NOTE 1 — DESCRIPTION OF BUSINESS AND ORGANIZATION

Aether Holdings, Inc. (“we,” “us,” “our,” the “Company,” or “Aether”) was incorporated pursuant to the Delaware General Corporation Law (“DGCL”) on August 15, 2023. The Company, acting through its primary operating subsidiary, Sundial Capital Research Inc. (“Sundial”), is principally engaged in providing proprietary research analytics, data, and tools for equity traders through its flagship platform, SentimenTrader.com (“SentimenTrader”).

The registration statement for the Company’s initial underwritten public offering (“IPO”) was declared effective on April 9, 2025. We consummated our IPO on April 11, 2025, with the issuance of 1,800,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a public offering price of $4.30 per share, generating gross proceeds of $7,740,000. In connection with the IPO, we granted the underwriters an over-allotment option to purchase up to 270,000 additional shares of Common Stock at the same public offering price (the “IPO Over-Allotment Option”). On April 16, 2025, the IPO Over-Allotment Option was fully exercised, resulting in additional gross proceeds of $1,161,000. With the full exercise of the IPO Over-Allotment Option, the total gross proceeds from the IPO amounted to $8,901,000, before deducting underwriting discounts, commissions, and offering expenses. Additionally, as partial compensation for their services, the Company issued warrants to purchase an aggregate of 144,900 shares of Common Stock to The Benchmark Company, LLC and Axiom Capital Management, Inc., as representatives of the several underwriters of the Company’s IPO.

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

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

On June 6, 2025, the Company formed a new subsidiary, Aether Labs, Inc. (“Aether Labs”), under the laws of the State of Delaware to act as the arm of the Company that focuses on innovation and research and development of its fintech ecosystem, with a focus on proprietary analytics and models driven by artificial intelligence (“AI”).

On October 14, 2025, the Company formed a new wholly owned subsidiary, 537 Greenwich LLC (“537 Greenwich”), under the laws of the State of Delaware. The subsidiary was established for the purpose of acquiring and holding office space in New York, which was purchased and is owned by 537 Greenwich.

On March 25, 2026, Aether Labs and OorTech Inc. (“Oort”) formed Aether DataHub, LLC (“AetherHub”), a Delaware limited liability company, as a joint venture to develop and commercialize the “AetherHub Platform,” a white-labeled deployment of Oort’s proprietary DataHub technology, for use exclusively in the field of financial media and financial education data labeling and annotation services. AetherHub had no transactions during the three months ended June 30, 2026, and AetherHub did not have a material impact on the Company’s consolidated financial position or results of operations for the period then ended.

In March 2026, the Company also entered into a Technology License and Services Agreement with Oort, pursuant to which Oort granted the Company a worldwide, royalty-free, exclusive license, to host, operate, and commercialize Oort’s DataHub technology as a white-labelled platform. Oort is also obligated to provide software development, customization, maintenance, and support services necessary for the deployment and operation of the AetherHub platform. Intellectual property developed specifically for the AetherHub Platform is assigned to AetherHub, while Oort retains ownership of its underlying platform technology and general-purpose enhancements. No license fees or service fees are payable under the agreement, as Oort’s equity ownership interest constitutes its sole consideration. No amounts were recognized in the accompanying condensed consolidated financial statements related to this agreement for the three and nine month period ended June 30, 2026, as the Company had not commenced operations.

The Company has also entered into an intellectual property option agreement (the “IP Option Agreement”) with Oort pursuant to which it may acquire certain underlying intellectual property, as described in Note 14.

On May 29, 2026, the Company incorporated Alpha Edge Media (Hong Kong) Limited, a wholly owned subsidiary of Alpha Edge Media, Inc, under the laws of Hong Kong, to support the Company’s expanding newsletter business. As of the reporting date, the subsidiary had not commenced material operations and its incorporation did not have a material impact on the Company’s consolidated financial statements.

On June 15, 2026, the Company incorporated a new subsidiary, Aether Compute LLC. (“Aether Compute”), under the laws of the State of Delaware to resell modular compute-and-energy pods.

Subsequent to the period ended June 30, 2026, on August 4, 2026, Aether Compute acquired sixty percent (60%) of the fully diluted equity interests of Noviant Inc. (“Noviant”), a New York corporation, from its four selling stockholders, for aggregate consideration of $3,600,000, consisting of $900,000 in cash and $2,700,000 in restricted shares of Common Stock. Following the closing, the Company has the right to designate a majority of Noviant’s board of directors. See Note 15 for additional information regarding this transaction.

The following table sets forth information concerning the Company and its wholly-owned subsidiaries and AetherHub as of June 30, 2026:

  SCHEDULE OF SUBSIDIARY