Aether Holdings, Inc.

AETHER HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 1,800,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a public offering price of $4.30 per share, generating gross proceeds of $7,740,000. In connection with the IPO, we granted the underwriters an over-allotment option to purchase up to 270,000 additional shares of Common Stock at the same public offering price (the “IPO Over-Allotment Option”). On April 16, 2025, the IPO Over-Allotment Option was fully exercised, resulting in additional gross proceeds of $1,161,000. With the full exercise of the IPO Over-Allotment Option, the total gross proceeds from the IPO amounted to $8,901,000, before deducting underwriting discounts, commissions, and offering expenses. Additionally, as partial compensation for their services, the Company issued warrants to purchase an aggregate of 144,900 shares of Common Stock to The Benchmark Company, LLC and Axiom Capital Management, Inc., as representatives of the several underwriters of the Company’s IPO.

On April 30, 2025, the Company incorporated a new subsidiary, Alpha Edge Media, Inc. (“AEM”), under the laws of the State of Delaware to support its expanding newsletter business. The newsletters published, or acquired and thereafter published by AEM will target both institutional and retail investors, focusing on topics such as macroeconomic trends, market insights, and market psychology, while broadening the Company’s overall coverage of securities, commodities, markets and exchanges.

On May 22, 2025, the Company incorporated a new subsidiary, Aether Grid Inc. (“Aether Grid”), under the laws of the State of Delaware to house and support the growth of its suite of financial tools.

On June 6, 2025, the Company 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.

The following table sets forth information concerning the Company and its subsidiaries as of December 31, 2025:

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.

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 single reportable segment.

The Chief Executive Officer functions as the Company’s Chief Operating Decision Maker (“CODM”) and is responsible for key operating decisions, resource allocation, and performance assessment. In executing these responsibilities, the CODM regularly reviews consolidated financial information, including total revenue, gross profit, key operational metrics, and cash flow, on a Company-wide basis. The CODM does not review or receive discrete financial information by business function, product category, or geographic region. Consequently, decisions about resource allocation and performance evaluation are made based solely on consolidated results. Accordingly, management has concluded that the Company has one operating segment: the online subscription service, which consists of one reporting unit based on the financial information available and which operating results are regularly reviewed by CODM. All the Company’s business activities for the three 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:

Equipment that is withdrawn from use or has no reasonable prospect of being recovered through use or sale, is regularly identified, and written off. The assets’ residual values, depreciation methods and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Subsequent expenditures relating to items of property and equipment are capitalized when it is probable that future economic benefits from the use of the assets will be increased. All other subsequent expenditures are recognized as repairs and maintenance.

The office building is depreciated on a straight-line basis over an estimated useful life of 25 years. Depreciation is charged from the date the asset is available for use.

Intangible 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.

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

Offering costs

Deferred offering costs consist of specific expenses directly attributable to the company’s IPO, including legal, accounting, printing, underwriter fees and filing fees. These costs are capitalized as incurred in accordance with the guidance under ASC 340-10-S99-1.

Impairment of Long-lived assets

Long-lived assets, including, property and equipment, intangible assets and property acquisition deposit are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment charge was recognized for the three months ended December 31, 2025 and 2024, respectively.

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 $157,779 and $100,000, respectively, which will be amortized once the software development is capitalized upon completion.

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:

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.

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.

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.

Net Loss per share

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.

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.

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:

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.

NOTE 4 —PREPAID EXPENSES

The prepaid expenses as of December 31, 2025 and September 30, 2025 were as follows:

NOTE 5 —ACCRUED LIABILITIES

The accrued liabilities as of December 31, 2025 and September 30, 2025 were as follows:

NOTE 6 —EQUITY

A) Shares Issued for Service Agreements

On December 22, 2025, the Company issued 25,125 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 $5.97 per share, resulting in an aggregate fair value of $150,000. The transaction has been accounted for as an equity-settled share-based payment. The expense relating to the services received is recognized over the period during which the services are rendered. The fair value of the services received is measured by reference to the fair value of the equity instruments issued.

No shares were issued for Service Agreement for the year ended September 30, 2025.

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 1.2-for-1 reverse split, effective on January 15, 2025. As a result of the share consolidation, every 1.2 common shares outstanding is automatically combined and converted into 1 issued and outstanding common share, without any action required from shareholders. The par value and the authorized number of common shares remained unchanged.

All share and per-share information included in the unaudited condensed consolidated financial statements and notes there to have been retroactively adjusted for the 1.2-for-1 reverse split occurred on the first day of the first period presented.

As of December 31, 2025, and September 30, 2025, the Company had 12,144,730 and 12,101,273 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 1,800,000 shares of Common Stock at a public offering price of $4.30 per share, generating gross proceeds of $7,740,000. In connection with the IPO, we granted the underwriters an over-allotment option to purchase up to 270,000 additional shares of Common Stock at the same public offering price. On April 16, 2025, the IPO Over-Allotment Option was fully exercised, resulting in additional gross proceeds of $1,161,000. With the full exercise of the IPO Over-Allotment Option, the total gross proceeds from the IPO amounted to $8,901,000, before deducting underwriting discounts, commissions, and offering expenses. Total share issuance cost incurred for same is $1,661,437.

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 144,900 shares of Common Stock (representing 7% of the total shares sold in the offering) at an exercise price of $4.30 per share (the public offering price). The Underwriters’ Warrants become exercisable 180 days after the IPO closing date and have a term of five (5) years from the commencement of sales of the securities in the offering. The issuance of these warrants represented additional compensation to the underwriters for services rendered in connection with the IPO.

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 $302,751 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate:4.30%; expected life of warrants:5 years; estimated volatility:50%; dividend rate:0%).

A summary of the warrants’ movement schedule is as follows:

The Company issued 72,450 underwriter warrants with an exercise price of $4.30 per share that were exercised on a cashless basis to purchase 18,332 Common Stock.

NOTE 7 -NET LOSS PER SHARE

The computation of net loss per share and weighted-average shares of Common Stock outstanding for the periods presented are as follows:

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.

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 $1,080,000 in cash. In accordance with the Purchase Agreement, the Company previously paid a deposit of $108,000, which was applied toward the purchase price at closing. Total cash consideration paid to the Seller at closing on December 19, 2025 was $976,830, excluding adjustments for certain condominium-related fees and real estate taxes of $4,241. In addition, the Company incurred $191,768 of transaction costs in connection with the acquisition, primarily consisting of legal fees, title costs, transfer taxes, and other closing-related costs. These costs were capitalized as part of the basis of the Property. The total capitalized cost of the Property was $1,276,598.

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:

Depreciation expenses totaled $2,124 and $523 during the three months ended December 31, 2025 and 2024 respectively.

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 $30,000 was allocated to the identifiable assets acquired on a relative fair value basis as of October 15, 2025.

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 25,125 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 $5.97 per share (aggregate fair value of approximately $150,000) and were accounted for separately as equity-settled share-based compensation under ASC 718. Because the shares were issued for post-acquisition services rather than as consideration transferred for the acquired assets, they were not included in the purchase price allocation. The Coinstack 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.

Amortization expenses of $5,620 and $0 were recorded for the period ended December 31, 2025 and 2024. No impairment indicators were identified as of December 31, 2025.

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:

Related Party balances

The Company’s balances due to related parties as of December 31, 2025 and September 30, 2025 were as follows:

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 $0 and $9,000 for the accounting services provided by Ledger Pros LLC.

B) Director fees and consulting fees for services rendered by directors and consultants

NOTE 11 —INCOME TAXES

For the three months ended December 31, 2025, and 2024, the Company recorded income tax expense (benefit) of $0, 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.

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 $250,000 standard deposit insurance coverage limit per depositor, per FDIC-insured bank and per ownership category. As of December 31, 2025 and September 30, 2025, cash balances of $1,535,363 and $4,258,605, respectively, were maintained at financial institutions in the US. The remaining balances of $263,316 and $159,564, respectively, were maintained in payment processing accounts with services such as Mercury, PayPal and Stripe. While management believes that the financial institutions and payment processors used by the Company are of high credit quality, it also continually monitors their creditworthiness.

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 $6,495,444 as of December 31, 2025. For the three months ended December 31, 2025, the Company incurred a net loss of $1,297,237 and used cash in operating activities of $1,008,063. Although 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.

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 10% or more of the Company’s revenue for the three months ended December 31, 2025 and 2024.

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.