Aether Holdings, Inc 10-Q for FY2026 Q1
Aether Holdings, Inc. (ATHR)
About this 10-Q
Aether Holdings, Inc filed this 10-Q on February 17, 2026, covering the quarter ended December 31, 2025 (FY2026 Q1).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $338.8K
- down 4.5% from $354.64K a year earlier
- Net loss
- $1.3M
- compared with a net loss of $284.99K a year earlier
- Diluted EPS
- -$0.11
- compared with -$0.03 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from ________ to _________
Commission
file number:
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
1441 Broadway, 30th Floor
New
York, New York 10018
(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 | ||
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.
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).
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 | ☐ |
| ☒ | 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 February 12, 2026, there were shares of common stock outstanding.
AETHER HOLDINGS, INC.
TABLE OF CONTENTS
| -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 and create advanced investor tools for our users; |
| ● | 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; |
| -ii- |
| ● | difficulties with certain data providers, technology providers, and third-party services we rely on or will rely on; |
| ● | failure to establish and maintain our corporate culture as we grow and encounter challenges regarding consumer recognition of our brand; |
| ● | our ability 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; |
| ● | 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 people 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 (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
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
| December 31, 2025 | ||||||||
| (Unaudited) | September 30, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Intangible assets, net | ||||||||
| Internally developed software | ||||||||
| Property acquisition deposit | ||||||||
| Property and equipment, net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payables | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Due to related parties | ||||||||
| Contract liabilities | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value, and shares authorized, and shares issued and outstanding on December 31, 2025 and September 30, 2025, respectively* | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| * |
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 MONTHS ENDED (UNUADITED)
| December 31, 2025 | December 31, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of Sales (excluding depreciation and amortization) | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| Sales and marketing expenses | ||||||||
| General and administrative expenses | ||||||||
| Research and development expenses | ||||||||
| Total operating expenses | ||||||||
| Other Income | ||||||||
| Interest income | ||||||||
| Other income, net | ||||||||
| Total Other Income | ||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ||||
| Income tax benefit (expense), net | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share – Basic and Diluted* | $ | ) | $ | ) | ||||
| Weighted average number of shares outstanding – Basic and Diluted * | ||||||||
| * |
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 MONTHS ENDED DECEMBER 31, 2025
| Number | Amount * | Amount | Amount | Amount | ||||||||||||||||
| *Common Shares | Additional Paid In Capital | Accumulated deficit | Total equity | |||||||||||||||||
| Number | Amount | Amount | Amount | Amount | ||||||||||||||||
| Balance – October 1, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Cashless exercise of warrants | ( | ) | ||||||||||||||||||
| Stock issued for services | ||||||||||||||||||||
| Balance – December 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
FOR THE THREE MONTHS ENDED DECEMBER 31, 2024
| *Common Shares | Additional Paid In Capital | Accumulated deficit | Total equity | |||||||||||||||||
| Number | Amount | Amount | Amount | Amount | ||||||||||||||||
| Balance – October 1, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Balance – December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| * |
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 THREE MONTHS ENDED
(UNAUDITED)
| 2025 | 2024 | |||||||
| For the three months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ||||||||
| Payables and accrued liabilities | ||||||||
| Amounts due to related parties | ( | ) | ||||||
| Contract liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of Intangible assets | ( | ) | ||||||
| Internally developed software | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Deferred offering costs | ( | ) | ||||||
| Amounts due to related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash, beginning of the period | ||||||||
| Cash, end of the period | $ | $ | ||||||
| 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 | ||||||||
| Cashless exercise of warrants | ||||||||
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.
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 shares of the Company’s common stock, par value
$ per share (the “Common Stock”) at a public offering price of $ per share, generating gross proceeds of $
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 incorporated 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 (“the LLC”), 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 will be purchased and owned by the LLC.
| F-5 |
The following table sets forth information concerning the Company and its subsidiaries as of December 31, 2025:
SCHEDULE OF SUBSIDIARY
| Name of Entity | Date of Organization | Place of Organization | Percentage of Ownership | Principal Activities | ||||||||||
| Aether Holdings, Inc. | ||||||||||||||
| Sundial Capital Research Inc. | % | |||||||||||||
| Alpha Edge Media, Inc. | % | |||||||||||||
| Aether Grid Inc. | % | |||||||||||||
| Aether Labs, Inc. | % | |||||||||||||
| 537 Greenwich LLC | % | |||||||||||||
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 December 31, 2025, its unaudited condensed consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the three months ended December 31, 2025 and December 31, 2024. 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.
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 months ended December 31, 2025 and 2024.
| F-6 |
Segment Information
The
Company follows ASC 280, “Segment Reporting”, 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
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 months ended December 31, 2025 and 2024 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 – |
| Office Building | Straight
line method – Useful Life |
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
Intangible Asset, Net
The Company’s intangible assets consist of (i) the Company’s corporate tradenames and (ii) intangible assets acquired in connection with the purchase transactions of the Whale Tales, Altcoin Investing digital newsletter and Coinstack (collectively, the “Acquisitions”). The acquired intangible assets include domains, tradenames, subscriber lists, newsletter archives and content libraries, vendor/platform rights, writer relationships, 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) 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, trade names 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 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.
Amortization method and estimated useful lives
SCHEDULE OF INTANGIBLE ASSETS USEFUL LIFE
| Category | Amortization Method | Estimated useful life | ||
| Brand name/Domain names /Tradenames/Social media | ||||
| Subscriber list | ||||
| Content library | ||||
| Vendor/platform rights | ||||
| Writer relationship | ||||
| Non-competition agreement | ||||
| Advertiser / sponsor relationships | ||||
| Proprietary codebase & technical IP |
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.
| 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 adopts 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 is recorded in “General and administrative expenses” on the consolidated statements of operations and comprehensive loss.
Software developed for sale
The costs incurred for the development of computer software to be sold, leased or otherwise marketed are capitalized in accordance with ASC 985, Costs of Software to be sold, leased or marketed, when technological feasibility has been established. Technological feasibility generally occurs when all planning, designing, coding and testing activities are completed that are necessary to establish that the product can be produced to meet its design specifications, including functions, features, and technical performance requirements. These capitalized costs are primarily related to salaries, IT consultants and other personnel costs.
Software costs that are expensed are recorded in “Research and Development” on the condensed consolidated statements of operations and comprehensive loss. Research and development expenses represent costs directly attributable to XYZ Terminal development, Sentiment tracker and other products, including data integration, Large Language Model (LLM) tools, predictive analytics, interface upgrades, and supporting systems, with spending driven by personnel, software, data, and cloud resources. R&D expenses are expensed as incurred in accordance with ASC 730.
Internally
developed software comprises of software development cost-in-progress as at December 31, 2025 and September 30, 2025 amounting to $
Revenue Recognition
The Company adopted ASC Topic 606 Revenue from Contracts with Customers (“ASC 606”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:
| Step 1: | Identification of the contract with a customer; | |
| Step 2: | Identification of the performance obligations in the contract; | |
| Step 3: | Determination of the transaction price; | |
| Step 4: | Allocation of the transaction price to the performance obligations in the contract (where revenue is allocated on a relative standalone selling price basis by maximizing the use of observable inputs to determine the standalone selling price for each performance obligation); and | |
| Step 5: | Recognition of revenue when, or as, the Company satisfies a performance obligation. |
| F-9 |
Revenue from online subscription services
Our revenue source consists of subscriptions to our cloud-based software during the term of arrangement. Cloud-based services allow our customers to access the tailor-made stock research reports without taking possession of the software. Revenue is generally recognized ratably over the contract term beginning on the commencement date of each contract, which is the date our cloud-based software is made available to customers, and collection is reasonably assured. Subscription agreements generally have terms ranging from one month and one year. Amounts that have been invoiced are recorded either contract liabilities or revenue in the unaudited condensed consolidated financial statements, depending on whether the underlying performance obligation has been satisfied.
Contract Liabilities
Contract liabilities consist deferred revenue in relation to payments that are received in advance of the Company’s performance. The Company’s contract liabilities are reported on a contract-by-contract basis at the end of each reporting year. The Company classifies contract liabilities as current when the term of the applicable subscription period or expected completion of the performance obligation is one year or less.
Cost of Revenue
Cost of revenue primarily consist of expenses related to hosting the Company’s service and analyst salaries that directly benefit sales. These expenses are comprised of hosted data center global costs, fees paid to third-party data providers and personnel-related costs directly associated with research reports, including salaries and benefits.
These costs are incurred to support the production and delivery of the Company’s research reports, data platforms, and other customer-facing services.
Operating expenses consist primarily of research and development, general and administrative, and sales and marketing expenses. Operating expenses are recognized as incurred in accordance with U.S. GAAP.
General and Administrative Expenses
General and administrative (“G&A”) expenses consist primarily of personnel-related costs, including salaries, bonuses, payroll taxes, and stock-based compensation for executive, finance, legal, and administrative personnel. G&A expenses also include professional fees (legal, audit, tax, consulting, and regulatory compliance), insurance, investor relations costs, public company compliance costs, office and administrative expenses, information technology and software subscriptions, and other corporate overhead costs. These expenses are expensed as incurred.
Sales and Marketing Expenses
Sales and marketing (“S&M”) expenses consist primarily of advertising, promotional campaigns, branding initiatives, sponsorships, customer acquisition costs, website hosting related to marketing activities, travel, trade shows, and other marketing-related expenditures. Advertising costs are expensed as incurred.
Defined contribution plan
Contributions to defined contribution plans are expensed in the period in which services are rendered by the covered employees. The Company recognizes its liabilities for compensated absences dependent on whether the obligation is attributable to employee services already rendered, relates to rights that vest or accumulate and payment is probable and estimable.
| F-10 |
Warrants
The Company performs an assessment of warrants upon issuance to determine their proper classification in the financial statements based on the warrant’s specific terms, in accordance with the authoritative guidance provided in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480 Distinguishing Liabilities from Equity, and ASC 815 Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480 and whether they meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock and whether the warrant holders could potentially require cash settlement of the warrants.
For issued warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital. For issued warrants that do not meet all the criteria for equity classification, the warrants are required to be liability-classified and recorded at their initial fair value on the date of issuance and remeasured at fair value at each balance sheet date thereafter. The Company has performed an assessment of all warrants issued and determined that the Company’s warrants are equity-classified.
As of December 31, 2025, the Company had 72,450 underwriter warrants outstanding that had not yet been issued. These warrants were issued in connection with the Company’s initial public offering and entitle the holder to purchase shares of Common Stock pursuant to the terms set forth in the underwriting agreement.
Stock Based Compensation
We account for our stock-based compensation under ASC 718, “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for accounting for transactions in which an entity exchanges equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. Forfeitures are accounted when they occur.
We use the grant date fair value method for equity instruments granted to non-employees and use Black-Scholes Method for grant date fair value of underwriters’ warrants. The stock based fair value compensation is determined as of the date of the grant (measurement date) and is recognized over the vesting periods.
Related parties
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Fair Value Measurement
Fair value is the price that would be received from selling an asset or paid to transfer 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 recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
The established fair value hierarchy 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. The three levels of inputs that may be used to measure fair value are as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities.
Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
| F-11 |
Income taxes
Current tax
Current tax consists of current tax payable based on the Company’s taxable income for the year. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company nets the deferred tax assets and deferred tax liabilities from temporary differences arising from a particular tax-paying component of the Company within the same tax jurisdiction and presents the net asset or liability as long term. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately reserved for uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustment to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations.
The Company presents basic and diluted net loss per share data for its common shares. Basic net loss per share is calculated by dividing the net loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year, adjusted for own shares held. Diluted net loss per share is determined by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding, adjusted for own shares held and for the effects of all potential dilutive common shares related to outstanding stock options and warrants issued by the Company for the periods presented, except if their inclusion is anti-dilutive.
Recent accounting pronouncements
Recently adopted accounting pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments are intended to improve the transparency and decision usefulness of segment information by requiring enhanced disclosures about significant segment expenses and more consistent information in interim periods. The amendments are effective for the Company for fiscal year beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 on October 1, 2024 on a retrospective basis. The adoption did not have an impact on the unaudited condensed consolidated financial statements but resulted in expanded segment disclosures.
| F-12 |
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). This ASU requires that public business entities must annually “(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).” This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard but does not expect it to have a material impact on unaudited condensed consolidated financial statements. The Company expects the ASU to result in expanded disclosures regarding income taxes.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This pronouncement introduces new disclosure requirements aimed at enhancing transparency in financial reporting by requiring disaggregation of specific income statement expense captions. Under the new guidance, entities are required to disclose a breakdown of certain expense categories, such as employee compensation; depreciation; amortization, and other material components. The disaggregated information can be presented either on the face of the income statement or in the notes to the financial statements, often using a tabular format. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 amends the guidance in ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and for interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have had a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.
