UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-K
SPECIAL ANNUAL REPORT
PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933
For the fiscal year ended December 31, 2025
ACME AtronOmatic, Inc.
(Exact name of issuer as specified in its charter)
Commission File Number: 24R-00987
| Delaware | 93-2279864 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| 111 W Jefferson St, Suite 200 | ||
| Orlando, FL | 32801 | |
| (Address of principal executive offices) | (Zip Code) |
(407) 720-5275
Issuer’s telephone number, including area code
Common Stock
(Title of each class of securities issued pursuant to Regulation A)
In this Annual Report the term “ACME AtronOmatic” or “the company” refers to ACME AtronOmatic, Inc.
THIS ANNUAL REPORT MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THIS REPORT, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.
ITEM 1. DESCRIPTION OF BUSINESS
THE COMPANY’S BUSINESS
Overview
We founded the company in 2009 in order to develop software that better anticipates weather and environmental threats. The company was originally founded as ACME AtronOmatic, LLC, a Florida limited liability company. In 2023, we reorganized as a Delaware corporation. ACME AtronOmatic is known for its innovative and user-friendly MyRadar app, available for iOS, Android, Windows, and Xbox. The app features cutting-edge data visualizations and alerting platform that cater to a wide range of users, including outdoor enthusiasts, travelers, general consumers, and business consumers. The app acts as a distribution platform for all the company's data and services and is the foundation for its expansion towards offering Software as a Service (SaaS) applications and space-based earth observational data to prosumers, small businesses and enterprise. The company has recently completed launches and is preparing for additional launches of its own proprietary satellites into low earth orbit (LEO) in order to offer innovative and proprietary earth observational data to its users through the MyRadar platform.
We believe we are positioned to serve a currently-underserved segment within this market by delivering data and services through a consumer-friendly platform. We aim to provide an accessible, seamless pathway to data and services through the MyRadar app that can optimize business operations, reduce risk, and help mitigate the impacts of adverse weather conditions. Businesses need more effective ways to integrate weather and climate intelligence into their workflows such that they can truly benefit from the knowledge and optimize their operations.
Principal Products and Services
As noted above, the company’s principal product is its MyRadar app. Weather and climate disasters are on the rise. The United States suffered 28 separate billion-dollar disasters in 2023 alone. Everyday people need modern tools to help them navigate the weather and to plan ahead for impending severe weather events, and while there is a considerable amount of data and technology being brought to bear, consumers and businesses need effective tools to help digest all this information to turn it into actionable insights and direct guidance. We believe MyRadar has excelled at this task for the last decade, and we're seeking to continue our innovation by bringing advanced orbital sensors combined with artificial intelligence to keep up the pace in providing services that users need to help them optimize their lives and business operations.
For over a decade, MyRadar has created innovative features, data visualizations and alerting services. The company is continuing to expand on those features and services, and our anticipated satellite constellation can be a huge part of that. MyRadar already provides an enormous list of features and services for end users — from basic day-to-day storm awareness, to rain alerts, and information about heat extremes, smoke and air quality conditions, wildfires, earthquakes, and tropical cyclones, just to name a few. We have released RouteCast, our proprietary road weather forecast system that predicts not just the weather along your route, but also the surface conditions and delay risks associated with the trip.
This level of granularity provides value not just for the everyday driver, but the professional hauler, as well. The company is integrating this feature with our CarPlay, Android Auto, and Android Automotive apps, but we are also wrapping it into services that are specifically geared for small and large businesses managing fleets of vehicles that move about our system of roads. Weather and vehicle tracking are all in one place, integrated seamlessly with existing logistics and operations packages.
The company is also developing new features for MyRadar utilizing the latest breakthroughs in AI, such as natural language models, augmented reality, and virtual reality. Additionally, we are curating a suite of tools that will empower individuals to navigate their lives and businesses more effortlessly.
AI Capabilities
Our existing technology utilizes artificial intelligence as part of its rain prediction algorithms to more accurately predict rain for our nowcast product. This is unique to the company and is protected by patent 11,561,326. When used, the technology allows for correction of the biases of an advection-based nowcast and allows for growth and decay.
In furtherance to the technologies being developed and deployed, a significant investment in research and development of AI models and algorithms are being engineered and created to enhance the information delivered to the MyRadar app.
The company’s HORIS satellite platform, in continued development with support from the National Oceanic and Atmospheric Administration (NOAA), incorporates AI for tasks including scene classification, super-resolution imaging, and radiative transfer calculations for atmospheric composition correction. These technologies improve the precision and utility of the data collected by our satellites, facilitate miniaturization, and allow them to send alerts based on data processed onboard. The company also utilizes AI for image to text translation and implement language models to facilitate efficient communication between our orbital systems and ground stations.
In addition to the satellite constellation, advanced AI and machine learning technologies are being developed across multiple facets of our proprietary weather forecasting and satellite data processing technologies.
As part of the company’s work with the US Navy, we are using convolutional neural networks for bias correction in short-term weather forecasts and for data fusion, combining observational and model data into cohesive forecast products. This integration enhances the reliability and accuracy of our forecasts. In addition, we apply machine learning techniques such as lasso regression and random forests for multi-class classification of road conditions and regression analysis for road temperature forecasts. These technologies are critical for real-time, accurate assessments of road conditions like those provided today by the MyRadar app.
Product Statistics as of December 31, 2025
Active Users: over 15 million annually
Paid Subscribers: over 340,000
Revenue Generation
MyRadar has both a paid subscription and a free version of the app, which provide for the company’s main sources of revenue through subscription fees and advertising, respectively. The company has seen steady growth in free and paid users since its inception.
We believe that with the planned rollout of additional services related to our satellite constellation, we will be able to enhance the core data products in the MyRadar app - thereby increasing accuracy – and creating an additional product line of high-value remote sensing data and services, potentially allowing us to provide unique and proprietary services to enterprise customers, government institutions and defense agencies.
Data Sales
In addition to subscription and advertising revenues for the MyRadar app, the company generates a portion of its revenue from sales of anonymized and aggregated user data to a variety of customers. The data sales agreements associated with these sources of revenue are not-exclusive and do not create any obligations on the company outside of its ordinary course of business.
Recent Developments
On June 23, 2025 HORIS 1 and 2 were launched into orbit on the SpaceX Transporter-14 mission onboard the company’s Falcon 9 rocket in conjunction with our launch partner, Exolaunch. This first launch validated a number of systems for use in the production constellation, including the flight software, telemetry, tracking and command (TT&C) radios, and a number of other onboard systems and sensors. From these results, we determined that the systems associated with the orientation and stability of the satellite requires improved design, which is being refined as part of the design and development of HORIS 3 and 4. We also successfully completed a Phase I STTR contract for AFWERX and demonstrated the ability to detect plasmas like those resulting from hypersonic missiles. This technology will be integrated into MyRadar’s satellite constellation for orbital detection, and has civilian use cases for monitoring hazard phenomena and emissions from the Earth’s surface impacting climate change.
In 2023 we successfully completed our Phase I SBIR grant with NOAA to build and test an engineering prototype of our HORIS constellation satellite. HORIS stands for “Hyperspectral Orbital Remote Imaging Spectrometer. Each satellite is a 10 centimeter cube, and is equipped with a high-resolution visible light camera, near-infrared hyperspectral camera, and a thermal imager. HORIS is intended to speed the detection of wildfires, allowing for improved mitigation efforts as part of NOAA’s Orbital Wildfire Resilience (OWR) project. We were awarded a Phase 2 SBIR grant with NOAA in 2023 for OWR. We were also chosen as an Early Access Partner by Google to provide our AI-driven road weather prediction feature using their new Android Automotive platform, soon to be available in vehicles by Ford, GM, Volvo, Porsche, and others. This will complement our Apple CarPlay and Android Auto apps, as a native experience that runs right in the car without a phone.
Additionally, we were selected for a Phase I STTR contract with the Navy to apply our patented nowcasting technology to cloud cover prediction. This project has since advanced into the Phase I Option period and has been selected for funding for a Phase II contract. This project has been awarded and work has begun. Once complete, in addition to selling this data service to the Navy, it will help us offer unique products not found with other weather providers – better cloud prediction for aviation, done use, solar power optimization, skygazing, agriculture, and other applications. We were also selected for and are entered into a contract for an additional Phase I SBIR contract by AFWERX for hypersonics data compression and research, which has been completed.
Following these awards, we have been selected for additional Phase I grants with the Navy, Air Force, and NASA. Most recently, we were selected for funding on a Phase I DTRA contract which was awarded on December 29, 2025. The DTRA contract includes a fixed schedule of payments and deliverables until the contract end date of July 29, 2026.
