UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period
ended
For the transition period from __________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
+1 (
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
As of September 18, 2026, there were shares of common stock, $0.0001 par value, outstanding, consisting of 4,000,000 shares held by the founders and 9,425,000 shares issued in the Company’s registered offering.
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION | 3 |
| Item 1. | Financial Statements | 3 |
| Balance Sheet as at June 30, 2026 (Unaudited) | 3 | |
| Statement of Operations for the Three Months ended June 30, 2026 (Unaudited) | 4 | |
| Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months ended June 30, 2026 (Unaudited) | 5 | |
| Statement of Cash Flows for the Three Months ended June 30, 2026 (Unaudited) | 6 | |
| Notes to Unaudited Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis | 10 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 10 |
| Item 4. | Controls and Procedures | 10 |
| PART II. | OTHER INFORMATION | 11 |
| Item 1. | Legal Proceedings | 11 |
| Item 1A. | Risk Factors | 11 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 11 |
| Item 3. | Defaults Upon Senior Securities | 11 |
| Item 4. | Mine Safety Disclosures | 11 |
| Item 5. | Other Information | 11 |
| Item 6. | Exhibits | 12 |
| Signatures | 13 |
| 2 |
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
SPIN AI INC.
BALANCE SHEETS
(Unaudited)
| June 30, 2026 | March 31, 2026 | |||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total current assets | ||||||||
| Non-Current Assets | ||||||||
| Deferred offering costs | ||||||||
| Intangible assets, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Deferred revenue | $ | $ | ||||||
| Total current liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Note payable — Founder Loan Facility, related party | ||||||||
| Notes payable — related party, net of discount | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, par; authorized; issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| 3 |
SPIN AI INC.
STATEMENT OF OPERATIONS
(Unaudited)
Three months ended June 30, 2026 (no comparative period — the Company was incorporated March 18, 2026)
| For the Three Months Ended June 30, 2026 | ||||
| Revenue — subscription services | $ | |||
| Operating expenses | ||||
| Audit fees | ||||
| Amortization of intangible assets | ||||
| General and administrative | ||||
| Total operating expenses | ||||
| Loss from operations | ( | ) | ||
| Other Expense | ||||
| Interest expense — imputed, related party | ( | ) | ||
| Total Other Expense | ( | ) | ||
| Loss before income taxes | ( | ) | ||
| Income tax expense | ||||
| NET LOSS | $ | ( | ) | |
| Net loss per share — basic and diluted | $ | ) | ||
| Weighted average shares outstanding | ||||
The accompanying notes are an integral part of these financial statements.
| 4 |
SPIN AI INC.
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the Three Months Ended June 30, 2026
(Unaudited)
| Common Stock | Accumulated | Total Stockholders’ | ||||||||||||||||||
| Description | Shares | Amount | APIC | Deficit | Equity (Deficit) | |||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Deemed capital contribution — imputed interest on Founder Loan Facility (Note 4) | – | |||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
SPIN AI INC.
STATEMENT OF CASH FLOWS
(Unaudited)
| For the Three Months Ended June 30, 2026 | ||||
| OPERATING ACTIVITIES | ||||
| Net loss | $ | ( | ) | |
| Amortization of intangible assets | ||||
| Imputed interest — non-cash | ||||
| Audit fees paid by related party on the Company’s behalf (Founder Loan Facility) | ||||
| Changes in operating assets and liabilities: | ||||
| Increase in deferred revenue | ||||
| Net cash provided by operating activities | ||||
| INVESTING ACTIVITIES | ||||
| FINANCING ACTIVITIES | ||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | ||||
| Cash and cash equivalents, beginning of period | ||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | |||
| Supplemental non-cash disclosure: | ||||
| Deferred offering costs funded by related-party direct payment (Founder Loan Facility) | $ | |||
| Audit fees funded by related-party direct payment (Founder Loan Facility) | $ | |||
The accompanying notes are an integral part of these financial statements.
| 6 |
SPIN AI INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1 — Organization
Spin AI Inc. (Wyoming, incorporated March 18, 2026) operates the SPIN AI academic-intelligence SaaS platform, commercially launched June 7, 2026. The Company’s Registration Statement on Form S-1 was declared effective by the SEC on August 6, 2026 (subsequent event — Note 8). Fiscal year ends March 31.
Note 2 — Basis of Presentation
Unaudited interim financial statements prepared under U.S. GAAP and Article 8 of Regulation S-X; all normal recurring adjustments included. No comparative prior-year quarter is presented because the Company was incorporated March 18, 2026. Results for the interim period are not necessarily indicative of full-year results. Read together with the audited financial statements for the period ended March 31, 2026 included in the Company’s Form S-1.
