季報
季度報告
10-Q
2026-05-15
第二季收入33.6萬美元，與去年同期34.2萬美元大致持平；上半年收入67.5萬美元，略低於去年的69.7萬美元。
AI 繁中摘要
Aether Holdings, Inc.（ATHR）提交截至2026年3月31日第二財季10-Q報告，顯示公司正處於IPO後的積極擴張階段，但營運開支急升導致虧損擴大。
**業績重點（2026財年第二季及上半年）**
- 第二季收入33.6萬美元，與去年同期34.2萬美元大致持平；上半年收入67.5萬美元，略低於去年的69.7萬美元。
- 毛利率改善：第二季毛利27.1萬美元（毛利率80.7%），較去年23.2萬美元（毛利率67.9%）顯著提升，成本控制見效。
- 營運開支大幅增加：第二季營運開支132萬美元（去年同期62萬），上半年292萬美元（去年同期119萬）。主要由於一般及行政費用（上半年240萬美元）及銷售營銷費用（上半年38.6萬美元）因IPO、團隊擴張及市場推廣而急升。另新增研發費用13.1萬美元，用於開發SentimenTracker及XYZ Terminal等工具。
- 淨虧損擴大：第二季淨虧損103萬美元（每股-0.08美元），上半年淨虧損233萬美元（每股-0.19美元），去年同期分別為39萬美元及71萬美元。
**資產負債及現金流**
- 截至3月底，現金81萬美元，較去年9月底的442萬美元大幅下降，主要用於營運及投資活動。
- 投資活動淨流出168萬美元，包括收購多個金融通訊資產（Whale Tales、Altcoin Investing、21Bitcoin.xyz、Coinstack、Publicview.ai）、購買紐約辦公空間（透過子公司537 Greenwich LLC）及內部軟體開發。
- 股東權益234萬美元（去年9月為452萬美元），因持續虧損而減少。公司於2025年4月完成IPO，集資約890萬美元（扣除費用前），為擴張提供資金。
**業務發展與管理層展望**
- 公司正積極從單一的SentimenTrader平台轉型為多元化金融資訊生態系統，已成立多間子公司：Alpha Edge Media（新聞通訊）、Aether Grid（金融工具）、Aether Labs（AI研發）、Aether DataHub（與OorTech合資，專注金融媒體數據標註）。
- 管理層預期將繼續擴大內容覆蓋、開發先進投資者工具，並加強AI及機器學習應用。公司亦獲取Oort的DataHub技術獨家授權，用於白標平台。
- 公司仍處於早期增長階段，收入尚未能覆蓋
展開英文正文
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2026 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission file number: 001-42595 Aether Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2818803 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 110 Charlton Street, Unit RET B New York, New York 10014 (Address of principal executive offices) (Zip Code) (347) 726-8898 (Registrant’s telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class: Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $0.001 per share ATHR The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of May 14th, 2026, there were 12,144,730 shares of common stock outstanding. AETHER HOLDINGS, INC. TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION Cautionary Note Regarding Forward-Looking Statements -ii- Item 1. Financial Statements F-1 Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and September 30, 2025 F-1 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months and six months ended March 31, 2026 and 2025 F-2 Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months and six months ended March 31, 2026 and 2025 F-3 Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2026 and 2025 F-4 Notes to Unaudited Condensed Consolidated Financial Statements F-5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 Item 4. Controls and Procedures 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings 14 Item 1A. Risk Factors 14 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14 Item 3. Defaults upon Senior Securities 14 Item 4. Mine and Safety Disclosure 14 Item 5. Other Information 14 Item 6. Exhibits 15 -i- CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (the “Report”) contains “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that reflect our current expectation and views of future events. The forward-looking statements are contained principally in the section of this Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned that significant known and unknown risks, uncertainties and other important factors (including those over which we may have no control and others listed in this Report and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on December 17, 2025 (the “Annual Report”) under the heading “Risk Factors”) may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward looking statements by words such as “may,” “will,” “aim,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “is/are likely to,” “potential,” “continue,” and other similar expressions or variations. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual performance or results to differ materially and adversely from those expressed in or suggested by the forward-looking statements include: ● our inability to meet our core objectives, namely, to expand the number and content of our online newsletters, create advanced investor tools for our users and generate revenues as a result of these efforts; ● ineffectively competing in our industry; ● the impact of governmental laws and regulation; ● failure to maintain and protect our reputation for trustworthiness and independence; ● our ability to adequately market our products and services, and to develop additional products and product offerings; ● our ability to manage growth effectively, including through acquisitions; ● our ability to continue to evolve and adapt our technology, including further adoption of artificial intelligence and machine learning technologies; ● our ability to attract new users of our products and to persuade existing users of our products to convert their free subscriptions to paid subscriptions, renew their subscription agreements, and purchase higher subscription tiers from us; ● our ability to successfully expand the coverage of our products to include foreign