Outside of government grants and programs, MyRadar has entered into a contract with a major insurance carrier to provide AI-enhanced weather hazard warnings. The contract had an initial service term through November 14, 2025 and has since been extended for two years. We have also explored relationships with companies operating entertainment and amusement parks due to their need for accurate weather information associated with customer safety.
Market
The Software as a Service (SaaS) sector, valued at $237 billion in 2022, is anticipated to reach $908 billion by 2030. Advances in artificial intelligence and commercial space technologies, some of which are championed by MyRadar, present an agile and innovative company like ours with the opportunity to offer pioneering products and services. As a top 5 weather app in the weather category on the iOS app store, we’ve built a loyal following of customers who find incredible value in the services we provide. Our app user base continues to grow, and our subscriber count climbs along with it as users see the benefit of supporting our company.
Competition
In the consumer market, our competitors include the traditional weather information service providers like The Weather Channel, Accuweather, and others. We believe our patented technology and alerting capabilities allow us to offer higher accuracy and reduced latency on weather alerts and other services.
Intellectual Property
The company’s intellectual property is a key differentiator from competitors in its market. The following table sets out the patents and applications received and filed by the company:
| JURIS | TITLE | STATUS | APP. NO. | APP. DATE | PAT. NO. | PATENT DATE | |||||||
| US | System and Method for Generating Accurate Hyperlocal Nowcasts | Patented | 16 /414,898 | May 17, 2019 | 11,561,326 | January 24, 2023 | |||||||
| US | Methods and Devices for Earth Remote Sensing Using Stereoscopic Hyperspectral Imaging in the Visible (VIS) and Infrared (IR) Bands | Patented (two divisional) | 16 /925,164 | July 9, 2020 | 11,532,155
11,854,256 |
December 20, 2022
December 26, 2023 | |||||||
| US | Method for Determining Ocean Surface Winds from Synthetic Aperture Radar Satellite Data | Pending | 18 /066,406 | December 15, 2022 | |||||||||
| US | Polarimetric Light Field Imaging System for Standoff Characterization | Pending | 63 /472,639 | June 13, 2023 | |||||||||
| US | Satellite Deployed System for Onboard Artificial Intelligence Analysis of Hyperspectral Data Cubes and Related Methods | Pending | 19 / 284,105 | July 29, 2025 | |||||||||
| US | Combined Satellite and Mobile Weather Forecasting System for Data Denied Environments and Related Methods | Pending | 19 / 323,069 | September 9, 2025 |
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Employees
The company currently utilizes a team of 42 people, with 37 employed full time, and five engaged as contractors.
Litigation
The company is not involved in any current or pending litigation matters.
Property
The company does not own any significant real property. The company leases 7,646 square feet of office space at 111 West Jefferson Street, Orlando, Florida, which serves as its headquarters.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the Company’s consolidated financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
The following discussion of our financial condition and results of operations for the fiscal years ended December 31, 2025 and December 31, 2024 should be read in conjunction with our financial statements and the related notes included in this report.
The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
Results of Operations
Fiscal Year Ended December 31, 2025 Compared with the Year Ended December 31, 2024
Net Revenues
For the year ended December 31, 2025, the company generated net revenues of $11,092,568 compared to net revenues of $10,292,290 for the year ended December 31, 2024. This represents a year-over-year increase of $800,278, or approximately 8%. Net revenues consist of the gross revenues received from MyRadar app subscriptions or in-app purchases on the MyRadar app, as well as revenues from government contracts, and data sales, reduced by amounts owed as a result of those revenues to the digital vendors of the MyRadar app.
While the company generates revenue through advertisements within its free MyRadar app, that advertising revenue is subject to significant reductions due to digital vendors as a result of their distribution policies, which is why the company presents the advertising revenue on a net revenue basis.
For the 2025 fiscal year, the company’s net revenue composition was approximately as follows:
| Net Revenue Source | Amount | |||
| Advertising revenue | $ | 2,314,832 | ||
| Subscription revenue | $ | 6,146,761 | ||
| Data sales | $ | 1,966,858 | ||
| Federal contracts | $ | 664,117 | ||
In the past few years, the company has emphasized its subscription app, which allows for steadier, recurring revenue that is not reduced by amounts owed to digital vendors. Retention on monthly subscriptions averages 96% month over month for the 12 month period ending December 31, 2025, and on annual subscriptions it averages 71% year over year for the 12 month period ending December 31, 2025.
Operating Expenses
Operating expenses consist of general and administrative expenses, such as employee compensation, research and development associated with new products and improvements to existing products, and sales and marketing expenses. During the 2025 fiscal year, our operating expenses decreased to $14,205,934 compared to $15,065,989 in fiscal year 2024. The main driver of the decrease was a decrease in research and development from $6,029,293 to $3,078,685 associated with reductions to direct labor and contract labor costs for research and development initiatives.
Liquidity and Capital Resources
As of December 31, 2025 Compared with December 31, 2024
Assets
The vast majority of the company’s assets are current assets rather than fixed or long-term assets. As of December 31, 2025, the company held cash and cash equivalents of $24,220, while recording accounts receivable, representing amounts due from digital vendors providing the MyRadar app, of $1,853,793 out of the company’s total current assets of $2,046,817.
The largest component of the company’s property and equipment assets is the right of use for its operating lease, which is recorded in the amount of $813,006 as of December 31, 2025. The company did not record a right of use asset for its operating lease in 2024.
In aggregate, the company’s total assets as of December 31, 2025 was $2,861,409 compared to $1,939,998 as of December 31, 2024.
Liabilities and Outstanding Debts
As of December 31, 2024, the company’s current liabilities were mostly associated with the day-to-day operation of the company, composed of accounts payable, credit card expenses, and lines of credit to smooth out the company’s cash flow requirements.
Aspire Funding Loan: The company entered into a loan agreement with Aspire Funding (lender) in May 2024. The original loan amount on the facility was $315,000 maturing in November 2024. The loan carries a fixed interest of $126,000 and the loan is to be repaid in 29 equal weekly installments of $15,225 which includes the principal and interest. In September, the company reorganized the loan agreement with Aspire Funding, when the principal balance outstanding on the original loan was $127,206, for an extended facility amounting to $493,500 and the outstanding balance on the original loan was rolled into the new loan. The terms for the loan as adjusted are 30 weekly payments of $14,516. The principal outstanding balance on this facility as of December 31, 2025 and 2024 is $0 and $205,801, respectively.
Blade Funding Loan: The company entered into a loan agreement with Blade Funding (lender) in September 2024. The original loan amount on the facility was $100,000 maturing in March 2025. The loan carries a fixed interest of $49,900 and the loan is to be repaid in 28 equal weekly installments of $5,353.58 which includes the principal and interest. The principal outstanding balance on this facility as of December 31, 2025 and 2024 is $0 and $56,800, respectively.
Mulligan Funding: The company entered into a loan agreement with Mulligan Funding (lender) in the fiscal year 2021. The original loan amount on the facility was $400,000 maturing in September 2023. The loan carries a fixed interest of $96,000 and the loan is to be repaid in fifty (50) equal weekly installments of $9,841 which includes the principal and interest. In January 2023, the company reorganized the loan agreement with Mulligan Funding, when the principal balance outstanding on the original loan was $221,215, for an extended facility amounting to $702,594 and the outstanding balance on the original loan was rolled into the new loan. The principal outstanding balance on this facility as of December 31, 2025 and 2024 is $0 and $104,131, respectively.
Forward Financing: The company entered into a loan agreement with Forward Financing (lender) in June 2024. The original loan amount on the facility was $300,000 maturing in May 2025. The loan carried a fixed interest of $120,000 and is to be repaid in 48 equal weekly installments of $8,750 which includes the principal and interest. The principal outstanding balance on this facility as of December 31, 2025 and 2024 was $0 and $157,165, respectively. In March 2025, the company entered into a Forward Financing agreement to sell $670,000 in future accounts receivable for $500,000, maturing in March 2026. The loan carries a fixed interest of $170,000 and is to be repaid in 52 weekly installments of $12,885. The loan is secured through a lien on the accounts receivable of the Company and a personal guarantee from the company’s CEO. The principal outstanding balance on this facility as of December 31, 2025 is $124,384.
Fundbox Loan: In March 2023, the company entered into a forward financing agreement with Fundbox. The facility allows borrowing up to $73,000. Also, in April 2024, the company entered into an agreement to sell $61,579 in future accounts receivable for $56,600. The loan has an imputed interest rate is 8.2% and is to be repaid in weekly payments of $3,065. The company entered into several additional funding agreements over the year ending December 31, 2025, for a total of $292,409 in financing and is secured by the company’s accounts receivable and matures in April 2026. The total outstanding balance as of December 31, 2025 and 2024, was $66,960 and $62,038 respectively.