Note 3 — Cash
Cash and cash equivalents of $
The Company opened the JPMorgan Chase Bank, N.A.
account on June 10, 2026. The account was opened with no initial deposit, and all five customer subscription remittances received during
the quarter, totaling $
The $
Subsequent to the balance sheet date the Company changed its principal operating account; see Note 8(e).
Note 4 — Related-Party Notes
(a) Promissory Note PN-2026-001. Face $
(b) Founder Loan Facility. $
Note 5 — Revenue and Deferred Revenue
The Company recognizes subscription revenue over time, ratably over each monthly service period (ASC 606). Five Operator-tier subscription agreements commenced during the quarter:
| Subscriber | Commenced | First-month billing | Revenue recognized (Q1) | Deferred at 6/30/26 | ||||||||||
| Theodorus | June 16, 2026 | $ | $ | $ | ||||||||||
| Vsquared Ventures | June 17, 2026 | |||||||||||||
| Wilbe | June 18, 2026 | |||||||||||||
| Cambridge Innovation Capital PLC | June 26, 2026 | |||||||||||||
| University2Ventures GmbH | June 26, 2026 | |||||||||||||
| Total | $ | $ | $ | |||||||||||
Proration uses a 30-day service-month convention
measured from each commencement date. The Cambridge Innovation Capital PLC and University2Ventures GmbH agreements originally provided
for November 1, 2026 commencement; the parties mutually agreed in June 2026 to advance commencement to June 26, 2026 and to price each
subscription at the standard Operator rate of $
| 7 |
Note 6 — Intangible Assets
IP portfolio carried at $
Note 7 — Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern.
At June 30, 2026 the Company had an accumulated
deficit of $
Subsequent to quarter end, the Company’s Registration
Statement was declared effective and the Company received gross proceeds of $
Management has nonetheless concluded that substantial
doubt is not alleviated as of the date these financial statements are issued. The Company has a limited operating history and no history
of profitable operations; five subscribers represent
The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts, or to the amounts and classification of liabilities, that might result should the Company be unable to continue as a going concern.
Note 8 — Subsequent Events
Evaluated through the filing date.
(a) The Company’s Registration Statement on Form S-1 was declared effective August 6, 2026 and the offering of up to 10,000,000 shares of common stock at $0.01 per share commenced. Between August 11, 2026 and September 18, 2026 the Company accepted subscriptions from 54 investors for an aggregate of 9,425,000 shares, representing gross proceeds of $94,250, all at the $0.01 registered price. No subscriptions were accepted and no proceeds were received prior to August 6, 2026. 575,000 shares remain unsold and the offering remains open until the earlier of the sale of all shares offered or twelve months from the effective date. Offering proceeds are held in the Company’s operating account described in (e) below.
(b) All five subscription agreements continued in force following quarter end. Monthly billings of $7,453 were issued and collected in full in each of July and August 2026, and $4,455 had been billed and collected in September 2026 through the date of this report, with the remaining September billings due later in the month. No subscriber cancelled, downgraded, or failed to pay. Operating disbursements from the Company’s operating account totalled $829 in July, $941 in August and $924 in September through the date of this report, consisting principally of platform hosting, model-inference and software subscription costs.
| 8 |
(c) No further amounts were drawn under the Founder Loan Facility following June 30, 2026; the balance outstanding remains $4,750 with $95,250 available.
(d) The Company has not yet filed its U.S. federal income tax return on Form 1120 for the tax year ended March 31, 2026, which was due July 15, 2026, or the related Form 5472 information return in respect of transactions with its 75% foreign shareholder. No tax was due for that period, and the late-filing penalty on the Form 1120 is therefore nil. The Form 5472 carries a statutory penalty of $25,000 under IRC §6038A(d) if not filed. No penalty has been assessed or proposed, and the Company intends to file voluntarily with a request for relief on reasonable-cause grounds, which it believes is available. Because assessment is not probable and no amount has been assessed, no liability has been recorded; a loss of up to $25,000 is reasonably possible.
(e) On July 1, 2026 the Company opened a business deposit account through Bluevine, a financial technology company (banking services provided by Coastal Community Bank, Member FDIC), and designated it the Company’s principal operating account. On July 1, 2026 the balance of $7,453 held at JPMorgan Chase Bank, N.A. was transferred to that account, and was credited on July 2, 2026. The JPMorgan Chase Bank, N.A. account was thereafter maintained at a nil balance and was closed on August 31, 2026. From July 1, 2026 the Company’s customer subscription receipts and operating disbursements have been received into and paid from the Bluevine account. At the effective date of the Registration Statement the Company intended to receive proceeds of the offering into its account at JPMorgan Chase Bank, N.A., as described in the Prospectus. In August 2026, following the effective date, the Company determined instead to receive offering proceeds into the Bluevine account, and offering proceeds have been received into that account. The Form of Subscription Agreement filed as an exhibit to the Registration Statement identifies the JPMorgan Chase Bank, N.A. account; current payment instructions are furnished to each subscriber together with the subscription agreement.
