NOTE 15 - SUBSEQUENT EVENTS

In accordance with ASC 855-10, “Subsequent Events,” the Company evaluated subsequent events after June 30, 2026, through the date the consolidated financial statements were issued. Except as disclosed below, the Company did not identify any other subsequent events requiring recognition or disclosure in the consolidated financial statements.

On July 2, 2026, the Company established AEM Consulting (Shenzhen) Co., Ltd., a limited liability company in Shenzhen, China, wholly owned by Alpha Edge Media (Hong Kong) Limited. As of the date of these financial statements, there have been no transactions or other activities involving AEM Shenzhen that have affected the Company’s condensed consolidated financial statements. 

On July 10, 2026, the Board of Directors of the Company approved, by unanimous written consent, the grant of stock options to purchase an aggregate of 920,000 shares of the Company’s common stock under the Aether Holdings, Inc. 2024 Equity Incentive Plan, at an exercise price of $4.24 per share, to the Company’s executive officers, directors, employees and certain consultants, including incentive stock options and nonqualified stock options as applicable. The Board also ratified the filing and effectiveness of the Company’s Registration Statement on Form S-8 (File No. 333-296549), filed with the SEC on June 5, 2026, registering shares issuable under the Plan, including shares underlying the Option Grants. The Company is evaluating the resulting stock-based compensation expense and does not expect this event to require adjustment to the financial statements for the period covered by this Quarterly Report.

On July 17, 2026, the Company and its subsidiary, Aether Compute LLC, entered into definitive agreements with Virtual Grid Inc. (“Virtual Grid”), a related party establishing a strategic partnership and equity investment. Under an Exclusive White Label Supply and Distribution Agreement and a related FOMA license agreement, Aether Compute became Virtual Grid’s exclusive reseller for the AetherPod™ VG100 across ten Southeast Asian countries for an initial 10-year term (with a 10-year renewal option), with certain non-exclusive U.S. rights, subject to royalties of 6% (direct deployments) or an effective 3% (operator deployments) of gross compute revenue. Separately, the Company invested $360,000 in Virtual Grid via issuance of 82,606 shares of Company common stock, in exchange for 176,412 Virtual Grid Class A shares and a warrant for 176,412 additional shares (exercise price C$2.864692, expiring July 17, 2031), subject to a 12-month lock-up and down-round protection. The Company is evaluating the accounting treatment of this transaction and does not expect it to require adjustment to the financial statements for the period covered by this Quarterly Report.

On August 4, 2026, Aether Compute LLC, a wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement with Noviant Inc., a New York corporation, and its four selling stockholders, pursuant to which Aether Compute LLC acquired 60% of the fully diluted equity interests of Noviant for an aggregate purchase price of $3,600,000, consisting of $900,000 in cash and $2,700,000 in restricted shares of the Company’s common stock (based on the 20-day VWAP preceding closing). Of the cash consideration, $50,000 was placed into a working capital support account and $540,000 of the stock consideration was placed into an 18-month indemnity holdback, in each case pursuant to related escrow arrangements. Following the closing, the Company has the right to designate a majority of Noviant’s board of directors and retains various governance and transfer-restriction rights over the Sellers’ retained 40% interest.

The initial accounting for the acquisition is incomplete as of the date these condensed consolidated financial statements were available to be issued because the Company has not yet completed the valuation of the assets acquired, the liabilities assumed, the non-controlling interest, and the resulting goodwill. Accordingly, the Company is unable to present the provisional amounts of consideration transferred and of the identifiable assets and liabilities recognized at the acquisition date. The amounts recognized are provisional and may be adjusted during the measurement period, which will not exceed one year from the acquisition date, as the Company obtains the information necessary to identify and measure the acquisition-date fair values of the assets acquired and liabilities assumed.

On August 5, 2026, the Company entered into a Note Purchase Agreement with Streeterville Capital, LLC pursuant to which the Company issued a Secured Promissory Note in the original principal amount of $1,620,000, reflecting a purchase price of $1,500,000 after a $120,000 original issue discount. The note bears interest at 8% per annum, matures 18 months from the purchase price date, and is secured by substantially all of the Company’s assets, its intellectual property, and guaranties from the Company’s subsidiaries. This note is in addition to a prior secured note issued to the same investor on May 13, 2026 in the original principal amount of $3,240,000, and contains customary redemption rights, trigger/default provisions, and restrictive covenants (including limitations on additional liens and variable-rate financings) in favor of the investor. Accounting treatment for same is under evaluation and will be finalized and reflected in our Annual Report on Form 10-K for the fiscal year ending September 30, 2026.