ASU 2024-04 Debt - Debt with Conversion and Other Options - Induced Conversions of Convertible Debt Instruments. In November 2024, the FASB issued this ASU which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. We are currently evaluating the impact this guidance will have on our unaudited condensed consolidated interim financial statements.
In May 2025, the FASB issued Accounting Standards Update No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03 changes how companies determine the accounting acquirer in certain business combinations involving variable interest entities. The new guidance requires considering the factors used for other acquisition transactions to assess which party is the accounting acquirer. ASU 2025-03 is effective for the Company’s annual reporting periods beginning on January 1, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.
| F-13 |
In May 2025, the FASB issued Accounting Standards Update No. 2025-04, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”). ASU 2025-04 revises the definition of a performance condition, eliminates the forfeiture policy election for service conditions, and clarifies that the variable consideration constraint in Topic 606 does not apply to share-based consideration payable to customers. The new guidance requires entities to consistently account for share-based awards granted to customers by clarifying the treatment of vesting conditions and ensuring alignment with Topic 606 and Topic 718. ASU 2025-04 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.
From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the accompanying financial statements and disclosures.
NOTE 3 — CONTRACT LIABILITIES
Contract liabilities consist of the unearned portion of customer billings, which is recognized as revenue in accordance with our revenue recognition policy. The Company classifies contract liabilities as a current liability on the consolidated balance sheets because the longest subscription plan is for twelve months. The movement of contract liabilities for the three months ended December 31, 2025 and the year ended September 30, 2025 are as follows:
SCHEDULE OF CONTRACT LIABILITIES
| For the three months ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Opening balance | $ | $ | ||||||
| Additional contract liabilities accrual | ||||||||
| Revenue recognized from opening contract liabilities | ( | ) | ( | ) | ||||
| Revenue recognized from current year billings | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
Remaining Performance Obligations
The Company applies the practical expedient in ASC 606-10-50-14, which allows an entity not to disclose the value of remaining performance obligations for contracts with an original expected term of one year or less. Because all of the Company’s customer contracts have original expected durations of one year or less, the Company has elected this practical expedient and, accordingly, does not disclose information about remaining performance obligations.
| F-14 |
NOTE 4 — PREPAID EXPENSES
The prepaid expenses as of December 31, 2025 and September 30, 2025 were as follows:
SCHEDULE OF PREPAID EXPENSES
| December 31, 2025 | September 30, 2025 | |||||||
| Software license | $ | $ | ||||||
| SEC filing fees | $ | |||||||
| Insurance | $ | |||||||
| Other | $ | |||||||
| Total | $ | $ | ||||||
NOTE 5 — ACCRUED LIABILITIES
The accrued liabilities as of December 31, 2025 and September 30, 2025 were as follows:
SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES
| December 31, 2025 | September 30, 2025 | |||||||
| Accrued expenses | ||||||||
| Accrued wages | ||||||||
| Total | $ | $ | ||||||
NOTE 6 — EQUITY
A) Shares Issued for Service Agreements
On
December 22, 2025, the Company issued
shares of Common Stock to certain non-employees, specifically the sellers of the Coinstack assets, in consideration for services
to be provided under a transition services agreement entered in connection with the asset acquisition. The shares were issued at a
fair value of $
per share, resulting in an aggregate fair value of $
shares were issued for Service Agreement for the year ended September 30, 2025.
| F-15 |
B) Reverse Stock Split
On
January 15, 2025, the Company’s board of directors approved a share consolidation of the Company’s common shares at a ratio
of
All
share and per-share information included in the unaudited condensed consolidated financial statements and notes there to have been retroactively
adjusted for the
As of December 31, 2025, and September 30, 2025, the Company had and shares of Common Stock issued and outstanding, respectively.
C) IPO
The
registration statement for the Company’s IPO was declared effective on April 9, 2025. We consummated our IPO on April 11, 2025,
with the issuance of shares of Common Stock at a public offering price of $
per share, generating gross proceeds of $
D) Underwriters’ Warrants
In
connection with the Company’s IPO and the IPO Over-Allotment Option, the Company issued to the representatives of the underwriters,
or their permitted designees, warrants (the “Underwriters’ Warrants”) to purchase
The Company performs an assessment of Underwriters’ Warrants upon issuance to determine their proper classification in the financial statements based on the warrant’s specific terms, in accordance with the authoritative guidance provided in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480 Distinguishing Liabilities from Equity, and ASC 815 Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480 and whether they meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock and whether the warrant holders could potentially require cash settlement of the warrants.
The company has concluded that the Underwriters’ Warrants are equity classified.
Accordingly, the Underwriter Warrants were recorded within stockholders’ equity in additional paid-in capital (“APIC”). However, as the warrants are incremental and directly attributable to the IPO, the Company recorded the fair value of the Underwriter Warrants as an equity issuance cost as a reduction of APIC. As the result, no net impact to total APIC.
The
Underwriters’ Warrants were valued at $
| F-16 |
A summary of the warrants’ movement schedule is as follows:
SCHEDULE OF WARRANT ACTIVITY
| Number of Warrants | Weighted average exercise price | Weighted average remaining life | ||||||||||
| Balance – October 1, 2025 | $ | |||||||||||
| Granted | - | |||||||||||
| Exercised | ( | ) | - | |||||||||
| Forfeited | - | |||||||||||
| Expired | - | |||||||||||
| Outstanding - December 31, 2025 | $ | |||||||||||
The
Company issued
underwriter warrants with an exercise price of $
The computation of net loss per share and weighted-average shares of Common Stock outstanding for the periods presented are as follows:
| Three Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted-average common shares outstanding | ||||||||
| Net Loss per share attributable to common stockholders: | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
There were no preferred or other dividends declared for the three months ended December 31, 2025. The below table includes the total securities potentially dilutive for the three months ended December 31, 2025, and 2024, which have been excluded from the computation of diluted earnings (loss) per share.
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Warrants Outstanding | ||||||||
Although the Company’s warrants contain cashless exercise provisions, the impact of such provisions was not considered in diluted net loss per share as the Company incurred a net loss during the period and all potential shares of Common Stock were anti-dilutive.
NOTE 8 — PROPERTY AND EQUIPMENT, NET
On July 21, 2025, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with 537 Greenwich Owner, LLC (the “Seller”), pursuant to which the Company agreed to purchase from the Seller the retail level office space located at 110 Charlton Street, Unit RET B, New York, NY 10014 (the “Property”).
