 2026 and 2025.

OF REVENUE SEGMENT REPORTING BY GEOGRAPHIC REGION

For the nine months ended January 31, 2026

For the nine months ended January 31, 2025

For the three

January 31, 2026

For the three

January 31, 2025

United Kingdom

For the three months ended

July 31, 2026

For the three months ended

July 31, 2025

United States of America

United Kingdom

following represents the Company’s revenue segmented by revenue stream for the three months ended July 31, 2026 and 2025.

OF REVENUE BY STREAM

Revenue Stream

January 31, 2026

January 31, 2025

For the three

January 31, 2026

For the three

January 31, 2025

For the three months ended

July 31, 2026

For the three months ended

July 31, 2025

Royalty income

TO THE CONSOLIDATED FINANCIAL STATEMENTS

AMOUNT DUE FROM RELATED PARTY

of relationships with related party

OF RELATED PARTY TRANSACTIONS

with the Company

and director of the Company

with related party

January 31, 2026

April 30, 2025

Amount due from related party

Amount due to related party

balances of $ 2,906,193 and $ 2,827,528 as of January 31, 2026 and April 30, 2025, respectively, represent amounts receivable from a director

under the downside guarantee arrangement relating to the Company’s investment in Brightstar Technology Group Co., Ltd.

the guarantee arrangement, the director is obligated to compensate the Company for any decline in the investment’s fair value below

the guaranteed amount.

Such compensation is recognized as Shares guarantee income in the statement of profit or loss.

Management expects

this receivable to be fully settled in the normal course of business.

balances of $ 784,091 and $ 775,406 as of January 31, 2026 and April 30, 2025, respectively, represent amounts payable to a director for

expenses paid on behalf of the Company.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

ACCOUNTS PAYABLE

The Company’s accounts

payable balances were as follows:

OF ACCOUNTS PAYABLE

January 31, 2026

April 30, 2025

Accounts payable

of January 31, 2026 and April 30, 2025, all accounts payable were due to third-party suppliers.

BUSINESS COMBINATIONS

of Aberfeldy Holdings Limited

January 30, 2026, the Company completed the acquisition of 100 %

of the outstanding shares of Aberfeldy, the holding company that owns Rafael AI, a Malaysia-based provider of data-to-AI end-to-end

solutions, for consideration of $ 140.0

The following table summarizes the provisional purchase price allocation

and fair value of the assets and liabilities acquired in this business acquisition:

OF PURCHASE CONSIDERATION

Book net assets / pre-acquisition equity

Development costs

Customer relationships

Deferred tax liabilities

( 21,624,181 )

Net identifiable assets

Purchase consideration

$ 140,000,000

I ncluded within the intangible assets was

a provisional amount of $ 96.8 million of separately identifiable intangible assets, net, comprising development costs and customer relationships,

with the additional effect of a deferred tax liability of $ 21.6 million arising from book and tax basis differences generated upon the

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

BUSINESS COMBINATIONS (cont.)

provisional fair value of development costs identified amounted to $ 54.8 million and was estimated using the Multi-Period Excess Earnings

Significant assumptions included:

(i) expectations for the profitability and future after-tax cash flows arising from the Acquired

(ii) an annual obsolescence factor of 14.3% per annum;

(iii) an overall discount rate of 16.0% for the Acquired Business;

(iv) a risk premium of 0.5% of the development costs.

Development costs are amortized over their expected useful economic life of 5 years.

fair value of customer relationships identified was a provisional amount of $ 42.0 million and was estimated using the Multi-Period Excess

Earnings Method.

Significant assumptions included:

(i) expectations for the profitability and future after-tax cash flows arising from

the follow-on revenue from customer relationships that existed on the acquisition date over their estimated lives;

(ii) an overall discount

rate of 16.0% for the Acquired Business;

and (iii) a risk premium of 0.5% of the customer relationships.

Customer relationships are being

amortized over their expected useful economic life of 5 years.

of the date these consolidated financial statements are issued, the purchase accounting related to the acquisition is incomplete because

the evaluation necessary to assess the fair values of certain intangible assets acquired is still in process.

As such, the above balances

may be adjusted in the future period as the valuation is finalized and these adjustments may be material to the consolidated financial

The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

The goodwill recognized is primarily

attributable to expected synergies from combining the operations of the Company and the Acquired Business, anticipated future growth

opportunities, the assembled workforce, and other benefits that do not qualify for separate recognition as identifiable assets.

is not amortized and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is

more likely than not that the fair value of the applicable reporting unit is less than its carrying amount.

July 27, 2026, the Company (the “Buyer”), entered into a Sale Purchase Agreement (the “SPA”) with Nova

Innovation Tech Ltd (the “Seller”) and Hongkong Best Life Trade Co., Limited (the “Target Company” or

“Best Life”), to acquire 100 %

of the issued and outstanding shares of Oceancrest Investment Holdings Limited (“Oceancrest”, or the “Holding

Company ”), which holds 97 %

of the equity interests of Best Life.

Best Life is an import-export business working with counterparties and brands historically

focused on Japan, Hong Kong, and China, with subsidiaries now open or being opened in the United Kingdom, the United States, Canada,

and New Zealand.

The acquisition was completed on July 30, 2026 (the “Acquisition Date”), and as a result, Oceancrest

and Best Life became subsidiaries of the Company.

SPA contains certain provisions regarding an earn-out arrangement.

Pursuant to the SPA, additional sums are payable to Seller only if

the financial results of Best Life meet certain defined thresholds.

Specifically, if the gross revenue of Best Life exceeds $ 10,000,000

for fiscal year 2026, Buyer will deliver to Seller $ 30,000,000 within 30 days of the consolidated financial statements of the Buyer

being filed with the U.S.

Securities and Exchange Commission on Form 10-K or on such other date as may be agreed between the parties.

If the gross revenue of Best Life exceeds $ 25,000,000 for fiscal year 2027, Buyer will deliver to Seller $ 50,000,000 within 30 days

of the consolidated financial statements of the Buyer being filed with the U.S.

Securities and Exchange Commission on Form 10-K or on

such other date as may be agreed between the parties.

to the SPA, the total fixed consideration for the acquisition is $ 50,000,000 in cash.

Of this amount, $ 30,000,000 (the “Partial

Payment”) was paid within five Business Days of the SPA, and the remaining $ 20,000,000 (the “Balance Payment”) is due

no later than 90 days after the Closing Date (the “Balance Payment Date”).

The Buyer may make the Partial Payment and the

Balance Payment by delivery of either USDT or cash.

ASC 805-30-30-7, the consideration transferred is measured at fair value, which includes the fair value of the cash transferred at the

acquisition date and the fair value of the deferred cash consideration to be paid in the future.

The Company discounted the deferred

payments to their present values as of the Acquisition Date.

The fair value of the total consideration transferred is calculated as follows:

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

BUSINESS COMBINATIONS (cont.)

fair value of the total consideration transferred is calculated as follows:

OF FAIR VALUE OF THE TOTAL CONSIDERATION TRANSFERRED

Consideration

Present value of Partial Payment ($ 30,000,000 , undiscounted, due August 6, 2026, within five business days from the closing date)

Present value of Balance Payment ($ 20,000,000 , undiscounted, due October 28, 2026, 90 days from the closing date)

Fair value of First earn-out contingent consideration ($ 25,500,000 , undiscounted, due July 29, 2027)

Fair value of Second earn-out contingent consideration ($ 0 , undiscounted, due July 29, 2027)

Fair value of total consideration

acquisition of Best Life was accounted for as a business combination in accordance with ASC 805.

The Company allocated the purchase price

based upon the fair value of the identifiable assets acquired and liabilities assumed on the Acquisition Date.

The Company, through a

third-party valuer, estimated the fair values of the assets acquired and liabilities assumed.

allocation of consideration of the assets acquired and liabilities assumed based on their fair value was as follows:

OF CONSIDERATION OF THE ASSETS ACQUIRED AND LIABILITIES

Fair value of consideration transferred ( 97 % interest)

Fair value of non-controlling interests ( 3 % interest)

Total fair value

Fair value of the assets acquired and the liabilities assumed ( 100 %)

Identifiable assets acquired:

Accounts receivable

Intangible assets, net

Total assets acquired

Liabilities assumed:

Due to related parties

Payroll Payable

Deferred tax liabilities

Total liabilities assumed

Fair value of net identifiable assets acquired

of the date of acquisition, the intangible assets acquired and estimated useful lives were as follows:

Noncompete Agreement

Customer Relationship

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

BUSINESS COMBINATIONS (cont.)

within the intangible assets was a provisional amount of $ 51.6 million of separately identifiable intangible assets, net comprising noncompete

agreement, patent and customer relationship, with the additional effect of a deferred tax liability of $ 8.5 million arising from book

and tax basis differences generated upon the acquisition.

of the date these consolidated financial statements are issued, the purchase accounting related to the acquisition is incomplete because

the evaluation necessary to assess the fair values of certain intangible assets acquired is still in process.

As such, the above balances

may be adjusted in a future period as the valuation is finalized, and these adjustments may be material to the consolidated financial

The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

goodwill recognized is primarily attributable to expected synergies from combining the operations of the Company and the acquired business,

anticipated future growth opportunities, the assembled workforce, and other benefits that do not qualify for separate recognition as

identifiable assets.

is not amortized and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is

more likely than not that the fair value of the applicable reporting unit is less than its carrying amount.

ACCRUED EXPENSES

following is a summary of accrued expenses as of January 31, 2026 and April 30, 2025, respectively.

following is a summary of accrued expenses as of July 31 and April 30, 2026, respectively.

SCHEDULE OF ACCRUED EXPENSES

January 31, 2026

April 30, 2025

Accrued salaries and benefits – management

1 unchanged sentence

Accrued success fee

Amount due from bank

Accrued directors’ fees

Accrued professional fees

Accrued salaries and benefits – employees

Accrued utilities expenses

AMOUNT DUE FROM RELATED PARTY

of relationships with related party

OF AMOUNT DUE FROM RELATED PARTY

with the Company

shareholder of Best Life

with related party

As of July 31, 2026

As of April 30, 2026

Amount due to related party

amount due to related party as of July 31, 2026, represented the advances from Ms.

Yanmei Mo and was used for working capital in the

normal course of business.

Such advances were non-interest bearing and due on demand.

reconciliation between the Company’s actual provision for income taxes and the provision calculated under the Hong Kong and Malaysia

statutory rates are as follows:

Before Income Taxes

before income taxes was as follows:

OF INCOME LOSS BEFORE INCOME TAXES

July 31, 2026

July 31, 2025

For the Three-Month Period Ended

July 31, 2026

July 31, 2025

federal and state

$ ( 691,620 )

(Loss)/i ncome

before income taxes

$ ( 346,307 )

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

TAXATION (cont.)

for Income Taxes

components of the provision for income taxes were as follows:

SCHEDULE OF COMPONENTS OF PROVISION FOR INCOME TAXES

July 31, 2026

July 31, 2025

For the Three-Month Period Ended

July 31, 2026

July 31, 2025

federal and state

Total current income tax expense

federal and state

( 1,081,209 )

Total deferred income tax benefit

( 1,081,209 )

Income tax expense

the three months ended July 31, 2026, current foreign income tax expense was attributable to the Company’s operations in Malaysia.

The Company did not incur current income tax expense in the United States or Hong Kong during the period.

Income Tax Rate Reconciliation

reconciliation of the income tax benefit computed at the U.S.

federal statutory income tax rate of 21 % to the Company’s actual

income tax expense for the year ended April 30, 2026 is as follows:

SCHEDULE OF EFFECTIVE RATE OF RECONCILIATION OF INCOME

For the Three-Month Period Ended

July 31, 2026

July 31, 2025

Income tax benefit at U.S.

federal statutory rate

Foreign tax effects

Tax effect of preferential tax rate

Tax effect of losses for which no tax benefit was recognized

Income tax expense

Company’s effective income tax rate differed from the U.S.

federal statutory income tax rate primarily because no tax benefit was

recognized for losses incurred in certain jurisdictions and the Company’s Malaysian operations are subject to a statutory corporate

income tax rate of 24 %.

Tax Positions

of July 31 and April 30, 2026, the Company had no material unrecognized tax benefits.

The Company recognizes interest and penalties related

to uncertain tax positions, if any, as a component of income tax expense.

SHAREHOLDERS’ EQUITY

Company has 1,000,000,000 shares of common

stock authorized, with a par value of $ 0.001

As of January 31, 2026 and April 30, 2025, the Company had 42,142,432

shares of common stock issued and outstanding, respectively (on a split-adjusted basis).

Stock Issuance

Company is authorized to issue 1,000,000,000 shares of common stock, par value $ 0.001 per share.

May 18 and August 17, 2026, the Company effected reverse stock splits of its common stock at ratios of 1-for-40 and 1-for-20 ,

respectively.

The reverse stock splits did not change the par value of the Company’s common stock or the number of authorized shares.

All share and per-share amounts presented in these consolidated financial statements and accompanying notes have been retrospectively

adjusted to reflect the reverse stock splits for all periods presented, unless otherwise indicated.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

SHAREHOLDERS’ EQUITY (cont.)

the period from May 1, 2024 through July 31, 2024, the Company issued 16,613 shares of common stock to true-up shares related to the

February 22, 2022 acquisition of PlaySight Interactive Ltd., for services rendered, for the exercise of warrants, and to round up fractional

shares as part of a 1-for-20 reverse stock split.

the period from August 1, 2024 through October 31, 2024, the Company issued 75,527 shares of common stock for the exercise of warrants.

the period from November 1, 2024 through July 31, 2025, the Company issued 162,552 shares of common stock to complete the acquisition

August 19, 2025, in connection with a private placement entered into on June 30, 2025, the Company issued 400,000 shares of common stock

(together with five-year warrants to purchase 800,000 shares of common stock at an exercise price of $ 44.50 ).

At $ 11.50 per unit (each

consisting of a share and two warrants), the private placement raised $ 4,600,000 for the Company.

the period from August 1, 2025 through October 31, 2025, apart from the private placement, the Company issued 39,268 shares

to round up fractional shares as part of a reverse stock split of the Company’s common stock at a ratio of 1-for-50 ,

which became effective on October 27, 2025.

In this period, the Company also sold 18,290,063 shares

in “at the market offerings,” generating net proceeds of $ 168,576,574 .

All share figures in these financial statements and notes are adjusted

to reflect this reverse stock split.

For the period from November 1, 2025 through January 31, 2026, the Company sold 3,516,625 shares in at-the-market

offerings, generating net proceeds of $ 3,977,941 .

In December 2025, the Company sold 15,382,378 shares in a direct offering, generating

net proceeds of $ 14,773,528 .

And in January 2026, the Company allotted 4,215,000 shares to Mr.

Zhou, generating net proceeds of $ 5,774,550 .

COMMITMENTS AND CONTINGENCIES

Company was not subject to any legal proceedings during the nine months ended January 31, 2026, and there are currently no legal proceedings,

to which it is a party, which could have a material adverse impact on its financial position, results of operations, or liquidity.

giving retrospective effect to the reverse stock splits, the Company had approximately 52,678

of common stock issued and outstanding as of July 31 and April 30, 2026.

SCHEDULE OF RETROSPECTIVE EFFECT TO REVERSE STOCK SPLITS

Split-Adjusted Shares Issued

Private placement

At-the-market offerings

Exercise of warrants / other common stock issuance

Registered direct offering

Share allotment

$ 197,702,960

Company’s common stock outstanding reconciles as follows:

SCHEDULE OF COMMON STOCK OUTSTANDING RECONCILES

Shares outstanding as of April 30, 2025, as retrospectively adjusted

Shares issued during the year ended April 30, 2026, as retrospectively adjusted

Shares outstanding as of July 31 and April 30, 2026

the time of the respective transactions and prior to giving effect to the subsequent reverse stock splits:

private placement consisted of 20,000,000 units at $ 0.23 per unit and generated gross proceeds of $ 4.6 million;

Company sold common stock pursuant to its at-the-market offering program and generated aggregate net proceeds of approximately $ 172.6

registered direct offering consisted of 15,382,378 shares at $ 1.02 per share and generated net proceeds of $ 14.8 million;

Company issued 4,215,000 shares of common stock at $ 1.37 per share for proceeds of $ 5.8 million.

historical share and per-share amounts in the preceding paragraph are presented on the basis applicable at the time of the respective

transactions and have not been adjusted for subsequent reverse stock splits.

Stock Split during the Year

October 27, 2025, the Company effected a 1-for-50 reverse stock split of its common stock.

The reverse stock split reduced the number

of issued and outstanding shares of common stock without changing the par value per share or the number of authorized shares.

shares were treated in accordance with the terms of the applicable reverse stock split.

share and per-share amounts in these notes and the accompanying consolidated financial statements, unless otherwise indicated, have been

retrospectively adjusted for this reverse stock split and for the reverse stock splits that occurred subsequent to the financial year

(See Note 20, Subsequent Events.

CONTINGENCIES AND COMMITMENTS

Company is subject to legal proceedings and regulatory actions in the ordinary course of business.

The outcomes of such proceedings cannot

be predicted with certainty;

however, the Company does not anticipate that the final outcome of any such matter will have a material

adverse effect on the Company’s consolidated financial position, results of operations, or cash flow, taken as a whole.

31, 2026, the Company is not a party to any material legal or administrative proceedings.

SUBSEQUENT EVENTS

August 15, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company 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-20 (the “August Reverse

Split”), which became effective on August 17, 2026.

twenty shares of the Company’s issued and outstanding Common Stock were automatically combined into one issued and outstanding

share of Common Stock, without any change in par value per share.

No fractional shares were issued in connection with the August Reverse

Stockholders at the participant level of the Depository Trust Company who would have otherwise been entitled to a fraction of

one share as a result of the August Reverse Split instead received one whole share of Common Stock in lieu of such fractional share.

The August Reverse Split did not otherwise modify any rights or preferences of the Company’s Common Stock.

The Common Stock began

trading on a split-adjusted basis on the Nasdaq Capital Market at market open on August 17, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements