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.

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”).

The following table sets forth information concerning the Company and its subsidiaries as of June 30, 2025:

NOTE 2 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2025, and for the three and nine months ended June 30, 2025 and 2024. The results of operations for the three and nine months ended June 30, 2025 are not necessarily indicative of the operating results for the full year ending September 30, 2025 or any other period. These unaudited condensed consolidated financial statements have been derived from the Company’s accounting records and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form S-1 for the year ended September 30, 2024, filed with the SEC on December 30, 2024.

Basis of Consolidation

The consolidated financial statements comprise the accounts of the Company and its wholly-owned subsidiaries. The financial statements of its subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.

All transactions and balances between the Company and its subsidiaries are eliminated on consolidation.

Going Concern

We incurred negative cash flows from operating activities of $1,998,095 for the nine months ended June 30, 2025. The increase in cash used in operations was primarily driven by higher personnel-related costs, increase in legal and professional fees, including those related to our IPO.

Despite these negative operating cash flows, management believes there is no substantial doubt about our ability to continue as a going concern for at least the next 12 months from the issuance date of these financial statements. As of June 30, 2025, we had cash and cash equivalents, totaling $6,231484, which includes net proceeds from the IPO. We expect that our existing cash resources, together with anticipated cash generated from future operations, will be sufficient to meet our working capital, capital expenditure, and contractual obligations as they come due over the next 12 months.

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 translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognized in profit or loss.

Use of Estimates and assumptions

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There were no significant estimates or assumptions that materially impacted the unaudited condensed consolidated financial statements for the three and nine months ended Jun 30, 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 the CODM. All the Company’s business activities for the three and nine months ended June 30, 2025 and 2024 were conducted in US. Segment profit and loss is determined on a basis that is consistent with how the Company reports operating profit and loss in its consolidated statements of operations. Because the Company operate 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

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, are 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.

Deferred Offering Costs

Deferred offering costs consist principally of incremental costs directly attributable to new shares offering incurred by the Company, such as underwriting, legal, accounting, consulting, printing, and other registration-related costs in connection with the public offering of the Company’s common stock. Such costs are deferred until the closing of the offering, at which time the deferred costs are offset against the offering proceeds. In the event the offering is unsuccessful or aborted, the costs will be expensed.

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 primary source of revenue is 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 two terms: one month and one year.

Contract liabilities

Contract liabilities consists of advance payments that are received in advance of the Company’s performance. The Company’s contract liabilities is reported on a contract-by-contract basis at the end of each reporting period. 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 revenues 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.

Capital Stock

Shares of common stock are classified as shareholders’ equity. Transaction costs directly attributable to the issuance of common stock and share purchase options are recognized as a deduction from equity, net of any tax effects.

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 a 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.

The Company’s financial instruments include cash, payable and accrued liabilities and due to related parties. The carrying amounts of these accounts approximate their fair values due to the short-term nature of these instruments.

The Company noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring nor non-recurring basis as of June 30, 2025, and September 30, 2024.

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

Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized.

Earnings (loss) per share

The Company presents basic and diluted earnings (loss) per share data for its common shares. Basic earnings (loss) per share is calculated by dividing the profit or 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 earnings (loss) per share is determined by dividing the profit or 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 **

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).” A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.

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 and does not expect the adoption to have a material impact.

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 income (loss) and comprehensive income (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

Revenue recognized during the three and nine months ended June 30, 2025 that was included in the contract liabilities balance at September 30, 2024 was $52,710 and $363,160, respectively. The Company expects to satisfy the remaining performance obligations of $16,917 related to its September 30, 2024 contract liabilities balance within the next twelve months.

NOTE 4 —COST OF SALES

Cost of subscription revenue consists primarily of managed hosting providers, other third-party service providers, and employee-related costs including payroll and benefits for our research analysts.

NOTE 5 —GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist primarily of legal and professional services provided by various consultants, salaries and wages including executive and director compensation and other admin costs.

**NOTE 6 —PREPAID EXPENSES **

The prepaid expenses as of June 30, 2025 and September 30, 2024 were as follows:

NOTE 7 —PAYABLES AND ACCRUED LIABILITIES

The trade payables and accrued liabilities as of June 30, 2025 and September 30, 2024 were as follows:

NOTE 8 —EQUITY

A) Shares Issued for Service Agreements

On August 25, 2023, the Company entered into a project development agreement with Wuyao Safety Technology (“Wuyao”). Under this agreement, the Company will issue 208,333 shares of Common Stock for an aggregate total value of $250,000, to settle the services provided by Wuyao. For the nine months ended June 30, 2024, the Company issued 138,889 shares of Common Stock and recognized $150,000 as share-based compensation expense.

On October 31, 2023, the Company issued 16,071 shares of Common Stock with a value of $0.84 per share to settle the services provided by Research Capital Corporation, for an aggregate total value of $13,500.

On November 21, 2023, the Company issued 50,896 shares of Common Stock with a value of $0.84 per share to settle the services provided by Monic Wealth Solutions Ltd. (a related party), for an aggregate total value of $42,753.

No services were provided in exchange for shares during the nine months ended June 30, 2025.

Shares and per share data are presented on a retroactive basis to reflect the reorganization and the 1.2-for-1 reverse stock split.

B) Non-brokered Private Placement

On October 31, 2023, the Company entered into a non-brokered private placement to issue 1,339,293 shares of Common Stock with a value of $0.84 per share for a gross proceed of $1,125,007. The transaction closed in two tranches, with the first closing October 31, 2023, and the second on November 21, 2023. The transaction incurred share issuance costs of $36,210, which included bank transaction fees and finder commissions.

There is no non-brokered private placement for the nine months ended June 30, 2025.

C) 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 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 thereto have been retroactively adjusted for the 1.2-for-1 reverse split occurred on the first day of the first period presented.

NOTE 9 —PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

Depreciation expenses totaled $609 and $523 during the three months ended June 30, 2025 and 2024, respectively.

Depreciation expenses totaled $1,657 and $1,571 during the nine months ended June 30, 2025 and 2024, respectively.

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 having 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 June 30, 2025 and September 30, 2024 were as follows:

The amounts due to related party as of June 30, 2025 and September 30, 2024 are unsecured, interest-free, and due on demand.

Related Party transactions

The Company had the following related party transactions:

A) Services rendered from related party

During the nine months ended June 30, 2024, the Company issued 50,896 shares of Common Stock, valued at $0.84 per share, as compensation for consulting services provided by Monic Wealth Solutions Ltd., for a total value of $42,753. (See Note 8A). No services were provided by Monic Wealth Solutions Ltd. in exchange for shares during the nine months ended June 30, 2025.

During the three and nine months ended June 30, 2024, the Company incurred $10,689 and $50,127 for the marketing and sales channel services provided by Monic Wealth Solutions Ltd. During the three and nine months ended June 30, 2025, the Company incurred $0 for the for the marketing and sales channel services provided by Monic Wealth Solutions Ltd.

During the three and nine months ended June 30, 2025, the Company incurred $0 and $18,600 for the accounting services provided by Ledger Pros LLC. During the three and nine months ended June 30, 2024, the Company incurred $3,150 for the accounting services provided by Ledger Pros LLC.

B) Wages and salaries for services rendered by executive officers and directors

NOTE 11 —INCOME TAXES

The Company is subjected to a combined effective tax rate for federal and state income taxes of 30.8% and state minimum fee.

The deferred tax assets and liabilities were estimated for further tax consequences attributable to difference between the financial statement carrying amounts of the Company’s existing assets and liabilities and their respective tax bases. The deferred tax assets and liabilities were measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

For the three and nine months ended June 30, 2025, the Company incurred $0 and $5,298 in tax expenses. No amounts were incurred for income tax uncertainties or interest and penalties during these periods. As of September 30, 2024, the Company did not have an accrued liability for uncertain tax positions and does not anticipate recognition of any significant liabilities for uncertain tax positions during the next 12 months. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s tax years since its formation remain subject to possible income tax examination by its major taxing authorities for all periods.

The following table reconciles income taxes based on the U.S. statutory tax rate to the Company’s income tax expense:

The following table reconciles income taxes based on the U.S. statutory tax rate to the Company’s income tax expense (continued):

Significant components of deferred income tax assets and liabilities were as follows:

As of June 30, 2025, and September 30, 2024, there was net operating loss (“NOL”) carry forward of $2,957,360 and $1,244,454 respectively and they can be carried forward indefinitely. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of June 30, 2025 and September 30, 2024.

NOTE 12 —CREDIT RISK AND CONCENTRATION

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit risk

Credit risk represents the risk of loss arising from the Company’s inability to collect amounts owed in accordance with contractual terms. The Company’s credit risk is primarily attributable to cash. As of June 30, 2025, and September 30, 2024, 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 June 30, 2025 and September 30, 2024, cash balances of $6,044,068 and $372,534, respectively, were maintained at financial institutions in the US. The remaining balances of $187,416 and $185,289, respectively, were maintained in payment processing accounts with services such as Mercury, PayPal and Stripe. A substantial portion of the Company’s cash balances at June 30, 2025 exceeded the FDIC insurance coverage limit, which exposes the Company to potential credit risk in the event of the failure of any of these financial institutions. Management mitigates this risk by maintaining its cash with reputable financial institutions, monitoring the credit ratings and financial condition of such institutions on an ongoing basis, and, where practical, diversifying account balances to reduce uninsured amounts. 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.

The Company has incurred a loss since inception resulting in an accumulated deficit. As of June 30, 2025 company had $6,231,484 in cash and cash equivalents. However, during the three months ended June 30, 2025 and 2024 company had negative cash flow from operations of $1,998,095 and $303,332 respectively. However, following the successful completion of its IPO on April 11, 2025 and closing of the IPO Over-Allotment Option on April 16, 2025, which collectively generated aggregate gross proceeds of $8,901,000, the Company’s management believes that it is adequately capitalized to meet its obligations as they become due. Based on the current financial position, available capital resources and planned operating activities, management believes there is no substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern depends on the Company’s ability to generate revenue and profit in the future and/or to obtain necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. . Management intends to finance operating costs over the next twelve months primarily through use of the IPO proceeds and, if needed, additional financings from the public and private offerings of securities.

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 nine months ended June 30, 2025, or the year ended September 30, 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.

NOTE 14 —SUBSEQUENT EVENTS:

In accordance with ASC 855-10, “Subsequent Events”, the Company has analyzed its operations subsequent to June 30, 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 July 17, 2025, AEM acquired the operating assets of AltcoinInvesting.co, a specialized digital asset research and publication delivering timely insights into emerging digital asset markets and blockchain ecosystems, in an all cash transaction.