Intuit Loan: The company entered into 4 loan agreements in August 2024 with Intuit Inc. The facility allows borrowing up to $45,000 in total. The loans carry an interest rate of 17% with monthly payments ranging from $785 - $1,722 The total outstanding balance as of December 31, 2025 and 2024 is $19,563 and $24,000 respectively.
Funding Breeze: In May 2025, the company entered into a revenue purchase agreement with Funding Breeze for an initial loan amount of $200,000, less initiation fees of $8,000, maturing in January 2026. The loan calls for 35 weekly installments of $7,611 which includes principal and interest. The outstanding balance as of December 31, 2025 is $11,111.
Vehicle Loan: The company entered into a loan agreement with JP Morgan Chase (lender) in March 2024 to purchase a vehicle in the amount of $91,786. The loan carries a fixed interest rate of 6.49% and the loan is to be repaid in 72 equal monthly installments of $1,547 which includes the principal and interest. The principal outstanding balance on this facility as of December 31, 2025 and 2024 is $68,639 and $83,820, respectively. SBA Loan
SBA Loan: The company entered into a loan agreement with Small Business Administration (“SBA”) in fiscal year 2018. The original borrowing amount on the facility was $517,200 to be repaid over 120 month term. The initial 60 month term called for the interest rate to be fixed at the WSJ Prime Rate (Index) plus 2.5% with monthly installments of $6,139. The initial 60 month term expired as of December 31, 2023. For the remaining 60 month term, the loan carries a variable interest rate based on the prevailing index each month plus 2.25%. As of December 31, 2025, the interest rate was 9.25% and the monthly installment was $6,568, including interest and principle. As of December 31, 2024, the interest rate was 10% and the monthly installment was $6,730, including interest & principle. The principal balance outstanding as of December 31, 2025 and 2024 is $205,958 and $256,711, respectively. The loan will mature in 2028.
The summary of the future maturities of loans is as follows:
| Year ending December 31: | ||||
| 2026 | $ | 298,090 | ||
| 2027 | 84,108 | |||
| 2028 | 90,788 | |||
| 2029 | 17,526 | |||
| 2030 | 6,102 | |||
| Total notes payable | 496,615 | |||
| Less SBA loan costs, net | (9,544 | ) | ||
| 487,071 | ||||
As a result of the foregoing, the company recorded total liabilities of $3,126,887 as of December 31, 2025 compared to $2,625,410 as of December 31, 2024.
Recent Offerings of Securities
On January 28, 2025 the company launched a Regulation A offering. The company is offering in aggregate, up to 5,809,499 shares of Common Stock, consisting of up to 4,841,249 shares of Common Stock, plus up to 968,250 additional shares of Common Stock eligible to be issued as bonus shares (the “Bonus Shares”) to investors based upon an investor’s investment level, whether an investor is entitled to the StartEngine Venture Club Bonus (f/k/a StartEngine OWNers Bonus), whether the investor made a non-binding indication of interest, and whether the investors is a prior investor or subscriber to the MyRadar app. We may issue up to 968,250 shares eligible to be issued as Bonus Shares for no additional consideration, assuming that 100% of investors achieve the highest level of Bonus Shares are issued.
Since the commencement of its Regulation A offering on January 28, 2025 to December 31, 2025, the company has sold an aggregate of 807,877 shares of its Common Stock at a price of $3.75 per share, adjusted for the issuance of bonus shares, resulting in gross proceeds of approximately $3,029,539. After deducting offering-related expenses and commissions of approximately $592,265, the company received net proceeds of approximately $2,437,274.
Going Concern
The company’s ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. During the next twelve months, the company intends to fund its operations through debt and/or equity financing. There are no assurances that management will be able to raise capital on terms acceptable to the company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.
Trend Information
The company is currently in the growth stage and generating revenue. With the increased emphasis on subscription based revenues through the MyRadar app, management hopes to see increased revenues going forward. There is no certainty that we will be able to significantly increase subscribers.
Additional revenue channels may open up to the company following the launch of its HORIS satellite-based earth observation platform. The first two pathfinder units in the HORIS platform were integrated into a launch system during a successful launch in June 2025. The operation of those two satellite platforms have generated important information for the company that is being integrated into the development of its HORIS 3 and 4 satellite systems. We believe the proprietary data generated from the HORIS satellite platforms will generate additional demand from government and enterprise customers.
Subsequent Events
| · | In March 2026, the company entered into a loan agreement with Wells Fargo to purchase a vehicle in the amount of $119,621. The loan carries a fixed interest rate of 4.94% and the loan is to be repaid in 72 equal monthly installments of $1,927 which includes principal and interest. The loan is secured by a vehicle. |
| · | In April 2026, the company entered into a Forward Financing agreement to sell $625,000 in future accounts receivable for $500,000, maturing in April 2027. The loan carries a fixed interest of $125,000 and is to be repaid in 52 weekly installments of $12,019. The loan is secured through a lien on the accounts receivable of the company and a personal guarantee from the company’s CEO. |
| · | As of April 10, 2026, the company received proceeds from their crowdfunding campaign in the amount of $283,891, net of issuance costs. |
| · | In 2024, the company formed ACME AtronOmatic IP Holdings, LLC (IP Holdings), a Florida limited liability company, owned 100% by the Company for the purpose of holding patents that had been applied for. In March of 2026, the Company transferred those patents to IP Holdings. |
Relaxed Ongoing Reporting Requirements
If we become a public reporting company in the future, we will be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an “emerging growth company”, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies”, including but not limited to:
| ● | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; | |
| ● | taking advantage of extensions of time to comply with certain new or revised financial accounting standards; | |
| ● | being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and | |
| ● | being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
If we become a public reporting company in the future, we expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an “emerging growth company” for up to five years, although if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following December 31.
If we do not become a public reporting company under the Exchange Act for any reason, we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year.
In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies”, and our stockholders could receive less information than they might expect to receive from more mature public companies.
ITEM 3. DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES
The following table sets out the company’s officers and directors as of the date of this offering circular. All of the officers and directors work with the company on a full-time basis.
| Name | Position | Age | Term
of Office (if indefinite, give date appointed) |
Full Time/Part Time | ||||||
| Executive Officers: | ||||||||||
| Directors: | ||||||||||
| Andrew Green | President, Chief Executive Officer | 55 | 2009 until present | Full time | ||||||
| Devon Cohen | Chief Financial Officer | 68 | 2026 until present | Full time | ||||||
| Sarvesh Garimella | Chief Technology Officer | 34 | 2019 until present | Full time | ||||||
| Chandler Heitmann | Chief Operating Officer | 33 | 2023 until present | Full time | ||||||
| Directors: | ||||||||||
| Andrew Green | Director | 55 | 2009 until present | |||||||
Andrew Green, Founder, CEO and Director
Andy Green is the founder and CEO of ACME AtronOmatic, founding the company in 2009 following years of experience in technology and information services. In 1989, Andy started one of the world’s first public-access Internet service providers, Intelecom Data Systems Inc. The service pioneered the use of modern Internet access technologies commonly used today, including Internet over Cable TV networks and Internet over DSL lines. The service was sold in 1998. In 2000, Green formed an Internet-based aviation information services company, Aviation Data Systems, which evolved into a software and services company that is today known as ACME AtronOmatic, Inc. The company’s primary product is the popular MyRadar weather and environmental information app. For his efforts in advancing weather and environmental awareness, Green was nominated Weatherperson of the Year in December 2020 by the Federal Alliance for Safe Homes, for his leadership in promising disaster safety and resilience.
Devon Cohen, Chief Financial Officer
Devon Cohen was appointed as the companies Chief Financial Officer in January 2026. Having started his career, and earning his CPA, at Peat, Marwick, Mitchell (now KPMG in Manhattan) he then went to work at companies such as Merrill Lynch and HSBC in finance. After starting and selling his first business to Mercedes Benz Credit he was responsible for DaimlerChrysler Finance offices in the Western third of the country. After that he was hired as CEO of Ford Direct a joint venture between Ford and its dealers to generate internet leads. From there he became COO of an ultra-wealthy family office in South Florida. Moving to Colorado to be near family, for the past 5 years he was CFO of an Auto Dealer Group in Northern Colorado prior to accepting the CFO position at MyRadar in addition to being a financial consultant to several companies including MyRadar.
Sarvesh Garimella, Chief Technology Officer
Dr. Sarvesh Garimella serves as the company’s Chief Technology Officer and works at the interface of artificial intelligence, atmospheric science, and instrument development. He oversees the research and innovation efforts for the company’s MyRadar app to create novel capabilities and products. With a background in planetary science and environmental engineering as an undergraduate at Caltech (BS ’11), his graduate career focused on clarifying the role of anthropogenic emissions of particulate matter on clouds and climate. He was awarded a masters in Atmospheric Science (SM ’14) and doctorate in Climate Physics and Chemistry at MIT (PhD ’16), where his research focused on developing the Spectrometer for Ice Nuclei and representing the microphysical underpinnings of ice cloud formation in global climate models with a machine learning approach. As part of his past affiliation with the MIT Center for Global Change Science, his studies also examined the policy implications of this research from both a climate and human health perspective.
Chandler Heitmann, Chief Operating Officer
Chandler Heitmann, currently serves as the company’s Chief Operating Officer. Chandler is a Florida native, graduated from Florida State University with a degree in Criminology. After completing her education, she returned to her hometown of Naples, FL, where she helped manage a successful political mayoral campaign. In 2016, Chandler transitioned to the sports industry by joining the Orlando Magic, where she served as a Premium Guest Service Representative & Corporate Office Guide. As of October 2018, she has been working for MyRadar and started as the Executive Assistant to the CEO, with a primary focus on managing the CEOs day to day responsibilities in areas such as operations, human resources, billing and other administrative tasks. Her dedication and capabilities led to her promotion to the position of Chief Operating Officer. In this role, she assumes the responsibility of overseeing all operational aspects of the company while maintaining a close partnership with the CEO.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
For the fiscal year ended December 31, 2025 we compensated our three highest-paid directors and executive officers as follows:
| Name | Capacities
in which compensation was received |
Cash
compensation ($) |
Other
compensation ($) |
Total
compensation ($) |
||||||||||
| Andrew Green | CEO | $ | 639,192 | - | $ | 639,192 | ||||||||
| Sarvesh Garimella | CTO | $ | 422,290 | - | $ | 422,290 | ||||||||
| Nathan Ramsey | Principal Software Engineer | $ | 194,978 | - | $ | 194,978 | ||||||||
For the fiscal year ended December 31, 2025, our sole director did not receive any compensation for his services solely as a director of the company.
Share Based Compensation
The company’s share-based compensation plans provide for granting incentive stock options to employees and consultants. On February 1, 2024, the ACME AtronOmatic, Inc. granted to certain full-time employees an option to purchase shares of the company’s stock at an exercise price $3 per share which is the estimated fair value of the stock on the date of grant. The employee options vest over 4 to 6 year service periods from the date of grant, and are exercisable from then through a period of ten years from the date of grant. Management anticipates the average term of the employee options will be five years.
Management has determined that it is not possible to reasonably estimate the grant-date fair value of the options because no new stock has been issued for several years and management has been unable to identify a similar public company to be used as a benchmark. Accordingly, the company has accounted for the options using the calculated value method. Management considers the Dow Jones small cap food products index to be representative of the company’s size and industry and has used the historical closing total return values of that index for the five years immediately prior to the date of grant to estimate volatility.
Using the Black-Scholes-Merton option pricing model, management has determined that the options issued in 2025 and 2024 have a value of $3.12 per share. Compensation cost will be recognized over the 4 to 6 year service period that began at the date of grant. For the years ended December 31, 2025 and 2024, the company recognized $1,853,331 and $988,189, respectively, as compensation cost in the accompanying financial statements.
At December 31, 2025 and 2024, unrecognized compensation cost related to nonvested awards totaled $1,417,054. Of this amount, $384,276 and $386,147 will be recognized in 2026 and 2027, respectively. The weighted average period over which this remaining compensation cost will be recognized is 3 years.
Total options outstanding, December 31, 2025 was 1,363,484 $ 3.00. Total options exercisable at December 31, 2025 and 2024 were 1,637,492 shares and 1,363,484 shares, respectively.
During 2025 and 2024, no shares were exercised. In accordance with company policy, the company has reserved shares for issuance under the plan. At December 31, 2025 and 2024 the company recognized $1,853,331 and $988,190 in stock option compensation which is included in the accompanying financials statements.
ITEM 4. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
The following table displays, as of December 31, 2025, the voting securities beneficially owned by (1) any individual director or officer who beneficially owns more than 10% of any class of our capital stock, (2) all executive officers and directors as a group and (3) any other holder who beneficially owns more than 10% of any class of our capital stock:
| Title of class | Name
and address of beneficial owner |
Amount
and nature of beneficial ownership |
Amount
and nature of beneficial ownership acquirable |
Percent of class |
| Common Stock | Andrew Green, c/o ACME AtronOmatic, Inc., 111 W. Jefferson St. Suite 200, Orlando, FL 32801 | 21,700,000 shares of Common Stock | -- | 78.27% |
| Common Stock | Sarvesh Garimella, c/o ACME AtronOmatic, Inc., 111 W. Jefferson St. Suite 200, Orlando, FL 32801 | 1,633,333 shares of Common Stock | 5.89% | |
| Common Stock | Chandler Heitmann, c/o ACME AtronOmatic, Inc., 111 W. Jefferson St. Suite 200, Orlando, FL 32801 | 113,464 shares of Common Stock acquirable pursuant to the company’s 2024 Equity Incentive Plan. | 0.409% | |
| Officers and Directors as a Group | 23,333,333 shares of Common Stock | 113,464 shares of Common Stock | 84.57% |
ITEM 5. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
During the year ending 2025 the Company was owed $125,701 from its major stockholder and CEO. This amount is classified in current assets of the accompanying financial statements.
During the year ending 2024, the Company owed its major shareholder $53,404 for paying expenses and is included in current liabilities of the accompanying financial statements.
ITEM 6. OTHER INFORMATION
On January 5, 2026, the company appointed Devon Cohen as Chief Financial Officer of the company. In such capacity, Mr. Cohen will be responsible for overseeing the Company’s financial operations, including accounting, financial reporting, and compliance functions.
ITEM 7. FINANCIAL STATEMENTS
FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED
DECEMBER 31, 2025 AND DECEMBER 31, 2024

INDEPENDENT AUDITORS’ REPORT
To the Board of Directors
ACME AtronOmatic Inc.
Orlando, Florida
Opinion
We have audited the consolidated financial statements of ACME AtronOmatic Inc. (the “Company”), which comprise the balance sheets as of December 31, 2025, and 2024 and the related statements of operations, changes in stockholders’ equity/(deficit), and cash flows (collectively, the “financial statements”) for the years ended December 31, 2025, and 2024 and the related notes to the financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024 and the result of its operations and its cash flows for the years ended December 31, 2025, and 2024 in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for period of twelve months from the date of issuance of these financial statements.
F-1
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.
In performing an audit in accordance with GAAS, we:
| · | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| · | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| · | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| · | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| · | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.
Going Concern
As discussed in Note 2, certain conditions indicate that the Company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

April 20, 2026
Calabasas, California
F-2
ACME AtronOmatic, Inc.
Consolidated Balance Sheets
As of December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 24,220 | $ | 271 | ||||
| Accounts receivable, net | 1,853,793 | 1,789,509 | ||||||
| Prepaid expenses | 43,103 | - | ||||||
| Due from related party | 125,701 | - | ||||||
| Total current assets | 2,046,817 | 1,789,780 | ||||||
| Property & Equipment: | ||||||||
| Office & computer equipment | 112,658 | 112,658 | ||||||
| Furniture & fixtures | 5,298 | 5,298 | ||||||
| Vehicles | 119,385 | 119,385 | ||||||
| Accumulated depreciation & amortization | (113,016 | ) | (87,123 | ) | ||||
| Property and equipment, net | 124,325 | 150,218 | ||||||
| Other Assets: | ||||||||
| Finance leases right of use assets | 163,071 | - | ||||||
| Operating leases right of use assets | 813,006 | - | ||||||
| Accumulated amortization - lease right of use assets | (285,810 | ) | - | |||||
| Total other assets | 690,267 | - | ||||||
| Total Assets | $ | 2,861,409 | $ | 1,939,998 | ||||
See Independent Auditors' Report and the accompanying notes to the consolidated financial statements.
F-3
ACME AtronOmatic, Inc.
Consolidated Balance Sheets (Continued)
As of December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| Liabilities & Stockholders' Deficit | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 614,429 | $ | 523,504 | ||||
| Accrued expenses | 447,129 | 380,159 | ||||||
| Due to related party | - | 53,404 | ||||||
| Line of credit | - | 101,851 | ||||||
| Current portion of deferred revenue | 596,225 | 629,293 | ||||||
| Current portion of notes payable | 298,090 | 680,854 | ||||||
| Current portion of finance lease obligations | 40,859 | - | ||||||
| Current portion of operating lease obligations | 161,658 | - | ||||||
| Total current liabilities | 2,158,390 | 2,369,065 | ||||||
| Non-Current Liabilities: | ||||||||
| Deferred revenue | 291,667 | - | ||||||
| Notes payable | 188,981 | 256,345 | ||||||
| Finance lease obligations | 12,514 | - | ||||||
| Operating lease obligations | 475,335 | - | ||||||
| Total non-current liabilities | 968,497 | 256,345 | ||||||
| Total liabilities | 3,126,887 | 2,625,410 | ||||||
| Stockholders' Deficit: | ||||||||
| Common stock, $.0001 par value; 26,371,947 and 25,531,785 shares authorized, issued and outstanding at December 31, 2025 and 2024, respectively | 2,637 | 2,553 | ||||||
| Additional paid-in-capital, net of issuance costs | 9,910,834 | 5,958,595 | ||||||
| Subscriptions receivable | (171,737 | ) | (273,407 | ) | ||||
| Accumulated deficit | (10,007,212 | ) | (6,373,153 | ) | ||||
| Total stockholders' deficit | (265,478 | ) | (685,412 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | 2,861,409 | $ | 1,939,998 | ||||
See Independent Auditors' Report and the accompanying notes to the consolidated financial statements.
F-4
ACME AtronOmatic, Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| Revenues, net | $ | 11,092,568 | $ | 10,292,290 | ||||
| Operating Expenses | ||||||||
| Salaries & wages | 6,907,389 | 7,276,763 | ||||||
| Stock-based compensation | 1,853,331 | 988,190 | ||||||
| Research & development | 3,078,685 | 6,029,293 | ||||||
| Depreciation & amortization | 29,074 | 24,298 | ||||||
| General & administrative | 2,337,455 | 747,444 | ||||||
| Total Operating Expenses | 14,205,934 | 15,065,988 | ||||||
| Operating Loss | (3,113,366 | ) | (4,773,698 | ) | ||||
| Other expense | ||||||||
| Interest expense | (540,881 | ) | (518,360 | ) | ||||
| Total other expense | (540,881 | ) | (518,360 | ) | ||||
| Net loss before provision for income taxes | (3,654,247 | ) | (5,292,058 | ) | ||||
| Provision (Benefit) for income taxes | - | - | ||||||
| Net Loss | $ | (3,654,247 | ) | $ | (5,292,058 | ) | ||
See Independent Auditors' Report and the accompanying notes to the consolidated financial statements.
F-5
ACME AtronOmatic, Inc.
Consolidated Statements of Changes in Stockholders' Deficit
For the Years Ended December 31, 2025 and 2024
| Retained Earnings | ||||||||||||||||||||||||
| Common Stock | Subscription | Additional Paid | (Accumulated | Total Equity | ||||||||||||||||||||
| Shares | Value | Receivable | in Capital, Net | Deficit) | (Deficit) | |||||||||||||||||||
| Balance December 31, 2023 | 24,567,018 | $ | 2,457 | $ | (806,692 | ) | $ | 2,115,319 | $ | (1,081,095 | ) | $ | 229,989 | |||||||||||
| Issuance of Common Stock, net | 964,767 | 96 | 533,285 | 2,855,087 | - | 3,388,468 | ||||||||||||||||||
| Stock-based compensation | - | - | - | 988,189 | - | 988,189 | ||||||||||||||||||
| Net loss | - | - | - | - | (5,292,058 | ) | (5,292,058 | ) | ||||||||||||||||
| Balance December 31, 2024 | 25,531,785 | 2,553 | (273,407 | ) | 5,958,595 | (6,373,153 | ) | (685,412 | ) | |||||||||||||||
| Prior period adjustment | - | - | - | - | 20,188 | 20,188 | ||||||||||||||||||
| Adjusted balance, January 1, 2025 | 25,531,785 | 2,553 | (273,407 | ) | 5,958,595 | (6,352,965 | ) | (665,224 | ) | |||||||||||||||
| Issuance of common stock, net | 840,162 | 84 | 101,670 | 2,098,908 | - | 2,200,662 | ||||||||||||||||||
| Stock-based compensation | - | - | - | 1,853,331 | - | 1,853,331 | ||||||||||||||||||
| Net loss | - | - | - | - | (3,654,247 | ) | (3,654,247 | ) | ||||||||||||||||
| Balance December 31, 2025 | 26,371,947 | $ | 2,637 | $ | (171,737 | ) | $ | 9,910,834 | $ | (10,007,212 | ) | $ | (265,478 | ) | ||||||||||
See Independent Auditors' Report and the accompanying notes to the consolidated financial statements.
F-6
ACME AtronOmatic, Inc.
Consolidated Statements of Cash Flow
For the Years Ending December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| Cash Flows from Operting Activities | ||||||||
| Net loss | $ | (3,654,247 | ) | $ | (5,292,058 | ) | ||
| Adjustments to reconcile net income (loss) to net cash | ||||||||
| provided for (used in) operating activities | ||||||||
| Depreciation & amortization | 29,074 | 24,298 | ||||||
| Operating leases right of use assets amortization | 138,241 | - | ||||||
| Finance leases right of use assets amorization | 53,809 | - | ||||||
| Stock-based compensation | 1,853,331 | 988,189 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable, net | (64,284 | ) | (951,996 | ) | ||||
| Prepaid expenses | (43,103 | ) | - | |||||
| Accounts Payable | 90,925 | 317,088 | ||||||
| Accrued expenses | 66,970 | 138,712 | ||||||
| Due (from) to related parties | (179,105 | ) | 19,350 | |||||
| Deferred revenue | 258,599 | 629,293 | ||||||
| Operating lease obligation payments | (129,174 | ) | - | |||||
| Net cash used by operating activities | (1,578,964 | ) | (4,127,124 | ) | ||||
| Cash Flow from Investing Activities | ||||||||
| Purchases of property & equipment | - | (157,638 | ) | |||||
| Net cash used by investing activities | - | (157,638 | ) | |||||
| Cash Flow from Financing Activities | ||||||||
| Issuance of common stock | 2,200,662 | 3,388,468 | ||||||
| Borrowing (payments) on line of credit, net | (101,851 | ) | 44,570 | |||||
| Borrowing (payments) on notes payable, net | (453,310 | ) | 642,625 | |||||
| Principle payments on finance lease obligations | (42,588 | ) | - | |||||
| Net cash provided by financing activities | 1,602,913 | 4,075,663 | ||||||
| Net increase (decrease) in cash | 23,949 | (209,099 | ) | |||||
| Cash, beginning of year | 271 | 209,370 | ||||||
| Cash, end of year | $ | 24,220 | $ | 271 | ||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Cash paid for interest | $ | 540,881 | $ | 518,360 | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
See Independent Auditors' Report and the accompanying notes to the consolidated financial statements.
F-7
ACME AtronOmatic Inc
Notes to Consolidated Financial Statements
For Years Ended to December 31, 2025 AND December 31, 2024
| 1. | NATURE OF OPERATIONS |
ACME AtronOmatic Inc. was incorporated on July 7, 2023, in the state of Delaware. The Company’s headquarters are located in Orlando, Florida and is a holding company incorporated to act as the parent of ACME AtronOmatic, LLC, a limited liability company incorporated in the state of Florida on August 18, 2009. On the date of incorporation of ACME AtronOmatic Inc., all the issued and outstanding shares of the ACME AtronOmatic, LLC were surrendered by the existing shareholders in exchange for 23,333,333 shares in the ACME AtronOmatic Inc. As of December 31, 2025 and 2024, ACME AtronOmatic Inc. owns 100% of the issued and outstanding shares of ACME AtronOmatic, LLC.
ACME AtronOmatic, LLC is a software development company, known for its innovative and user-friendly applications in the fields of weather, climate, and earth observational data. Their primary product, MyRadar®, is a mobile application available for iOS, Android, Windows and Xbox, a cutting-edge data visualization and alerting platform that caters to a wide range of users, including outdoor enthusiasts, travelers, general consumers and business customers.
The app acts as a distribution platform for all of the company’s data and services and is the foundation for its expansion towards offering Software as a Service (SaaS) applications and space-based earth observational data to prosumers, small businesses and enterprise. The company has recently begun launching its own proprietary satellites into low earth orbit (LEO) in order to offer innovative and proprietary earth observational data to its users through the MyRadar® platform.
| 2. | summary of SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation and Consolidation
The accompanying consolidated financial statements (which may be referred to as the “financial statement”) are presented on an accrual basis in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
The financial statements of ACME AtronOmatic Inc. (parent) and ACME AtronOmatic, LLC (subsidiary) are consolidated and all intercompany transactions and balances have been eliminated in consolidation. The Company has adopted the calendar year as its basis for reporting.
