# Aether Holdings, Inc.: Form 10-Q for the period ended Dec 31, 2025

- Company: [Aether Holdings, Inc.](/companies/athr.md) (CIK 2026353)
- Form: 10-Q
- Filed: 2026-02-17
- Accepted by EDGAR: Feb 17, 2026, 21:30 ET
- Period: 2025-12-31
- Accession: 0001493152-26-007146
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/2026353/000149315226007146/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/2026353/000149315226007146/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-10-01 to 2025-12-31 | $338.8k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-10-01 to 2025-12-31 | $66.4k | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-10-01 to 2025-12-31 | $272.4k | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-10-01 to 2025-12-31 | $57.9k | us-gaap:ResearchAndDevelopmentExpense |
| Net income | 3 months, 2025-10-01 to 2025-12-31 | −$1.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-10-01 to 2025-12-31 | −$0.11 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-10-01 to 2025-12-31 | −$0.11 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-10-01 to 2025-12-31 | 12,117,967 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-10-01 to 2025-12-31 | −$1.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-10-01 to 2025-12-31 | $1.2m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-12-31 | $263.3k | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-12-31 | $2.2m | us-gaap:AssetsCurrent |
| Total assets | at 2025-12-31 | $4.0m | us-gaap:Assets |
| Current liabilities | at 2025-12-31 | $637.1k | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-12-31 | $637.1k | us-gaap:Liabilities |
| Shareholders' equity | at 2025-12-31 | $3.4m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 37,108 characters.

*The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and the related notes appearing elsewhere in this Report. In addition to unaudited condensed consolidated financial statements, the following discussions and other parts of this Report contain forward-looking statements that reflect our plans, objectives, expectations, intentions, and beliefs, which involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note on Forward-Looking Statements” and “Risk Factors” included elsewhere in this Report.*

### Overview of Our Company

We are an emerging financial technology platform company that offers proprietary research analytics, data and tools for both institutional and retail equity traders (who we refer to herein as “Users”) through our flagship platform, SentimenTrader.com. By integrating advanced technologies, including artificial intelligence (“AI”) tools, with the critical thinking and analytical abilities of our team of evidenced-based trading veterans, we aim to provide our Users with a powerful combination of technology and expertise, enabling them to make informed decisions and optimize their trading strategies in the markets.

Our platform is powered by an advanced data collection system that operates utilizing application programming interface (known as API) calls and web scraping, and fetching raw data (i.e., unprocessed, and non-personalized data) 24/7 from a wide array of authoritative sources, including industry leaders like Bloomberg, Chicago Board Options Exchange, Consensus, Commodity Futures Trading Commission, End of Day Historical Data and Intercontinental Exchange. This automated process allows us to remain abreast of the latest market trends, trading volumes, and essential financial indicators.

Starting with this continuous collection of data, our algorithms categorize and refine information into proprietary indicators which our Users can choose to use to develop or enhance their trading strategies. Additionally, our analysts apply their expertise to this data across various financial instruments, generating detailed reports for our Users’ consumption.

The integration of our technology, especially in stock index analysis, leverages advanced machine learning to refine and enhance signal detection continually. This synergy culminates in delivering User-centric tools and solutions, providing our Users with access to analytics and insights, and a foundation for all our AI-driven tools and services. This approach not only offers timely and accurate data directly to our Users but also fosters trust and transparency, minimizing User reliance on third-party sources in their development of trading strategies.

Our platform currently provides coverage of U.S. equity and option securities, evaluating the equities and options markets and conducting assessments through our analysts and technology daily. SentimenTrader utilizes technical indicators of market sentiment (meaning our proprietary gauge of the overall attitude of investors towards a particular market or security) as the cornerstone for our analyses and integrates technological advancements and the potential of deep learning techniques to analyze the market and facilitate our Users’ creation of trade ideas, strategies, and models. We intend to target a wider audience than our current User base by broadening the scope and variety of our products, expanding the types of securities our platform covers, and broadening our coverage to include more markets and exchanges.

Beginning in April 2025, we began a new initiative to expand our newsletter business through the incorporation of our wholly-owned subsidiary, Alpha Edge Media, Inc. (“AEM”). The newsletters published by AEM target both institutional and retail investors, focusing on topics such as macroeconomic trends, market insights, and market psychology, while broadening our overall coverage of securities, markets and exchanges. We believe the expansion of our newsletter business will complement the newsletters currently published through our SentimenTrader platform and enable us to continue to build brand authority, expand recurring engagement with our Users, generate new User engagement with SentimenTrader, and open up new revenue streams through potential advertisements, sponsorships, and premium content.

We continue to focus on achieving our mission of establishing ourselves as a preeminent fintech information company dedicated to the development of smart platforms tailored to empower the investing community with actionable strategic insights. To this end, in addition to our establishing AEM to further develop our newsletter business and expand the securities, markets, and exchanges we currently cover, we are also actively exploring research and development initiatives to focus on advancing proprietary analytics and AI-driven models, as well as the possibility of growth through acquisition of complementary tools and technologies that would enhance our platform’s capabilities and value to Users.

### Recent Developments

Dispute with Former Director

As previously reported in our Annual Report, our management is currently engaged in a dispute with Mr. David Mandel, a former member of our board of directors. On July 18, 2025, our board of directors received an email notification from Mr. Mandel wherein he alleged that he was promised the position of Chief Executive Officer of the Company with associated compensation of an annual salary of $220,000 and seven percent (7%) of the outstanding common stock of the Company, subject to a vesting schedule over a three-year period. Our management firmly denies these allegations, rejects the premise that any agreement related to the subject matter of the allegations was ever entered into, and does not believe that any related legal claim, if brought, would hold merit or be valid. See the section entitled “*Risk Factors - Our management is currently in a dispute with one of our former directors If he were to bring legal action against us, and we were to receive an adverse ruling, it could materially and adversely affect our reputation, dilute our shareholders’ equity interests in the Company, and adversely affect our stock price.”* contained in our Annual Report for a discussion of the risks associated with the dispute.

#### Coinstack Acquisition

On December 22, 2025, pursuant to the Asset Purchase Offer Agreement dated December 10, 2025, by and between AEM, Hive Global, Inc., Ryan Allis, and Mike Gavela (the “Purchase Agreement”), we completed the acquisition of substantially all assets associated with the Hive Global, Inc.’s Coinstack newsletter business (“Coinstack”), including a subscriber list and related data, domain names and websites, all intellectual property possessed by Coinstack, sponsor and advertiser pipeline assets, social media and online community accounts, and books and records for a cash purchase price of $350,000. In connection with the transaction and as a condition to close the acquisition, we additionally issued an aggregate of $150,000 worth of our common stock to the founders of Coinstack, Ryan Allis and Mike Gavela, for certain transition services to be rendered. We believe that the acquisition of Coinstack will contribute positively to AEM’s growth strategy by increasing audience scale, enhancing engagement metrics, and providing additional opportunities for commercial partnerships across our media network. See the sections below entitled “*Item 2. Unregistered Sales of Equity Securities and Use of Proceeds – Sales of Unregistered Securities”* and “*Item 5 – Other Information – Coinstack Acquisition”* for more information regarding the acquisition and share issuance.

#### Acquisition of PublicView.ai

On January 15, 2026, we closed the acquisition of PublicView.ai (“Public View”), an AI-driven market intelligence platform designed to simplify and accelerate equity research. Public View serves a diverse user base of retail and professional investors, financial analysts and researchers, fintech platforms, and data-driven investment teams. Its core capabilities include AI-powered parsing and summarization of SEC filings, insight extraction from earnings releases, natural-language research workflows that reduce manual document review, and tools to ease access to public market data. While relatively small, by integrating Public View into the toolset of Aether Grid, we intend to deliver a more complete research experience that connects technical signals and sentiment indicators with fundamental equity research. Aether Grid acquired the source code, repositories, databases, intellectual property, and other assets for a cash purchase price of $9,000.

#### Resignation of Chief Strategy Officer

On February 13, 2026, Mr. David Chi Ching Ho resigned from his position as Chief Strategy Officer of the Company with immediate effect.

### Bitcoin Treasury Strategy

On July 18, 2025, our board of directors approved the adoption of a new treasury strategy for the Company, which primarily consists of holding the majority our liquid assets in bitcoin. We do not currently hold any bitcoin and we intend to fund our initial acquisition of bitcoin with the proceeds of a public or private offering of our securities; however, there can be no assurances that we will complete such an offering on favorable terms, on unfavorable terms, or at all. If we do not complete an offering of our securities, we intend to pursue other capital raising opportunities to finance our initial acquisition of bitcoin. See the sections of or Annual Report entitled “*Business – Bitcoin Treasury Strategy”* and “*Risk Factors – Risks Related to our Bitcoin Treasury Strategy and Holdings”* for a more detailed discussion of our bitcoin treasury strategy.

### Financial Highlights

The following table presents the revenue, cost of sales, gross margin and the net cash provided by or used in operating activities for the three months ended December 31, 2025 and 2024.

|  | For the three months ended December 31, 2025 | 2024 | % Change |
| --- | ---: | ---: | ---: |
| Revenue | $338,804 | $354,643 | (4.47)% |
| Cost of sales | $66,420 | $107,558 | (38.25)% |
| Gross profit margin | 80.40% | 69.67% | 10.73% |
| Net cash used in operating activities | $(1,008,063) | $(258,016) | 290.70% |

### Factors and Trends Affecting Our Business and Results of Operations

We believe the most significant factors that affect our business and results of operations including the following:

### Increasing Usage by Our Existing Customers

Our existing Userbase presents a significant opportunity for further sales expansion through increased usage of our platform and adoption of additional product offerings. We are highly focused on gaining a better understanding of the needs and growth plans of our existing Users. This deeper relationship with our Users will help us identify opportunities to educate our customer base on ways to utilize the platform more effectively for their individual use cases, as well as provide a feedback loop to inform our product roadmap. We are focusing our sales and support teams to prevent user churn by ensuring that our products and services can provide a high level of value. Our goal is to continue to increase our revenue from existing users through the introduction of new products and features tailored to our customer base in addition to expanded user outreach focused on larger Users and specific use cases.

### Growing Our Base of Higher Spend Customers

We believe there is a substantial opportunity to further expand our Userbase to attract more businesses that can scale on our platform. We are investing in strategies that we believe will attract enterprise users, including new marketing and partnership initiatives that further optimize our self-service revenue funnel and help users expand their usage.

### Investing in Our Platform and Product Offerings

We have a history of and will continue to invest significantly, in, delivering innovative products, features and functionality targeted at our core Userbase. The market opportunity for our core services of providing proprietary research analytics, data, and tools for equity traders through a flagship platform continues to expand and we are making targeted investments to expand this revenue. Beyond the SentimenTrader platform, we continue to see large growth opportunities in U.S. markets and, accordingly, we have expanded our portfolio of products and offerings over the last few years. In addition, we may pursue both strategic partnerships and acquisitions that we believe will be complementary to our business, accelerate User acquisition, increase usage of our platform and/or expand our product offerings in our core markets. Our results of operations may fluctuate as we make these investments to drive usage and take advantage of our market opportunity.

### Increasing Importance of AI

Our future success depends in large part on the continuing adoption of AI, proliferation of retail investors and the increasing importance of research, all of which we believe can drive the adoption of our equity research platform. We believe our market opportunity is large and that these factors will continue to drive our growth.

### Research and Development

During the quarter, the Company’s research and development activities were primarily focused on building and testing the core components of the XYZ Terminal platform. Key efforts included:

- Platform Architecture and Data Integration: Development of the system framework and integration of real-time market data feeds, automated aggregation of regulatory and corporate disclosures, and the implementation of third-party financial data services.
- AI and Quantitative Modeling: Design and prototyping of large language model (LLM)–based tools for conversational financial queries, as well as predictive analytics modules to assist users in identifying market opportunities.
- User Interface Development: Enhancement of the web-based dashboard for speed, navigation, and customization, with parallel design work for mobile platforms.
- Administrative and Monetization Systems: Integration of subscription billing capabilities, role-based access controls, and administrative analytics dashboards.

Research and development expenditures for the period primarily consisted of fees charged by third-party service providers. Management expects research and development work on XYZ Terminal to continue in subsequent periods, with commercialization targeted following the completion of the initial feature set.

### Macroeconomic Conditions

Unfavorable conditions in the economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, supply chain disruptions, inflationary pressures, interest rates, financial and credit market fluctuations, volatility in the capital markets, liquidity concerns at, and failures of, banks and other financial institutions, international trade relations, political turmoil, political instability, natural catastrophes, outbreaks of contagious diseases, warfare and terrorist attacks on the United States, Europe or elsewhere, including military actions affecting Russia, Ukraine, the Middle East or elsewhere, could cause a decrease in business investments in information technology and negatively affect the growth of our business and our results of operations. While our business model provides some resilience against these factors, we will continue to monitor the impacts of these or similar circumstances on our business and will take appropriate measures to minimize potential risk exposure.

### Key Business Metrics

We review the following key business metrics to measure our performance, identify trends, formulate financial projections, and make strategic decisions. We are not aware of any uniform standards for calculating these key metrics, which may hinder comparability with other companies who may calculate similarly titled metrics in a different way.

### SentimenTrader

|  | For the three months ended December 31, 2025 | 2024 | % change |
| --- | ---: | ---: | ---: |
| Gross New Free Subscribers | 368 | 268 | 37.31 |
| Average conversion rate from free to Paid Subscribers | 32.07% | 25.61% | 25.24 |
| Paid Subscribers | 2,185 | 2,383 | (8.31) |
| Average Revenue Per User (“ARPU”) | $154 | $149 | 3.36 |

### Alpha Edge Media (AEM)

| Publication | Free Subscribers as of December 31, 2025 |
| --- | ---: |
| Coinstack | 349,459 |
| WhaleTales | 45,264 |
| Altcoin Investing | 7,218 |
| Alpha Edge Media | 6,216 |
| StockCastr | 4,797 |
| IPO Stream | 1,851 |
| The Russell Report | 952 |
| Aether Holdings | 898 |
| Alpha Edge Summit | 622 |
| **Total** | **417,277** |

As of December 31, 2025, Alpha Edge Media had a negligible number of paid subscribers and did not have any subscribers during the three months ended December 31, 2024. Subscriber activity commenced beginning August 14, 2025.

### Free Subscribers

“Free subscribers” are defined as Users who subscribe to our free investment publications using a valid email address and remain directly opted in, excluding paid subscribers who also receive free subscription. These free subscriptions often feature daily publications with commentary on the stock market, investment ideas, and other specialized topics. Our free publications include advertisements and editorial support for our current marketing campaigns. Through these publications, free subscribers become acquainted with our editors and analysts, explore our products and services, and discover how we could help them become better investors.

The number of new free subscribers for SentimenTrader increased by 100, or 37.31 %, from 268 for the three months ended December 31, 2024, to 368 for the three months ended December 31, 2025. The increase in number of free subscribers to our SentimenTrader platform could be attributed to the increased brand awareness driven by the recent advertising and marketing campaigns.

The number of free subscribers for Alpha Edge Media as of December 31, 2025, was 417,277. Alpha Edge Media did not have operations as of December 31, 2024.

We acknowledge that free subscribers play a critical role in our business ecosystem, serving as the foundation of the customer acquisition funnel. They represent a low-barrier entry point for potential Users, allowing them to explore and engage with the platform without financial commitment. This group often acts as a pipeline for converting Users into paid subscribers, which directly drives revenue growth

### Paid Subscribers

“Paid subscribers” are defined as the number of monthly average users with paid subscriptions during the period or year. We view the number of paid subscribers at the end of a given period as a key indicator of the attractiveness of our products and services, as well as the efficacy of our marketing in converting free subscribers to paid subscribers and generating direct-to-paid paid subscribers. We grow our paid subscriber base through performance marketing directly to prospective and existing users across a variety of media, channels, and platforms. Management anticipates the conversion rate will increase when the business becomes more mature in the future.

Paid subscribers for SentimenTrader decreased by 198, or 8.31%, from 2,383 for the three months ended December 31, 2024 to 2,185 for the three months ended December 31, 2025.

Paid subscribers for AEM were negligible as of December 31, 2025. AEM did not have operations as of December 31, 2024.

The average conversion rate from free subscribers to paid subscribers on our SentimenTrader platform was approximately 32.07% and 25.61% for the three months ended December 31, 2025 and 2024, respectively. The higher conversion rates for the three months ended December 31, 2025, was attributable to a promotional campaign.

The average conversion rate from free subscribers to paid subscribers of AEM was negligible for the three months ended December 31, 2025. AEM did not have operations as of December 31, 2024.

We are actively incorporating new features and improvements into SentimenTrader to enhance user experience and increase conversion rates. This includes introducing advanced analytical tools, expanding data sources, and refining our platform’s design to improve accessibility and ease of use. Additionally, we are exploring targeted marketing strategies to attract new paid subscribers while retaining existing ones. We intend to focus on growing our free subscriber count with AEM to drive traffic to our subscription-based platforms. Through these efforts, we are confident in our ability to enhance user engagement and improve both subscriber growth and conversion rates in the coming periods.

### Average Revenue Per User (“ARPU”)

The ARPU is calculated based on the revenue divided by the number of monthly average paid subscribers over that three-month period. We believe ARPU is a key indicator of how successful we are in attracting users to higher-value content. We believe that our high ARPU is indicative of the trust we build with our users and of the value they see in our products and services.

ARPU for SentimenTrader increased by $5, or 3.36%, to $154 for the three months ended December 31, 2025, as compared to $149 for the three months ended December 31, 2024.

### Revenue

Revenue is generated from providing online subscription services. Revenue is generally recognized ratably over the contract term, starting from the commencement date of each contract, which is the date our cloud-based software is made available to customers and collection is reasonably assured.

Total revenue decreased marginally by $15,839, or 4.47%, from $354,643 for the three months ended December 31, 2024 to $338,804 for the three months ended December 31, 2025.

### Results of Operations

### For the three Months ended December 31, 2025 and 2024

The following table summarizes the results of unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended December 31, 2025 and 2024 in U.S. dollars and provides information regarding the dollar and percentage increase or (decrease) during such periods. The operating results in any historical period are not necessarily indicative of the results that may be expected for any future period.

|  | For the three months ended December 31, 2025 Amount | As % of Sales | 2024 Amount | As % of Sales | Amount Increase (Decrease) | Percentage Increase (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Sales | $338,804 | 100.00% | $354,643 | 100.00% | $(15,839) | (4.47)% |
| Cost of sales | 66,420 | 19.60% | 107,558 | 30.33% | (41,138) | (38.25)% |
| Gross profit | 272,384 | 80.40% | 247,085 | 69.67% | 25,299 | 10.24% |
| Operating expenses |  |  |  |  |  |  |
| Sales and marketing expenses | 196,572 | 58.02% | 22,045 | 6.22% | 174,527 | 791.69% |
| General and administrative expenses | 1,347,444 | 397.71% | 510,029 | 143.81% | 837,415 | 164.19% |
| Research and development expenses | 57,947 | 17.10% | - | -% | 57,947 | -- |
| Total operating expenses | 1,601,963 | 472.83% | 532,074 | 150.03% | 1,069,889 | 201.08% |
| Other Income |  |  |  |  |  |  |
| Other Income, net | 7,037 | 2.08% | - | -% | $7,038 | -- |
| Interest Income | 25,305 | 7.47% | - | -% | $25,305 | - |
| Total Other Income | 32,342 | 9.55% | - | -% | 32,343 | - |
| Loss before income taxes | (1,297,237) | (382.89)% | (284,989) | (80.36)% | $(1,012,248) | 355.19% |
| Provision for income taxes | - | -% | - | -% | $- |  |
| Net loss and comprehensive loss | $(1,297,237) | (382.89)% | (284,989) | (80.36)% | (1,012,248) | 355.19% |

7

### Revenue

Our revenue decreased by $15,839, or 4.47%, from $354,643 for the three months ended December 31, 2024, to $338,804 for the three months ended December 31, 2025 due to a decrease in the number of paid subscribers.

We are actively incorporating new features and improvements into SentimenTrader to enhance User experience and increase conversion rates. This includes introducing advanced analytical tools, expanding data sources, and refining our platform’s design to improve accessibility and ease of use. Additionally, we are exploring targeted marketing strategies to attract new paid subscribers while retaining existing ones. Through these efforts, we believe we will be able to enhance user engagement and improve both subscriber growth and conversion rates in the coming periods.

### Gross profit and Costs of Sales

Cost of sales mainly includes the hosting costs for the Sentiment Trader platform, Bloomberg access for the analysts to research tools, and the analyst salaries. Cost of sales decreased by $41,138, or 38.25%, from $107,558 for the three months ended December 31, 2024, to $66,420 for the three months ended December 31, 2025 due to decrease in analyst salaries.

Gross profit increased by $25,299, or 10.24%, from $247,085 for the three months ended December 31, 2024, to $272,384 for the three months ended December 31, 2025. The increase in gross profit was mainly due to the decrease in cost of sales, as discussed above.

Gross profit margin increased from 80.40% for the three months ended December 31, 2024 to 69.67% for the three months ended December 31, 2025. The increase in gross profit margin was primarily attributable to the combined impact of the decrease in subscription revenue and decrease in cost of sales.

Our cost and gross profit are as follows:

| Category | For the three months ended December 31, 2025 Cost of sales | Gross profit | Gross profit % | For the three months ended December 31, 2024 Cost of sales | Gross profit | Gross profit % | Variance in Cost of sales | Variance in gross Profit | Variance in gross profit % |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Subscription service | $66,420 | $272,384 | 80.40 | $107,558 | $247,085 | 69.67 | $(41,138) | $25,299 | 10.73% |
| Total | $66,420 | $272,384 | 80.40 | $107,558 | $247,085 | 69.67 | $(41,138) | $25,299 | 10.73% |

### Selling and marketing expenses

Our selling and marketing costs primarily consist of expenses related to advertising and marketing consultants. These costs increased by $174,527 or 791.69%, from $22,045 for the three months ended December 31, 2024, to $196,572 for the three months ended December 31, 2025, representing 58.02% and 6.22% of our revenue for the three months ended December 31, 2025 and 2024 respectively. The increase was mainly driven by higher advertising and marketing expenses incurred in the current period compared to three months ended December 31, 2024.

### General and administrative expenses

Our general and administrative expenses primarily include salaries and benefits, legal and professional fees, insurance expense, office expenses, travel and entertainment expenses. Our general and administrative expenses represented 397.71% and 143.81% of our revenue for the three months ended December 31, 2025 and 2024, respectively. General and administrative expenses increased by $837,415, or 164.19%, from $510,029 for the three months ended December 31, 2024, to $1,347,444 for the three months ended December 31, 2025. The increase was mainly due to the increase in legal fees, consulting fees and insurance expense and membership and subscription charges.

### Research and development expenses

Our research and development expenses primarily consist of costs incurred in the development of artificial intelligence and machine learning tools for our platform. These expenses increased by $57,947, or 100%, from $0 for the three months ended December 31, 2024 to $57,947 for the three months ended December 31, 2025. Research and development expenses represented approximately 17.1% and 0% of our revenue for the respective periods.

The increase in research and development expenses was driven by continued investment in enhancing our AI-driven capabilities and platform functionality. We expect research and development expenses to increase in future periods as we remain committed to expanding our AI-related features to deliver enhanced functionality and value to our users.

### Loss before income tax

We had a loss before income taxes of $1,297,237 and $284,989 for the three months ended December 31, 2025 and 2024, respectively. The loss was primarily attributable to the increase in selling expense and general and administrative expenses

### Provision for income taxes

We had no provision for income taxes for the three months ended December 31, 2025 as we had no assessable profits for the period.

### Net loss or comprehensive loss

We had a net comprehensive loss of $1,297,237 and $284,989 for the three months ended December 31, 2025 and 2024, respectively. The loss was primarily attributable to the increase in selling expenses and general and administrative expenses. The discussion regarding the increase in selling expenses and general and administrative expenses are discussed in the sections above.

### Cash Flows

### For the three months ended December 31, 2025 and 2024

The following table sets forth summary of our cash flows for the periods indicated:

|  | For the three months ended December 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash used in operating activities | $(1,008,063) | $(258,016) |
| Net cash used in investing activities | (1,611,427) | - |
| Net cash provided by financing activities | - | 93,904 |
| Net increase in cash | (2,619,490) | (164,112) |
| Cash, beginning of the period | 4,418,169 | 557,823 |
| Cash, end of the period | **$1,798,679** | **$393,711** |

### Operating Activities

Net cash used in operating activities was $1,008,063 for the three months ended December 31, 2025, as compared to net cash used in operating activities of $258,016 for the three months ended December 31, 2024. The increase in net cash used in operating activities was mainly attributable to the following factors:

- Net loss of $1,297,237 for the three months ended December 31, 2025, compared to a net loss of $284,989 for the three months ended December 31, 2024;
- Services in exchange for shares incurred $14,778 for the three months ended December 31, 2025, compared to $0 for the three months ended December 31, 2024;
- Prepaid expenses increased by $148,638 for the three months ended December 31, 2025, compared to an increase of $4,631 for the three months ended December 31, 2024;
- Accounts payable and accrued liabilities increased by $148,373 for the three months ended December 31, 2025, compared to an increase of $33,838 for the three months ended December 31, 2024;
- The amounts due to related parties decreased by $32,023 for the three months ended December 31, 2025, compared $0 for the three months ended December 31, 2024; and
- Contract Liabilities increased by $1,664 for the three months ended December 31, 2025, compared to the decrease of $12,019 for the three months ended December 31, 2024.

### Investing Activities

Net cash used in investing activities was $1,611,427 for the three months ended December 31, 2025 and $0 for the three months ended December 31, 2024.

The increase in net cash used in investing activities for the three months December 31, 2025 was primarily due to purchase of property and equipment of $1,168,598, payment for intangible assets for $385,050 and advance for development cost for XYZ Terminal & Sentimentracker of $57,779 for the three-month ended December 31, 2025, compared to no such amount for the three months ended December 31, 2024.

### Financing Activities

Net cash provided by financing activities was $0 for the three months ended December 31, 2025 as compared to $93,904 for the three months ended December 31, 2024.

### Liquidity and Capital Resources

### Overview

Our primary capital management strategy is to preserve sufficient capital to continue providing benefits to our stakeholders and adequate investment returns to our shareholders by selling our products at prices commensurate with our operating risks.

We determine the total amount of capital required to be consistent with risk levels. This capital structure is adjusted on a timely basis depending on changes in the economic environment and risks of the underlying assets. We are not subject to any externally imposed capital requirements.

### Working Capital

As of December 31, 2025, our current assets were $2,150,336 which includes cash of $1,798,679 and prepaid expenses of $351,657. Our current liabilities were $637,092 which includes trade payables and accrued liabilities of $271,630, amounts due to related parties of $5,170, and contract liabilities of $360,292. The resulting positive working capital was $1,513,244. No dividends were declared and paid to the shareholders for the three-month period ended December 31, 2025.

As of September 30, 2025, our current assets totaled $4,783,242, which included cash of $4,418,169 and prepaid expenses of $ 365,073. Our current liabilities amounted to $519,078, which consisted of trade payables and accrued liabilities of $123,257, amounts due to related parties of $37,193, and contract liabilities of $358,628. This resulted in positive working capital of $4,264,164. No dividends were declared or paid to shareholders for the year ended September 30, 2025.

Our available cash resources currently consist of the net proceeds from our April 2025 IPO and cash generated from our business. The Company completed its initial public offering on April 11, 2025 and the closing of the underwriters’ over-allotment option on April 16, 2025, which collectively generated aggregate gross proceeds of approximately $8,901,000 (before underwriting discounts and offering expenses), the Company continues to incur operating losses and expects to require additional capital to fund operations and execute its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed financial statements are issued.

Management intends to fund operating costs over the next twelve months primarily through the use of remaining IPO proceeds and, if necessary, through additional financing from public or private offerings of equity or debt securities. However, there can be no assurance that such financing will be available on acceptable terms, or at all. Accordingly, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has not been alleviated. The accompanying condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

### Capital Expenditures

During the three months ended December 31, 2025 we paid $ 1,168,598 towards purchase of property and $ 385,050 towards acquisition of intangible assets.

### Contractual Obligations

As of December 31, 2025, and as of September 30, 2025, we don’t have any contractual obligations.

### Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources for the three months ended December 31, 2025 and 2024.

### Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements, and revenues and expenses during the periods presented. On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary. Management bases their estimates on historical experience and on various other factors that they believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements.

While our significant accounting policies are more fully described in Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements, we believe that there were no critical accounting policies and estimates that affect the preparation of financial statements.

## Market risk

As filed, 139 characters.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

## Controls and procedures

As filed, 2,921 characters.

### Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this Report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

### Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 1,874 characters.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. However, we are voluntarily providing risk factor updates as described in this Item 1A. For our current risk factors relating to our operations, other than as set forth below, see the section entitled “Risk Factors” contained in our Annual Report.

***There is substantial doubt about our ability to continue as a going concern, and this may adversely affect our stock price and ability to raise capital.***

In connection with the preparation of our condensed consolidated financial statements for the three months ended December 31, 2025, management evaluated whether there were conditions and events, considered in the aggregate, that raise substantial doubt about our ability to meet our obligations as they become due over the next twelve months from the date of the issuance of the financial statements. Since inception we have incurred recurring losses and negative cash flows from operations, resulting in an accumulated deficit of $6,495,444 as of December 31, 2025. For the three months ended December 31, 2025, we incurred a net loss of $1,297,237 and used cash in operating activities of $1,008,063. We intend to fund operating costs over the next twelve months primarily through the use of remaining IPO proceeds and, if necessary, through additional financings from public or private offerings of equity or debt securities. However, there can be no assurance that such financing will be available on acceptable terms, or at all. The substantial doubt about our ability to continue as a going concern may adversely affect the price of our common stock, may negatively impact relationships with third parties with whom we do business, and may negatively impact our ability to raise capital and implement our business plan.

Filed Feb 17, 2026.
Source: SEC EDGAR, the filing index for accession 0001493152-26-007146. Last ingested by Listed: Oct 24, 2026, 15:06 ET. No prices; not investment advice.