On October 14, 2025, the Company assigned the Purchase Agreement to its newly formed, wholly owned subsidiary, 537 Greenwich LLC, an entity formed for the purpose of holding the Property.
The
contractual purchase price of the Property was $
The Property comprises approximately 1,600 square feet within Greenwich West, a mixed-use development in the Hudson Square neighborhood of New York City and will serve as the Company’s corporate headquarters.
There are no material relationships between the Company (or its affiliates) and the Seller.
Property and equipment, net consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT, NET
| December 31, 2025 | September 30, 2025 | |||||||
| Office Building | $ | $ | ||||||
| Computer & equipment | ||||||||
| Less: Accumulated depreciation | ||||||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expenses totaled $
| F-17 |
NOTE 9 — INTANGIBLES
21 Bitcoin.xyz Asset Acquisition
On October 15, 2025, the Company acquired substantially all of the assets of 21Bitcoin.xyz, a digital platform that autonomously generates and distributes real-time market intelligence through an advanced AI-powered publishing engine. 21Bitcoin provides extensive coverage of the digital asset landscape, including market trends, blockchain innovation, industry developments, regulatory policy, decentralized finance (DeFi), non-fungible tokens (NFTs), the metaverse, Web3 infrastructure, cybersecurity, privacy, and global adoption trends.
The Company evaluated the transaction under ASC 805 and concluded that the acquired set did not meet the definition of a business. Substantially all of the fair value of the gross assets acquired was concentrated in identifiable intangible assets, and the acquired set did not include substantive processes capable of producing outputs independently. Accordingly, the transaction was accounted for as an asset acquisition under ASC 805-50 and as such, the transaction was considered to be insignificant.
In
accordance with ASC 805-50-30-3, the total acquisition cost of $
The 21 Bitcoin.xyz asset acquisition did not have a material impact on the Company’s condensed consolidated financial statements for the period ended December 31, 2025 and as such detailed disclosures regarding acquired intangible assets were considered to be insignificant.
Coinstack Asset Acquisition
On December 22, 2025 (the “Acquisition Date”), the Company acquired substantially all the assets of Coinstack (the “Coinstack Acquisition”). The acquired assets primarily consist of subscriber lists and related data, trade name and trademarks (including associated domain names), content library and archives, advertiser and sponsor relationships, and social media and community presence.
The Company evaluated the transaction under ASC 805 and concluded that the acquired set did not meet the definition of a business. Substantially all of the fair value of the gross assets acquired was concentrated in identifiable intangible assets, and the acquired set did not include substantive processes capable of producing outputs independently. Accordingly, the transaction was accounted for as an asset acquisition under ASC 805-50.
Total consideration consisted of cash paid at closing and directly attributable transaction costs. In accordance with ASC 805-50-30-1, transaction costs were capitalized as part of the cost of the acquired assets.
In
connection with the acquisition, the Company issued
shares of Common Stock to the sellers pursuant to a Transition Services Agreement for post-closing services. These shares were
issued at a fair value of $
per share (aggregate fair value of approximately $
Amortization expenses of $
| F-18 |
NOTE 10 — RELATED PARTY TRANSACTIONS
Related parties include key management personnel, their close family members and entities under their control or joint control. Key management personnel are those who have authority and responsibility for the planning directing and controlling the activities of the entity, directly or indirectly. The Company defines key management personnel as the Company’s C-level executives and Board of Directors. The Company’s relationship with related parties who had transactions with the Company are summarized as follows:
SCHEDULE OF RELATED PARTIES TRANSACTIONS
| Related Party | Relationship with the Company | |
| Qian Zhang | ||
| Hao Hu | ||
| Nicolas Kuan Liang Lin | ||
| David Chi Ching Ho | ||
| Siu Hang (Henry) Wong | ||
| Elixir Technology Inc. | ||
| Jaclyn Wu | ||
| Monic Wealth Solutions Ltd. | ||
| Ledger Pros LLC | ||
| Suresh R. Iyer | ||
| Monic Financial Group |
Related Party balances
The Company’s balances due to related parties as of December 31, 2025 and September 30, 2025 were as follows:
SCHEDULE OF DUE TO RELATED PARTIES
| Name | December 31, 2025 | September 30, 2025 | ||||||
| Qian Zhang | $ | $ | ||||||
| Elixir Technology Inc. | ||||||||
| Hao Hu | ||||||||
| WUYAO Safety Technology (Hang Zhou) Co., LTD | ||||||||
| Total due to related parties | $ | $ | ||||||
The amounts due to related parties as of December 31, 2025 and September 30, 2025 are unsecured, interest-free, and due on demand.
Related Party transactions
The Company had the following related party transactions:
A) Services rendered from related parties
During
the three months ended December 31, 2025 and 2024, the Company incurred $
B) Director fees and consulting fees for services rendered by directors and consultants
SCHEDULE OF SERVICES RENDERED BY EXECUTIVE OFFICERS AND DIRECTORS
| For the three months ended | ||||||||||
| Name | Nature of Service | December 31, 2025 | December 31, 2024 | |||||||
| Jaclyn Wu | Director | $ | $ | |||||||
| Siu Hang (Henry) Wong | Consulting | $ | $ | |||||||
| Wayne Huo | Director | $ | $ | |||||||
| Total | $ | $ | ||||||||
NOTE 11 — INCOME TAXES
For the three months ended December 31, 2025, and 2024, the Company recorded income tax expense (benefit) of $, as they were insignificant.
The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carry forwards. The Company has considered its history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As a result, as of December 31, 2025 and September 30, 2025, the Company has maintained a full valuation allowance against its net deferred tax assets.
| F-19 |
NOTE 12 — RISKS AND CONCENTRATIONS
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
Credit risk is the risk of loss associated with a counterparty’s inability to fulfil its payment obligations. The Company’s credit risk is primarily attributable to cash. As of December 31, 2025, and September 30, 2025, substantially all of the Company’s cash was held in major financial institutions located in the U.S., which are FDIC-insured and management considers to be of high credit quality.
The
maximum exposure of such assets to credit risk is their carrying amounts at the balance sheet dates. The Company maintains its bank accounts
at financial institutions in the United States, where there is $
Liquidity risk
Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. All of the Company’s financial liabilities are subject to normal trade terms. The Company has historically funded the working capital needs primarily from operations, as well as advances from related parties.
Going concern
The Company’s unaudited condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Since
inception, the Company has incurred recurring losses and negative cash flows from operations, resulting in an accumulated deficit of
$
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.