Use of Estimates
The preparation of financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
Cash includes all cash in banks. The Company’s cash is deposited in demand accounts at financial institutions that management believes are creditworthy. The Company’s cash in bank deposit accounts, at times, may exceed federally insured limits. As of December 31, 2025 and 2024, the Company’s cash did not exceed FDIC insured limits.
F-8
ACME AtronOmatic Inc
Notes to Consolidated Financial Statements
For Years Ended to December 31, 2025 AND December 31, 2024
Concentration of Credit Risk
The Company is subject to concentrations of credit risks primarily from cash, cash equivalents and accounts receivable. At various times during the years, the Company may have bank deposits in excess of Federal Deposit Insurance Corporation insurance limits. Management believes any credit risk is low due to the overall financial strength of the financial institutions. Accounts receivable consist of uncollateralized receivables from customers/clients primarily located throughout the United States of America.
Accounts Receivable and Allowance for Expected Credit Loss
Accounts receivable are carried net of allowance for expected credit losses. The allowance for expected credit losses is increased by provision charged to expense and reduced by accounts charged off, net of recoveries. The allowance is maintained at a level considered adequate to provide for potential account losses based on management’s evaluation of the anticipated impact on the balance of current economic conditions, changes in character and size of the balance, past and expected future loss experience and other pertinent factors.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instrument – Credit Losses.”. This ASU, and the related ASUs issued subsequently by the FASB introduce a new model for recognizing credit loss on financial assets not accounted for at fair values through net income, including loans, debt securities, trade receivables, net investment in leases and available-for-sale debt securities. The new ASU broadens the information that an entity must consider in developing estimates of expected credit losses and requires an entity to estimate credit losses over the life of an exposure based on historical information, current information and reasonable supportable forecasts.
The Company adopted this ASU on January 1, 2023, using the modified retrospective approach. The adoption of this ASU did not have a material impact on financial statements as Company’s customers are direct consumers and pay at the time of purchase. As of December 31, 2025 and 2024, the Company determined an allowance for expected credit losses was $26,901, respectively.
Impairment of Long-lived Assets
Long-lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recorded in the period in which it is determined that the carrying amount is not recoverable. The determination of recoverability is made based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. The measurement of the impairment for long-lived assets is based on the asset’s estimated fair value. No such impairment was recorded for the year ended December 31, 2025 and 2024.
Property and Equipment
Property and equipment are stated at cost. Expenditures for additions, major renewals and betterments are capitalized, and expenditures for maintenance and repairs are charged against income as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in statements of operations. Depreciation and amortization of property and equipment are computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized on a straight-line basis over either the useful life of the improvement or the remainder of the related lease term, whichever is shorter. Estimated useful lives for property and equipment are as follows:
| Category | Useful Life | |
| Computer Equipment | 5 years | |
| Furniture | 7 years | |
| Vehicles | 5 years |
F-9
ACME AtronOmatic Inc
Notes to Consolidated Financial Statements
For Years Ended to December 31, 2025 AND December 31, 2024
Income Taxes
Deferred income tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts of assets and liabilities and the amounts that are reported in the income tax returns. Deferred taxes are evaluated for realization on a jurisdictional basis. The Company records valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In making this assessment, management analyzes future taxable income, reversing temporary differences and ongoing tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, the Company will adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of its position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax laws, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. The Company recognizes both accrued interest and penalties associated with uncertain tax positions as a component of selling, general and administrative expenses in the consolidated statements of operations.
The application of tax laws and regulations is subject to legal and factual interpretation, judgment, and uncertainty. Tax laws and regulations may change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from management’s estimates, which could require the Company to record additional tax liabilities or to reduce previously recorded tax liabilities, as applicable.
Research and Development Costs
Costs incurred in the research and development of the Company’s products are expensed as incurred.
Deferred Revenue
Deferred revenue represents prepaid subscriptions of the Company’s MyRadar application and long-term contractual service agreements.
Revenue Recognition
The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. In determining when and how revenue is to be recognized from contracts with customers, the Company performs the following five step analysis laid under Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers: (1) identification of contract with customers, (2) determination of performance obligations, (3) measurement of the transaction price, (4) allocation of transaction price to the performance obligations, and (5) recognition of revenue when or as the company satisfies each performance obligation.
Revenue recognition, according to Topic 606, is determined using the following steps:
| 1) | Identification of the contract, or contracts, with the customer: the Company determines the existence of a contract with a customer when the contract is mutually approved; the rights of each party in relation to the services to be transferred can be identified, the payment terms for the services can be identified, the customer has the capacity and intention to pay, and the contract has commercial substance. |
F-10
ACME AtronOmatic Inc
Notes to Consolidated Financial Statements
For Years Ended to December 31, 2025 AND December 31, 2024
| 2) | Identification of performance obligations in the contract: performance obligations consist of a promised in a contract (written or oral) with a customer to transfer to the customer either a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. |
| 3) | Recognition of revenue when, or how, a performance obligation is met: revenues are recognized when or as control of the promised goods or services is transferred to customers. |
The Company earns revenues from the sale of platforms and mobile aps for aviation, weather, and consumer sectors, as well as from advertising. The Company also has been engaged in contracts with the federal government installing their weather software for use in the military and other areas.
Leases
The Company determines if an arrangement is a lease at inception by determining whether the agreement conveys the right to control the use of the identified asset for a period of time, whether the Company has the right to obtain substantially all of the economic benefits from use of the identified asset, and the right to direct the use of the asset. Lease liabilities are recognized at the commencement date based upon the present value of the remaining future minimum lease payments over the lease term using the rate implicit in the lease or the Company's incremental borrowing rate. The incremental borrowing rate is defined as the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. The Company's lease terms include options to renew or terminate the lease when it is reasonably certain that it will exercise the option.
The lease right-of-use assets are initially measured at the carrying amount of the lease liability and adjusted for any prepaid or accrued lease payments, remaining balance of lease incentives received, unamortized initial direct costs, or impairment charges relating to the right-of-use-asset. Certain leases contain escalation clauses, which are factored into the right-of-use asset where appropriate. Lease expense for minimum lease payments is recognized on straight-line basis over the lease term. Variable lease expenses include payments related to the usage of the leased asset (utilities, real estate taxes, insurance, and variable common area maintenance) and are expensed as incurred. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Fair Value of Financial Instruments
The carrying value of the Company’s financial instruments included in current assets and current liabilities (such as cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to the short-term nature of such instruments).
The inputs used to measure fair value are based on a hierarchy that prioritizes observable and unobservable inputs used in valuation techniques. These levels, in order of highest to lowest priority, are described below:
Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2—Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
Level 3—Unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
F-11
ACME AtronOmatic Inc
Notes to Consolidated Financial Statements
For Years Ended to December 31, 2025 AND December 31, 2024
Advertising and Promotion
Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses for the years ended December 31, 2025 and 2024 amounted to $808,187 and $2,200,603, respectively, which is included in general and administrative expense in the accompanying financial statements.
Recently Issued and Adopted Accounting Pronouncements
The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.
Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred losses from operations and has accumulated deficit as of December 31, 2025 and 2024.
The Company’s ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. During the next twelve months, the Company intends to fund its operations through debt and/or equity financing. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.
Subsequent Events
The Company considers events or transactions that occur after the balance sheet date, but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through April 20, 2026, which is the date the financial statements were issued.
| 3. | Related Party |
During the year ending 2025 the Company was owed $125,701 from its major stockholder and CEO. This amount is classified in current assets of the accompanying financial statements. During the year ending 2024, the Company owed its major shareholder $53,404 for paying expenses and is included in current liabilities of the accompanying financial statements.
| 4. | Prior period adjustment – Correction of error (ASC 842 Lease accounting) |
During the year ended December 31, 2025, the Company identified that certain lease arrangements existed during the year ended December 2024 had not been accounted for in accordance with ASC 842, Leases. ASC 842 was effective for the Company in prior periods, and the omission represents an error in previously issued financial statements.
F-12
ACME AtronOmatic Inc
Notes to Consolidated Financial Statements
For Years Ended to December 31, 2025 AND December 31, 2024
The Company evaluated the materiality of the error in accordance with ASC 250, Accounting Changes and Error Corrections, and SEC Staff Accounting Bulletin No. 99. The comparative 2024 financial statements presented herein have not been restated. Management concluded, after consideration of quantitative and qualitative factors, that the omission was not material to the previously issued 2024 financial statements. Accordingly, the Company has corrected the error through a prior-period adjustment in the accompanying 2025 financial statements.
Had the correction been recorded as of December 31, 2024, operating lease right-of-use assets and corresponding lease liabilities would have increased by approximately $976,077, subject to the normal period-end measurement adjustments. Since the Company did not restate the previously issued financial statements, as a result of the correction, the Company recognized operating lease right of use (ROU) assets and corresponding lease liabilities of approximately $976,077 as of January 1, 2025. The cumulative effect of the correction resulted in an adjustment to beginning earnings of approximately $20,188.
| 5. | Leasing arrangements |
The Company entered into operating and financing leases of buildings for corporate offices and vehicles. The leases have remaining lease terms of 1 – 5 years, two of which include options to extend the leases up to 5 years. The exercise of the lease renewal option is at the Company’s sole discretion. Certain leases include options to purchase the leased property. The depreciable life of the assets are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise.
One of the Company’s operating lease agreements includes rental payments for common area maintenance (CAM) which includes utilities, real estate taxes, and other costs associated with the maintenance of the property which are adjusted for inflation periodically. These variable costs are not included in the lease assets and liabilities presented.
The lease disclosures below reflect amounts recognized under ASC 842 as of and for the year ended December 31, 2025. Comparative 2024 lease disclosures have not been presented because the 2024 financial statements were not restated.
The following summarizes the line items in the balance sheet which include amounts for operating and finance leases as of December 31, 2025:
| Operating leases | ||||
| Operating lease right of use assets | $ | 813,006 | ||
| Accumulated amortization | (189,815 | ) | ||
| Operating lease right of use assets, net | $ | 623,191 | ||
| Current portion of operating lease obligations | $ | 161,658 | ||
| Operating lease obligations | 475,335 | |||
| Total operating lease obligations | $ | 636,993 |
F-13
ACME AtronOmatic Inc
Notes to Consolidated Financial Statements
For Years Ended to December 31, 2025 AND December 31, 2024
| Finance leases | ||||
| Finance leased vehicles | $ | 163,071 | ||
| Accumulated amortization | (95,995 | ) | ||
| Finance lease right of use assets, net | $ | 67,076 | ||
| Current portion of finance lease obligations | $ | 40,859 | ||
| Finance lease obligations | 12,514 | |||
| Total finance lease obligations | $ | 53,373 | ||
For the year ended December 31, 2025, amortization expense of the operating lease right of use asset amounted to $138,241 and is included in general and administrative expenses of the accompanying financial statements. In addition, interest expense of the operating lease obligation amounted to $64,809 and is included in general and administrative expenses of the accompanying financial statements.
The following summarizes the weighted average remaining lease term and discount rate as of December 31, 2025.
| Weighted Average Remaining Lease Term | ||||
| Operating leases | 2.63 | |||
| Finance leases | 1.19 | |||
| Weighted Average Borrowing Rate | ||||
| Operating leases | 9.5 | % | ||
| Finance leases | 8.5 | % |
As most leases do not provide an implicit rate, the Company uses its incremental borrowing rate of 9.5% and 8.5% based on information available at the commencement date in determining the present value of lease payments.
The maturities of lease obligations as of December 31, 2025 were as follows:
| Year ending December 31: | ||||
| 2026 | $ | 259,033 | ||
| 2027 | 225,992 | |||
| 2028 | 203,365 | |||
| 2029 | 120,680 | |||
| Total lease payments | 809,069 | |||
| Less: interest | (118,703 | ) | ||
| Present value of lease obligations | $ | 690,366 |
F-14
ACME AtronOmatic Inc
Notes to Consolidated Financial Statements
For Years Ended to December 31, 2025 AND December 31, 2024
| 6. | DEBT |
Aspire Funding Loan
The Company entered into a loan agreement with Aspire Funding (lender) in May 2024. The original loan amount on the facility was $315,000 maturing in November 2024. The loan carries a fixed interest of $126,000 and the loan is to be repaid in 29 equal weekly installments of $15,225 which includes the principal and interest. In September, the Company reorganized the loan agreement with Aspire Funding, when the principal balance outstanding on the original loan was $127,206, for an extended facility amounting to $493,500 and the outstanding balance on the original loan was rolled into the new loan. The terms for the loan as adjusted are 30 weekly payments of $14,516. The principal outstanding balance on this facility as of December 31, 2025 and 2024 is $0 and $205,801, respectively.
Blade Funding Loan
The Company entered into a loan agreement with Blade Funding (lender) in September 2024. The original loan amount on the facility was $100,000 maturing in March 2025. The loan carries a fixed interest of $49,900 and the loan is to be repaid in 28 equal weekly installments of $5,353.58 which includes the principal and interest. The principal outstanding balance on this facility as of December 31, 2025 and 2024 is $0 and $56,800, respectively.
Mulligan Funding
The Company entered into a loan agreement with Mulligan Funding (lender) in the fiscal year 2021. The original loan amount on the facility was $400,000 maturing in September 2023. The loan carries a fixed interest of $96,000 and the loan is to be repaid in fifty (50) equal weekly installments of $9,841 which includes the principal and interest. In January 2023, the Company reorganized the loan agreement with Mulligan Funding, when the principal balance outstanding on the original loan was $221,215, for an extended facility amounting to $702,594 and the outstanding balance on the original loan was rolled into the new loan. The principal outstanding balance on this facility as of December 31, 2025 and 2024 is $0 and $104,131, respectively.
Forward Financing
The Company entered into a loan agreement with Forward Financing (lender) in June 2024. The original loan amount on the facility was $300,000 maturing in May 2025. The loan carried a fixed interest of $120,000 and is to be repaid in 48 equal weekly installments of $8,750 which includes the principal and interest. The principal outstanding balance on this facility as of December 31, 2025 and 2024 was $0 and $157,165, respectively.
In March 2025, the Company entered into a Forward Financing agreement to sell $670,000 in future accounts receivable for $500,000, maturing in March 2026. The loan carries a fixed interest of $170,000 and is to be repaid in 52 weekly installments of $12,885. The loan is secured through a lien on the accounts receivable of the Company and a personal guarantee from the Company’s CEO. The principal outstanding balance on this facility as of December 31, 2025 is $124,384.
Fundbox Loan
In March 2023, the Company entered into a forward financing agreement with Fundbox. The facility allows borrowing up to $73,000. Also, in April 2024, the Company entered into an agreement to sell $61,579 in future accounts receivable for $56,600. The loan has an imputed interest rate is 8.2% and is to be repaid in weekly payments of $3,065. The Company entered into several additional funding agreements over the year ending December 31, 2025, for a total of $292,409 in financing and is secured by the Company’s accounts receivable and matures in April 2026. The total outstanding balance as of December 31, 2025 and 2024, was $66,960 and $62,038 respectively.
F-15
ACME AtronOmatic Inc
Notes to Consolidated Financial Statements
For Years Ended to December 31, 2025 AND December 31, 2024
Intuit Loan
The Company entered into 4 loan agreements in August 2024 with Intuit Inc. The facility allows borrowing up to $45,000 in total. The loans carry an interest rate of 17% with monthly payments ranging from $785 - $1,722 The total outstanding balance as of December 31, 2025 and 2024 is $19,563 and $24,000 respectively.
Funding Breeze
In May 2025, the Company entered into a revenue purchase agreement with Funding Breeze for an initial loan amount of $200,000, less initiation fees of $8,000, maturing in January 2026. The loan calls for 35 weekly installments of $7,611 which includes principal and interest. The outstanding balance as of December 31, 2025 is $11,111.
Vehicle Loan
The Company entered into a loan agreement with JP Morgan Chase (lender) in March 2024 to purchase a vehicle in the amount of $91,786. The loan carries a fixed interest rate of 6.49% and the loan is to be repaid in 72 equal monthly installments of $1,547 which includes the principal and interest. The principal outstanding balance on this facility as of December 31, 2025 and 2024 is $68,639 and $83,820, respectively.
SBA Loan
The Company entered into a loan agreement with Small Business Administration (“SBA”) in fiscal year 2018. The original borrowing amount on the facility was $517,200 to be repaid over 120 month term. The initial 60 month term called for the interest rate to be fixed at the WSJ Prime Rate (Index) plus 2.5% with monthly installments of $6,139. The initial 60 month term expired as of December 31, 2023. For the remaining 60 month term, the loan carries a variable interest rate based on the prevailing index each month plus 2.25%. As of December 31, 2025, the interest rate was 9.25% and the monthly installment was $6,568, including interest and principle. As of December 31, 2024, the interest rate was 10% and the monthly installment was $6,730, including interest & principle. The principal balance outstanding as of December 31, 2025 and 2024 is $205,958 and $256,711, respectively. The loan will mature in 2028.
The summary of the future maturities of loans is as follows:
| Year ending December 31: | ||||
| 2026 | $ | 298,090 | ||
| 2027 | 84,108 | |||
| 2028 | 90,788 | |||
| 2029 | 17,526 | |||
| 2030 | 6,102 | |||
| Total notes payable | 496,615 | |||
| Less: SBA loan costs, net | (9,544 | ) | ||
| $ | 487,071 |
Lines of Credit
The Company entered into a Line of Credit agreement during fiscal year 2023. The credit facility allows borrowing up to $167,265. The interest rate is 1.85% plus draw fees of 1.6%. The total outstanding balance as of December 31, 2025 and 2024, was $0 and 101,851, respectively.
F-16
ACME AtronOmatic Inc
Notes to Consolidated Financial Statements
For Years Ended to December 31, 2025 AND December 31, 2024
| 7. | SHARE-BASED COMPENSATION |
The Company’s share-based compensation plans provide for granting incentive stock options to employees and consultants. On February 1, 2024, Acme AtronOmatic, Inc. granted to certain full-time employees an option to purchase shares of the Company’s stock at an exercise price $3 per share which is the estimated fair value of the stock on the date of grant. The employee options vest over 4 to 6 year service periods from the date of grant, and are exercisable from then through a period of ten years from the date of grant. Management anticipates the average term of the employee options will be five years.
Management has determined that it is not possible to reasonably estimate the grant-date fair value of the options because no new stock has been issued for several years and management has been unable to identify a similar public company to be used as a benchmark. Accordingly, the Company has accounted for the options using the calculated value method. Management considers the Dow Jones small cap food products index to be representative of the Company’s size and industry and has used the historical closing total return values of that index for the five years immediately prior to the date of grant to estimate volatility.
Using the Black-Scholes-Merton option pricing model, management has determined that the options issued in 2025 and 2024 have a value of $3.12 per share. Compensation cost will be recognized over the 4 to 6 year service period that began at the date of grant. For the years ended December 31, 2025 and 2024, the Company recognized $1,853,331 and $988,189, respectively, as compensation cost in the accompanying financial statements..
At December 31, 2025 and 2024, unrecognized compensation cost related to nonvested awards totaled $1,417,054. Of this amount, $384,276 and $386,147 will be recognized in 2026 and 2027, respectively. The weighted average period over which this remaining compensation cost will be recognized is 3 years.
The assumptions used and the calculated fair value of options granted to employees and nonemployees are as follows:
| 2025 | 2024 | |||||||
| Expected dividend yield | -0- | -0- | ||||||
| Risk-free interest rate | 4.26 | % | 4.26 | % | ||||
| Expected life in years | 10 | 10 | ||||||
| Expected volatility | 75.0 | % | 75.0 | % | ||||
| Weighted average fair value of options granted | $ | 3.12 | $ | 3.12 | ||||
The following is an analysis of employee options to purchase shares of the Company’s stock issued and outstanding:
| Number of Awards | Weighted Average Exercise Price | ||||||
| Total options outstanding, January 1, 2024 | - | - | |||||
| Granted February 1, 2024 | 1,637,492 | $ | 3.00 | ||||
| Exercised | - | - | |||||
| Expired/Forfeited | - | - | |||||
| Total options outstanding, December 31, 2024 | 1,637,492 | $ | 3.00 | ||||
| Granted | - | - | |||||
| Exercised | - | - | |||||
| Expired/Forfeited | (274,008 | ) | $ | 3.00 | |||
| Total options outstanding, December 31, 2025 | 1,363,484 | $ | 3.00 |
F-17
ACME AtronOmatic Inc
Notes to Consolidated Financial Statements
For Years Ended to December 31, 2025 AND December 31, 2024
Total options exercisable at December 31, 2025 and 2024 were 1,363,484 shares and 1,637,492 shares, respectively.
During 2025 and 2024, no shares were exercised. In accordance with Company policy, the company has reserved shares for issuance under the plan.
At December 31, 2025 and 2024 the Company recognized $1,853,331 and $988,190 in stock option compensation which is included in the accompanying financials statements.
| 8. | Income taxes |
The following table summarizes the significant differences between statutory rates for the years ended December 31, 2025 and 2024 as follows:
| 2025 | 2024 | |||||
| Statutory tax rate: | ||||||
| U.S. Federal | 21.00 | % | 21.00 | % | ||
| State taxes, net of federal benefit | 5.50 | % | 5.50 | % | ||
| Valuation allowance | -26.50 | % | -26.50 | % | ||
| 0.00 | % | 0.00 | % |
The provision for income taxes for the years ended December 31, 2025 and 2024 consisted of the following:
| 2025 | 2024 | |||||||
| Current | ||||||||
| Federal | $ | - | $ | - | ||||
| State | - | - | ||||||
| Total current | - | - | ||||||
| Deferred | ||||||||
| Federal | - | - | ||||||
| State | - | - | ||||||
| Total deferred | $ | - | $ | - |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts use for income tax purposes. For the years ended December 31, 2025 and 2024, the significant components of the deferred tax assets and liabilities are as follows:
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | $ | 1,802,324 | $ | 1,403,492 | ||||
| Accrual to cash adjustment | 711,391 | 134,432 | ||||||
| Total deferred tax assets: | 2,513,715 | 1,537,924 | ||||||
| Less: valuation allowance | (2,513,715 | ) | (1,537,924 | ) | ||||
| Total deferred tax assets | $ | - | $ | - | ||||
| Deferred tax liability: | ||||||||
| Fixed assets | $ | 14,636 | $ | 15,468 | ||||
| Less: Valuation allowance | (14,636 | ) | (15,468 | ) | ||||
| Total deferred tax liability | $ | - | $ | - | ||||
F-18
ACME AtronOmatic Inc
Notes to Consolidated Financial Statements
For Years Ended to December 31, 2025 AND December 31, 2024
The net deferred tax asset as of December 31, 2025 and 2024 principally relates to the net operating loss carryover, accrual to cash adjustment and differences in calculating depreciation for deferred tax liability, that cannot be considered as a source of income to recover the deferred tax asset.
The Company evaluates whether a valuation allowance should be established against the Company’s deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified. As of December 31, 2025 and 2024, a valuation allowance of $2,499,079 and $1,522,456 was recorded, respectively. Deferred tax assets were calculated using the Company’s combined effective tax rate, which it estimated to be 26.5%.
As of each reporting date, the Company considers new evidence, both positive and negative, that could impact its view with regard to the future realization of available deferred tax assets. As of the year ended December 31, 2025, the Company did not recognize an income tax benefit for any of its deferred tax assets, primarily related to net operating loss carry forwards, and accrual to cash adjustment, because the Company determined that sufficient negative evidence continued to exist to conclude it was uncertain that the Company would have sufficient future taxable income to utilize its deferred tax assets.
The Company includes interest and penalties related to uncertain tax positions within selling, general and administrative expense. As of December 31, 2025 and 2024, the Company had no unrecognized tax benefits that would significantly change in the next 12 months.
| 9. | Commitments and Contingencies |
| Contingencies |
The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations.
Litigation and Claims
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of December 31, 2025 and 2024, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations.
| 10. | SUBSEQUENT EVENTS |
The Company has evaluated subsequent events for the period from January 1, 2026 through April 20, 2026, which is the date the financial statements were available to be issued.
In March 2026, the Company entered into a loan agreement with Wells Fargo to purchase a vehicle in the amount of $119,621. The loan carries a fixed interest rate of 4.94% and the loan is to be repaid in 72 equal monthly installments of $1,927 which includes principal and interest. The loan is secured by a vehicle.
In April 2026, the Company entered into a Forward Financing agreement to sell $625,000 in future accounts receivable for $500,000, maturing in April 2027. The loan carries a fixed interest of $125,000 and is to be repaid in 52 weekly installments of $12,019. The loan is secured through a lien on the accounts receivable of the Company and a personal guarantee from the Company’s CEO.
As of April 20, 2026, the Company received proceeds from their crowdfunding campaign in the amount of $283,891, net of issuance costs.
In 2024, the Company formed ACME AtronOmatic IP Holdings, LLC (IP Holdings), a Florida limited liability company, owned 100% by the Company for the purpose of holding patents that had been applied for. In March of 2026, the Company transferred those patents to IP Holdings.
F-19
ITEM 8. INDEX TO EXHIBITS
* Filed as exhibits to the company’s Form 1-A (File No. 024-12445)
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ACME AtronOmatic, Inc. | ||
| By: | /s/ Andrew Green | |
| Name: | Andrew Green | |
| Title: | Chief Executive Officer | |
This annual report has been signed by the following persons in the capacities and on the dates indicated.
| /s/Andrew Green |
Andrew Green, Chief Executive Officer, principal
financial officer, principal accounting officer, and Director
Date: April 30, 2026