EXHIBIT 99.2

PN SMART ENERGY LTD.

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

PN SMART ENERGY LTD.

UNAUDITED CONSOLIDATED BALANCE SHEETS

EXPRESS IN U.S. DOLLARS, EXCEPT FOR SHARE AND PER SHARE DATA,

OR OTHERWISE NOTED

* These financial statements are as of March 31, 2026. The Company effected a reverse share split with an exchange ratio of one new share for every twenty old shares on April 13, 2026. All share quantities and per-share data presented in the financial statements have been retroactively restated to reflect the impact of the reverse split.

The accompanying notes are an integral part of these consolidated financial statements.

PN SMART ENERGY LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

FOR THE SIX MONTHS ENDED MARCH 31, 2026, AND 2025

EXPRESS IN U.S. DOLLARS, EXCEPT FOR SHARE AND PER SHARE DATA,

OR OTHERWISE NOTED 

The accompanying notes are an integral part of these consolidated financial statements

PN SMART ENERGY LTD. UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED MARCH 31, 2026

EXPRESS IN U.S. DOLLARS, EXCEPT FOR SHARE AND PER SHARE DATA,

OR OTHERWISE NOTED

The accompanying notes are an integral part of these consolidated financial statements.

PN SMART ENERGY LTD. UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED MARCH 31, 2025

EXPRESS IN U.S. DOLLARS, EXCEPT FOR SHARE AND PER SHARE DATA,

OR OTHERWISE NOTED

The accompanying notes are an integral part of these consolidated financial statements.

PN SMART ENERGY LTD.

 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED MARCH 31, 2026, AND 2025

EXPRESS IN U.S. DOLLARS, EXCEPT FOR SHARE AND PER SHARE DATA,

OR OTHERWISE NOTED

The accompanying notes are an integral part of these consolidated financial statements.

PN SMART ENERGY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Nature of Operations

PN SMART ENERGY LTD. (Formerly “SKYCORP SOLAR GROUP LTD.”) （the “Company” or “PN Smart Energy”) was incorporated as an exempted holding company under the laws of the Cayman Islands on January 19, 2022. PN Smart Energy does not conduct any substantive operations on its own, but instead conducts its business operations through its wholly-owned subsidiary in the People’s Republic of China (the “PRC”) and the subsidiaries of such entity. PN Smart Energy and its subsidiaries are hereinafter collectively referred to as “the Company.” PN Smart Energy designs, develops, manufactures and sells solar PV products and solar power system solutions service, through its indirectly wholly-owned subsidiary, Ningbo Skycorp, and subsidiaries, Zhejiang Pntech and Ningbo Pntech. PN Smart Energy also provides High-Performance Computing (“HPC”) products, through its indirectly wholly-owned subsidiaries, Ningbo Dcloud Information and Zhejiang Skycorp.

Corporate Structure

PN Smart Energy Ltd. is a limited liability company incorporated under the laws of the Cayman Islands on January 19, 2022.

Skycorp Digital Limited is a limited liability company incorporated on February 16, 2022 under the laws of the BVI and a wholly owned subsidiary of PN Smart Energy Ltd.

PN Skycorp Solar Limited is a limited liability company incorporated on April 24, 2025 under the laws of the USA and a wholly owned subsidiary of Skycorp Digital Limited.

PN Solar Solutions Limited is a limited liability company incorporated on May 15, 2025 under the laws of the USA and a wholly owned subsidiary of PN Skycorp Solar Limited.

GreenHash Limited is a limited liability company incorporated on March 30, 2022 under the laws of the Hong Kong and a wholly owned subsidiary of Skycorp Digital Limited.

Ningbo eZsolar Co., Ltd. (“WFOE”) is a limited liability company incorporated on June 29, 2023 under the laws of the PRC and a wholly owned subsidiary of GreenHash Limited.

Nanjing Skycorp Consulting Co., Ltd. (“WFOE”, former name is Guangzhou Skycorp Consulting Co., Ltd) is a limited liability company incorporated on July 14, 2020 under the laws of the PRC and a wholly owned subsidiary of GreenHash Limited.

Ningbo Skycorp Solar Co., Ltd. is a limited liability company incorporated on April 26, 2011 under the laws of the PRC with 49% equity interest owned by Ningbo eZsolar Co., Ltd. and 51% equity interest owned by Nanjing Skycorp Consulting Co., Ltd.

Nanjing Skycorp Solar Co., Ltd. is a limited liability company incorporated on July 21, 2025 under the laws of the PRC with 49% equity interest owned by Ningbo eZsolar Co., Ltd. and 51% equity interest owned by Nanjing Skycorp Consulting Co., Ltd.

Ningbo Skycorp Electric Power Development Co., Ltd is a limited liability company incorporated on September 3, 2025 under the laws of the PRC and a wholly owned subsidiary of Ningbo eZsolar Co., Ltd.

Ningbo Dcloud Information Technology Co., Ltd. is a limited liability company incorporated on July 27, 2015 under the laws of the PRC and a wholly owned subsidiary of Ningbo Skycorp Solar Co., Ltd.

Zhejiang Skycorp New Energy Co., Ltd. is a limited liability company incorporated on April 23, 2015 under the laws of the PRC and a wholly owned subsidiary of Ningbo Skycorp Solar Co., Ltd.

Zhejiang Pntech Technology Co., Ltd. is a limited liability company incorporated on April 26, 2021 under the laws of the PRC and with 65% equity interest owned by Ningbo Skycorp Solar Co., Ltd.

Ningbo Pntech New Energy Co., Ltd. is a limited liability company incorporated on April 22, 2011 under the laws of the PRC and with 75% equity interest owned by Ningbo Skycorp Solar Co., Ltd.

Pntech (Shaoxing) New Energy Co., Ltd is a limited liability company incorporated on June 27, 2024 under the laws of the PRC with 49% equity interest owned by Zhejiang Skycorp New Energy Co., Ltd. and 51% equity interest owned by Zhejiang Pntech Technology Co., Ltd.

Ningbo Zhuoxing Logistics Co., Ltd. is a limited liability company incorporated on April 16, 2025 under the laws of the PRC and with 60% equity interest owned by Ningbo Skycorp Solar Co., Ltd.

Ningbo Yijiaren New Energy Co., Ltd. is a limited liability company incorporated on April 26, 2021 under the laws of the PRC and wholly owned subsidiary of Ningbo Skycorp Solar Co., Ltd.

Nanjing Skycorp Trading Co., Ltd is a limited liability company incorporated on May 23, 2025 under the laws of the PRC and 90% equity interest owned by Nanjing Skycorp Solar Co., Ltd.

Hangzhou Yunwei Energy Technology Co., Ltd is a limited liability company incorporated on August 15, 2025 under the laws of the PRC and wholly owned subsidiary of Ningbo Skycorp Electric Power Development Co., Ltd.

Hangzhou Lin' an Xisheng New Energy Co., Ltd is a limited liability company incorporated on September 24, 2025 under the laws of the PRC and wholly owned subsidiary of Ningbo Skycorp Electric Power Development Co., Ltd.

Jiaxing Lvxi Energy Development Co., Ltd is a limited liability company incorporated on September 26, 2025 under the laws of the PRC and wholly owned subsidiary of Ningbo Skycorp Electric Power Development Co., Ltd.

Nanjing Skycorp Metal Technology Co., Ltd is a limited liability company incorporated on August 7, 2025 under the laws of the PRC and 60% equity interest owned by Nanjing Skycorp Trading Co., Ltd.

Details of the Company and its subsidiaries (together the “Company”) are set out in the table as follows:

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

As reported in the accompanying consolidated financial statements, the Company had negative cash flows from operating activities of US$ 6.46 and recorded a net loss of US$ 7.14 million during the six months ended March 31, 2026.

The Company has a plan of operations and acknowledges that its plan of operations may not result in generating positive working capital in the near future. To meet the cash requirements for the next 12 months from the issuance date of this report, the Company is undertaking a combination of the remediation plans:

Management has taken certain steps to address these concerns, including: (i) In response to an approximate 12.5% price hike in copper, the Company intends to conduct targeted product research and development and diversify its supplier base to mitigate raw material price volatility and reduce overall operating costs, (ii) Management is actively exploring alternative financing solutions, including new credit facilities, debt maturity extensions and potential equity offerings to maintain sufficient liquidity for daily operations and scheduled debt repayments, and (iii) The Company plans to expand its solar power station development and operation business to generate recurring stable revenue streams and improve consolidated profitability.

The Company will be able to support its continuous operations and to meet its payment obligations as and when liabilities fall due within the next twelve months from the unaudited consolidated balance sheet date and the date of consolidated financial statements for the financial year ended March 31, 2026. Accordingly, the Company’s consolidated financial statements are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they fall due. In the event the Company will not be able to continue as a going concern, adjustments will have to be made to reflect the situation that assets will need to be realized other than in the amounts at which they are currently recorded in the unaudited consolidated balance sheet. In addition, the Company may have to provide for further liabilities that might arise and to reclassify non-current assets and liabilities as current assets and liabilities.

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period and accompanying notes, including allowance for doubtful accounts, lower of cost and net realizable value of inventory, the useful lives of property and equipment, and long-lived assets, valuation allowance for deferred tax assets and uncertain tax opinions. Actual results could differ from those estimates. 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities Exchange Commission (“SEC”).

The consolidated financial statements include the financial statements of the Company and its subsidiaries. A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the meetings of the board of directors or to govern the financial and operating activities. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date on that control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealized gains on transactions between Company entities are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company. The consolidation of all entities has been accounted for in accordance with ASC 810.