(f) In September 2026 the $365 of physical currency described in Note 3 was deposited to the Bluevine account on September 11, 2026. No cash was held outside a depository institution as of the date of this report.
Note 9 — Deferred Offering Costs
$
| 9 |
Item 2. Management’s Discussion and Analysis
Recent developments
Commercial launch June 7, 2026; corporate bank account at JPMorgan Chase Bank, N.A. opened June 10, 2026; five subscription agreements commenced June 16–26, 2026 (including Cambridge Innovation Capital PLC and University2Ventures GmbH, whose commencement the parties advanced from November 1, 2026 to June 26, 2026); Registration Statement effective August 6, 2026.
Results of operations
First quarter of commercial operations. Revenue $2,607 from five subscribers, all commencing mid-to-late June (partial month). At current contract terms, aggregate monthly billings are approximately $7,453 ($89,436 annualized), before the Wilbe seat-ramp escalations and before Theodorus discount roll-off in year two. Operating expenses of $5,356 were dominated by the completed stub-period audit ($2,500) and IP amortization ($2,856), which is non-cash.
Liquidity
Cash $7,818 at June 30, 2026 versus $365 at March 31, 2026, reflecting $7,453 of subscription collections. All third-party obligations during the quarter were funded by direct Lender payments under the Founder Loan Facility ($4,750 drawn; $95,250 available, discretionary). The offering (up to $100,000 gross) became available August 6, 2026. On July 1, 2026 the Company opened a business deposit account through Bluevine and designated it the principal operating account, transferring the Chase balance of $7,453 on July 1, 2026; that account was subsequently closed. See Note 8(e). All subsequent receipts and disbursements, including offering proceeds, have flowed through that account. Going-concern doubt persists — see Note 7.
Off-balance-sheet arrangements
None.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required — smaller reporting company.
Item 4. Controls and Procedures
Management, with the participation of the PEO (Mr. Murad) and PFO (Mr. Muller), evaluated disclosure controls and procedures as of June 30, 2026 and concluded they are not effective, due to the material weaknesses described in Note 10 to the audited financial statements for the period ended March 31, 2026 included in the Company’s Registration Statement on Form S-1 (no segregation of duties, no independent review function, no documented entity-level or IT general controls, no audit committee).
Changes during the quarter: the Company opened a corporate bank account at JPMorgan Chase Bank, N.A. on June 10, 2026, which improved cash-custody controls; this constitutes a change in ICFR reasonably likely to materially affect ICFR. Subsequent to the quarter the Company moved its principal operating account and deposited the remaining cash held outside a depository institution; see Note 8(e) and 8(f). Remediation otherwise remains as described in the Form S-1.
| 10 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
The following risk factor supersedes the risk factor in our Registration Statement on Form S-1 (Reg. No. 333-296960) captioned “Two of our subscription agreements do not commence until November 1, 2026 and may never generate revenue”: All five of our subscription agreements commenced only recently, and any subscriber may terminate or decline to renew. Our five subscription agreements commenced between June 16, 2026 and June 26, 2026, and we have a very limited operating history under each of them. Our customer base is highly concentrated — five subscribers represent 100% of our revenue. The loss of, or non-payment by, any subscriber would materially reduce our revenue and could adversely affect our ability to continue as a going concern. Other than the foregoing, there have been no material changes to the risk factors disclosed in the Registration Statement.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of equity securities during the quarter ended June 30, 2026.
Use of proceeds (Item 701(f)).
The Company’s Registration Statement on Form S-1 (Reg. No. 333-296960), covering 10,000,000 shares of common stock at an aggregate offering price of $100,000, was declared effective August 6, 2026. The offering is self-underwritten; there is no underwriter, no escrow and no minimum. From the effective date through September 18, 2026 the Company sold 9,425,000 shares for gross proceeds of $94,250. Expenses incurred in connection with the offering through that date were approximately $2,250, none of which was paid directly or indirectly to any director, officer, or affiliate of the Company or to any 10% holder. Net offering proceeds were therefore approximately $92,000. Through the date of this report the Company had applied an immaterial portion of the net proceeds to general working capital, principally platform hosting, model-inference and software subscription costs. Substantially all of the net proceeds are held in the Company’s operating account pending application to the purposes described in the Prospectus. The offering has not terminated; 575,000 registered shares remain unsold.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
No director
or officer
| 11 |
Item 6. Exhibits.
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and included in exhibit 101). |
_____________
* Filed herewith
| 12 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SPIN AI INC. | ||
| Date: September 21, 2026 | By: | /s/ Katizie Murad |
| President and Director | ||
| (Principal Executive Officer) | ||
| Date: September 21, 2026 | By: | /s/ Nevio Muller |
| Treasurer, Secretary and Director | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
| 13 |