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These market factors are not expected to pose significant risks to the Company.
Concentration risk
For
purposes of assessing the concentration of credit risk and significant customers, a group of customers under common control or customers
that are affiliates of each other are regarded as a single customer. Additionally, there were no customers that represented
NOTE 13 — COMMITMENTS AND CONTINGENCIES
From time to time, the Company may be involved in litigation relating to claims arising out of its operations in the normal course of business. There are no pending lawsuits that could reasonably be expected to have a material effect on the results of its operations and there are no proceedings in which any of the Company’s directors, officers, or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.
As of December 31, 2025, the Company did not have any lease agreements or material lease commitments. Accordingly, no right-of-use assets or lease liabilities have been recognized in the accompanying condensed consolidated financial statements.
NOTE 14 — SUBSEQUENT EVENTS:
In accordance with ASC 855-10, “Subsequent Events”, the Company has analyzed its operations subsequent to December 31, 2025, through the date when consolidated financial statements were issued, and has determined that, except as described below, it does not have any material subsequent events to disclose in these financial statements.
On January 15, 2026, the Company’s subsidiary Aether Grid acquired all of the assets (including intellectual property rights) related to the operation of an AI-powered stock market research tool with real time filing analysis, known as Public View, in an all-cash transaction for nominal consideration.
On February 13, 2026, Mr. David Chi Ching Ho resigned from his position as Chief Strategy Officer of the Company with immediate effect.
On February 15, 2026, Ms. Jaclyn Wu resigned from her position as Director of the Sundial with immediate effect.
| F-20 |
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
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.
| 1 |
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.
| 2 |
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.
| 3 |
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.
| 4 |
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.
| 5 |
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.
| 6 |
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 | 2024 | Amount | Percentage | |||||||||||||||||||||
| As % of | As % of | Increase | Increase | |||||||||||||||||||||
| Amount | Sales | Amount | Sales | (Decrease) | (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:
| For the three months ended | For the three months ended | |||||||||||||||||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Category | Cost of sales | Gross profit | Gross profit % | 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.
| 8 |
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.
| 9 |
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.
| 10 |
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.
| 11 |
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.
Item 3: Quantitative and Qualitative Disclosure About Market Risk
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.
Item 4: Controls and Procedures
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.
| 12 |
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may be subject to legal proceedings, investigations and claims incidental to the conduct of our business.
We are currently not involved in any legal proceedings which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition or results of operations.
Item 1A. Risk Factors
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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
a) Sales of Unregistered Securities
On December 22, 2025, we issued 16,750 shares of our common stock to Ryan Allis and 8,375 shares of our common stock to Mike Gavella in a private placement at a price of $5.97 per share, as part of the consideration for the Coinstack acquisition discussed in Item 5. Other Information – Coinstack Acquisition below. The shares of common stock were issued to Mr. Allis and Mr. Gavella in reliance upon one or more exemptions from the registration requirements of the Securities Act found, including Section 4(a)(2) thereof.
b) Use of Proceeds
On April 9, 2025, our Registration Statement on Form S-1 (File No. 333-284081) (the “IPO Registration Statement”) was declared effective by the SEC for our initial public offering (“IPO”). On April 11, 2025, we consummated our IPO of 1,800,000 shares of our common stock, par value $0.001 per share, at a price to the public of $4.30 per share, generating gross proceeds of $7,740,000. In connection with the IPO, we granted The Benchmark Company, LLC and Axiom Capital Management, Inc., the representatives of the underwriters, an option, exercisable for 30 days, to purchase up to an additional 270,000 shares of common stock at the public offering price of $4.30 (the “IPO Over-Allotment Option”).
On April 16, 2025, we closed on the fully exercised IPO Over-Allotment Option resulting in additional gross proceeds to us of $1,161,000, before deducting underwriting discounts, commissions and offering expenses. After giving effect to the full exercise of the IPO Over-Allotment Option, a total of 2,070,000 shares of our common stock have been issued and sold in the IPO, and the gross proceeds from the IPO, including the full exercise of the IPO Over-Allotment Option, before deducting underwriting discounts, commissions and offering expenses, was $8,901,000. The net proceeds to us from the IPO and IPO Over-Allotment Option were $7,725,350, after deducting underwriting commission of $623,070, non-accountable expenses of $89,010, underwriting fees of $182,500, refund of $25,000 retainer and legal fees of $256,070. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any person owning 10% or more of any class of our equity securities or (iii) any of our affiliates.
There has been no material change in the planned use of proceeds from the IPO as described in the IPO Registration Statement, other than that the Company completed the acquisition of retail level office space located at 110 Charlton Street, Unit RET B, New York, NY 10014 (the “Property”) on December 19, 2025 (the “Closing”) to serve as the Company’s new corporate headquarters. The purchase price for the Property was $1,080,000.00 and the total consideration paid to the seller of the Property, which included repayment for certain condominium associated fees and real estate taxes, was $1,084,830. Additionally, the transaction costs associated with the Closing totaled $191,768. The Company funded the purchase using cash on hand, and a previously paid deposit in connection with the transaction amounting to $108,000 was applied to the satisfaction of the purchase price. There are no material relationships between the Company (or its affiliates) and the Seller.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine and Safety Disclosure
Not applicable
| 13 |
Item 5. Other Information
Coinstack Acquisition
On December 22, 2025, our subsidiary AEM completed the acquisition of substantially all of the assets used in connection with Hive Global, Inc.’s Coinstack newsletter business (the “Coinstack Acquisition”) pursuant to the Purchase Agreement and a Bill of Sale and Assignment of Assets dated December 22, 2025 (the “Bill of Sale”). Under the Purchase Agreement, the acquired assets include an institutional crypto newsletter and media platform which reaches more than 340,000 subscribers across hedge funds, venture capital firms, family offices, and digital-asset market participants. The platform delivers curated insights covering Bitcoin, Ethereum, digital assets, DeFi, and broader blockchain market trends.
The total consideration paid for the Coinstack Acquisition was $500,000, consisting of $350,000 in cash and $150,000 of our common stock, subject to a 6-month lock up, with the number of shares issued equal to $150,000 divided by the closing price per share of the Company’s common stock on December 19, 2025, or $5.97 per share, for a total issuance of 25,125 shares of our common stock. We funded the cash portion of the purchase price with cash on hand.
The assets acquired included the Coinstack brand and related intellectual property (including trademarks and trade names), Coinstack’s content library and associated copyrights, domain names, websites and social media accounts, and the newsletter’s subscriber lists. In addition, Ryan Allis and Mike Gavela of Hive Global, Inc. have agreed to provide certain post-closing services to us. Mr. Allis has agreed to provide a column in addition to the regular newsletter for a period of 12 months, with an option for us to extend these services for no additional fee. Mr. Gavela will provide post-closing transition services, including sponsor introductions, renewal of outreach support, transferring sponsor materials and processes, and training a new team on advertising operations and weekly production workflow.
Under the Coinstack Agreement, Hive Global, Inc., Mr. Allis and Mr. Gavela are prohibited from soliciting subscribers for a period of 24 months and must keep all nonpublic information about the assets confidential. We did not assume any liabilities except obligations under certain sponsorship/advertising placements that were scheduled to run after closing and which were expressly identified and mutually agreed upon, and obligations arising after closing solely from our operation of the purchased assets. In addition, the Coinstack Agreement contains other customary representations, warranties and covenants of the parties.
The foregoing discussion of the Purchase Agreement and Bill of Sale is qualified in its entirety by the full text of the agreements, copies of which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Quarterly Report on Form 10-Q.
Trading Plans and Arrangements
No
director or Section 16 officer
Item 6. Exhibits
The following is a complete list of exhibits filed or furnished, as applicable, as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.
| * | Filed herewith. |
| ** | Furnished herewith. |
| 14 |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: February 17, 2026 | AETHER HOLDINGS, INC. | |
| By: | /s/ Nicolas Lin | |
| Nicolas Lin | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Suresh Iyer | |
| Suresh Iyer | ||
| Chief Financial Officer | ||
| (Principal Financing and Accounting Officer) | ||
| 15 |
Exhibit 10.2
ASSET PURCHASE OFFER
Date: December 10, 2025
THIS ASSET PURCHASE OFFER (this “Agreement”) is entered into by and among:
ALPHA EDGE MEDIA, INC., a Delaware corporation (“Buyer”)
AND
HIVE GLOBAL, INC., a Delaware corporation, d/b/a “Coinstack” (“Seller”); and
AND
RYAN ALLIS and MIKE GAVELA (each, an “Individual,” and together, the “Individuals”), solely for the obligations in Sections 7-9.
BUYER AND SELLER AGREE AS FOLLOWS:
1. Purchased Assets. Subject to the terms of this Agreement, Seller shall sell, assign, transfer, and convey to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the Coinstack business and all assets used primarily in, or held for use in, the Coinstack newsletter business (collectively, the “Assets”), including without limitation:
(a) Subscriber lists and related data (including all fields, tags, segments, consent/opt-in records) for all Coinstack newsletters and email lists, including, without limitation, the publications hosted at coinstack.substack.com and coinstack.beehiiv.com, together with all associated account rights and historical analytics to the extent transferable.
(b) Domain names and websites, including www.coinstack.co and any other domain(s), landing pages, and websites used for Coinstack, plus related DNS and email authentication settings (SPF/DKIM/DMARC) to the extent controlled by Seller.
(c) All intellectual property in and to Coinstack, including the Coinstack name/DBA, logos, brand assets, templates, design files, media kits, rate cards, advertising collateral, newsletter archives and content libraries, style guides, and all goodwill associated therewith.
(d) Sponsor/advertiser pipeline assets, including sponsor lists, historical sponsorship materials, sponsor decks, insertion order templates, pricing history, and CRM/spreadsheets maintained for Coinstack.
(e) Social/community accounts used primarily for Coinstack (e.g., X/Twitter, LinkedIn page, Telegram/Discord, podcast feeds), to the extent owned/controlled by Seller and transferable.
(f) Books and records (digital) relating primarily to the Assets (financial summaries, operating procedures, editorial calendars, contractor docs), to the extent transferable.
2. Liabilities. Buyer does not assume any liabilities of Seller, except (i) obligations under any sponsorship/advertising placements that are scheduled to run after Closing and are expressly identified in a mutually agreed closing schedule, and (ii) obligations arising after Closing solely from Buyer’s operation of the Assets.
3. Purchase Price; Transition Payments.
(a) Total purchase price is US $350,000, inclusive of all taxes of any kind (the “Purchase Price”). Seller shall be responsible for any and all sales, use, transfer, documentary, stamp, recording, and similar taxes arising from or relating to the transfer of the Assets, and Buyer shall pay no amounts in excess of the Purchase Price with respect thereto. At Closing, Buyer shall pay US $350,000 in cash by wire transfer to the trust account of the Seller’s attorney.
(b) In return for the transition services being provided by Ryan Allis and Mike Gavela, Buyer shall pay, at Closing: (i) US $100,000 in common stock of Aether Holdings Inc. (“Aether Stock”) to Ryan Allis, and (ii) US $50,000 in Aether Stock to Mike Gavella. The number of shares shall equal $150,000 ÷ the closing price per share of Aether Stock on the trading day immediately preceding the Completion Date (as reported by Aether Stock’s principal trading market). Fractional shares shall be issued if permitted; otherwise, cash in lieu of any fractional share shall be paid at Closing.
4. Stock Transfer Restrictions (6-Month Hold). The Individuals acknowledge that Aether Stock may be issued in a restricted form and/or subject to contractual and/or legal transfer restrictions. The Individuals each agree that, for six (6) months following the Completion Date, the Individuals will not sell, transfer, pledge, hedge, or otherwise dispose of any Aether Stock received hereunder (the “Lock-Up”), except to their controlled affiliates for estate/tax planning purposes who agree in writing to be bound by the Lock-Up. Buyer may cause Aether (or its transfer agent) to place stop-transfer instructions during the Lock-Up.
5. Completion (Closing)
(a) Completion (the “Closing”) shall occur on December 19, 2025 (the “Completion Date”), remotely via exchange of documents and signatures, unless the parties agree in writing to an earlier date.
(b) This Agreement and Closing are expressly conditioned on approval by Aether’s board of directors on or before Friday, December 12, 2025 (the “Board Approval Deadline”). If such approval is not obtained by the Board Approval Deadline, this Agreement shall automatically terminate with no liability to any party (except for breach of confidentiality and the non-solicitation obligations that expressly survive termination, if any).
(c) At Closing:
| ● | Seller delivers (i) a bill of sale and assignment of Assets, (ii) IP assignment, (iii) assignments of domain(s), platform/admin access, and applicable accounts, and (iv) a bring-down certificate of Seller’s reps; and | |
| ● | Buyer delivers the cash payment and initiates delivery/issuance of Aether Stock. |
6. Seller Representations & Warranties. As of signing and as of Closing, Seller and the Individuals each represent and warrant to Buyer that: (a) Seller is duly organized and has authority to enter into and perform this Agreement, (b) Seller owns the Assets free and clear of all liens/encumbrances (other than standard platform terms) and has full right to transfer them, (c) Execution and performance do not violate Seller’s organizational documents or any material agreement binding on Seller relating to the Assets, (d) Seller owns or has valid rights to use all IP included in the Assets and the transfer does not knowingly infringe third-party rights, (e) Seller has not knowingly collected or used subscriber personal data in violation of applicable law in any material respect and will transfer subscriber data only to the extent permitted by law and platform terms, (f) No threatened or pending legal proceeding exists against Seller that would materially impair Seller’s ability to transfer the Assets, and (g) Seller has not granted any rights in the Assets inconsistent with this Agreement, except as disclosed in writing to Buyer prior to Closing.
7. Non-Solicitation; Non-Interference; Confidentiality. For 24 months after the Completion Date, Seller and each Individual shall not, directly or indirectly, for themselves or on behalf of any other person/entity: (a) Solicit, induce, encourage, or cause any Coinstack subscriber or recipient to unsubscribe, opt-out, or otherwise stop engaging with Coinstack as operated by Buyer; or use/benefit from any copy of the Coinstack subscriber list or data (including exports) other than for Buyer’s benefit, (b) Solicit, divert, or attempt to solicit or divert any current or former Coinstack sponsor/advertiser/referral partner (from the prior 24 months) for a competing newsletter sponsorship or substantially similar advertising product. The Seller and Individuals agree to keep confidential (and not use except to support Buyer) all non-public information about the Assets, including subscriber data, sponsor pricing, analytics, and operating materials. Seller and Individuals acknowledge that a breach would cause irreparable harm and Buyer is entitled to injunctive relief (without posting bond), in addition to other remedies.
8. Ryan Allis “Founder’s Corner” Contribution
Ryan Allis agrees, in consideration for his potion of the Aether Stock, to provide a “Founder’s Corner” column for inclusion in the Coinstack newsletter as operated by Buyer as follows:
| ● | Frequency: one (1) column per month (300–900 words) for twelve (12) months after Closing; and | |
| ● | Extension option: Buyer may elect to extend this obligation for up to twelve (12) additional months (for a total of up to 24 months) by written notice to Ryan before the end of the initial 12-month period. |
All columns must be original (except that it is expressly agreed that it may by ghost written), non-infringing, and compliant with Buyer’s editorial/disclosure policies. Ryan grants Buyer a worldwide, royalty-free license to publish, reproduce, distribute, and archive the columns (including his name and likeness as author thereof) in connection with Coinstack.
9. Mike Gavela Transition Services
Mike Gavela agrees, in consideration of his portion of the Aether Stock, to provide post-Closing transition support to Buyer through February 15, 2026, up to 10 hours per week, including: sponsor introductions, renewal outreach support, transfer of sponsor materials and processes, and training Buyer’s designated team on ad operations and weekly production workflow.
10. Miscellaneous
(a) Governing Law; Venue. New York law governs (without regard to conflicts principles). The parties submit to state and federal courts located in New York County, New York.
(b) Entire Agreement; Amendments. This Agreement constitutes the entire agreement regarding its subject matter and may be amended only in a writing signed by Buyer and Seller (and, for Sections 7–9, the relevant Individual).
(c) Counterparts; E-Sign. This Agreement may be executed in counterparts and by electronic signature, each deemed an original.
(d) Assignment. Buyer may assign this Agreement to an affiliate or successor (including Aether or an Aether affiliate) without Seller consent; Seller may not assign without Buyer consent.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| BUYER: Alpha Edge Media Inc. | ||
| By: | /s/ Nicolas Lin | |
| Name/Title: | Nicolas Lin / CEO | |
| Date: | 12/10/2025 | |
| SELLER: Hive Global, Inc. (d/b/a Coinstack) | ||
| By: | /s/ Ryan Allis | |
| Name/Title: | Ryan Allis / Director | |
| Date: | 12/11/2025 | |
| INDIVIDUAL (Founder): Ryan Allis | ||
| Signature: | /s/ Ryan Allis | |
| Date: | 12/11/2025 | |
| INDIVIDUAL (Transition): Mike Gavela | ||
| Signature: | /s/ Mike Gavela | |
| Date: | 12/11/2025 | |
Exhibit 10.3
BILL OF SALE AND ASSIGNMENT OF ASSETS
THIS BILL OF SALE AND ASSIGNMENT OF ASSETS (this “Assignment”) is made as of December 19, 2025 (the “Effective Time”), by and between:
HIVE GLOBAL, INC., a Delaware corporation, d/b/a “Coinstack” (“Seller”);
AND
ALPHA EDGE MEDIA INC., a Delaware corporation (“Buyer”).
Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
A. Seller and Buyer have entered into that certain Asset Purchase Offer dated December 10, 2025 (as may be amended in writing by the Parties, the “Purchase Agreement”), pursuant to which Seller agreed to sell, and Buyer agreed to purchase, substantially all assets used in connection with the Coinstack newsletter business.
B. The Parties desire to execute and deliver this Assignment at Closing as the instrument of conveyance transferring the Assets (as defined below) to Buyer.
NOW, THEREFORE, in consideration of the Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
1. DEFINITIONS. “Assets” means all of Seller’s right, title, and interest in and to the assets, properties, and rights described on Schedule 1 (Purchased Assets), together with all goodwill associated therewith. Capitalized terms not defined herein have the meanings given to them in the Purchase Agreement.
2. SALE AND TRANSFER OF ASSETS.
2.1 Transfer. Effective as of the Effective Time, Seller hereby sells, conveys, assigns, transfers, and delivers to Buyer, and Buyer hereby purchases and accepts from Seller, all of Seller’s right, title, and interest in and to the Assets, free and clear of all liens and encumbrances (other than any restrictions arising under applicable platform terms solely to the extent disclosed to Buyer and transferable).
2.2 Goodwill. The transfer of the Assets includes the goodwill of the Coinstack business, and Seller hereby assigns to Buyer all such goodwill associated with the Assets (including, to the extent applicable, the goodwill connected with any trademarks, service marks, and trade names included in the Assets).
2.3 Further Assurances. At any time and from time to time after the Effective Time, at Buyer’s reasonable request and without further consideration (other than reimbursement of out- of-pocket costs, if any, approved in advance by Buyer), Seller shall execute and deliver such further instruments and take such further actions as Buyer may reasonably request to more effectively convey, assign, transfer, perfect, record, or evidence Buyer’s title to the Assets.