The reporting currency of the Company is the U.S. dollar (“$”). The functional currency of subsidiaries located in China is the Chinese Renminbi (“RMB”), the functional currency of subsidiaries located in Hong Kong is the Hong Kong dollars (“HK$”). For the entities whose functional currency is the RMB, and HK$, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments are reported as foreign currency translation adjustment and are shown as a separate component of other comprehensive loss in the Consolidated Statements of Operations and Comprehensive Income.

Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

The Company’s assets and liabilities are translated into United States dollars from RMB at year-end exchange rates, and its revenues and expenses are translated at the average exchange rate during the year. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

The RMB is not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions.

The Company applies Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements.

ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.

ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

The carrying amounts of the Company’s financial instruments approximate their fair values because of their short-term nature. The Company’s financial instruments include cash and cash equivalents, accounts receivable, due from related parties, Prepaid expenses and other current assets, due to related parties, accounts payable and other payables, and tax payables.

Cash and cash equivalents consist of cash on hand, bank deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and have insignificant risk of changes in value related to changes in interest rates and have original maturities of three months or less when purchased.

Banker’s acceptances and time deposits that are restricted as to withdrawal for use or pledged as security are reported as restricted cash. Restricted cash is classified into current and non-current based on the length of restricted period. The Company’s restricted cash primarily represents banker’s acceptances.

Accounts receivables are stated at the original amount less an allowance for doubtful receivables, if any, based on a review of all outstanding amounts at period end. An allowance is also made when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. The Company analyzes the aging of the customer accounts, coverage of credit insurance, customer concentrations, customer credit-worthiness, historical and current economic trends and changes in its customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts.

Notes receivable, net represent short-term notes receivable issued by reputable financial institutions entitle the Company to receive the full-face amount from the financial institutions at maturity, which generally range from one to twelve months from the date of issuance.

The Company adopted ASU 2016-13 Financial Instruments — Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments, which replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, including accounts receivable. After the Company’s assessment of CECL, no material difference was found comparing to the amount recorded in accordance with the previous method.

The Company accounts for its digital assets, which are comprised solely of ETH, as indefinite-lived intangible assets in accordance with ASC 350-60, Intangibles—Goodwill and Other-Crypto Assets. The Company’s digital assets are initially recorded at cost. ETH assets are measured at fair value as of each reporting period. The Company determines the fair value of its ETH in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices, the active exchange that the Company has determined is its principal market for ETH (Level 1 inputs). Changes in fair value are recognized as incurred in the Company’s Consolidated Statements of Operations, within “Unrealized loss on digital assets”, within operating expenses in the Company’s Consolidated Statement of Operations.

Inventories, primarily consisting of (1) assembly items, such as PV cable, PV connectors and accessories, etc.; (2) trading goods for sales, including servers and PV cables, etc.; and (3) parts, mainly refers to raw materials for solar PV products. They are stated at the lower of cost or net realizable value. The Company applies the weighted average cost method to its inventory. Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, the inventories are written down to net realizable value.

Prepaid expenses and other current assets primarily consist of prepayments made to vendors and services providers for future services that have not been provided, employee advances, other receivables from third parties. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. As of March 31, 2026, and September 30, 2025, management believes that the Company’s other current assets are not impaired.

The equity method of accounting for investments when we have significant influence, but not controlling interest in the investee. Judgment regarding the level of influence over each equity method investment includes key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions, operational decision-making authority, and material intercompany transactions. Under this method of accounting, our proportionate share of the net income (loss) resulting from these investments is reported in “Loss on equity investments” in the consolidated statements of operations since the activities of the investees are closely aligned with, and a critical part of, our operations. The carrying value of our equity method investments is reported as “Equity method investments” in our consolidated balance sheets. For all equity method investments, we record our share of an investee’s income or loss on every year. We evaluate material events occurring during the year to determine whether the effects of such events should be disclosed in our financial statements. We classify distributions received from equity method investments using the cumulative earnings approach on our consolidated statements of cash flows. A change in our proportionate share of an investee’s equity resulting from issuance of common shares or in-substance common shares by the investee to third parties is recorded as a gain or loss in our consolidated statements of operations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 323, “Investments-Equity Method and Joint Ventures” (Subtopic 10-40-1). We assess investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If the decline in value is considered to be other than temporary, the investment is written down to its estimated fair value, which establishes a new cost basis in the investment. We did not record any such impairment charges for any periods presented.

Property and equipment are stated at cost less accumulated depreciation and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income/loss in the year of disposition. The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

The depreciation of property and equipment is calculated using the straight-line method over their estimated useful lives, as follows:

The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Intangible assets are carried at cost less accumulated amortization and impairment, if any, Intangible assets are amortized using straight-line method over the estimated economic useful lives of the assets. The useful lives are based on the Company’s historical experience with similar assets and take into account the anticipated technological changes. The amortization expenses are recorded in general and administrative expenses depending upon the nature of activities.

The Company reviews the estimated useful lives of assets annually to determine the amount of amortization expense to be recorded during any financial year. The amortization expense for future periods is adjusted if there are significant changes from previous estimates. Estimated useful lives of intangible assets are as follows:

The Company’s intangible assets with definite useful lives primarily consist of patent rights. The Company typically amortizes its intangible assets with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives of ten years or twenty years. In accordance with Article 42 of the Patent Law of the people’s Republic of China, management clearly confirm that the term of patent right for utility model and design patent is 10 years.

Impairment of Long-Lived Assets

Long-lived assets including property and equipment, right of use assets, intangible assets and other non-current assets other than goodwill are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for long-lived assets that management expects to hold or use is based on the amount by which the carrying value exceeds the fair value of the asset. Judgment is used in estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of the long-lived assets’ fair value. There were no impairment losses on long-lived for the years ended March 31, 2026, and September 30, 2025.

The Company adopted ASC 842, “Leases” (“ASC 842”) on January 1, 2019, using the modified retrospective transition method through a cumulative-effect adjustment in the period of adoption rather than retrospectively adjusting prior periods and the package of practical expedient. The Company categorized leases with contractual terms longer than twelve months as either operating or finance lease.

Right-of-use (“ROU”) assets represent the Company’s rights to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term, reduced by lease incentives received, plus any initial direct costs, using the discount rate for the lease at the commencement date. If the implicit rate in lease is not readily determinable for the Company’s operating leases, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company elected not to separate non-lease components from lease components; therefore, it will account for lease components and the non-lease components as a single lease component when there is only one vendor in the lease contract for the office leases. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the lease liability calculation. Variable lease payments mainly include costs related to certain IDC facilities leases which are determined based on actual number of usages. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments is incurred.

For operating leases, lease expense is recognized on a straight-line basis over the lease term. For finance leases, lease expense is recognized as depreciation on a straight-line basis over the lease term and interest using the effective interest method.

Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term. There was no impairment for operating right-of-use lease assets as of March 31, 2026, and September 30, 2025.

Borrowings are initially recognized at fair value, net of upfront fees incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method.

The Company’s subsidiaries established in the PRC are required to make appropriations to certain non-distributable reserve funds.

In accordance with the laws applicable to the foreign invested enterprises established in the PRC, the Company’s subsidiaries registered as wholly foreign owned enterprises have to make appropriations from their after-tax profits (as determined under generally accepted accounting principles in the PRC (“PRC GAAP”) to non-distributable reserve funds including general reserve fund, enterprise expansion fund and staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of the registered capital of the Company.

In addition, in accordance with the PRC Company Law, the Company’s subsidiaries, registered as Chinese domestic companies, must make appropriations from their after-tax profits as determined under the PRC GAAP to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the Company. Appropriation to the discretionary surplus fund is made at the discretion of the Company.

As of March 31, 2026, and September 30, 2025, appropriation of $212,009 and $138,408 were made to the statutory surplus fund by the Company.

The Company follows the rules and guidance set out under ASC 606, Revenue from Contracts with Customers (“ASC 606”) for revenue recognition. The core principle of ASC 606 requires an entity to recognize revenues to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In according with ASC 606, revenues are recognized when the Company satisfies the performance obligations by delivering the promised services to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the Company satisfies a performance obligation.

Revenue is measured at the fair value of the consideration received or receivable for the sales of products and services in the ordinary course of the Company’s activities.

When another party is involved in providing goods or services to a customer, the Company determines whether the nature of its promise is a performance obligation to provide the specified services itself (i.e. the Company is a principal) or to arrange for those services to be provided by the other party (i.e. the Company is an agent).

The Company is a principal if it controls the specified services before those services are transferred to a customer. The Company is an agent if its performance obligation is to arrange for the provision of the specified services by another party. In this case, the Company does not control the specified services provided by another party before those services are transferred to the customer. When the Company acts as an agent, it recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified services to be provided by the other party. This evaluation is performed separately for each performance obligation identified. For the year ended March 31, 2026 and 2025, there was no revenue recognized on a net basis where the Company is acting as an agent.

Revenue is recognized when or as the control of the services is transferred to a customer. Depending on the terms of the contract and the laws that apply to the contract, control of the goods and services may be transferred over time or at a point in time.

Control of the services is transferred over time if the Company’s performance: 

(a) provides all of the benefits received and consumed simultaneously by the customer;

(b) creates and enhances an asset that the customer controls as the Company performs;

(c) does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date.

If control of the services transfers over time, revenue is recognized over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the goods and services. This evaluation is performed separately for each performance obligation identified.

Revenue from sales of solar PV products and the comparative HPC revenue

The Company sells solar PV products, the comparative HPC revenue and their accessories to customers. The transaction price in the contract is fixed and reflected in the sales order and invoice. The performance obligation is to transfer promised products to a customer upon acceptance by customers, and the Company is primarily responsible for fulfilling the promise to deliver the products to the customers. There is only one performance obligation in the contract and there is no need for allocation. The Company presents the revenue generated from its sales of products on a gross basis as the Company is a principal. The revenue is recognized at a point in time when the Company satisfies the performance obligation.

Revenue from other services

Revenue from other services mainly includes international freight and logistics services and PV power station operation services.

The revenue of PV power station operation services mainly from the sale of electricity to customers. Each contract contains a single performance obligation, which is the promise to deliver electricity to the customer. As the electricity is supplied continuously over the contract term, this single performance obligation is satisfied over time in accordance with ASC 606-10-25-27. The Company recognizes revenue for each period based on the volume of energy delivered to the customers. The electricity consumed by customers is determined for the period from the date of their last meter reading to the current reading. The Company's performance obligation is satisfied over time because the customer simultaneously receives and consumes the benefits provided by the Company as the electricity is delivered. The Company measures progress towards complete satisfaction of the performance obligation using the output method, specifically based on the actual electricity delivered, as evidenced by the monthly settlement statement issued by the state grid operator according to ASC 606-10-25-31~37.Accordingly, revenue is recognized at the end of each month based on the consideration confirmed in the settlement statement. No allocation of the transaction price is required, as only one performance obligation exists in the contract. Pursuant to ASC 606-10-55-36~40 the Company acts as principal as the Company (1) operates the power generation facilities and is directly responsible for generating, transmitting, and delivering electricity to the grid or end customers;(2) bears the primary obligation to deliver electricity in accordance with the contract terms; (3) is responsible for resolving any service failures, outages, or quality issues, and bears the associated costs of remediation; (4) may have the ability to set or influence the selling price of electricity to customers, subject to applicable regulatory frameworks. 

Freight and logistics services

The Company recognizes revenue from international freight and logistics services including customs clearance handling in accordance with ASC 606. Each contract contains a single combined performance obligation covering end-to-end cross-border transportation arrangement, customs clearance processing and auxiliary logistics services performed through third-party service providers, the Company bears primary service risks throughout the entire logistics delivery process, has independent pricing discretion and controls the underlying services before they are transferred to customers, thereby acting as the principal for such international logistics arrangements, and revenue is recognized at a point in time based on the bill of lading date upon full satisfaction of the performance obligation.

Cost of revenue consists primarily of material cost, labor cost, irradiation fee and other related expenses that are directly attributable to the Company’s principal operations.

General and administrative expenses consist primarily of salaries, professional consulting fees, rental and other general corporate-related expenses.

Selling and marketing expenses consist primarily of salaries, packaging fees, other expenses related to sales activities.

Research and development (“R&D”) expenses are expensed as incurred. R&D expenses are related to certain software research and development for internal use.

R&D expenses primarily consist of raw materials, employee salary and benefit costs.

Income tax

The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company’s operating subsidiaries in PRC are subject to examination by the relevant tax authorities. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB100,000 ($14,452). In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

The Company did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of operations and comprehensive income for the six months ended March 31, 2026, and the years ended September 30, 2025. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

Value added taxes

PN Smart Energy Group’s China subsidiaries are subject to value-added tax (“VAT”) for providing services and sales of products.

Revenue from providing services and sales of products is generally subject to VAT at applicable tax rates, and subsequently paid to PRC tax authorities after netting input VAT on purchases. The excess of output VAT over input VAT is reflected in tax payable. The Company reports revenue net of PRC’s VAT for all the periods presented in the Consolidated Statements of Operations and Comprehensive Income.

Earnings per share is computed by dividing net income attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding for the period. Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders of the Company as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary shares and dilutive ordinary equivalent shares outstanding during the period. Potentially dilutive shares are excluded from the computation if their effect is anti-dilutive.

A non-controlling interest in subsidiaries of the Company represents the portion of the equity (net assets) in the subsidiaries not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the Consolidated Balance Sheets, and net income and other comprehensive income attributable to non-controlling shareholders are presented as a separate component on the Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company has organized its operations into two operating segments. The segments reflect the way the Company evaluates its business performance and manages its operations by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company.

The Company has determined that it operates in two operating segments, i.e. the business to manufacture and sell solar PV products and solar power system solutions service, and other services.

Although the Company’s long-lived assets are substantially all located in the PRC, for the six months ended March 31, 2026, revenue from domestic sales within the PRC accounted for 58% of total revenue, export sales to other countries accounted for 42%. So the Company presented geographical segments as requested.

Comprehensive (loss) income is defined to include all changes in equity of the Company during a period arising from transactions and other event and circumstances except those resulting from investments by shareholders and distributions to shareholders. For the six months ended March 31, 2026, and the year ended September 30, 2025 presented, the Company’s comprehensive (loss) income includes net (loss) income and other comprehensive income, which consists of the foreign currency translation adjustments.

The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, related parties include: (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Amounts due from related parties are stated at the original amount less an allowance for doubtful receivables, if any, based on a review of all outstanding amounts at period end. An allowance is also made when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. The Company often assesses the creditworthiness of related parties before entering into transactions with them.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Legal costs incurred in connection with loss contingencies are expensed as incurred.

In February 2025, the FASB issued ASU 2025-02, Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122 (“ASU 2025-02”) amends the Accounting Standards Codification to remove the text of SEC Staff Accounting Bulletin (“SAB”) 121 “Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for its Platform Users” as it has been rescinded by the issuance of SAB 122. ASU 2025-02 is effective immediately and is not expected to have an impact on the Company’s financial statements.

In July 2025, the FASB issued ASU 2025-05 - Financial Instruments—Credit Losses (Topic 326). The amendments in this Update provide (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. An entity that elects the practical expedient and the accounting policy election, if applicable, should apply the amendments in this Update prospectively. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is evaluating the impact of the adoption of this guidance. The Company believe the future adoption of this ASU is not expected to have a material impact on its financial statements.

In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans. The amendments refine the accounting guidance for purchased financial assets with credit deterioration and introduce a consistent gross-up approach for purchased seasoned loans to eliminate duplicate day-one credit loss recognition. The guidance requires prospective application upon adoption. This ASU will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance and believes the future adoption of this ASU is not expected to have a material impact on its financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Assistance (Topic 832): Accounting for Government Grants Received by Business Entities. The amendments establish comprehensive uniform accounting guidance for government grants received by business entities, including consistent recognition, measurement, presentation and disclosure requirements for asset-related and income-related government assistance, and allow entities to elect either gross or net presentation methods. The standard provides for prospective, modified retrospective, or full retrospective application. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2028, and interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance and believes the future adoption of this ASU is not expected to have a material impact on its financial statements.

In December 2025, the FASB issued ASU 2025-12, which is to correct, clarify, and otherwise improve U.S. GAAP. ASU 2025-12 includes 33 improvements that span a wide range of topics, including Clarifying diluted earnings per share (EPS) calculation when a loss from continuing operations exists, Clarifying disclosure requirements for lease receivables from sales-type or direct financing leases, Revising the calculation of the reference amount for beneficial interests to prevent double counting credit losses, Clarifying the permissible methods to account for treasury stock retirements, and Clarifying the guidance for transfers of receivables from contracts with customers. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in this Update in an interim period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. An entity may elect to early adopt the amendments on an issue-by-issue basis. For example, an entity may decide to early adopt certain amendments and adopt the remaining amendments at the effective date. An entity should apply the amendments in this Update (except for the amendments to Topic 260, Earnings Per Share, related to Issue 4) using one of the following transition methods: (i) Prospectively to all transactions recognized on or after the date that the entity first applies the amendments, or (ii) Retrospectively to the beginning of the earliest comparative period presented. An entity should adjust the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.

The following table identifies the disaggregation of the Company’s revenues for the six months ended March 31, 2026, and 2025, respectively:

Solar PV products mainly consist of servers, photovoltaic cable and photovoltaic connectors.

HPC products mainly refer to the HPC servers and accessories delivered to the Customers. Starting from 2023, The Company has undergone a transformation in its trading business portfolio, with its product offerings gradually shifting from HPC to solar PV products. By 2026, the Company has substantially discontinued its HPC business.

Others mainly consists of freight forwarding services revenue, and sales revenue of electric power products.

Cost of solar PV products and HPC products consist primarily of cost of products, labor cost, and other overhead expenses. Costs from other businesses mainly include logistics agency expenses and depreciation of power station equipment. The following table identifies the disaggregation of the Company’s cost of revenues for the six months ended March 31, 2026, and 2025, respectively:

Notes receivable was $357,198 and $477,106 as of March 31, 2026, and September 30, 2025, respectively. Notes receivable relates to commercial notes issued by banks for outstanding balances from customers. The balances will be released to the Company on maturity date and are interest free.

As of March 31, 2026, and September 30, 2025, accounts receivable consisted of the following:

The movements in the allowance for accounts receivable for the six months ended March 31, 2026, and the year ended September 30, 2025, were as follows:

As of March 31, 2026, and September 30, 2025, accounts receivable, net amounts were $8,739,687 and $9,046,671, respectively. During the six months ended March 31, 2026, the aging of accounts receivable deteriorated as balances increased across older aging classes, reflecting slower collections in the current economic environment. Based on historical credit loss experience and forward-looking adjustments, management applied higher expected credit loss rates to reflect the increased credit risk.

The Company has invested in ETH, with valued at approximately $748 and $31,213 as of March 31, 2026 and September 30, 2025, respectively.

The following table sets forth the units held, cost basis, and fair value of both ETH held, as shown on the balance sheet as of March 31, 2026: 

Cost basis is equal to the cost of the digital asset, net of any transaction fees, if any, at the time of purchase or upon receipt. Fair value represents the quoted digital assets prices within the Company’s principal market at the time of measurement. The following table presents a reconciliation of ETH held as of March 31, 2026:

As of March 31, 2026, and September 30, 2025, inventories, net consisted of the following:

The movement of impairment provision for inventories for the six months ended March 31, 2026, and the year ended September 30, 2025, were as follows:

For the six months ended March 31, 2026, and the year ended September 30, 2025, the Company recognized inventory write-down charges of $27,721and $518,867, respectively, primarily related to the sale of goods which impairment had been recognized in prior periods.

Prepaid expenses and other current assets consisted of the following:

For the six months ended March 31, 2026, and the year ended September 30, 2025, the Company recorded allowance for credit loss of $ (43,356) and $ (52,073), respectively, for prepaid expenses and other current assets.

Equity method investments

Nanjing Cesun Power Co., Ltd

On October 25, 2023, Ningbo Skycorp Solar Co., Ltd. committed to invest $6,000,000 (RMB 43,321,800) to establish a new company, Nanjing Cesun Power Co., Ltd. with other parties. The purpose of the investment is to develop solar power stations and conduct joint research and development of new solar products with other parties. Huang Weiqi is the common director of Nanjing Cesun Power Co., Ltd. As of September 30, 2025, the Company had paid investment for this investment of $5,464,618 (RMB 38,828,840) for its investment representing a 20% equity stake in Nanjing Cesun Power Co., Ltd.

The Company entered into a share purchase agreement in 2025 to acquire a 24% equity interest in Nanjing Cesun Power Co., Ltd. held by Skyline Tech Limited, with the transaction consideration settled through new share issuance. The consideration was determined with reference to Valuation Report No. J25-00395 issued by independent third-party valuer AVISTA, with the valuation date of September 30, 2025. The report valued 100% equity of Nanjing Cesun Power Co., Ltd. at US$36,062,000, corresponding to total consideration of US$8,654,880 for the 24% equity stake. The Company issued 12,000,000 Class B ordinary shares on October 14, 2026, the closing price of the Company’s shares on the issuance date was US$0.7212, resulting in total share consideration of US$8,654,880, and the closing of this share acquisition was completed.

As of September 30, 2025, the Company owned a 20% equity interest in Nanjing Cesun Power Co., Ltd., accounted for under the equity method. After the Closing of the additional 24% equity acquisition from SKYLINE TECH LIMITED, the Company’s total ownership will rise to 44%. The share purchase agreement includes a five-year cumulative profit guarantee provided by the selling shareholder; further details on this gain contingency are set forth in Note 11. No contingent asset related to the profit guarantee has been recognized as of the reporting date.

For the year ended September 30, 2025, the investment losses under the equity method of accounting recognized $15,907 (RMB 113,936). For the six months ended March 31, 2026, investment losses recognized under the equity method of accounting amounted to $148,696 (RMB 1,043,221). As of March 31, 2026, the Company held a 44% equity interest in Nanjing Cesun Power Co., Ltd., with the carrying amount of US$14,099,237.

PNSOLAR GmbH

On January 20, 2025, GreenHash Limited completed the acquisition of a 40% equity stake in PNSOLAR GmbH from Lin Xiaobo for $1,477,729 (RMB 10,500,000) on bank deposits. The investment was accounted for using the equity method, resulting in a recognized loss of $35,068 for the year ended September 30, 2025.

On July 17, 2025, the Company’s Board of Directors reviewed and approved a cross-border equal-value swap arrangement, under which the Company planned to swap the 40% equity interest in PNSOLAR GmbH held by its Hong Kong subsidiary, GreenHash Limited, for equity interest in Matrix Sea Limited (the Cayman company). On October 13, 2025, an equity transfer agreement was executed, under which GreenHash Limited transferred its 40% equity interest in PNSOLAR GmbH to Menergy Global Pet. Ltd. (the Singapore subsidiary of Matrix Sea Limited). Notarization formalities for the transfer were completed on November 19, 2025, upon which the Company’s 40% equity interest in PNSOLAR GmbH was derecognized. Gain on equity investment of US$70,337 was recognized during the period from October 1, 2025 to the swap date. The carrying amount of the long-term equity investment in PNSOLAR GmbH amounted to US$1,512,998 as at the swap date. After the cross-border equal-value swap, the carrying amount of the long-term equity investment of PNSOLAR GmbH was nil.

Nanjing Chenxi Construction Technology Co., Ltd.

On February 21, 2026, the Company entered into a share purchase agreement to acquire a 40% equity interest in Nanjing Chenxi Construction Technology Co., Ltd. through the issuance of Class A ordinary shares. Pursuant to the asset valuation consultation report, the assessed market value of the 100% equity interest in Nanjing Chenxi Construction Technology Co., Ltd. was US$32,046,000, and the total consideration attributable to the 40% equity interest equaled US$1,826,352. On the same date, the Company issued an aggregate of 3,960,000 Class A ordinary shares at a subscription price of US$0.4612 per share for total consideration of US$1,826,352, completing the acquisition of the 40% equity interest. The investment was accounted for using the equity method, and no associated investment income was recognized in the current period. As of March 31, 2026, the Company held a 40% equity interest in Nanjing Chenxi Construction Technology Co., Ltd., with the carrying amount of US$1,826,352.

Ningbo Yiqiying New Energy Co., Ltd., Taizhou Shuyong New Energy Co., Ltd., Suqian Shuyong New Energy Co., Ltd. and Hubei Nanzhuo New Energy Co., Ltd. are joint ventures in which the Company holds 50% equity interest and are accounted for using the equity method. The Company recognized investment income of RMB 159,513 in respect of these joint ventures for the six months ended March 31, 2026.

Other long-term investment

Matrix Sea Limited (Cayman Islands)

Through the above cross-border equal-value share swap transaction the Company acquired a 4.9% equity interest in Matrix Sea Limited (the Cayman Company). On October 31, 2025, the Company entered into an equity nominee agreement, whereby such 4.9% equity interest is registered under the name of Xiaobo Holdings Limited as the nominee holder. Pursuant to this cross-border equal-value equity swap transaction, the fair value of the equity interest acquired in Matrix Sea Limited cannot be reliably measured. Accordingly, the Company initially measured the acquired equity investment based on the fair value of the equity interest transferred out. The 4.9% equity interest in Matrix Sea Limited obtained from this swap was recorded at an initial carrying amount of US$1,512,998.

As of March 31, 2026, the Company holds an aggregate 44% equity interest in Nanjing Cesun Power Co., Ltd. (the “Investee”), accounted for under ASC 323 Investments — Equity Method and Joint Ventures. The additional 24% equity interest was acquired from SKYLINE TECH LIMITED (the “Seller”) pursuant to a Share Purchase Agreement, with total consideration of $8,654,880 settled via issuance of 12,000,000 Class B Shares at a subscription price of $0.7212 per share.

As of September 30, 2025, the Company held a 20% equity interest in Nanjing Cesun Power Co., Ltd. (the “Investee”), which was accounted for under ASC 323 Investments — Equity Method and Joint Ventures. Subsequent to September 30, 2025, the Company entered into a Share Purchase Agreement with SKYLINE TECH LIMITED (the “Seller”) to acquire an additional 24% equity interest in the Investee. Upon Closing of such acquisition, the Company’s total ownership interest in the Investee will increase to 44%, and the investment will continue to be accounted for under the equity method as the Company does not obtain control over the Investee.

Total consideration for the 24% equity interest is $8,654,880, fully settled via the issuance of 12,000,000 Class B Shares at a subscription price of $0.7212 per share. The Seller is subject to a five-year voluntary lock-up period with respect to all Class B Shares issued as consideration.

Under the terms of the Share Purchase Agreement, the Seller provides a five-year cumulative after-tax net profit guarantee (the “Profit Guarantee”) for the Investee commencing the fiscal year immediately following the Closing Date (the “Measurement Period”). The Seller unconditionally guarantees cumulative audited net profit of at least $10,000,000 over the Measurement Period. If the actual cumulative audited net profit is less than the $10,000,000 target, the Seller shall pay the full shortfall in cash to the Company within 30 days after completion of the audit for the final year of the Measurement Period.

This Profit Guarantee represents a gain contingency under ASC 450-20-25-2 Contingencies. Under U.S. GAAP, gain contingencies are not recognized in the financial statements until the gain is realized or realizable. As of the reporting date, the Measurement Period has not commenced, and management cannot reasonably estimate the Investee’s future cumulative operating results; therefore, no receivable for potential profit shortfall compensation has been recorded in the unaudited consolidated balance sheets.

The maximum undiscounted potential cash recovery the Company could receive under this guarantee is $10,000,000. Receipt of any compensation payment is reasonably possible yet subject to substantial uncertainty regarding the Investee’s solar plant development, PV product sales and daily power plant operating results over the five consecutive fiscal years of the guarantee period. The Company will evaluate the recoverability of this contingent claim at every reporting period.

Separately, the Seller is subject to a five-year voluntary lock-up restriction on all Class B Shares issued as purchase consideration, which does not impact the Seller’s absolute, unconditional obligation under the Profit Guarantee.

As of March 31, 2026, and September 30, 2025, property and equipment, net consisted of the following: