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Onar Holding Corp

For the period ended Jun 30, 2025. Filed Aug 19, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 19, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended June 30, 2025

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____________ TO _____________

Commission File Number000-56012

ONAR Holding Corporation

(Exact name of registrant as specified in its charter)

Nevada47-2200506
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
990 Biscayne Blvd, 5th Floor Miami, FL33132
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:+1213-437-3081

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 Par Value Per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth☐

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 ☒

State the number of shares of the issuer’s common stock outstanding, as of the latest practicable date:113,618,057 shares of common stock are issued and outstanding as of August 19, 2025.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION3
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets5
Unaudited Consolidated Statements of Operations6
Unaudited Consolidated Statements of Stockholders’ Deficit7
Unaudited Consolidated Statements of Cash Flows8
Notes to the Unaudited Consolidated Financial Statements9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations21
Item 3. Quantitative and Qualitative Disclosures about Market Risk25
Item 4. Controls and Procedures25
PART II – OTHER INFORMATION
Item 1. Legal Proceedings27
Item 1A. Risk Factors27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds27
Item 3. Defaults Upon Senior Securities28
Item 4. Mine Safety Disclosures28
Item 5. Other Information.28
Item 6. Exhibits29
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.