3. ASSUMPTION OF LIABILITIES. Buyer does not assume, and Seller retains, all liabilities of Seller of any nature whatsoever, whether known or unknown, fixed or contingent, matured or unmatured, arising out of or relating to the Assets or the Coinstack business prior to the Effective Time.
6. INTELLECTUAL PROPERTY; CONTENT; DATA.
6.1 IP Assignment. Seller hereby assigns to Buyer all of Seller’s right, title, and interest in and to the intellectual property included in the Assets, including all copyrights (and applications and registrations), trademarks and service marks (and applications and registrations), trade names, logos, brand assets, domain names, website content, newsletter archives, templates, sponsor decks and collateral, and all other IP listed or referenced on Schedule 1.
6.2 Subscriber Data. To the extent permitted by applicable law and applicable platform terms, Seller hereby assigns and transfers to Buyer the subscriber lists and related data included in the Assets. Seller shall not retain or use any copy of subscriber personal data except to the extent required by law (e.g., tax, accounting, or legal compliance), and any retained information shall remain subject to Seller’s confidentiality obligations under the Purchase Agreement.
7. DELIVERIES; ACCESS; CREDENTIALS. At or promptly following the Effective Time, Seller shall deliver to Buyer (and/or cause the delivery of) the account credentials, administrator access, exports, records, and other required deliverables.
8. GOVERNING LAW; JURISDICTION. This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York.
9. COUNTERPARTS; ELECTRONIC SIGNATURES. This Assignment may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.
10. ENTIRE AGREEMENT; CONFLICT. This Assignment, together with the Purchase Agreement, constitutes the Parties’ agreement with respect to the subject matter hereof. In the event of any conflict between this Assignment and the Purchase Agreement, the Purchase Agreement shall control.
IN WITNESS WHEREOF, the Parties have executed this Assignment as of the Effective Time.
| HIVE GLOBAL, INC. | ||
| By: | /s/ Ryan Allis | |
| Name: | Ryan Allis | |
| Title: | Director | |
| ALPHA EDGE MEDIA INC. | ||
| By: | /s/ Nicolas Lin | |
| Name: | Nicolas Lin | |
| Title: | CEO | |
SCHEDULE 1
PURCHASED ASSETS
“Assets” includes all assets used primarily in, held for use primarily in, or otherwise relating to the Coinstack newsletter business, including without limitation:
A. NEWSLETTER PLATFORMS; SUBSCRIBER LISTS; ANALYTICS
1. The Coinstack newsletter subscriber lists, including all subscriber data fields, tags, segments, preferences, referral data, consent/opt-in records to the extent transferable, engagement analytics, and historical campaign data, including:
(a) Beehiiv publication/account(s) associated with “Coinstack” (including the publication at coinstack.beehiiv.com, and any associated sub-publications);
(b) Substack publication/account(s) associated with “Coinstack” (including the publication at coinstack.substack.com);
(c) Any other email list(s) or newsletters operated under the Coinstack name.
2. All newsletter archives and web-hosted versions of past issues on the foregoing platforms.
B. DOMAINS; WEBSITES; LANDING PAGES
1. Domain names:
| - coinstack.co | |
| - coinstackpartners.com |
2. Websites and landing pages used for Coinstack (including all page content, source files, design files, embedded forms, and integrations).
3. DNS settings and email authentication (SPF/DKIM/DMARC) configurations to the extent controlled by Seller.
C. BRAND AND INTELLECTUAL PROPERTY
1. All rights in the name “Coinstack,” logos, brand guidelines, designs, templates, and other branding assets.
2. All copyrights in newsletter content, archives, graphics, sponsor decks, media kits, marketing copy, and other creative assets.
3. All trademarks/service marks and applications/registrations (if any) for “Coinstack” and related marks, together with associated goodwill.
D. SPONSORSHIP / ADVERTISING PIPELINE AND MATERIALS
1. Sponsor lists, advertiser lists, lead lists, sponsorship performance data (to the extent maintained), pricing history, insertion order templates, ad inventory calendars, sponsorship decks, rate cards, and related sales/marketing collateral.
2. Any current or future sponsorship commitments and insertion orders that are expressly assumed (if any) as “Assumed Liabilities”.
E. SOCIAL, COMMUNITY, AND PODCAST ASSETS (TO THE EXTENT OWNED/CONTROLLED AND TRANSFERABLE)
1. Social media accounts used primarily for Coinstack (e.g., X/Twitter, LinkedIn page), including handles, content, and access rights.
2. Community channels (e.g., Telegram/Discord) used primarily for Coinstack.
3. Podcast feeds/accounts used primarily for Coinstack (including hosting accounts, RSS feeds, artwork, episode archives).
F. BOOKS AND RECORDS
All operating documents, SOPs, style guides, editorial calendars, historical financial summaries, contractor information relating primarily to Coinstack, and other records used primarily in operating the Coinstack business (excluding Seller’s privileged legal materials).
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Nicolas Lin, Chief Executive Officer, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Aether Holdings, Inc. (the registrant); | ||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-a15(f) and 15d-15(f)) for the registrant and have: | ||
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to me by others, particularly during the period in which this report is being prepared; | ||
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
| d. | disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s current fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | ||
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or people performing the equivalent functions); | ||
| a. | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. | ||
| February 17, 2026 | /s/ Nicolas Lin |
| Nicolas Lin | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Suresh Iyer, Chief Financial Officer, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Aether Holdings, Inc. (the registrant); | ||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-a15(f) and 15d-15(f)) for the registrant and have: | ||
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to me by others, particularly during the period in which this report is being prepared; | ||
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
| d. | disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s current fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | ||
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions); | ||
| a. | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. | ||
| February 17, 2026 | /s/ Suresh Iyer |
| Suresh Iyer | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Aether Holdings, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Nicolas Lin, as Chief Executive Officer and principal executive officer of the Company, hereby certifies, pursuant to 18, U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of the undersigned’s knowledge and belief, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. |
This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
| February 17, 2026 | /s/ Nicolas Lin |
| Nicolas Lin | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Aether Holdings, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Suresh Iyer, as Chief Financial Officer and principal financial and accounting officer of the Company, hereby certifies, pursuant to 18, U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of the undersigned’s knowledge and belief, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. |
This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
| February 17, 2026 | /s/ Suresh Iyer |
| Suresh Iyer | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |