Author: Ravi Shankar

Full-year revenue rises 12.5% to a record $74.4 million as operating income nearly doubles YoY and cash reaches $27.1 million; Company introduces fiscal 2027 guidance. 

ENCINO, Calif., Sept. 28, 2026 (GLOBE NEWSWIRE) — NETSOL Technologies, Inc. (Nasdaq: NTWK), a provider of AI-enabled solutions and services powering OEMs, dealerships and financial institutions to sell, finance and lease assets, reported its results for the fourth quarter of fiscal 2026 and full year ended June 30, 2026.

• Full-year revenue increased 12.5% to a record $74.4 million, exceeding guidance of $73 million; subscription and support revenue increased 8.7% to $35.8 million.
• Full-year gross margin increased 330 basis points to 52.6%; operating income nearly doubled to $6.9 million, with operating margin up 400 basis points to 9.3%.
• Full-year GAAP net income attributable to NETSOL was $2.95 million, or $0.25 per diluted share; consolidated net income increased 22.4% to $5.6 million.
• Full-year adjusted EBITDA increased 68.8% to $9.15 million on a consolidated basis and 61.0% to $6.01 million attributable to NETSOL shareholders.
• Full-year operating cash flow increased to $13.9 million from $0.4 million; year-end cash increased 56.3% to $27.1 million.
• Fourth-quarter revenue increased 12.5% to a record $20.7 million; subscription and support revenue increased 9.0% and services revenue increased 21.3%; gross margin expanded to 63.6% from 56.2%; operating income increased 40.2% to $4.5 million.
• Fiscal 2027 guidance: revenue growth of 13% to 16%; gross margin of approximately 50% or better; and consolidated adjusted EBITDA growth of 15% to 25%.

Fourth quarter fiscal 2026 financial results

Total net revenues for the fourth quarter of fiscal 2026 were $20.7 million, a quarterly record, compared with $18.4 million in the prior-year period, an increase of 12.5%. Total net revenues were $19.9 million on a constant currency basis.

Total subscription (SaaS and Cloud) and support revenues for the fourth quarter were $8.9 million, an increase of 9.0%, compared with $8.2 million in the prior-year period. Total subscription and support revenues on a constant currency basis were $8.2 million.

Services revenues for the fourth quarter were $11.7 million, an increase of 21.3%, compared with $9.7 million in the prior-year period. Services revenues on a constant currency basis were $11.6 million.

Gross profit for the fourth quarter was $13.2 million or 63.6% of net revenues, an increase of 27.3%, compared with $10.3 million or 56.2% of net revenues in the prior-year period. Gross profit for the fourth quarter was $12.5 million or 63.0% of net revenues as measured on a constant currency basis.

Income from operations for the fourth quarter was $4.5 million, an increase of 40.2%, compared with $3.2 million in the prior-year period, representing an operating margin of 21.6% compared with 17.4%. Income from operations for the fourth quarter was $4.1 million on a constant currency basis.

GAAP net income attributable to NETSOL was $3.8 million or $0.32 per diluted share, an increase of 45.9%, compared with $2.6 million or $0.22 per diluted share in the prior-year period.

Non-GAAP EBITDA was $4.7 million, compared with $4.7 million in the prior-year period (see note regarding “Use of Non-GAAP Financial Measures,” below).

Full fiscal year ended June 30, 2026 financial results

Total net revenues for the full fiscal year ended June 30, 2026, were $74.4 million, an increase of 12.5%, compared with $66.1 million in the prior year. Total net revenues were $73.4 million on a constant currency basis.

Total subscription (SaaS and Cloud) and support revenues for the full fiscal year were $35.8 million, an increase of 8.7%, compared with $32.9 million in the prior year, and represented approximately 48% of total net revenues. Total subscription and support revenues on a constant currency basis were $35.3 million.

Total services revenues were $33.6 million compared with $32.6 million in the prior year, representing a 3.3% increase, as the Company progressed major implementations. Total services revenues on a constant currency basis were $33.2 million.

Total license fees were $5.0 million compared with $0.6 million in the prior year, and included approximately $4.7 million associated with the renewal and amendment of an existing Transcend customer agreement. Total license fees on a constant currency basis were $4.9 million.

Gross profit for the full fiscal year was $39.1 million or 52.6% of net revenues, an increase of 20.2%, compared with $32.6 million or 49.3% of net revenues in the prior year. Gross profit was $38.2 million or 52.1% of net revenues as measured on a constant currency basis.

Income from operations for the full fiscal year was $6.9 million, an increase of 98.4%, compared with $3.5 million in the prior year, representing an operating margin of 9.3% compared with 5.3%. Income from operations was $6.4 million on a constant currency basis.

GAAP net income attributable to NETSOL for the full fiscal year totaled $2.95 million or $0.25 per diluted share, compared with $2.9 million or $0.25 per diluted share in the prior year. Fiscal 2025 included a $1.30 million gain on foreign currency exchange transactions and $1.87 million of interest income, while fiscal 2026 included a $0.39 million foreign currency exchange loss and $1.07 million of interest income; net income attributable to non-controlling interests increased to $2.65 million from $1.65 million. Consolidated net income increased 22.4% to $5.6 million. On a constant currency basis, GAAP net income attributable to NETSOL totaled $2.4 million or $0.21 per diluted share.

Non-GAAP EBITDA for the full fiscal year was $8.0 million, an increase of 22.8%, compared with $6.5 million in the prior year. Consolidated adjusted EBITDA was $9.15 million, an increase of 68.8%, compared with $5.42 million, and adjusted EBITDA attributable to NETSOL was $6.01 million, an increase of 61.0%, compared with $3.73 million in the prior year (see note regarding “Use of Non-GAAP Financial Measures,” below and Schedule 4).

Remaining performance obligations were $49.1 million at June 30, 2026, of which approximately $22.5 million is expected to be recognized as revenue within the next 12 months.

Cash flow and balance sheet

Net cash provided by operating activities for the full fiscal year was $13.9 million, compared with $0.4 million in the prior year. The increase included approximately $6.5 million contributed by contract liabilities reflecting advance billings. The Company invested $2.0 million in property and equipment and $2.7 million in capitalized software development during the year.

Cash and cash equivalents were $27.1 million at June 30, 2026, an increase of 56.3%, compared with $17.4 million at June 30, 2025. Working capital was $29.2 million at June 30, 2026. NETSOL stockholders’ equity was $41.6 million or $3.50 per share at June 30, 2026. Total debt and finance lease obligations were $8.4 million, with $0.21 million in long-term maturities.

Management commentary

Najeeb Ghauri, Founder and Chief Executive Officer of NETSOL Technologies, Inc., commented:

“Fiscal 2026 marked a clear step forward for NETSOL. We delivered record annual revenue, expanded margins and finished the year with strong operational momentum. The rebound from our first quarter demonstrates the capability and resilience of our teams, while the continued growth of subscription and support revenue reinforces the value of our long-term customer relationships.”

“We enter fiscal 2027 with real momentum, with product offerings that are doing more for our customers than at any point in our history, and with the visibility to introduce full-year guidance alongside our fourth quarter results. Our focus is on making growth more predictable and on translating consolidated performance more effectively into value for NETSOL shareholders. We will do that through the Transcend platform and practical AI across our products and operations, through selective partnerships and acquisitions where we see a clear strategic and financial return, and by evaluating structural options that may reduce the economic impact of minority interests over time.”

Asad Ghauri, Global Head of Sales and Group Managing Director of Europe at NETSOL Technologies, Inc., commented:

“Customer engagement remained strong across our established markets during the year, with growing demand for modern cloud platforms, AI-enabled finance solutions and digital retail. We expanded relationships for Transcend Finance with a number of existing customers, including a tier-one global auto captive, a long-standing customer and strategic partner of three decades, with whom we signed a $50 million contract extension; a tier-one U.S.-based auto captive that went live in China; Toyota Leasing Thailand, which upgraded its platform; a tier-one multinational bank in the United Kingdom that renewed its agreement; and most recently, BMO Equipment Finance in the United States, which moved from its legacy platform to Transcend Finance.”

“We progressed major implementations and developed new opportunities across automotive finance, equipment finance and digital retail on the Transcend platform. Our commercial priorities are disciplined conversion of a qualified pipeline, expansion within our installed base and partnerships that extend our reach without compromising execution quality.”

Sardar Abubakr, Chief Financial Officer of NETSOL Technologies, Inc., commented:

“Fiscal 2026 produced the strongest operating performance in several years. Revenue increased 12.5%, operating income nearly doubled and operating cash flow reached $13.9 million. The quality of the result is also important: fiscal 2025 included a $1.30 million foreign exchange gain and $1.87 million of interest and investment income, while fiscal 2026 included a $0.39 million foreign exchange loss and lower interest income. Despite that year-over-year headwind and a higher allocation to non-controlling interests, consolidated net income increased 22.4%.”

“We ended the year with $27.1 million in cash and greater capacity to invest in products, customer delivery and selected strategic opportunities. Our efficiency program will continue through fiscal 2027. As of June 30, we employed approximately 1,370 people, compared with approximately 1,460 a year earlier, while revenue grew 12.5%. We are reviewing workforce structure, utilization, location strategy and the skills an AI-enabled delivery model requires. This is not a headcount-reduction exercise; it is a disciplined review of how we deploy people and direct capacity toward product innovation, customer delivery and growth.”

“For fiscal 2027, NETSOL currently expects total net revenue growth of 13% to 16% over fiscal 2026; gross margin of approximately 50% or better; and consolidated adjusted EBITDA growth of 15% to 25%, corresponding to approximately $10.5 million to $11.4 million. Our financial agenda for fiscal 2027 is straightforward: grow recurring revenue and its visibility, protect and improve margins, apply AI in practical and measurable ways, focus the portfolio on our highest-return opportunities, and strengthen the conversion of consolidated profit into value for NETSOL shareholders.”

Beginning with fiscal 2026 results, the Company is reporting contracted revenue, which it defines as revenue expected under existing signed agreements plus management’s best estimate of change requests from those customers. Contracted revenue was approximately $60 million at June 30, 2026. Contracted revenue differs from remaining performance obligations, which include only amounts contracted under applicable accounting standards; it is not a GAAP measure, annual recurring revenue, backlog or a guaranteed revenue floor. The Company intends to report contracted revenue each quarter and to grow above it through Transcend deployments, expansion within existing customers, new customers and partnerships.

Conference call

NETSOL Technologies management will hold a conference call Monday, September 28, 2026, at 9:00 am Eastern Time (6:00 am Pacific Time) to discuss its results for the fourth quarter and full year ended June 30, 2026. A question-and-answer session will follow management’s prepared remarks.

Participant dial-in: 1-877-407-0789 or 1-201-689-8562

A live webcast of the conference call will be available here. Information about the webcast will also be available on the Investor Relations section of NETSOL’s website at www.netsoltech.com.

Telephone replay: Telephone replays will be made available approximately 3 hours after conference end time.

Replay dial-in: 1-844-512-2921 or 1-412-317-6671.

Replay expiration: Monday, October 12, 2026 at 11:59 PM ET.

Access ID: 13762610.

About NETSOL Technologies

NETSOL Technologies delivers state-of-the-art solutions for the asset finance and leasing industry, serving automotive and equipment OEMs, auto captives and financial institutions across over 30 countries. Since its inception in 1997, NETSOL has been at the cutting edge of technology, pioneering innovations with its asset finance solutions, and today leverages advanced AI and cloud services to meet the complex needs of the global market. Renowned for its deep industry expertise, customer-centric approach and commitment to excellence, NETSOL fosters strong partnerships with its customers, ensuring their success in an ever-evolving landscape. With a rich history of innovation, ethical business practices and a focus on sustainability, NETSOL is dedicated to empowering businesses worldwide, securing its position as the trusted partner for leading firms around the globe.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the company’s products and services, expectations for future operations, fiscal 2027 guidance for revenues, gross margin and adjusted EBITDA, contracted revenue, remaining performance obligations and revenue visibility, AI-enabled products and productivity initiatives, the Company’s efficiency program, capital allocation, potential strategic partnerships and acquisitions, potential structural actions concerning non-controlling interests, and other statements that are not historical facts. These forward-looking statements may be identified by terminology such as “expects,” “anticipates,” “believes,” “intends,” “plans,” “projects,” “targets,” “guidance,” “assumes,” and similar expressions. These statements are not guarantees of future performance and are subject to a number of risks, uncertainties, and assumptions that are difficult to predict. The fiscal 2027 outlook assumes continued subscription growth, execution of contracted implementations, disciplined cost management and no material acquisitions. Factors that could cause actual results to differ materially include, but are not limited to, the timing of customer agreements, go-lives, contract signings and renewals, implementation milestones, the rate of adoption of AI-enabled product capabilities, foreign currency volatility, customer concentration and customer decisions, the timing of advance billings and collections, investment levels, competition, geopolitical and macroeconomic conditions, and other factors discussed in NETSOL’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. NETSOL undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Use of Non-GAAP financial measures

This press release includes references to non-GAAP EBITDA, non-GAAP adjusted EBITDA, gross, and non-GAAP adjusted EBITDA, net, which are non-GAAP financial measures. Non-GAAP EBITDA is net income before non-controlling interest, income taxes, depreciation and amortization, interest expense and interest income. Non-GAAP adjusted EBITDA, gross, further excludes foreign currency exchange gains and losses and non-cash stock-based compensation; non-GAAP adjusted EBITDA, net, further deducts the adjusted EBITDA attributable to non-controlling interests. Management believes these measures assist investors in evaluating operating performance and comparing results across periods. Non-GAAP measures should be considered in addition to, and not as substitutes for, the most directly comparable GAAP measures. Reconciliations of these measures to net income attributable to NETSOL, the most directly comparable GAAP measure, together with an explanation of how management uses these measures, are provided in Schedule 4 of the financial tables that follow.

Investor Relations Contact:
Investor Relations
(818) 222-9195
investors@netsoltech.com

New York, Sept. 28, 2026 (GLOBE NEWSWIRE) — Harvard Ave Acquisition Corporation (“HAVA”) (Nasdaq: HAVA), a publicly traded special purpose acquisition company, and OAG International Ltd (“OAG”), a global provider of specialized pipeline construction and integrity services for critical onshore and offshore energy infrastructure, today jointly announced that they have entered into a definitive business combination agreement (the “Business Combination Agreement”). Upon completion of the business combination between HAVA and OAG and related transactions pursuant to the Business Combination Agreement (collectively, the “Proposed Transactions”), OAG Pipeline Technologies Inc., a Cayman Islands exempted company newly formed for the purpose of effecting the Proposed Transactions (the “Combined Company” or “PubCo”), is expected to be listed on The Nasdaq Stock Market LLC (“Nasdaq”).

Management Comments

Sung Hyuk Lee, Chief Executive Officer of HAVA

“We are pleased to announce our business combination with OAG, an established business with a long operating history and a global track record in specialized pipeline services.

For HAVA, we believe this transaction represents an important step in delivering on our objective of identifying a high-quality operating business for our shareholders. The proposed combination provides HAVA shareholders with the opportunity to participate in OAG’s future development through a Nasdaq-listed public company, while providing OAG with a public market platform to support its long-term growth strategy. We believe the transaction creates a strong foundation for the combined company and has the potential to deliver meaningful long-term value for HAVA shareholders.”

Jonathan Chong, Founder and Managing Director of OAG

“This transaction represents an important milestone for OAG and reflects the progress our team has made since I founded the business more than 25 years ago. From our beginnings as a provider of personnel and technical services to the oil and gas industry, OAG has developed into a specialized pipeline services business with capabilities spanning field joint coating, welding and non-destructive testing. To date, we have completed more than 200 projects across more than 27 countries.

Our next phase is focused on building a broader integrated pipeline technology and services platform. We intend to continue strengthening our core capabilities, investing in proprietary technologies, expanding our presence in markets including the Americas and Africa, and selectively pursuing complementary technologies and businesses across the pipeline construction and integrity value chain.

We believe becoming a Nasdaq-listed company through our combination with HAVA will provide an important platform to support these objectives, enhance our visibility with customers and partners globally, and position OAG for its next stage of growth. We are excited to begin this new chapter while maintaining the technical execution, quality and customer focus that have shaped OAG over the past 25 years.”

Transaction Overview

Under the terms of the Business Combination Agreement, OAG Merger Sub I, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo, will merge with and into HAVA, with HAVA as the surviving entity and a wholly-owned subsidiary of PubCo (the “First Merger”), and (ii) following the First Merger, OAG Merger Sub II, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo, will merge with and into OAG, with OAG as the surviving entity and a wholly-owned subsidiary of PubCo. Upon the consummation of the Proposed Transactions, each of HAVA and OAG will become a wholly-owned subsidiary of PubCo, and HAVA’s and OAG’s shareholders will receive ordinary shares of PubCo (“PubCo Ordinary Shares”) as consideration. PubCo Ordinary Shares are expected to be listed and traded on Nasdaq following the consummation of the Proposed Transactions.

The Proposed Transactions have been approved by the boards of directors of both OAG and HAVA. The closing of the Proposed Transactions is subject to regulatory and shareholder approvals, and other customary closing conditions. No assurances can be made that the Proposed Transactions will be consummated on the terms or time frame currently contemplated, or at all.

Additional information about the Proposed Transactions, including a copy of the Business Combination Agreement, will be provided in a Current Report on Form 8-K to be filed by HAVA with the Securities and Exchange Commission (the “SEC”) and will be available at www.sec.gov.

Advisors

Robinson & Cole LLP is acting as legal counsel to HAVA. Winston Taylor LLP is acting as legal counsel to OAG. FocalPoint Asia is acting as exclusive financial advisor to OAG in connection with the Proposed Transactions.

About Harvard Ave Acquisition Corporation

HAVA is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. HAVA’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

About OAG International Ltd

OAG International Ltd (“OAG”) is a global provider of specialized pipeline construction and integrity services for critical onshore and offshore energy infrastructure. The origins of OAG date back to 1999, when founder Jonathan Chong established the business initially to provide personnel and technical services to the oil and gas industry. Over more than 25 years, the business has evolved and expanded into specialized pipeline services, building extensive experience in field joint coating (“FJC”) and subsequently broadening its capabilities across complementary pipeline technologies and services.

Today, OAG provides specialized services encompassing FJC, welding and Non-Destructive Testing (“NDT”). Having completed in excess of 200 projects across more than 27 countries for approximately 40 different clients, including major international pipeline contractors and energy companies, OAG has an established track record of executing technically demanding onshore and offshore projects.

In particular, OAG has developed expertise in offshore FJC, a technically demanding and highly specialized segment of the pipeline industry with a limited number of established global service providers; where reliability, execution speed and quality assurance are critical to pipeline installation operations. Its capabilities combine specialized equipment, engineering know-how, customized coating systems and experienced technical personnel, supported by continued investment in technology and research and development.

Building on this established operating platform, OAG’s strategy is to develop a broader integrated pipeline technology and services platform spanning coating, welding, inspection and complementary technologies. OAG intends to expand its geographic presence, including in the Americas and Africa, while continuing to develop proprietary technologies and selectively pursuing complementary technologies and businesses with the potential to broaden its capabilities across the pipeline construction and integrity value chain.

For more information, please visit www.oag-group.com.

Additional Information and Where to Find It

This press release relates to a proposed business combination transaction involving HAVA and OAG. In connection with the Proposed Transactions, HAVA, OAG and PubCo intend to file with the SEC a registration statement on Form F-4 that will include a proxy statement for shareholders of HAVA and that will also constitute a prospectus with respect to the PubCo Ordinary Shares to be issued in connection with the Proposed Transactions (the “Proxy Statement/Prospectus”). This document is not a substitute for the Proxy Statement/Prospectus. The definitive Proxy Statement/Prospectus (if and when available) will be delivered to HAVA’s shareholders. HAVA may also file other relevant documents regarding the Proposed Transactions with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF HAVA AND OAG AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HAVA, PUBCO, OAG, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.

Investors and security holders of HAVA and OAG may obtain free copies of the Proxy Statement/Prospectus (if and when available) and other documents that are filed or will be filed with the SEC by HAVA, OAG and PubCo through the website maintained by the SEC at www.sec.gov.

Participants in the Solicitation

HAVA, OAG and certain of their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the shareholders of HAVA in respect of the Proposed Transactions. Information about HAVA’s directors and executive officers and their ownership of HAVA ordinary shares is set forth in HAVA’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 26, 2026 (the “Annual Report”). To the extent that holdings of HAVA’s securities have changed since the amounts included in the Annual Report, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials to be filed with the SEC with respect to the Proposed Transactions when they become available. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer or Solicitation

This press release is for informational purposes only and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or to buy any securities or a solicitation of any proxy, consent, vote or approval with respect to any securities in respect of the Proposed Transactions and is not a substitute for the Proxy Statement/Prospectus or any other document that HAVA, OAG or PubCo may file with the SEC or send to HAVA’s or OAG’s shareholders in connection with the Proposed Transactions. No offer, sale, issuance or transfer of securities shall be made in any jurisdiction in which such offer, sale, issuance or transfer would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among other things, statements regarding the anticipated benefits and impact of the Proposed Transactions on the Combined Company’s business and future financial and operating results, the anticipated timing of closing of the Proposed Transactions, the anticipated growth of the industries and markets in which OAG competes, the success and customer acceptance of OAG’s product offerings and other aspects of OAG’s operations, plans, objectives, opportunities, expectations or operating results, the expected ownership structure of the Combined Company and the likelihood and ability of the parties to successfully consummate the Proposed Transactions. Words such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “intend,” “estimated,” “target,” “project,” and similar phrases or words of similar meaning that denote future expectations or intent regarding the Combined Company’s financial results, operations and other matters are intended to identify forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Such forward-looking statements are based upon the current beliefs and expectations of management of HAVA and OAG and are inherently subject to significant business, economic and competitive risks, uncertainties and other factors, both known and unknown, which are difficult to predict and generally beyond the control of HAVA and OAG and that may cause actual results and the timing of future events to differ materially from the results and timing of future events anticipated by the forward-looking statements in this press release, including but not limited to: (i) the ability of the parties to complete the Proposed Transactions within the time frame anticipated or at all, which may adversely impact the price of HAVA’s securities; (ii) the failure to realize the anticipated benefits of the Proposed Transactions or those benefits taking longer than anticipated to be realized; (iii) the risk that the Proposed Transactions may not be completed by HAVA’s business combination deadline and the potential failure to obtain further extensions of the business combination deadline if sought by HAVA; (iv) the failure to satisfy the conditions to the consummation of the Proposed Transactions, including the approval of the Business Combination Agreement by the shareholders of HAVA, the receipt of any required governmental or regulatory approvals or the failure to meet the Nasdaq listing standards in connection with the closing of the Proposed Transactions; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the effect of the announcement or pendency of the Proposed Transactions on OAG’s business relationships, performance and business generally; (vii) risks that the Proposed Transactions disrupt current plans and operations of OAG and any potential difficulties in OAG employee retention as a result of the Proposed Transactions; (viii) the outcome of any legal proceedings that may be instituted against OAG or HAVA related to the Business Combination Agreement or the Proposed Transactions or any liability or regulatory lawsuits or proceedings relating to OAG’s products or services; (ix) the ability to maintain the listing of the PubCo Ordinary Shares on the Nasdaq Stock Market after the closing of the Proposed Transactions; (x) potential volatility in the price of PubCo Ordinary Shares due to a variety of factors, including changes in the competitive and highly regulated industries in which OAG operates, variations in performance across competitors, changes in laws and regulations affecting OAG’s business, and changes in the Combined Company’s capital structure; (xi) the ability to implement business plans, identify and realize additional opportunities and achieve forecasts and other expectations after the completion of the Proposed Transactions; (xii) the risk of downturns and the possibility of rapid change in the highly competitive industries in which OAG operates or the markets that OAG targets; (xiii) the inability of OAG and its current and future collaborators to successfully develop and commercialize OAG’s products and services in the expected time frame or at all; (xiv) the risk that the Combined Company may never achieve or sustain profitability or may need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; and (xv) the costs of the Proposed Transactions. The forward-looking statements contained in this press release are also subject to additional risks, uncertainties and factors, including those described in HAVA’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q and other documents filed or to be filed with the SEC by HAVA from time to time. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as they are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond the control of HAVA or OAG. The forward-looking statements included in this press release are made only as of the date hereof, and HAVA and OAG disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date hereof or otherwise, except as required by law.

Contact Information:

Harvard Ave Acquisition Corporation Contact:

Sung Hyuk Lee
Chief Executive Officer
Email: sunghyuk.lee23@gmail.com 

FocalPoint Asia Contact:

Tina Wang
Vice President
Email: twang@focalpointasia.com

Listing follows completion of business combination with Inflection Point Acquisition Corp. V and positions GOWell to scale technologies designed to help keep energy wells safe, efficient and productive

SINGAPORE and NEW YORK, Sept. 28, 2026 (GLOBE NEWSWIRE) — GOWell Energy Technology (“GOWell” or the “Company”), a global one-stop-shop for innovative well logging solutions in the energy sector, today announced that it has officially commenced trading on the Nasdaq under the ticker symbol “GOW.” The listing follows the completion of GOWell’s business combination (the “Business Combination”) with Inflection Point Acquisition Corp. V, a special purpose acquisition company, on September 25, 2026.

GOWell provides innovation technologies that support well integrity, environmental risk management, and production optimization across energy applications, including geothermal, carbon capture and storage, and natural gas storage. GOWell’s public market debut ushers in a new chapter for the company as it continues to advance well logging and distributed sensing technologies for the energy sector. The listing provides GOWell with enhanced access to the public capital markets and strategic flexibility to accelerate innovation, expand its global footprint, and further support customers navigating both traditional energy production and the energy transition.

Guillaume Borrel, GOWell’s CEO, commented: “We believe GOWell is a global leader in well logging technologies, we see this listing as a defining milestone in our journey. We expect the listing to enhance our visibility in the global marketplace, broaden our exposure to a wider base of investors, and strengthen our ability to build long-term value for our shareholders. We’re grateful for the confidence placed in us and remain fully committed to executing our strategy as a publicly traded company.”

About GOWell Energy Technology
GOWell Energy Technology is an international company that provides a wide range of innovative well logging technologies and distributed sensing solutions for energy companies globally. The Company maintains a multi-disciplinary research and development team with a robust patent portfolio of technology aimed to solve complex industry challenges. GOWell’s solutions can be applied to a wide range of wells from traditional energy to energy transition. The Company has a global, diverse customer base with long-term relationships with the key major oil service companies and operators in the energy sector. Headquartered in Singapore, GOWell has a global manufacturing and procurement network, with regional hubs in the United States and UAE in addition to regional operations that cover more than 50 countries.

For more information about GOWell Energy Technology, visit www.gowell.energy.

Forward Looking Statements

This press release includes or may include “forward-looking statements” regarding, among other things, the plans, strategies and prospects, both business and financial, of GOWell Energy Technology and its subsidiaries. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “predicts,” “projects,” “forecasts,” “may,” “might,” “will,” “could,” “should,” “would,” “seeks,” “plans,” “scheduled,” “possible,” “continue,” “potential,” “anticipates” or “intends” or similar expressions; provided that the absence of these does not means that a statement is not forward-looking. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur, and our actual results could differ materially from those anticipated in these forward-looking statements.

Important factors that could cause actual results to differ materially from those discussed in the forward-looking statements include: general economic, political and business conditions; the outcome of any legal proceedings that may be instituted against the Company or its subsidiaries; the Company’s capitalization and the market value of its securities following the consummation of the Business Combination; the ability of GOWell to issue equity, equity-linked or other securities in the future; the ability of the Company to realize the anticipated benefits of the Business Combination; the risks related to the rollout of GOWell’s business and the timing of expected business milestones; the ability of GOWell to execute its growth strategy, manage growth profitably and retain its key employees; the ability of GOWell to maintain the listing of its securities on the Nasdaq Stock Market LLC following the Business Combination; and other risks and uncertainties indicated in the Proxy Statement/Prospectus and in GOWell’s filings with the Securities and Exchange Commission. Undue reliance should not be placed upon the forward-looking statements.

These forward-looking statements are made only as of the date of this press release. The Company does not undertake any obligation to publicly update or revise any forward-looking statement contained in this press release, whether as a result of new information, future events or otherwise, except as required by law.

Contact:

Investor Relations Contact:
Gateway Group
Georg Venturatos, Patrick Hall
949-574-3860
GOWell@gateway-grp.com

Media Relations Contact:
Gateway Group
Zach Kadletz, Ryan Deloney
949-574-3860
GOWell@gateway-grp.com

November 17 meeting will address Phase 2 study design and potential regulatory pathways

CALABASAS, Calif., Sept. 28, 2026 (GLOBE NEWSWIRE) — NeOnc Technologies Holdings, Inc. (Nasdaq: NTHI) (“NeOnc” or the “Company”), a clinical-stage biopharmaceutical company developing therapies for central nervous system (CNS) cancers, today announced that it is scheduled to meet with the U.S. Food and Drug Administration (FDA) on November 17, 2026, for an in-person End-of-Phase 1 Type B meeting concerning NEO212. The meeting is scheduled to take place at FDA’s White Oak campus in Silver Spring, Maryland.

The Company plans to seek FDA feedback on its NEO212 clinical development program, including an update to its proposed patient population, trial design, endpoints, dose selection and evidence needed to support a future marketing application. The meeting provides an opportunity for discussion; its scheduling does not establish FDA agreement on a trial design, an accelerated approval pathway or eventual approval of NEO212.

In September 2025, FDA authorized the Company to proceed with the Phase 2a and Phase 2b portions of NEO212-01.

This meeting follows completion of the Phase 1 dose-escalation portion of the NEO212-01 Phase 1/2 clinical trial. NeOnc previously reported that dose escalation was discontinued following a dose-limiting toxicity at 810 mg, administered once daily on Days 1 through 5 of a 28-day cycle, and that 610 mg was selected as the recommended Phase 2 dose.

NeOnc also reported encouraging clinical activity observed during the Phase 1 portion of the trial. In one patient with recurrent IDH1 wild-type, MGMT-methylated glioblastoma (GBM), treatment with NEO212 resulted in a partial response, including an approximately 60% reduction in tumor size, followed by prolonged disease control lasting 21 treatment months. This duration of disease control is notable in the setting of recurrent GBM, where outcomes following recurrence have historically been limited.

In a second patient with lung cancer metastatic to the brain who had previously received and progressed following multiple lines of therapy, including immune checkpoint inhibitors, treatment with NEO212 was associated with stable disease lasting approximately 16 months. Patients with brain metastases from lung cancer who have progressed following multiple prior systemic therapies represent a population with substantial unmet medical need and historically limited treatment options.

While these individual patient outcomes do not establish efficacy and require confirmation in larger studies, the durability of responses observed during Phase 1, together with the established recommended Phase 2 dose, provides the clinical rationale for further evaluation of NEO212 in the Phase 2 portions of the NEO212-01 trial. Building on these findings, NeOnc intends to discuss its potential registrational development strategy and to seek FDA feedback on whether a proposed trial design could support a potential accelerated approval pathway.

“We have completed dose escalation and selected a recommended Phase 2 dose for NEO212,” said Amir Heshmatpour, Executive Chairman, President and Chief Executive Officer of NeOnc. “This meeting will help us understand FDA’s feedback on the population, study design and endpoints for the next stage of development. We may update our plans after evaluating the agency’s feedback.”

About High-Grade Glioma

High-grade gliomas, including glioblastoma, are serious brain cancers with substantial unmet medical need. Treatment may include surgery, radiation and drug therapy, but recurrence is common.

About NEO212

NEO212 is an investigational oral conjugate of temozolomide and NEO100. It is being studied for CNS cancers, including recurrent glioblastoma. Preclinical studies support further evaluation of its potential activity and delivery characteristics; clinical efficacy and safety have not been established. NEO212 is being developed under an FDA investigational new drug application.

About NeOnc Technologies Holdings, Inc.

NeOnc Technologies Holdings, Inc. is a clinical-stage biopharmaceutical company developing therapies for CNS cancers. Its investigational programs include intranasal NEO100 and oral NEO212. Neither product is approved by FDA for commercial use. The Company has licensed intellectual property from the University of Southern California relating to its development programs.

For more information, visit https://neonc.com.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the anticipated date and format of the FDA meeting, the topics to be discussed, future clinical trial design, a potential registrational development strategy, possible accelerated approval, and the clinical potential of NEO212. These statements reflect current expectations and involve risks and uncertainties. FDA feedback may differ from the Company’s proposals; the meeting may be rescheduled or its format changed; additional clinical, nonclinical or manufacturing work may be required; future studies may not demonstrate safety or efficacy; and no regulatory pathway or marketing approval is assured. Actual results may differ materially. Readers should consider the risk factors described in the Company’s most recent filings with the Securities and Exchange Commission. These statements speak only as of the date of this release.

The Company undertakes no obligation to update forward-looking statements except as required by law.

“NEO100” and “NEO212” are registered trademarks of NeOnc Technologies Holdings, Inc.

Contacts

Company Contact:
info@neonc.com

Investor Contact:
Jon Nugent
Jon Nugent Communications
jon@jonnugent.com
205-566-3026

This press release was published by a CLEAR® Verified individual.

• PMS is a severely disabling genetic disorder related to autism
• U.S. prevalence is estimated at approximately 1 in 7,300 people
• HOPE-2 is partially funded through Oryzon’s VANDAM project under Med4Cure, an Important Project of Common European Interest (IPCEI) on Health
• The study is being advanced in collaboration with the Spanish Phelan–McDermid Syndrome Association

MADRID and CAMBRIDGE, Mass., Sept. 28, 2026 (GLOBE NEWSWIRE) — Oryzon Genomics, S.A. (ISIN Code: ES0167733015, ORY), a clinical-stage biopharmaceutical company and a global leader in epigenetics, today announced that the European Medicines Agency (EMA) has authorized its Clinical Trial Application (CTA) to initiate a Phase II study to evaluate vafidemstat for the treatment of Phelan-McDermid Syndrome (PMS).

The study, named HOPE-2, is a single-center, single-arm, open-label Phase IIa study that will enroll 12 adult patients with Phelan-McDermid Syndrome, a genetic disease associated with autism spectrum disorder (ASD). The primary objective of the study is to evaluate the safety and tolerability of vafidemstat. Secondary objectives include assessing the effect of vafidemstat on anger and aggression, measured by the Aberrant Behavior Checklist (ABC) Irritability Subscale and the Clinical Global Impression of Severity – Anger and Aggression (CGI-S A/A), as well as the efficacy of vafidemstat in the treatment of overall disease in adults with PMS, measured by the Repetitive Behavior Scale-Revised (RBS-R), the Phelan-McDermid Syndrome Assessment of Severity (PMSA-S), and the ABC Subscales: Stereotypic Behaviour, Hyperactivity/Non-compliance, Inappropriate Speech, and Social Withdrawal. Vafidemstat will be administered for 12 weeks. After the first 12 weeks of treatment, the Investigator will assess whether the participant may continue treatment through week 24 based on clinical benefit.

PMS is a highly disabling neurodevelopmental disorder caused by deletions or pathogenic mutations in the SHANK3 gene. It is characterized by varying degrees of developmental delay, intellectual disability, delayed or absent speech, and autism spectrum disorder or symptoms of autism. Despite the high prevalence and substantial burden of aggression in PMS, there are no approved pharmacologic treatments for PMS or specifically targeting aggression in PMS. As a result, aggression is often managed off-label with medications that have limited efficacy and significant safety concerns.

“The initiation of the HOPE-2 study bolsters our strategy to expand the applicability of vafidemstat in CNS indications,” said Rolando Gutierrez-Esteinou, MD, Oryzon’s Chief Medical Officer for CNS. “Vafidemstat is the only LSD1 inhibitor in clinical development for Central Nervous System disorders, with a potent and unique mechanism of action that modulates transcriptional programs involved in neural plasticity, neuroinflammation and neuronal excitability. LSD1 inhibition has been shown to trigger a ‘reset’ of neuronal transcription and reverse social behavior and aggression phenotypes in ASD genetic models, including SHANK3-deficient mice. These preclinical findings and the clinical results observed in the REIMAGINE Phase IIa trial in ASD patients lead us to believe vafidemstat has unique potential to provide a promising treatment option for Phelan-McDermid Syndrome.”

Oryzon will collaborate with the Spanish Phelan-McDermid Syndrome Association to support the identification of potential participants for the HOPE-2 study.

“The approval of the HOPE-2 study is very important news for our families. Knowing that a potential treatment is being investigated to help manage agitation or aggressive behavior gives us great hope. We would like to thank the Oryzon team for involving us in this process from the outset. For us, it is essential to feel that we are part of these advances and to be able to contribute, drawing on our experience, to help research continue moving forward. We hope this study will bring us closer to new options that can improve the quality of life of our children,” said Norma Alhambra, President of the Spanish Phelan-McDermid Syndrome Association.

The HOPE-2 study will be conducted in Spain, as part of Oryzon’s VANDAM project. VANDAM, which is part of the Med4Cure Important Project of Common European Interest (IPCEI) on Health, has received funding from the Spanish Ministry of Science, Innovation and Universities and the Centre for the Development of Industrial Technology and Innovation (CDTI), under the Recovery, Transformation and Resilience Plan, funded by the European Union – NextGenerationEU.

About Oryzon
Founded in 2000 and headquartered in Barcelona, Spain, Oryzon (ISIN: ES0167733015) is a clinical-stage biopharmaceutical company and a European leader in epigenetics, with a strong focus on personalized medicine for central nervous system (CNS) disorders and oncology. Oryzon’s team comprises highly experienced pharmaceutical professionals based in Barcelona, Boston, and New Jersey. The Company has an advanced clinical portfolio built around two LSD1 inhibitors: iadademstat, its oncology/hematology program, which is being evaluated in several ongoing Phase I and II studies and has demonstrated strong preliminary clinical activity in acute myeloid leukemia, including a 100% overall response rate (ORR) in first-line AML; and vafidemstat, its lead CNS program, which is Phase III–ready in borderline personality disorder (BPD). In addition, Oryzon is advancing a broader epigenetics pipeline targeting other mechanisms, including HDAC6, for which the Company has nominated ORY-4001 as a clinical candidate for potential development in Charcot–Marie–Tooth disease (CMT), amyotrophic lateral sclerosis (ALS), and other neurological disorders. The Company also operates a robust platform for biomarker identification and target validation across malignant and neurological diseases. For more information, visit www.oryzon.com.

About Vafidemstat 
Vafidemstat (ORY-2001) is an oral, CNS-optimized LSD1 inhibitor with potential to address neuropsychiatric disorders through epigenetic modulation. In preclinical studies, vafidemstat has demonstrated effects on cognition, neuroinflammation, aggression, and social behavior, as well as neuroprotective and anti-inflammatory activity across multiple CNS disease models. Oryzon has completed several Phase II clinical trials with vafidemstat, including the REIMAGINE and REIMAGINE-AD trials in aggression in patients with different psychiatric disorders and in aggressive/agitated patients with moderate or severe AD, respectively, with positive clinical results reported in both trials. Following completion of the global randomized double-blind Phase IIb PORTICO trial in borderline personality disorder (BPD), vafidemstat is advancing as a Phase III-ready asset for aggression in BPD (PhIII in preparation). Vafidemstat is also being evaluated in the ongoing double-blind, randomized, placebo-controlled Phase IIb EVOLUTION trial in negative symptoms of schizophrenia. In addition, Oryzon is deploying a CNS precision medicine approach with vafidemstat in genetically defined patient subpopulations of certain CNS disorders, as well as in neurodevelopmental syndromes, including the HOPE-2 clinical trial in Phelan-McDermid Syndrome.

FORWARD-LOOKING STATEMENTS  
This communication contains, or may contain, forward-looking information and statements about Oryzon, including financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, and expectations with respect to future operations, capital expenditures, synergies, products and services, and statements regarding future performance. Forward-looking statements are statements that are not historical facts and are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Although Oryzon believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of Oryzon shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Oryzon that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the documents sent by Oryzon to the Spanish Comisión Nacional del Mercado de Valores (CNMV), which are accessible to the public. Forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Oryzon. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. All subsequent oral or written forward-looking statements attributable to Oryzon or any of its members, directors, officers, employees, or any person acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included herein are based on information available to Oryzon on the date hereof. Except as required by applicable law, Oryzon does not undertake any obligation to publicly update or revise any forward‐looking statements, whether as a result of new information, future events, or otherwise. This document does not constitute an offer or invitation to purchase or subscribe shares in accordance with the provisions of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, and/or the restated text of the Securities Market Law, approved by Law 6/2023 of 17 March, and its implementing regulations. Nothing in this document constitutes investment advice. In addition, this document does not constitute an offer of purchase, sale or exchange, nor a request for an offer of purchase, sale or exchange of securities, nor a request for any vote or approval in any jurisdiction. The shares of Oryzon Genomics, S.A. may not be offered or sold in the United States of America except pursuant to an effective registration statement under the Securities Act of 1933 or pursuant to a valid exemption from registration.

Spain	Oryzon	IR & Media, Europe & US
Patricia Cobo/Mario Cordera	Emili Torrell	Sandya von der Weid
Atrevia	Chief BD Officer	LifeSci Advisors, LLC
+34 91 564 07 25  +34 673 33 97 65	+34 93 515 1313	+41 78 680 05 38
pcobo@atrevia.com   mcordera@atrevia.com	etorrell@oryzon.com	svonderweid@lifesciadvisors.com

Vancouver, British Columbia, Sept. 28, 2026 (GLOBE NEWSWIRE) — Fobi AI Inc. (TSXV: FOBI) (Pink: FOBIF) (the “Company” or “Fobi”) today provided a corporate update on its recently introduced Fobi Flywheel, its active legacy businesses and its intended strategic focus for the balance of 2026.

Since trading in the Company’s shares resumed, Fobi has introduced four products that form the Fobi Flywheel, the focus of its future development and commercial strategy. Fobi believes this product stack is timely as organizations seek to deploy AI securely and at scale. Each product addresses a distinct need independently; together, they connect sovereign AI, trusted identity, coordinated action and conversational access.

The Fobi Flywheel

FORTRESS is Fobi’s sovereign enterprise AI infrastructure, designed to bring intelligence to an organization’s data and workflows while supporting control over its information and deployment environment.

AltID 3.0 is Fobi’s identity and digital trust platform, designed around verified identity, continuous authentication, verified presence and security capabilities intended for the post quantum era.

FIXYR is Fobi’s intelligent communication and orchestration layer, designed to connect requests with the systems and processes needed to produce an outcome.

AgenticBrain is Fobi’s conversational interaction layer, designed to let people access services and complete authorized tasks through natural language and familiar communication channels.

Each Flywheel product is designed to serve customers independently, while the products can also be combined as needs expand. Fobi believes this flexibility can address more customer needs, deepen relationships and create a foundation for future growth. The Company intends to focus its development and commercial efforts on advancing the Flywheel and bringing its capabilities into customer deployments.

From Strategy to Working AI

AI is moving faster than many businesses can put it to work. The opportunity now is to turn AI strategy into secure solutions that operate in the real world and deliver measurable value. Fobi believes its connected product stack and delivery capabilities can help customers move from a defined business problem to a working deployment with speed and agility.

Fobi intends to work with customers through design, integration and deployment, using FORTRESS, AltID 3.0, FIXYR and AgenticBrain independently or together where each adds value. Customers can begin with one immediate need and expand across the Flywheel as requirements evolve, with the goal of delivering measurable outcomes across organizations and markets.

Going Long and Narrow

Fobi believes the opportunity ahead requires sustained execution across a carefully selected set of connected capabilities. Management therefore intends to concentrate its attention, development efforts, commercial resources and capital allocation on the Fobi Flywheel, its consultancy and deployment model, and the markets where the Company believes it can create the greatest value. This focused approach is intended to move Fobi from operating a collection of separate businesses toward building and commercializing one expanding ecosystem.

“Our established businesses continue to serve customers and generate revenue, and we will support them as we execute the transition,” said Rob Anson, President and CEO of Fobi AI. “Sovereign AI has become an immediate business need. Recent disclosures from Anthropic and OpenAI underscore the risks that emerge when AI agents access sensitive information and take action. We architected Fobi’s new products with these challenges in mind: enterprise control through FORTRESS, trusted identity through AltID, coordinated action through FIXYR and natural interaction through AgenticBrain. Each is designed to address a need independently, and together they are intended to give customers a more controlled path to deploy AI with confidence. Our focus now is to demonstrate these capabilities and move them into working deployments. We believe trust will determine which companies lead the next era of enterprise AI, and we are building Fobi for that moment.”

A Focused Transition from Established Businesses

Passwallet, Passworks and Qples remain live businesses serving customers and generating revenue. Fobi intends to continue supporting existing customers and fulfilling its obligations as it evaluates the best path for each business within its broader strategy.

Passwallet and Passworks. Both businesses remain active and continue serving customers. Fobi is currently developing a next generation wallet platform designed to support the current Fobi Flywheel and future capabilities as they are introduced.

Once that platform is complete and an appropriate customer transition can be arranged, the Company intends to pursue a sale of the existing Passwallet business. Fobi is also reviewing how Passworks and its customer relationships, capabilities and assets may support or transition within the Company’s focused strategy. No sale agreement has been entered into for Passwallet, and no transaction involving Passworks has been announced. The timing and terms of any transaction remain to be determined.

Qples. Fobi intends to explore a sale of the Qples business or a strategic joint venture that could include an equity interest. The Company will assess potential structures according to their ability to preserve or create value while allowing management to concentrate resources on the Fobi Flywheel. There can be no assurance that a transaction will result.

Management is targeting a transition of the legacy businesses and related assets by the end of 2026 where commercially practical. The timing and form of any transition will depend on customer continuity, market interest, negotiated terms and any required approvals. Until then, these businesses remain operational and continue to serve their customers.

Live Interactive Product Demo

Fobi will host a live interactive product demo on October 7, 2026, at 8:30 a.m. Pacific Time (11:30 a.m. Eastern Time). The session will give participants a direct look at the Fobi Flywheel and how its connected products are designed to work together. Fobi shareholders and other participants are asked to register for the live demo using this link: https://luma.com/qr1zmoft

New Website and Investor Pass

Fobi’s new website is now live at www.fobi.ai, bringing the Company’s evolving technology portfolio and strategic direction together in one place. The new Fobi Investor Pass is also ready for download, providing shareholders and prospective investors with a mobile way to stay connected to Company information and updates. Visit www.fobi.ai for details.

Fobi expects to share further developments ahead of its October 7 live demonstration and as the Flywheel advances. Four products have been introduced. Each stands on its own. As their connections come into focus, a larger opportunity begins to emerge.

About Fobi AI

Fobi AI Inc. (TSXV: FOBI, Pink: FOBIF) is building sovereign intelligence, identity and digital trust infrastructure for the AI era. Through FORTRESS, AltID 3.0, FIXYR and AgenticBrain, Fobi is developing a connected technology ecosystem designed to help organizations securely connect information, systems, people and workflows. For more information, visit www.fobi.ai.

Contact

Fobi AI Inc.
Rob Anson, President and CEO
rob@fobi.ai
ir@fobi.ai
+1 877 754 5336 Ext. 3

Neither the TSX Venture Exchange nor its Regulation Services Provider, as that term is defined in the policies of the TSX Venture Exchange, accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Information

This release contains forward looking information within the meaning of applicable securities laws, including statements concerning the development, integration and commercialization of FORTRESS, AltID 3.0, FIXYR, AgenticBrain and a next generation wallet platform; the potential benefits and adoption of the Fobi Flywheel and its consultancy and deployment model; the planned live interactive product demonstration; the Company’s intended allocation of resources and strategic focus; the continued operation and potential transition of Passwallet, Passworks and Qples; the timing and possible completion of a Passwallet sale, a Qples sale or a strategic joint venture; and the anticipated transition of legacy businesses and assets by the end of 2026.

This information is based on management’s current expectations and assumptions, including the availability of financing and development resources, progress toward product completion, customer and partner demand, continuity of existing operations, the availability of suitable counterparties, acceptable transaction terms and any necessary corporate, exchange or regulatory approvals. Actual results may differ materially because of product development and integration challenges, execution and financing risks, changes in customer demand or market conditions, inability to identify a buyer or partner, failure to agree on acceptable terms, delays in obtaining approvals and other risks described in the Company’s public disclosure. No transaction or transition is assured, and the Company may change its plans as circumstances develop. Readers should not place undue reliance on forward looking information. Except as required by applicable securities laws, the Company undertakes no obligation to update it.

Program to test shallow conductive targets, several with nearby radiometric anomalies interpreted to reflect uranium-bearing sources

CALGARY, Alberta, Sept. 28, 2026 (GLOBE NEWSWIRE) — Traction Uranium Corp. (CSE: TRAC) (OTC: TRCTF) (FRA: Z1K) (the “Company” or “Traction”) is pleased to announce that diamond drilling has commenced at the Aurora Uranium Project (“Aurora” or the “Project”) in Saskatchewan’s Athabasca Basin region. The program is planned to comprise approximately 800 metres in four to six holes, testing shallow conductive targets selected using recent airborne geophysical surveys. Cosa Resources Corp. (“Cosa”), the owner and operator of Aurora, is conducting the program with full funding from Traction. Under the option agreement dated February 10, 2026, Traction may earn up to an 80% interest in the Project by funding $9.15 million in exploration expenditures and completing the required cash and share payments.

The program will primarily test conductive anomalies identified by Cosa’s 2024 airborne VTEM electromagnetic survey. Target selection also draws on gravity and magnetic data and the property-wide high-resolution magnetic and radiometric survey completed in July 2026. Three of the four target areas have associated radiometric anomalies interpreted to reflect uranium-bearing sources, located down-ice of the conductive targets. At target A1 in southwestern Aurora, drilling will test a northeast-trending conductive response adjacent to a uranium-source radiometric anomaly, where no Athabasca sandstone cover is expected. Target A2, in the northern part of the Project, comprises a conductive response coincident with several interpreted magnetic lineaments. Approximately 30 metres of sandstone is present in this area, with several radiometric anomalies located down-ice. Targets A4 and A5 comprise curved conductive trends adjacent to lineaments interpreted from magnetic and/or Z-Tipper Electromagnetic data. Both lie just inside the mapped edge of the Athabasca Basin and up-ice of uranium-source radiometric anomalies. Ground follow-up of selected radiometric anomalies is also planned to assess their sources and support further target prioritization.

“This is the first drilling at Aurora in more than four decades, and it’s being carried out by a Cosa team with a strong discovery track record in the Athabasca Basin,” said Jared Suchan, Chief Executive Officer of Traction. “We’re testing shallow conductive targets, several with nearby interpreted uranium-source radiometric anomalies, and we look forward to updating shareholders as results come in.”

Figure 1. The Aurora Project drill target areas.

Qualified Person
Jared Suchan, Ph.D., P.Geo., CEO and Director of the Company, and a Qualified Person within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical contents of this news release.

For a discussion of the Company’s QA/QC and data verification processes and procedures, please see its most recently-filed technical report, a copy of which may be obtained under the Company’s profile at http://www.sedarplus.ca.

About Traction Uranium Corp.
Traction is in the business of mineral exploration and the development of discovery prospects in Canada, including its uranium project in the world-renowned Athabasca Region. We invite you to find out more about our exploration-stage activities across Canada’s Western region at https://tractionuranium.com.

About Cosa Resources Corp.
Cosa Resources is a Canadian uranium exploration company operating in northern Saskatchewan. Its portfolio comprises roughly 237,000 ha across multiple 100% owned and Cosa-operated Joint Venture projects in the Athabasca Basin region, all of which are underexplored, and the majority reside within or adjacent to established uranium corridors.

Cosa’s award-winning management team has a long track record of success in Saskatchewan. In 2022, members of the Cosa team were awarded the AME Colin Spence Award for their previous involvement in discovering IsoEnergy’s Hurricane deposit. In addition to Hurricane, Cosa personnel led teams or had integral roles in the discovery of Denison’s Gryphon deposit and held key roles in the founding of both NexGen and IsoEnergy.

On Behalf of The Board of Directors

Jared Suchan
CEO and Director
(604) 425-2271
info@tractionuranium.com

Forward-Looking Statements
Certain statements contained in this news release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “planned”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Forward-looking information in this news release includes, but is not limited to, statements regarding the planned scope, size and timing of the drill program at the Aurora Project, including the anticipated number of holes and metres; the targets to be tested and the interpretation of geophysical and radiometric data; planned ground follow-up of radiometric anomalies; the Company’s ability to earn an interest in the Aurora Project under the option agreement; and the Company’s near and longer term exploration plans.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including that drilling equipment, personnel and supplies will be available as required; that weather, site access and ground conditions will permit the program to proceed as planned; that Cosa will conduct the program as operator in accordance with the option agreement; that all necessary permits and approvals will be maintained; and that the Company will have sufficient funding to complete the program and meet its obligations under the option agreement. Although such statements are based on reasonable assumptions of the Company’s management, there can be no assurance that any conclusions or forecasts will prove to be accurate.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include: the risk that the Company does not exercise the option or acquire any interest in the Aurora Project; the risk that drilling does not intersect uranium mineralization or that geophysical, conductive or radiometric anomalies are not caused by uranium-bearing sources; the Company’s reliance on Cosa as owner and operator of the Project; weather, seasonal and site access conditions; risks inherent in the exploration and development of mineral projects, including risks relating to changes in project parameters as plans continue to be redefined and the risk that exploration and development activities will cost more than the amount budgeted for such activities by the Company; access and supply risks; operational risks; regulatory risks, including risks relating to the acquisition of the necessary licenses and permits; fluctuations in uranium prices; and financing, capitalization and liquidity risks. The forward-looking information contained in this news release is made as of the date hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

The CSE has neither approved nor disapproved the information contained herein.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/ae199209-30e3-4b7c-81e2-d01ee80b8f07

CUPERTINO, Calif., Sept. 28, 2026 (GLOBE NEWSWIRE) — Aemetis, Inc. (NASDAQ: AMTX), a diversified renewable natural gas and biofuels company, today announced that it has received $22.4 million from the sale of Section 45Z Clean Fuel Production Tax Credits.

The Section 45Z tax credits were generated from ethanol and renewable natural gas (RNG) production in 2026 and represent a tax credit value of approximately $0.33 per gallon of ethanol and $62 per MMBtu of RNG, before sale discounts and transaction costs. The tax credit value is based on the recent update to the 45ZCF-GREET model that was issued by the U.S. Department of Energy (DOE) on September 8, 2026.

“Aemetis continues to benefit from Section 45Z Clean Fuel Production Tax Credits as a recurring source of cash flow, executing on our monetization strategy,” said Eric McAfee, Chairman and CEO of Aemetis. “With recent updates this month to the Section 45Z calculation and expected expansion of production volumes and energy efficiency projects, the ongoing value of Section 45Z credits to Aemetis is expected to continue to grow significantly.”

The new September 8 version of the 45ZCF-GREET model includes updated pathways for RNG produced from dairy manure anaerobic digestion as required by the One Big Beautiful Bill Act. It also now allows ethanol producers to account for low-carbon corn feedstock that is grown with regenerative agricultural practices. Aemetis expects to increase the value per gallon of its ethanol Section 45Z credit once the use of low-carbon corn is fully documented.

“We appreciate the work by Treasury, the IRS, DOE, and USDA to release the update to the 45ZCF-GREET calculations in compliance with the July 2025 One Big Beautiful Bill Act,” added McAfee. “These supportive biofuels and agriculture policies share the monetary benefits of 45Z with farmers and dairies. We also urge Treasury and DOE to continue supporting Section 45Z by allowing the qualification of all emissions captured from expanding dairy and farm operations.” 

Contacts
Investor Relations:
Todd Waltz
(408) 213-0940
investors@aemetis.com

Media:
Lisa Gibson
(701) 610-1172
lisa.gibson@sageandstonestrategies.com  

About Aemetis

Headquartered in Cupertino, California, Aemetis is a diversified renewable natural gas and biofuels company focused on the development and operation of innovative technologies that lower energy costs and reduce emissions. Founded in 2006, Aemetis is operating and expanding a California biogas digester network and pipeline system to convert dairy waste gas into Renewable Natural Gas. Aemetis owns and operates a 65 million gallon per year ethanol production facility in California’s Central Valley near Modesto that supplies about 80 dairies with animal feed. Aemetis owns and operates an 80 million gallon per year production facility on the East Coast of India producing high-quality biodiesel and refined glycerin. To utilize the byproducts from ethanol production, Aemetis is developing a sustainable aviation fuel plant and a CO2 sequestration project in California. For additional information about Aemetis, please visit www.aemetis.com.

Safe Harbor Statement

This news release contains forward-looking statements, including statements regarding assumptions, projections, expectations, targets, intentions or beliefs about future events or other statements that are not historical facts. Forward-looking statements include, without limitation, projections of financial results; statements related to the development, engineering, financing, construction and operation of the Aemetis biodiesel and other biofuel facilities; our ability to promote, develop, finance, and construct facilities to produce biodiesel, renewable fuels, and biochemicals; and statements about future market prices and results of government actions. Words or phrases such as “anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “showing signs,” “targets,” “view,” “will likely result,” “will continue” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on current assumptions and predictions and are subject to numerous risks and uncertainties. Actual results or events could differ materially from those set forth or implied by such forward-looking statements and related assumptions due to certain factors, including, without limitation, competition in the ethanol, biodiesel and other industries in which we operate, commodity market risks including those that may result from current weather conditions, financial market risks, customer adoption, counter-party risks, risks associated with changes to federal policy or regulation, and other risks detailed in our reports filed with the Securities and Exchange Commission, including our Annual Reports on Form 10-K, and in our other filings with the SEC. We are not obligated, and do not intend, to update any of these forward-looking statements at any time unless an update is required by applicable securities laws.

Since 2018, Astro Digital has delivered nearly 40 satellites across 16 mission types for more than 30 customers, including NASA, the Department of Defense, Boeing, and Sony.

Astro Digital grew revenue at a 42% two-year CAGR while generating positive adjusted EBITDA, a rare combination among public space peers.

$50 million PIPE with Proem Asset Management and its affiliates committing $25 million, co-led with Leon Capital Group

Proem Asset Management is led by Imran Khan, former Chief Strategy Officer of Snap; following closing, Imran Khan will join the board of directors of Astro Digital.

DENVER, CO and DALLAS, TX, Sept. 28, 2026 (GLOBE NEWSWIRE) — Astro Digital, US, Inc. (“Astro Digital” or the “Company”), a designer, manufacturer and operator of mission-configurable satellites for commercial, civil and defense applications, and Proem Acquisition Corp I (Nasdaq: PAAC) (“Proem”), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement. Upon closing of the business combination, Proem will be named Astro Digital Holdings, Inc. and is expected to trade on Nasdaq following closing, which is anticipated in the first quarter of 2027, subject to certain closing conditions.

Astro Digital designs, manufactures, and operates satellite systems and mission support services for applications such as earth observation, communications, space infrastructure and defense applications. Since 2018, Astro Digital has delivered nearly 40 satellites across 16 distinct mission types and has served more than 30 customers including NASA, the Department of Defense, Boeing, and Sony. Its platforms have enabled a series of industry firsts, including Starcloud-1, which in November 2025 carried the first NVIDIA H100 GPU into orbit and has since run large language model training and inference on orbit; Mandrake, which demonstrated optical inter-satellite links for DARPA and the Space Development Agency; and Otter Pup 1 and 2, a mission demonstration for rendezvous, proximity operations and docking for Starfish Space.

“Breakthrough technologies and expanding commercial applications are driving rapid innovation across the constellation and space sectors and Astro Digital is uniquely positioned to benefit from these tailwinds,” said Chris Biddy, Co-Founder and Chief Executive Officer of Astro Digital. “Over the past 11 years, we have developed strong customer relationships, meeting growing demand with rapid execution capabilities, our scalable manufacturing platform and cost discipline. Unlike competitors in this industry, we have been able to deliver nearly 40 satellites, profitably, with revenue compounding at 42% annualized over two years, positive adjusted EBITDA, and a backlog that doubled last year.”

“We see a long runway for continued growth,” Biddy added. “Our customers continue to expand their constellation plans and develop new applications including data-centers-in-space which we are well suited to take on. This transaction with Proem will enable us to increase our sales force and production capacity, and expand into new verticals, while preserving the discipline that got us here. We are grateful to have Proem as a partner on this journey.”

“We like this business for five reasons,” said Imran Khan, Chairman and Chief Executive Officer of Proem and Founder and Chief Investment Officer of Proem Asset Management. “One, it is capital efficient: it has built satellites for eleven years and delivered nearly 40 of them without the cash burn that defines most of this sector. Two, it is direct leverage to the secular growth of space; as constellations multiply, demand for its platforms multiplies with them. Three, its growth comes from multiple vectors: existing customer follow-ons, new customer wins, government and sovereign programs, and new mission categories like orbital data centers. Four, the management team has a proven track record; they built this business from zero. And five, it is adjusted EBITDA profitable, and has been while compounding revenue at an impressive rate.”

The business combination values Astro Digital at a pro forma post-money enterprise value of approximately $587 million. The transaction will be funded by up to approximately $180 million in gross proceeds, comprising up to $130 million of cash held in Proem’s trust account (assuming no redemptions) and approximately $50 million from PIPE investments led by Proem Asset Management and Leon Capital Group, of which Proem Asset Management and its affiliates have committed $25 million. The transaction has been unanimously approved by the boards of directors of both Astro Digital and Proem and is expected to close in the first quarter of 2027, subject to approval by Proem’s shareholders, the satisfaction of a minimum cash condition of $30 million, the effectiveness of a registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission (the “SEC”), and other customary closing conditions.

Astro Digital’s existing management team, led by Co-Founder and Chief Executive Officer Chris Biddy and Chief Financial Officer and EVP of Operations Michael Wilson, will continue to lead the combined company. Imran Khan, Chairman and Chief Executive Officer of Proem and Founder and Chief Investment Officer of Proem Asset Management, will join the board of directors of the combined company at closing, alongside current Astro Digital directors Adrian Steckel, former CEO of OneWeb, and Dr. Derek Tournear, former director of the Space Development Agency.

Additional information about the proposed transaction, including a copy of the business combination agreement and an investor presentation, will be provided in a Current Report on Form 8-K to be filed by Proem with the SEC and available at www.sec.gov.

Conference Call and Investor Presentation

Astro Digital and Proem will host a joint investor conference call on September 28, 2026, at 9:00 a.m. ET to discuss the proposed transaction. Participants can register for the webcast at https://events.q4inc.com/attendee/122125528. The webcast and the accompanying investor presentation will also be available on Proem’s website at www.proemacq.com. A replay will be available following the call.

Advisors

Broadfield US LLP is serving as legal counsel to Astro Digital. Clear Street is serving as financial and capital markets advisor to Proem, and Loeb & Loeb LLP is serving as legal counsel to Proem.

About Astro Digital

Astro Digital, a Delaware corporation, is the infrastructure powering space constellations. The Company designs, manufactures, launches and operates mission-configurable satellites for commercial, civil and defense customers, partnering with constellation operators from first spacecraft through constellation-scale production. Since 2018, Astro Digital has served more than 30 customers across 16 mission types, delivering nearly 40 satellites with decades of cumulative on-orbit time. The Company is headquartered in Denver, Colorado, with operations in California and Australia. For more information, visit www.astrodigital.com.

About Proem Acquisition Corp I

Proem Acquisition Corp I, a Cayman Islands exempted company (Nasdaq: PAAC) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Proem is sponsored by Proem SPAC Partners I LLC, an affiliate of Proem Asset Management, a long-biased equity fund focused on the technology, media, telecommunications and consumer sectors. Proem raised $130 million in its initial public offering in February 2026, and its units, ordinary shares and warrants trade on Nasdaq under the symbols “PAACU”, ”PAAC” and “PAACW”, respectively.

Non-GAAP Financial Measures

This press release includes references to adjusted EBITDA, a financial measure that is not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Astro Digital defines adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization, adjusted for stock-based compensation. Astro Digital believes adjusted EBITDA provides useful information to investors regarding its operating performance. Non-GAAP financial measures should not be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP. A reconciliation of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, is included in the investor presentation. Financial information for Astro Digital presented herein is unaudited and preliminary; 2026E-2029E figures are projections.

Additional Information and Where to Find It

The business combination will be submitted to shareholders of Proem for their consideration. Proem and Astro Digital intend to jointly file a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which will include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to Proem’s shareholders as of a record date to be established for voting on the business combination and other proposals. Proem may also file other relevant documents regarding the business combination with the SEC. Proem’s shareholders and other interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus, in connection with Proem’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve, among other things, the business combination, because these documents will contain important information about Proem, Astro Digital and the business combination. Shareholders may also obtain a copy of the preliminary or definitive Proxy Statement/Prospectus, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC by Proem, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Proem’s Chief Executive Officer at 3860 W. Northwest Hwy, Suite 470, Dallas, TX.

Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, (1) statements regarding estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity; (2) references with respect to the anticipated benefits of the proposed business combination and the projected future financial performance of Astro Digital following the proposed business combination; (3) changes in the market for Astro Digital’s satellite technology infrastructure and mission support services, expansion plans and opportunities; (4) Astro Digital’s aerospace business, including modular satellite technology infrastructure and mission support services; (5) the sources and uses of cash in connection with the proposed Business Combination; (6) the anticipated capitalization and enterprise value of Proem following the consummation of the proposed business combination; (7) the projected technological developments of Astro Digital; (8) current and future potential commercial and customer relationships; (9) the ability to operate efficiently at scale; (10) anticipated investments in capital resources and research and development, and the effect of these investments; (11) the amount of redemption requests made by Proem’s public shareholders; (12) the ability of Astro Digital to issue equity or equity-linked securities in the future; (13) the failure to achieve the minimum cash condition; (14) the inability to obtain or maintain the listing of the combined company’s common stock on Nasdaq following the proposed business combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaq’s initial listing standards in connection with the consummation of the proposed business Combination; and (15) expectations related to the terms and timing of the proposed Business Combination. Additional risks include the availability and funding of the PIPE financing, including the risk that any PIPE investor may fail to satisfy its obligations; the level of redemptions and the resulting effect on minimum cash condition; delays in resolving SEC comments on, or obtaining effectiveness of, the Registration Statement; the failure to obtain required shareholder approvals or Nasdaq listing approval; and risks relating to Astro Digital’s aerospace, satellite, remote-sensing, communications and government-contract businesses, including export-control, sanctions, and other national-security regulatory requirements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Proem’s and Astro Digital’s management and are not predictions of actual performance. Any projections or other forward-looking information included in this press release, any investor presentation or other transaction communications are provided for illustrative purposes only, were prepared for purposes of evaluating the proposed business combination and related financing, and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability; no representation or warranty is made as to their achievability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Proem and Astro Digital. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the final prospectus of Proem filed with the SEC on February 13, 2026 (File No. 333-292217), and/or will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, and in those other documents that Proem and Astro Digital have filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither Proem nor Astro Digital presently know or that Proem and Astro Digital currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Proem’s and Astro Digital’s expectations, plans or forecasts of future events and views as of the date of this press release. Proem and Astro Digital anticipate that subsequent events and developments will cause Proem’s and Astro Digital’s assessments to change. However, while Proem and Astro Digital may elect to update these forward-looking statements at some point in the future, Proem and Astro Digital specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Proem’s and Astro Digital’s assessments as of any date subsequent to the date of this release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Participants in the Solicitation

Proem and Astro Digital and certain of their respective directors, executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the business combination under the rules of the SEC. Information about (i) the directors and executive officers of Proem is set forth in Proem’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 26, 2026, and (ii) a description of the interests of the directors and executive officers of Proem and Astro Digital and the business combination will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, which documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contacts

Astro Digital
Email: investor@astrodigital.com
Website: www.astrodigital.com

Proem Acquisition Corp I
Tel. No.  (214)  706-9344
Website: www.proemacq.com

188% increase in Gross Profit, growth in net assets to $106 million

Company restructure in H1 2026 has resulted in profitable operating units, 99% reduction in third-party debt.

79% reduction in total net loss to $4 million, down from $19 million in first half of 2025.

Legal wins have removed constraints to future growth of its dual AI and Bitcoin treasury plans.

SINGAPORE, Sept. 28, 2026 (GLOBE NEWSWIRE) — Genius Group Limited (NYSE American: GNS) (“Genius Group”, “GNS” or the “Company”), a leading AI-powered education group, today announced its unaudited financial results for the six months ended June 30, 2026.

Roger Hamilton, CEO of Genius Group, said: “The first half of 2026 was a period of restructuring. We closed or restructured loss-making divisions, paid down 99% of all third-party debt, and rebuilt the Group around three operating units: Genius School, Genius Academy and Genius Resorts. As a result, the group achieved 140% increase in revenue, with $6.4 million net profit from operating businesses.”

“Since the end of the period, the last of the constraints on the business has been removed. On August 31, 2026 the U.S. Court of Appeals for the Second Circuit vacated the preliminary injunction that had restrained the Company from issuing shares, raising capital and purchasing Bitcoin, and we received a final ICC arbitration award in our favor of $7,971,168.53 together with the return of 7,387,374 shares. That allows us to pursue the $1.2 billion capital plan approved by our Board, to fund our dual AI and Bitcoin treasury, and to scale the Genius OS product suite and the Genius City model we launched in Bali. We are focused on building our net asset per share, and further to the growth in our net assets to $106 million, our net asset per share has grown to $0.61 per share.”

The results presented in this release are for the six months ended June 30, 2026 and are unaudited. They include a full six months of the entities acquired in the second half of 2025 – Entrepreneur Resorts Pte Ltd, Tau Game Lodge, Matla Game Lodge, Vision Villa Resort and Genius Cafe, all completed on July 31, 2025, and ProEd Global School, completed in November 2025 – whereas the comparative period ended June 30, 2025 does not include them. Revealed Films, which closed on May 13, 2026, and E-Squared Education Enterprises, which closed in 2025, are presented within discontinued operations for both periods. The unaudited condensed consolidated financial statements for the six months ended June 30, 2026 have been reviewed by the Company’s auditor and are compared with the reviewed unaudited financial statements for the six months ended June 30, 2025.

Financial Highlights for the First Half of 2026

	●	140% increase in revenue from continuing operations of $6.2 million, compared to $2.6 million in the first half of 2025. The increase was driven by $2.1 million of Resorts revenue following the acquisitions completed in July 2025 and growth in School revenue to $2.3 million from $0.4 million. Academy revenue was $1.7 million.
	●	188% increase in gross profit to $3.5 million from $1.2 million, driven by a focus on higher margin education programs with gross margin improving to 56.6% from 47.1%.
	●	A decrease in operating expenses to $12.1 million, compared to $12.7 million in the first half of 2025. The decrease was primarily driven by a $2.8 million reduction in stock-based compensation together with lower depreciation and amortization and lower foreign exchange losses, and a reduction in underlying general and administrative costs.
	●	A reversal in operational performance to $6.4 million net profit from operations, compared to $2.8 million net loss from operations in the first half of 2025.
	●	35% reduction in net loss from treasury and central costs to $10.5 million from $16.2 million in the first half of 2025, after taking into account one-off costs including a $3.1 million charge from the reduction in its Bitcoin Treasury and $1.2 million in non-recurring expenses.
	●	79% reduction in total net loss to $4.0 million, compared to $19 million in the first half of 2025.
	●	Basic and diluted loss per share of $(0.06), based on 162.6 million weighted-average shares outstanding, compared to a loss per share of $(0.34) on 53.2 million weighted-average shares in the first half of 2025 on a continuing basis.
	●	Cash and cash equivalents of $1.9 million as of June 30, 2026, compared to $2.4 million as of December 31, 2025. The decrease reflects $8.2 million used in investing activities: principally a $7.7 million purchase of a senior secured convertible note, convertible at the Company’s election into 9.9% equity in the Jewel Bank which was partly offset by $6.7 million generated from operating activities and $1.5 million from financing activities (primarily $11.3 million of share issuance proceeds, net of $8.6 million of debt repayment).
	●	Total current assets of $10.10 million, compared to $23.9 million as of December 31, 2025 due to the disposal of the Group’s digital assets, the proceeds of which were applied to repay the associated Bitcoin-backed loan and the Group’s remaining third-party debt.
	●	Total assets of $131.5 million, compared to $136.9 million as of December 31, 2025, with total liabilities reduced by 37% to $25.5 million from $40.3 million.
	●	Net assets of $105.97 million as of June 30, 2026, compared to $96.62 million as of December 31, 2025, representing a 10% increase, and resulting in Net Asset Value per Share (NAVPS) of $0.61 per share.

Strategic and Operational Highlights for the First Half of 2026

	●	Closure or restructuring of loss-making divisions, including the closure of Revealed Films on May 13, 2026, leaving three operating units: Genius School, Genius Academy and Genius Resorts.
	●	Sale of the remainder of the Company’s Bitcoin Treasury and repayment of the Company’s third-party debt, reducing total liabilities by 37% to $25.5 million.
	●	Growth in net assets to $106 million at June 30, 2026 from $96.6 million at December 31, 2025, with net asset value per share adopted as a primary performance measure.
	●	Launch and scaling of Student AI and Teacher AI, which reached approximately 300,000 users during 2026.
	●	Completion in February 2026 of the share count exercise under the Asset Purchase Agreement with Entrepreneur Resorts Ltd, with 16.7 million ERL shares converting to GNS shares.
	●	Buyback of 6,037,851 ordinary shares and cancellation of 20,000,000 ordinary shares in June 2026, equivalent to 16% of the Company’s public float.
	●	Continued progress on the Company’s legal actions, including its appeal against the preliminary injunction and its ICC arbitration claim.

Recent Strategic and Operational Highlights

	●	Launch on July 21, 2026 of Genius OS, the Company’s full AI-agent product suite spanning Genius School, Genius Academy, Genius Resorts and Genius City, connecting to over 300 AI models and offered on free, $9 per month and $90 per month subscription tiers.
	●	Award of a Five-Star Hotel rating to Vision Villa Resort in Bali in July 2026 under Indonesia’s Star Hotel Tourism Business Certification Scheme.
	●	Second round of the Company’s Share Loyalty Bonus Program, with a record date of July 31, 2026 and a cash bonus of $0.10 per qualifying share for shares held in book entry through January 30, 2027. Directors, officers and employees do not qualify.
	●	Launch in August 2026 of the first phase of the $14 million Genius City joint venture at Nuanu Creative City, Bali, comprising Genius Zone, Genius Cafe, Genius Missions and Genius School.
	●	Opening of the 2026/27 school year at the Nuanu campus with 235 students, approximately 65% year-on-year enrolment growth, with capacity across the Company’s Bali campuses expanded to approximately 1,000 students.
	●	Net assets of $105.97 million and net asset value per share of $0.61 based on 173.4 million issued shares.
	●	Announcement on August 27, 2026 of a five-year capital plan under the Company’s $1.2 billion shelf registration, to be funded through the issuance of a publicly registered Perpetual Preferred Security with an initial offering targeted at $12.5 million. Targets under that capital plan of $800 million in AI treasury assets and $827 million in Bitcoin treasury assets, and $2 billion in total assets by the financial year ending 2031.
	●	Shareholder authorization for the issuance of preferred shares and for the buyback of up to 20% of the Company’s ordinary shares.
	●	Vacatur, by summary order of the U.S. Court of Appeals for the Second Circuit dated August 31, 2026, of the preliminary injunction entered by the U.S. District Court for the Southern District of New York on March 13, 2025, which had restrained the Company from issuing shares, raising capital and purchasing Bitcoin. The matter has been remanded to the district court for further proceedings.
	●	Final ICC arbitration award in the Company’s favor, entitling the Company to the return of 7,387,374 ordinary shares, monetary damages of $6,595,180 and legal fees and expenses of $1,375,988.53, a total of $7,971,168.53.

Gaurav Dama, CFO of Genius Group, said: “Our priority in the first half was to put the balance sheet on a sound footing. We disposed of the remaining Bitcoin Treasury and repaid third-party debt, which reduced total liabilities by 37% to $25.5 million and lifted net assets 10% to $106 million. At the same time we closed or restructured loss-making divisions and held central costs down. Each operating unit is now expected to fund its own growth, and with the injunction lifted we are able to raise capital on planned terms rather than opportunistically. Net asset value per share remains our reporting focus.”

Other

The audit report on the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 9, 2026, was prepared on a going concern basis. The Company’s unaudited condensed consolidated financial statements as of June 30, 2026 have also been prepared on a going concern basis.

About Genius Group

Genius Group (NYSE American: GNS) delivers AI-powered education and acceleration solutions for the future of work. The Group serves 6 million users in over 100 countries through its Genius City model and its online marketplace of AI training, AI tools and AI talent, providing personalized, entrepreneurial AI pathways at individual, enterprise and government level. To learn more, please visit www.geniusgroup.net.

Investor Notice

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described in our most recent Annual Report on Form 20-F, as amended for the fiscal year ended December 31, 2025, filed with the SEC on March 9, 2026. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See “Forward-Looking Statements” below.

Forward-Looking Statements

Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company’s Annual Reports on Form 20-F, as may be supplemented or amended by the Company’s Reports of a Foreign Private Issuer on Form 6-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

GENIUS GROUP LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Expressed In US Dollars)

		As of June 30, 2026				As of December 31, 2025
		(Unaudited)				(Audited)
Assets
Current Assets
Cash and cash equivalents			1,883,775				2,422,988
Accounts receivable, net			1,066,049				1,122,988
Other receivables			1,734,079				1,734,281
Due from related parties			3,572,192				388,129
Digital assets			–				14,901,321
Inventories			211,532				682,575
Prepaid expenses and other current assets			1,631,115				2,613,014
Total Current Assets			10,098,742				23,865,296
Property and equipment, net			13,046,614				12,946,708
Operating lease right-of-use asset			2,136,932				2,315,726
Investments at fair value			9,998,751				1,396,266
Investments in joint venture			5,100,000				5,100,000
Goodwill			44,784,037				44,792,535
Intangible assets, net			9,580,637				9,763,092
Other receivables			795,492				814,457
Other non-current assets			35,941,962				35,941,961
Total Assets			131,483,167				136,936,041
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable			6,539,417				4,253,912
Accrued expenses and other current liabilities			2,677,214				3,564,543
Deferred revenue			4,059,913				3,886,345
Income tax payable			50,630				71,263
Due to related parties			1,169,741				7,009,162
Operating lease liabilities – current portion			325,264				234,169
Loans payable – current portion			101,532				8,577,774
Short term debt			25,000				25,000
Total Current Liabilities			14,948,711				27,622,168
Due to related parties			9,239,094				9,722,569
Operating lease liabilities – non current portion			1,939,977				2,066,167
Deferred tax liability			(626,267	)			907,500
Loans payable – non-current portion			6,784				–
Total Liabilities			25,508,299				40,318,404
Commitments and Contingencies Shareholders’ Equity:
Contributed capital			251,089,794				238,695,979
Treasury shares			(4,346,764	)			(4,346,764	)
Reserves			(6,188,838	)			(7,131,612	)
Accumulated deficit			(141,681,155	)			(137,963,053	)
Capital and reserves attributable to owners of Genius Group Ltd			98,873,037				89,254,550
Non controlling interest			7,101,831				7,363,087
Total Shareholders’ Equity			105,974,868				96,617,637
Total Liabilities and Shareholders’ Equity			131,483,167				136,936,041

GENIUS GROUP LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed In US Dollars)