markets and alternative asset classes; ● assumptions related to the size of the market for our publications and analysis tools; ● our opportunistic use of cash resources on hand, which would impact our capital needs; ● our ability to expand our revenue streams beyond a subscriber model; ● difficulties with certain data providers, technology providers, and third-party services we rely on or will rely on; -ii- ● failure to establish and maintain our corporate culture as we grow and encounter challenges regarding consumer recognition of our brand; ● our inability to attract, develop, and retain capable management, analysts, and other key personnel; ● labor shortages, unionization activities, labor disputes or increased labor costs; ● our ability to realize the anticipated benefits of our bitcoin treasury strategy, which we have yet to implement; ● our inability to address and mitigate damage to our reputation and brand arising from negative “short reports” and adverse litigation or other proceedings against us or our management; ● inadequately protecting our intellectual property or breaches of security of confidential consumer information; and ● other factors detailed under the section entitled “Risk Factors” in our Annual Report. The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with. Forward-looking statements necessarily involve significant risks and uncertainties, and our actual results could differ materially from those anticipated in the forward-looking statements due to a number of factors, including those set forth in our Annual Report under the heading “Risk Factors” and elsewhere in the Annual Report. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above. Prior to investing in our common stock, you should read this Report and our other SEC filings completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements. We file reports with the SEC. The SEC maintains a website (https://www.sec.gov/search-filings) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. The forward-looking statements made in this Report related only to events or information as of the date of this Report. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects. DEFINED TERMS RELATED TO THE COMPANY Unless specifically set forth to the contrary, “Company,” “we,” “us,” “our,” “our company,” “Aether,” “the Company,” “our business” and similar terms refer to Aether Holdings, Inc. and its subsidiaries, unless the context indicates otherwise. -iii- PART I - FINANCIAL INFORMATION Item 1 - Financial Statements AETHER HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2026 September 30, 2025 (Unaudited) ASSETS Current Assets Cash $807,957 $4,418,169 Prepaid expenses 262,313 365,073 Accounts receivable and other receivables 12,931 - Total current assets 1,083,201 4,783,242 Intangible assets, net 535,763 40,850 Internally developed software WIP 97,205 100,000 Property acquisition deposit - 108,000 Property and equipment, net 1,265,471 4,069 Total Assets $2,981,640 $5,036,161 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Accounts payables $176,048 $67,430 Accrued liabilities 74,602 55,827 Due to related parties 5,172 37,193 Contract liabilities 384,936 358,628 Total current liabilities 640,758 519,078 Total Liabilities 640,758 519,078 Stockholders’ Equity Common stock, $0.001 par value, 50,000,000 and 50,000,000 shares authorized, 12,144,730 and 12,101,273 shares issued and outstanding at March 31, 2026 and September 30, 2025, respectively* 12,144 12,101 Additional paid-in capital 9,853,146 9,703,189 Accumulated deficit (7,524,408) (5,198,207) Total shareholders’ equity 2,340,882 4,517,083 Total liabilities and shareholders’ equity $2,981,640 $5,036,161 *Shares and per share data are presented on a retroactive basis to reflect a 1.2-for-1 reverse stock split of the common stock which occurred on January 15, 2025. See Note 6(B). The accompanying notes are an integral part of these unaudited condensed consolidated financial statements F-1 AETHER HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED) March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025 For the three months ended For the six months ended March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025 Revenue $336,041 $341,906 $674,845 $696,549 Cost of Sales (excluding depreciation and amortization) 64,784 109,616 131,204 217,174 Gross Profit 271,257 232,290 543,641 479,375 Operating Expenses Sales and marketing expenses 188,986 56,622 385,558 78,667 General and administrative expenses 1,056,512 565,849 2,403,956 1,113,088 Research and development expenses 73,172 - 131,119 - Total operating expenses 1,318,670 622,471 2,920,633 1,191,755 Other Income Interest income 6,449 - 31,754 - Other income, net 12,000 - 19,037 - Total Other Income 18,449 - 50,791 - Loss before provision for income taxes (1,028,964) (390,181) (2,326,201) (712,380) Income tax benefit (expense), net - - - - Net loss (1,028,964) (390,181) (2,326,201) (712,380) Comprehensive loss $(1,028,964) $(390,181) $(2,326,201) $(712,380) Net loss per share – Basic and Diluted* $(0.08) $(0.04) $(0.19) $(0.07) Weighted average number of shares outstanding – Basic and Diluted * 12,144,730 10,031,273 12,131,202 10,031,273 *Shares and per share data are presented on a retroactive basis to reflect a 1.2-for-1 reverse stock split of the common stock which occurred on January 15, 2025. See Note 6(B). The accompanying notes are an integral part of these unaudited condensed consolidated financial statements F-2 AETHER HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED) For the Three and Six Months Ended March 31, 2026 Number Amount* Amount Amount Amount *Common Shares Additional Paid In Capital Accumulated deficit Total equity Number Amount Amount Amount Amount Balance – October 1, 2025 12,101,273 12,101 9,703,189 (5,198,207) 4,517,083 Net loss for the period - - - (1,297,237) (1,297,237) Cashless exercise of warrants 18,332 18 (18) - - Stock issued for services 25,125 25 149,975 - 150,000 Balance – December 31, 2025 12,144,730 12,144 9,853,146 (6,495,444) 3,369,846 Net loss for the period - - - (1,028,964) (1,028,964) Balance – March 31, 2026 12,144,730 12,144 9,853,146 (7,524,408) 2,340,882 For the Three and Six Months Ended March 31, 2025 *Common Shares Additional Paid In Capital Accumulated deficit Total equity Number Amount Amount Amount Amount Balance – October 1, 2024 10,031,273 $10,031 $2,162,945 $(2,056,896) $116,080 Net loss for the period - - - (322,199) (322,199) Balance – December 31, 2024 10,031,273 $10,031 $2,162,945 $(2,379,095) $(206,119) Net loss for the period - - - (390,181) (390,181) Balance – March 31, 2025 10,031,273 $10,031 $2,162,945 $(2,769,276) $(596,300) *Shares and per share data are presented on a retroactive basis to reflect a 1.2-for-1 reverse stock split of the common stock which occurred on January 15, 2025. See Note 6(B). The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-3 AETHER HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR SIX MONTHS ENDED (UNAUDITED) March 31, 2026 March 31, 2025 For the six months ended March 31, 2026 March 31, 2025 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(2,326,201) $(712,380) Adjustments: Depreciation and amortization 37,450 1,047 Non cash service expense for stock issuances 78,297 - Interest Expense - 516 Changes in operating assets and liabilities: Prepaid expenses 174,463 8,862 Payables and accrued liabilities 127,393 120,241 Tax payable - 5,298 Amounts due to related parties (32,021) 199,645 Contract liabilities 26,308 15,000 Accounts receivable and other receivables (12,931) - Net cash used in operating activities (1,927,242) (361,771) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of intangible assets (417,167) - Internally developed software WIP (97,205) Purchase of property and equipment (1,168,598) - Net cash used in investing activities (1,682,970) - CASH FLOWS FROM FINANCING ACTIVITIES Advances from short-term loan - 20,000 Deferred offering costs - (22,789) Net cash used in financing activities - (2,789) Net decrease in cash (3,610,212) (364,560) Cash, beginning of the period 4,418,169 557,823 Cash, end of the period $807,957 $193,263 Supplemental Disclosures of Cash Flow Information Cash paid for interest $- $- Cash paid for income taxes $- $- Supplemental Schedule of Non-Cash Financing Activities Common stock issued for services 150,000 Cashless exercise of warrants 18 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-4 AETHER HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 — DESCRIPTION OF BUSINESS AND ORGANIZATION Aether Holdings, Inc. (“we,” “us,” “our,” the “Company,” or “Aether”) was incorporated pursuant to the Delaware General Corporation Law (“DGCL”) on August 15, 2023. The Company, acting through its primary operating subsidiary, Sundial Capital Research Inc. (“Sundial”), is principally engaged in providing proprietary research analytics, data, and tools for equity traders through its flagship platform, SentimenTrader.com. (“SentimenTrader”). The registration statement for the Company’s initial underwritten public offering (“IPO”) was declared effective on April 9, 2025. We consummated our IPO on April 11, 2025, with the issuance of 1,800,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a public offering price of $4.30 per share, generating gross proceeds of $7,740,000. In connection with the IPO, we granted the underwriters an over-allotment option to purchase up to 270,000 additional shares of Common Stock at the same public offering price (the “IPO Over-Allotment Option”). On April 16, 2025, the IPO Over-Allotment Option was fully exercised, resulting in additional gross proceeds of $1,161,000. With the full exercise of the IPO Over-Allotment Option, the total gross proceeds from the IPO amounted to $8,901,000, before deducting underwriting discounts, commissions, and offering expenses. Additionally, as partial compensation for their services, the Company issued warrants to purchase an aggregate of 144,900 shares of Common Stock to The Benchmark Company, LLC and Axiom Capital Management, Inc., as representatives of the several underwriters of the Company’s IPO. On April 30, 2025, the Company incorporated a new subsidiary, Alpha Edge Media, Inc. (“AEM”), under the laws of the State of Delaware to support its expanding newsletter business. The newsletters published or acquired and thereafter published by AEM will target both institutional and retail investors, focusing on topics such as macroeconomic trends, market insights, and market psychology, while broadening the Company’s overall coverage of securities, commodities, markets and exchanges. On May 22, 2025, the Company incorporated a new subsidiary, Aether Grid Inc. (“Aether Grid”), under the laws of the State of Delaware to house and support the growth of its suite of financial tools. On June 6, 2025, the Company formed a new subsidiary, Aether Labs, Inc. (“Aether Labs”), under the laws of the State of Delaware to act as the arm of the Company that focuses on innovation and research and development of its fintech ecosystem, with a focus on proprietary analytics and models driven by artificial intelligence (“AI”). On October 14, 2025, the Company formed a new wholly owned subsidiary, 537 Greenwich LLC (537 Greenwich”), under the laws of the State of Delaware. The subsidiary was established for the purpose of acquiring and holding office space in New York, which was purchased and is owned by 537 Greenwich. On March 25, 2026, Aether Labs and OorTech Inc. (“Oort”) formed Aether DataHub, LLC (“AetherHub”), a Delaware limited liability company, as a joint venture to develop and commercialize the “AetherHub Platform,” a white-labeled deployment of Oort’s proprietary DataHub technology, for use exclusively in the field of financial media and financial education data labeling and annotation services. AetherHub had no transactions during the three months ended March 31, 2026, and AetherHub did not have a material impact on the Company’s consolidated financial position or results of operations for the period then ended. In March 2026, the Company also entered into a Technology License and Services Agreement with Oort, pursuant to which Oort granted the Company a worldwide, royalty-free, exclusive license, to host, operate, and commercialize Oort’s DataHub technology as a white-labelled platform. Oort is also obligated to provide software development, customization, maintenance, and support services necessary for the deployment and operation of the AetherHub platform. Intellectual property developed specifically for the AetherHub Platform is assigned to AetherHub, while Oort retains ownership of its underlying platform technology and general-purpose enhancements. No license fees or service fees are payable under the agreement, as Oort’s equity ownership interest constitutes its sole consideration. No amounts were recognized in the accompanying condensed consolidated financial statements related to this agreement for the three and six-month period ended March 31, 2026, as the Company had not commenced operations. The Company has also entered into an intellectual property option agreement (the “IP Option Agreement”) with Oort pursuant to which it may acquire certain underlying intellectual property, as described in Note 13. The following table sets forth information concerning the Company and its wholly-owned subsidiaries and AetherHub as of March 31, 2026: SCHEDULE OF SUBSIDIARY Name of Entity Date of Organization Place of Organization Percentage of Ownership Principal Activities Aether Holdings, Inc. August 15, 2023 Delaware Parent Company Holding Company Sundial Capital Research Inc. January 22, 2003 Minnesota 100% Financial Research Publication Alpha Edge Media, Inc. April 30, 2025 Delaware 100% Financial Newsletters Aether Grid Inc. May 22, 2025 Delaware 100% Financial Technology Tools Aether Labs, Inc. June 6, 2025 Delaware 100% Research and Development 537 Greenwich LLC October 14, 2025 Delaware 100% Acquiring and holding office space Aether Datahub LLC March 25, 2026 Delaware 70% Data labeling and annotation services F-5 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly the Company’s unaudited condensed consolidated balance sheet as of March 31, 2026, its unaudited condensed consolidated statements of operations and comprehensive loss, stockholders’ equity for the three and six months ended March 31, 2026 and March 31, 2025 and unaudited condensed consolidated statements of cashflows for six months ended March 31, 2026 and March 31, 2025. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this report should be read in conjunction with the audited consolidated financial statements and notes thereto of Aether Holdings, Inc. for the year ended September 30, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on December 17, 2025, (the “Form 10-K”), which provides a more complete discussion of the Company’s accounting policies and certain other information. The accompanying condensed consolidated balance sheet as of September 30, 2025, has been derived from the audited consolidated balance sheet as of September 30, 2025, contained in the above referenced Form 10-K. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances have been eliminated upon consolidation. Interim results are not necessarily indicative of results for a full year or any future periods. Prior Period Reclassifications Certain amounts in prior periods have been reclassified to conform with current period presentation. Foreign Currency These unaudited condensed consolidated financial statements are presented in United States dollars which are the parent and subsidiaries’ functional currency. The functional currency for each entity consolidated with the Company is determined by the currency of the primary economic environment in which it operates, US dollars (“USD”). Monetary assets and liabilities denominated in foreign currencies are re-measured to USD using the exchange rates prevailing at the consolidated balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are measured in USD using historical exchange rates. Revenues and expenses are measured using the actual exchange rates prevailing on the dates of the transactions. Gains and losses resulting from re-measurement are recorded in the Company’s consolidated statement of operations and comprehensive loss as foreign exchange (loss) gain under general and administrative expenses. F-6 Use of Estimates and Assumptions The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There were no significant estimates or assumptions that materially impacted the unaudited condensed consolidated financial statements for the three and six months ended March 31, 2026 and 2025. Segment Information The Company follows Accounting Standards Codification (“ASC”) 280, “Segment Reporting” (adopted by the Financial Accounting Standards Board (“FASB”)), which requires disclosures based on how management organizes the Company to make operating decisions and assess performance. The Company has determined that it operates as a single reportable segment. The Chief Executive Officer functions as the Company’s Chief Operating Decision Maker (“CODM”) and is responsible for key operating decisions, resource allocation, and performance assessment. In executing these responsibilities, the CODM regularly reviews consolidated financial information, including total revenue, gross profit, key operational metrics, and cash flow, on a Company-wide basis. The CODM does not review or receive discrete financial information by business function, product category, or geographic region. Consequently, decisions about resource allocation and performance evaluation are made based solely on consolidated results. Accordingly, management has concluded that the Company has one operating segment: the online subscription service, which consists of one reporting unit based on the financial information available and which operating results are regularly reviewed by CODM. All the Company’s business activities for the three and six months ended March 31, 2026 and 2025 were conducted in United States. Segment profit and loss is determined on a basis that is consistent with how the Company reports operating profit and loss in its unaudited condensed consolidated statements of operations and comprehensive loss. Because the Company operates only one segment, there are no intersegment transactions. Cash Cash consists of cash on hand, the balances with banks and the liquid investments with maturities of three months or less. Property and Equipment, Net Property and equipment are recorded at cost less accumulated depreciation and impairment losses at the following depreciation rates: SCHEDULE OF PROPERTY AND EQUIPMENT DEPRECIATION RATES Computer hardware & IT Double declining balance method – 30% Office Building Straight line method – Useful Life 25 years Equipment that is withdrawn from use or has no reasonable prospect of being recovered through use or sale, is regularly identified, and written off. The assets’ residual values, depreciation methods and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Subsequent expenditures relating to items of property and equipment are capitalized when it is probable that future economic benefits from the use of the assets will be increased. All other subsequent expenditures are recognized as repairs and maintenance. The office building is depreciated on a straight-line basis over an estimated useful life of 25 years. Depreciation is charged from the date the asset is available for use. Intangible Assets, Net The Company’s intangible assets consist of (i) the Company’s corporate tradenames, (ii) internally developed software and (iii) intangible assets acquired in connection with the purchase transactions to date involving the following online financial newsletters: Whale Tales, Altcoin Investing, 21Bitcoin.xyz, Coinstack and Publicview.ai (collectively, the “Acquisitions”). The intangible assets acquired pursuant to the Acquisitions include domains, tradenames, subscriber lists, newsletter archives, content libraries, a sponsorship and/or advertising pipeline and associated materials, vendor and platform rights, writer relationships, billing system and set up, cloud infrastructure configurations, developed technology and non-competition agreements. F-7 Indefinite-lived intangible assets The Company’s tradenames and domains (including the Company’s corporate tradename and the domain name and tradenames acquired in the Acquisitions, other than the brand name associated with the acquisition of the Coinstack) are considered indefinite-lived, as they are expected to contribute to future cash flows indefinitely and the costs to maintain/renew the associated legal rights are not significant. Accordingly, tradenames and domain names are not amortized. Indefinite-lived tradenames and domains are tested for impairment at least annually, and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired, in accordance with ASC 350-30-35-18. Finite-lived intangible assets The remaining intangible assets acquired in the Acquisitions (including the Coinstack brand name) are finite-lived and are amortized on a straight-line basis over their estimated useful lives, which reflect the periods over which the assets are expected to contribute to future cash flows. Finite-lived intangible assets are evaluated for amortization. The Coinstack brand name is considered finite-lived based on management deliberation, expected subscriber attrition and it falling within the low to lower quartile range observed in comparable transactions. Amortization method and estimated useful lives of finite-lived intangible assets SCHEDULE OF INTANGIBLE ASSETS USEFUL LIFE Category Amortization Method Estimated useful life Brand name/Domain names /Tradenames/social media (except for Coinstack) Not Amortized Indefinite Brand name (Coinstack) Straight Line Method 7 years Subscriber list Straight Line Method 2 to 3 years Content library Straight Line Method 1 to 3 years Vendor/platform rights Straight Line Method 1 to 2 years Writer relationship Straight Line Method 1 year Non-competition agreement Straight Line Method 1 year Advertiser / sponsor relationships Straight Line Method 1 year Proprietary codebase & technical IP Straight Line Method 3 to 5 years Cloud infrastructure configurations Straight Line Method 3 years Internally developed software Straight Line Method 3 years Offering costs Deferred offering costs consist of specific expenses directly attributable to the Company’s IPO, including legal, accounting, printing, underwriter fees and filing fees. These costs are capitalized as incurred in accordance with the guidance under ASC 340-10-S99-1. Impairment of Long-lived Assets Long-lived assets, including property and equipment, intangible assets and property acquisition deposit are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. 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 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. No impairment charge was recognized for the three and six months ended March 31, 2026 and 2025, respectively. F-8 Internally developed software and research and development (“R&D”) expenses Intangible assets consist of internally developed capitalized software which is separately presented than other intangible assets as they are significant. Internal use software The Company capitalizes certain costs related to internal use software acquired, modified, or developed related to the Company’s services in accordance with ASC 350, Internal use software. These capitalized costs are primarily related to salaries, IT consultants and other personnel costs. Costs incurred in the preliminary stages of development and the post implementation phase are expensed as incurred. The Company adopted agile method of software development which is generally characterized as an iterative and more dynamic process where the planning, design and coding are less distinct and performed in short sprints. The Company analyses the nature of the development and implementation activities – i.e. whether Subtopic 350-40 characterizes them as capitalizable application development stage activities – when deciding whether the costs of those activities should be capitalized or expensed as incurred. Maintenance and training costs are expensed as incurred. The amortization expense