		For the Six months ended
		Jun 30, 2026				June 30, 2025
		(Unaudited)				(Unaudited)
Revenue		$	6,199,005			$	2,585,564
Cost of revenue			(2,690,593	)			(1,367,536	)
Gross profit			3,508,412				1,218,028
Operating (Expenses) Income
General and administrative			(10,539,710	)			(10,638,567	)
Depreciation and amortization			(357,282	)			(727,573	)
Other operating income			17,214				418
Legal expenses			(1,247,189	)			(1,023,496	)
Loss from foreign currency transactions			(22,933	)			(272,299	)
Total operating expenses			(12,149,900	)			(12,661,517	)
Loss from Operations			(8,641,488	)			(11,443,489	)
(Expense) Income
Interest expense, net			(500,962	)			(735,670	)
Loss on sale of Digital asset			(3,138,337	)			(5,873,799	)
Reversal of impairment loss			3,179,313				–
Other expense			(8,293	)			–
Other income			45,828				3,083
Total Other Expense			(422,451	)			(6,606,386	)
Loss Before Income Tax from continuing operations			(9,063,939	)			(18,049,875	)
Income Tax (Expense) / Benefit			(544	)			1,186
Net Loss from continuing operations			(9,064,483	)			(18,048,689	)
Profit/(Loss) from discontinued operations, net of tax			5,085,125				(954,852	)
Net Loss			(3,979,358	)			(19,003,541	)
Other comprehensive income/(loss):
Foreign currency translation			942,774				481,899
Total Comprehensive Loss			(3,036,584	)			(18,521,642	)
Total Comprehensive Loss is attributable to:
Owners of Genius Group Ltd			(2,775,328	)			(18,492,255	)
Non controlling interest			(261,256	)			(29,387	)
Total Comprehensive Loss			(3,036,584	)			(18,521,642	)
Weighted-average number of shares outstanding, basic and diluted			162,675,202				53,195,540
Basic and diluted loss per share from continuing operations			(0.06	)			(0.34	)

GENIUS GROUP LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed In US Dollars)

		For the Six months Ended
		June 30, 2026				June 30, 2025
		(Unaudited)				(Unaudited)
Cash Flows from Operating Activities
Net loss		$	(3,979,358	)		$	(19,003,541	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			1,010,000				(405,897	)
Depreciation and amortization			618,126				1,021,476
Interest expense			500,962				735,670
Provision for allowance of credit loss			–				2,080
Loss on foreign exchange transactions			22,933				272,299
Loss on sale of Digital asset			3,138,337				5,873,799
Reversal of impairment loss			(3,179,313	)			–
Gain on dissolution of a subsidiary			(5,495,192	)			–
Non-cash share issuance			126,210				–
Changes in operating assets and liabilities:
Accounts receivable			56,939				1,243,818
Other receivable			19,167				(73,594	)
Prepaid expenses and other current assets			61,392				(3,920,266	)
Digital assets			11,762,984				13,842,727
Inventories			471,041				–
Accounts payable			2,285,505				830,599
Accrued expenses and other current liabilities			(887,329	)			(445,310	)
Deferred revenue			173,568				(296,561	)
Income tax payable			(41,828	)			(59,611	)
Net Cash Provided by (Used in) Operating Activities			6,664,144				(382,312	)
Cash Flows from Investing Activities
Internally developed software			(78,389	)			(149,873	)
Purchase of property, equipment and intangibles, net			(429,750	)			(4,499	)
Investment at fair value			(7,657,625	)			(40,000	)
Net Cash Used in Investing Activities			(8,165,764	)			(194,372	)
Cash Flows from Financing Activities
Amount due to/from related party, net			(832,454	)			341,042
Interest paid			(372,760	)			(735,670	)
Proceeds from equity issuances, net			11,322,745				7,311,098
Repayment of borrowings, net			(8,597,662	)			(5,416,255	)
Lease payments			(35,096	)			–
Net Cash Provided by Financing Activities			1,484,773				1,500,215
Effect of Exchange Rate Changes on Cash			(522,366	)			155,515
Net Increase / (Decrease) in Cash			(539,213	)			1,079,046
Cash – Beginning of period			2,422,988				1,614,933
Cash – End of period			1,883,775				2,693,979

Summary Consolidated Financial Data

		Unaudited Financials Six Months Ended (USD 000’s)								Audited Financials Year Ended (USD 000’s)
Summary Income Data:		June 30, 2026				June 30, 2025				December 31, 2025				December 31, 2024
Revenue			6,199				2,586				8,102				6,743
Cost of revenue			(2,691	)			(1,368	)			(4,346	)			(3,754	)
Gross profit			3,508				1,218				3,756				2,989
Other Operating Income			17				–				258				24
Operating Expenses			(12,167	)			(12,661	)			(26,836	)			(20,804	)
Operating Loss			(8,642	)			(11,443	)			(22,822	)			(17,791	)
Other income			3,226				3				–				5,032
Other Expense			(3,646	)			(6,609	)			(25,892	)			(6,822	)
Net Loss Before Tax			(9,062	)			(18,049	)			(48,714	)			(19,581	)
Tax (Expense)/Benefits			(1	)			1				(653	)			2,252
Net Loss from continuing operations			(9,063	)			(18,048	)			(49,367	)			(17,329	)
(Loss)/ Profit from discontinued operations, net of tax			5,085				(955	)			(6,090	)			(7,611	)
Net loss			(3,978	)			(19,003	)			(55,457	)			(24,940	)
Other Comprehensive Income/(Loss)			942				482				1,151				(49	)
Total Loss			(3,036	)			(18,521	)			(54,306	)			(24,989	)
Net loss per share, basic and diluted from continuing operations			(0.06	)			(0.34	)			(0.48	)			(0.71	)
Weighted-average number of shares outstanding, basic and diluted			162,675,202				53,195,540				101,452,196				24,153,220

		Unaudited Financials Six Months Ended, (USD 000’s)				Audited Financials Year Ended (USD 000’s)
		June 30, 2026				December 31, 2025				December 31, 2024
Summary Balance Sheet Data:
Total current assets			10,099				23,865				42,419
Total non-current assets			121,385				113,071				58,636
Total Assets			131,484				136,936				101,055
Total current liabilities			14,949				27,622				11,609
Total non-current liabilities			10,560				12,696				10,036
Total Liabilities			25,509				40,318				21,645
Total Shareholders’ Equity			105,975				96,618				79,410
Total Liabilities and Shareholders’ Equity			131,484				136,936				101,055

Operational and Central Results

In addition to our IFRS results, we present our results split between “Operational” and “Central”. Operational comprises the Group’s operating businesses — Genius School, Genius Academy and Genius Resorts, together with the entities that support them — and includes all of the Group’s revenue and cost of revenue and the operating expenses of those businesses. Central comprises the holding company: group head office and corporate costs, financing costs, and the Group’s treasury activities, including its digital asset holdings. Each line of the Operational and Central columns sums to the corresponding line of the consolidated statement of operations, and the Total column agrees to that statement in every period presented.

Summary Financial Data (Operational Metrics)

		June 30, 2026												June 30, 2025
Summary Income Data:		Operational				Central				Total				Operational				Central				Total
Revenue			6,199				–				6,199				2,586				–				2,586
Cost of revenue			(2,691	)			–				(2,691	)			(1,368	)			–				(1,368	)
Gross profit			3,508				–				3,508				1,218				–				1,218
Other Operating Income			17				–				17				–				–				–
Operating Expenses			(4,856	)			(7,311	)			(12,167	)			(2,331	)			(10,330	)			(12,661	)
Operating profit (Loss)			(1,331	)			(7,311	)			(8,642	)			(1,113	)			(10,330	)			(11,443	)
Other Income			3,220				6				3,226				3				–				3
Other Expense			(499	)			(3,147	)			(3,646	)			(735	)			(5,874	)			(6,609	)
Net Income (Loss) Before Tax			1,390				(10,452	)			(9,062	)			(1,845	)			(16,204	)			(18,049	)
Tax Expense			(1	)			–				(1	)			–				1				1
Net Income (Loss) After Tax from continuing operations			1,389				(10,452	)			(9,063	)			(1,845	)			(16,203	)			(18,048	)
(Loss)/ Profit from discontinued operations, net of tax			5,085				–				5,085				(955	)			–				(955	)
Net Income (Loss) After Tax			6,474				(10,452	)			(3,978	)			(2,800	)			(16,203	)			(19,003	)
Other Comprehensive Income/(loss)			942				–				942				482				–				482
Total Income (Loss)			7,416				(10,452	)			(3,036	)			(2,318	)			(16,203	)			(18,521	)

Non-IFRS Financial Measure

We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business.

We calculate Adjusted EBITDA from continuing operations as net loss from continuing operations, plus income tax expense or benefit, net interest expense, depreciation and amortization, non-recurring legal expenses, impairment charges and reversals of impairment, revaluation adjustments, the loss on disposal of Bitcoin, share-based compensation expense, bad debt provisions and write-offs. Adjusted EBITDA for the financial years ended December 31, 2025 and December 31, 2024 has been recalculated on the same continuing-operations basis and therefore differs from the amounts previously reported. The difference arises solely from the change in presentation, under which the results of divisions now reported within discontinued operations are excluded from Adjusted EBITDA in all periods presented; the amounts previously reported in the Company’s Annual Report on Form 20-F were calculated on a total-operations basis and are therefore not directly comparable.

Derived from Financial Statements

		Genius Group Unaudited Financials Six Months Ended (USD 000’s)								Group Audited Financials Year Ended (USD 000’s)
		June 30, 2026				June 30, 2025				December 31, 2025				December 31, 2024
Net Loss from continuing operations			(9,063	)			(18,048	)			(49,367	)			(17,329	)
Tax Benefits			1				(1	)			653				(2,252	)
Interest Expense, net			501				736				3,391				1,146
Depreciation and Amortization			618				1,021				2,332				2,059
Legal expense (non-recurring)			1,247				1,023				3,407				2,579
Addition/ (Reversal) of Impairment			(3,179	)			–				16,372				7,647
Revaluation adjustment			–				–				3,641				(3,714	)
Loss on disposal of bitcoin			3,138				5,874				5,805				–
Stock Based Compensation			1,010				3,860				7,574				4,218
Bad Debt Provision			–				2				(267	)			(575	)
Write off			2				–				–				–
Adjusted EBITDA from continuing operations			(5,725	)			(5,533	)			(6,459	)			(6,221	)

Adjusted EBITDA (Operational Metrics)

		June 30, 2026												June 30, 2025
		Operational				Central				Total				Operational				Central				Total
Net Income (Loss) from continuing operations			1,389				(10,452	)			(9,063	)			(1,845	)			(16,203	)			(18,048	)
Tax Expense			1				–				1				–				(1	)			(1	)
Interest Expense, net			373				128				501				736				–				736
Depreciation and Amortization			618				–				618				1,019				2				1,021
Reversal of impairment (due from related parties)			(3,179	)			–				(3,179	)			–				–				–
Loss on Disposal of Bitcoin			–				3,138				3,138				–				5,874				5,874
One off expenses (non-recurring)			–				1,247				1,247				–				1,023				1,023
Stock Based Compensation			–				1,010				1,010				–				3,860				3,860
Write off			–				2				2				–				–				–
Bad Debt Provision			–				–				–				2				–				2
Adjusted EBITDA, from continuing operations			(798	)			(4,927	)			(5,725	)			(88	)			(5,445	)			(5,533	)

Contacts

Investors:

Investor Relations Team
Email: investor@geniusgroup.net