Panamera Holdings (PHCI) books $153.7M loss after carbon license

Rhea-AI Filing Summary

Panamera Holdings Corporation reported a very large net loss of $153.7M for the quarter ended October 31, 2025, compared with a loss of $91k a year earlier. The loss came almost entirely from recognizing $153.4M of research and development expense tied to acquiring a licensed carbon-conversion technology.

The company generated no revenue in the quarter, versus $43.6k in prior-year sales of raw materials, and cash fell to $47.9k. Total assets declined to $113.6k, while a new related-party promissory note for the license left total liabilities at $4.1M and stockholders’ equity at a deficit of $(4.0M).

Management disclosed a working capital deficit of $3.4M and an accumulated deficit of $177.0M, concluding that these conditions raise substantial doubt about the company’s ability to continue as a going concern. The filing also notes material weaknesses in internal controls and a shareholder lawsuit over alleged share compensation, which the company disputes.

Positive

• None.

Negative

• Massive quarterly loss and equity deficit: Quarter net loss of $153.7M, driven by $153.4M of R&D expense for a license, pushed stockholders’ equity to a deficit of $4.0M and accumulated deficit to $177.0M.
• Severe liquidity and going-concern risk: Cash of $47.9k, current liabilities of $3.46M (including a large related-party note), and a working capital deficit of $3.4M led management to conclude there is substantial doubt about continuing as a going concern.

Insights

Small-cap fundamental analyst

Massive one-time R&D charge, new debt, and going-concern doubt materially weaken Panamera’s financial position.

Panamera expensed $153.4M of in‑process R&D from a new license, driving a quarterly net loss of $153.7M. Because the licensed technology was treated as having no alternative future use, the entire consideration, including the related-party note and equity issued, hit current-period expenses.

The deal created a $4.9M promissory note to the licensor, with $3.3M classified as current at October 31, 2025. Against cash of only $47.9k and a working capital deficit of $3.4M, short-term obligations appear heavy, and equity swung to a deficit of $4.0M.

Management explicitly states that recurring losses, limited cash, and the large accumulated deficit of $177.0M raise substantial doubt about continuing as a going concern. Future filings around the license economics, note repayments through July 31, 2026, and resolution of disclosed internal-control weaknesses will be important to understand sustainability.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended October 31, 2025
or
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

Commission File Number 000-55569

PANAMERA HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		46-5707326
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
2000 West Loop South, Suite 1820 Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

(713) 878-7200

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes     ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes     ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes    ☒ NO

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date 79,886,074 shares of common stock outstanding as of February 17, 2026.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		20
Item 4.	Controls and Procedures		20

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		22
Item 1A.	Risk Factors		22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3.	Defaults Upon Senior Securities		22
Item 4.	Mine Safety Disclosures		22
Item 5.	Other Information		22
Item 6.	Exhibits		23
SIGNATURES			24

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

 PANAMERA HOLDINGS CORPORATION

Consolidated Balance Sheets

(Unaudited)

		October 31,				July 31,
		2025				2025
Assets
Current Assets:
Cash		$	47,888			$	85,980
Prepaid expenses			5,026				6,901
Accounts receivable			2,543				2,543
Total Current Assets			55,457				95,424
Non-Current Assets:
Deposit for rent			4,000				4,000
Deposit for license			-				639,645
Operating lease right-of-use asset			54,126				64,450
Total Assets		$	113,583			$	803,519
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities		$	135,054			$	91,206
Short term advance payable			11,653				11,653
Due to related party			-				7,111
Note payable, related party -current portion			3,262,855				-
Operating lease liability - current portion			46,055				45,385
Total Current Liabilities			3,455,617				155,355
Non-current Liability:
Note payable, related party			650,000				-
Operating lease liability			11,941				23,709
Total Liabilities			4,117,558				179,064
Stockholders' Equity
Preferred stock: 50,000,000 authorized; $0.0001 par value, no shares issued and outstanding			-				-
Common stock: 550,000,000 authorized; $0.0001 par value, 79,876,074 shares and 52,735,000 shares issued at October 31, 2025, and July 31, 2025, respectively			7,988				5,274
Additional paid in capital			172,921,332				23,823,900
Treasury stock, at cost: 6,000,000 shares at October 31, 2025, and July 31, 2025, respectively			(600	)			(600	)
Common stock to be issued,10,000 shares and 50,000 shares at October 31, 2025, and July 31,2025, respectively			35,000				100,000
Accumulated deficit			(176,967,695	)			(23,304,119	)
Total Stockholders' Equity			(4,003,975	)			624,455
Total Liabilities and Stockholders' Equity		$	113,583			$	803,519

The accompanying notes to the unaudited financial statements are an integral part of these statements.

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PANAMERA HOLDINGS CORPORATION

Consolidated Statements of Operations

(Unaudited)

		For the
		Three Months Ended
		October 31,
		2025				2024
Revenues -related party		$	-			$	35,663
Revenues			-				7,905
Total revenues			-				43,568
Cost of revenues			-				18,493
Total cost of revenue			-				18,493
Gross profit			-				25,075
Operating expenses
Professional fees			32,638				144
Research and development expenses			153,400,000				-
General and administration expenses			182,820				114,075
Total operating expenses			153,615,458				114,219
Net loss from operations			(153,615,458	)			(89,144	)
Other income (expense)
Interest income			1,630				20
Interest expense			(49,748	)			(1,937	)
Total other expense			(48,118	)			(1,917	)
Loss from operations before taxes			(153,663,576	)			(91,061	)
Income tax benefit			-				-
Loss from operations		$	(153,663,576	)		$	(91,061	)
Net Loss		$	(153,663,576	)		$	(91,061	)
Net loss per common share - basic and diluted		$	(2.08	)		$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted			73,886,047				45,417,989

The accompanying notes to the unaudited financial statements are an integral part of these statements.

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PANAMERA HOLDINGS CORPORATION

Consolidated Statements of Changes in Stockholders’ Deficit

(Unaudited)

For the Three Months Ended October 31, 2025

										Additional												Common Stock
		Common Stock								Paid in				Treasury Stock								to be issued								Accumulated
		Shares				Amount				Capital				Shares				Amount				Shares				Amount				Deficit				Total
Balance - July 31, 2025			52,735,000			$	5,274			$	23,823,900				(6,000,000	)		$	(600	)			50,000			$	100,000			$	(23,304,119	)		$	624,455
Issuance common stock for subscription			50,000				5				99,995				-				-				(50,000	)			(100,000	)			-				-
Issuance common stock for cash			91,074				9				499,991				-				-				-				-				-				500,000
Stock subscriptions for common stock			-				-				-				-				-				10,000				35,000				-				35,000
Imputed interest on related party loans			-				-				146				-				-				-				-				-				146
Restricted common stock for license acquisition			27,000,000				2,700				148,497,300				-				-				-				-				-				148,500,000
Net loss for the period			-				-				-				-				-				-				-				(153,663,576	)			(153,663,576	)
Balance - October 31, 2025			79,876,074			$	7,988			$	172,921,332				(6,000,000	)		$	(600	)			10,000			$	35,000			$	(176,967,695	)		$	(4,003,975	)

For the Three Months Ended October 31, 2024

										Additional
		Common Stock								Paid in				Treasury Stock								Accumulated
		Shares				Amount				Capital				Shares				Amount				Deficit				Total
Balance - July 31, 2024			51,410,000			$	5,141			$	22,581,051				(6,000,000	)		$	(600	)		$	(22,767,705	)		$	(182,113	)
Imputed interest on related party loan			-				-				1,878				-				-				-				1,878
Restricted stock-based compensation			-				-				6,944				-				-				-				6,944
Stock option compensation			-				-				6,538				-				-				-				6,538
Net loss for the period			-				-				-				-				-				(91,061	)			(91,061	)
Balance - October 31, 2024			51,410,000			$	5,141			$	22,596,411				(6,000,000	)		$	(600	)		$	(22,858,766	)		$	(257,814	)

The accompanying notes to the unaudited financial statements are an integral part of these statements.

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PANAMERA HOLDINGS CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)

		For the
		Three Months Ended
		October 31,
		2025				2024
Cash Flows from Operating Activities:
Net loss		$	(153,663,576	)		$	(91,061	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest on related party loan			146				1,878
Research and development expenses			153,400,000				-
Stock-based compensation			-				13,482
Non-cash lease expenses			10,324				9,692
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities			43,848				75,273
Prepaid expenses			1,875				(4,855	)
Other receivable			-				(2,519	)
Operating lease liabilities			(11,098	)			(6,466	)
Net Cash Used in Operating Activities			(218,481	)			(4,576	)
Cash Flows from Financing Activities:
Proceeds from related party loans			-				5,598
Repayment related party loans			(7,111	)			(1,600	)
Repayment note payable -related party			(347,500	)			-
Proceeds from common stock to be issued			35,000				-
Proceeds from common stock issuance			500,000				-
Net Cash Provided by Financing Activities			180,389				3,998
Net change in cash			(38,092	)			(578	)
Cash, beginning of period			85,980				1,838
Cash, end of period		$	47,888			$	1,260
Supplemental cash flow information:
Cash paid for interest		$	-			$	29
Cash paid for taxes		$	-			$	-
Supplemental disclosure of non-cash financing
Deposit for license applied to note payable -related party		$	639,645			$	-
Issuance common stock for subscription		$	100,000			$	-
Issuance restricted common stock as treasury stock- assets acquisition		$	-			$	2,282,500

The accompanying notes to the unaudited financial statements are an integral part of these statements.

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PANAMERA HOLDINGS CORPORATION

Notes to the Unaudited Interim Consolidated Financial Statements

October 31, 2025

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS

Panamera Holdings Corporation (the “Company”) is a Nevada corporation incorporated on May 20, 2014. It is based in Houston, TX. Effective October 21, 2021, the Company changed its name from Panamera Healthcare Corporation to Panamera Holdings Corporation and increased the number of authorized shares of common stock from 150,000,000 shares of common stock to 550,000,000 shares of common stock, par value $0.0001 per share. The Company’s fiscal year end is July 31.

The Company are currently seeking new business opportunities with established operating business entities to merge with or to acquire with our primary emphasis in the environmental services industry, emerging innovative technologies led by innovation with integration. The Company’s activities have been limited to its formation and specializing in metals recycling, domestically sourced critical earth materials from recycling CO₂, and energy production.

On August 1, 2025, the Company entered into a license agreement with Rain Cage Carbon, Inc. (“Ranin Cage”) for securing exclusive rights to the innovative systems of Rain Cage for use in the U.S and Mexico, including groundbreaking carbon conversion and clean energy technologies. This will enhance abilities to raise equity capital and specializing in metals recycling, domestically sourced critical earth materials from recycling CO₂, and energy production.

On June 2, 2023, The Company’s Board of Directors approved the creation of three wholly owned subsidiaries, named Panamera Metals Corporation, Panamera Technologies Corporation and Panamera Waste Corporation. On July 20, 2023, the three wholly owned subsidiaries were registered in the State of Texas.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim consolidated financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended July 31, 2025, as filed with the SEC on November 25, 2025.

Basis of Consolidation

The consolidated financial statements include the accounts of Panamera Holdings Corporation and its wholly owned subsidiaries Panamera Metals Corporation, Panamera Technologies Corporation and Panamera Waste Corporation, collectively referred to as the “Company”. All inter-company balances and transactions are eliminated in consolidation.

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Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. 

Accounts Receivable

Accounts receivables are recorded in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 310, “Receivables.” Accounts receivables are recorded at the invoiced amount or agreement and do not bear interest. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on the management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.

Revenue Recognition

The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.

Revenue related to contracts with customers is evaluated utilizing the following steps:

	(i)	Identify the contract, or contracts, with a customer;
	(ii)	Identify the performance obligations in the contract;
	(iii)	Determine the transaction price;
	(iv)	Allocate the transaction price to the performance obligations in the contract;
	(v)	Recognize revenue when the Company satisfies a performance obligation.

When the Company enters into a contract, the Company analyses the services required in the contract in order to identify the required performance obligations which would indicate the Company has met and fulfilled its obligations. For the current contracts in place, the Company has identified performance obligations as one single event, the sign-off by both parties that current objectives have been achieved. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied. The company recognizes the  revenue of steel raw material at a point in time, that is which the risks and rewards of ownership of the material transfer from the Company to the customer by issuance invoice according to agreement

Net Loss Per Share of Common Stock

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidated financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. 

For the three months ended October 31, 2025, and 2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

		Three Months Ended
		October 31
		2025				2024
		Shares				Shares
Convertible Debt-related parties			-				68,493
Short term advance payable			11,653				11,653
Unvested common stock option			12,498				10,416
Note payable -related party			5,968				-
			30,119				90,562

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Recent Accounting Pronouncements

The Company has implemented all the new pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations.

Concentrations of Credit Risk

The Company’s consolidated financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Financial Instruments and Fair Value Measurements

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair Value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:

	●	Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments.
	●	Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace.
	●	Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation.

Recent Accounting Pronouncements 

The Company has implemented all new pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations.

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updated reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2024. The Company adopted ASU No. 2023-07 during the period ended October 31, 2025. The pronouncement had no material impact on the Company’s financials.

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Segment Information

Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews consolidated financial information for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a single reporting segment.

Our CEO assesses performance and decides how to allocate resources primarily based on net income, which is reported on our Consolidated Statements of Operations. Total assets on the Balance Sheets represent our segment assets. Total revenue and net loss represent our results of operations.

Commitments and Contingencies

The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred, and the amount of the assessment can be reasonably estimated.

Share-Based Compensation

ASC 718 “Compensation - Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company has adopted the guidance included under ASU 2018-07, stock-based compensation issued to non-employees and consultants. Equity-based payments to non-employees are measured at grant-date fair value of the equity instruments that the Company is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified non-employee share-based payment awards are measured at the grant date.

License Technology

The cost of an asset acquisition, including transaction costs, is allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized as an asset acquisition. Any difference between the cost of an asset acquisition and the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on their relative fair values. Assets acquired as part of an asset acquisition that are considered to be in-process research and development (IPR&D) are immediately expensed unless there is an alternative future use in other research and development projects.

Leases

ASC 842 supersedes the lease requirements in ASC 840 “Leases” and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.

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The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. 

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of October 31, 2025, the Company has a loss of $153,663,576, an accumulated deficit of $176,967,695. The Company intends to fund operations through debt and/or equity financing arrangements and related party advances, which may not be sufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2026.

The ability of the Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. 

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – ACQUISITION OF LICENSED TECHNOLOGY

On August 1, 2025, the Company entered into a Head License Agreement “Agreement” with an entity” Target” for acquisition a license to certain technologies of Target’s innovation systems for use along pursuing strategic partnership and merger of the Company and Target. The Company will have a license to Target’s system technology for carbon conversion to fullerenes and nanotubes. The consideration license fees agreed (i) one - time up-front payment of $4,900,000, (ii) ongoing license fee of 25% of the net income generated from license’s activities (iii) grant of 27,000,000 shares of restricted common stock of the Company. The Company and Target entered into a promissory note agreement for payment of up-front license fee of $4,900,000, with initial payment of $500,000 and quarterly payment balance starting October 1,2025, for period of 18 months and interest bearing of 4.9% per annum.

During the year ended July 31,2025, the Company made deposits of $639,645 in contraction of license acquisition agreement.

On August 1,2025, the Company issued 27,000,000 shares of restricted common stock in connection with the executed license acquisition.

The Company recognized the fair value of license agreement with consideration of value of 27,000,000 shares of restricted common stock for amount of $148,500,000 issued on August 1,2025 and face value of $4,900,000 note payable for an aggregate amount of $153,400,000. 

The transaction was accounted for as an asset acquisition of in process research & development (IPR&D) with no alternative future use. The Company recognized the entire amount of the consideration of $153,400,000 as research and development expenses upon closing the transaction.

NOTE 5 – PROMISSORY NOTE -RELATED PARTY

Pursuant to license agreement dated August 1,2025 (Note 4), the Company entered into a promissory note agreement for payment of up-front license fee of $4,900,000, with initial payment of $500,000 and quarterly payment balance starting October 1,2025, for period of 18 months and interest bearing of 4.9% per annum.

During the three months ended October 31,2025 and the year ended July 31,2025, the Company repaid due of $347,500 and $639,645, respectively. During the three months ended October 31,2025, the Company recognized interest expenses 49,602.

As of October 31,2025, the Company has promissory note payable of $3,912,855 and accrued interest of $49,602.

NOTE 6 - RELATED PARTY TRANSACTIONS

On June 13, 2024, the Company entered into an employment agreement with Juan Juarez for the position of Senior Vice President of Finance with an annual salary of $100,000. Mr. Juarez will receive 125,000 shares of restricted common stock of Panamera Holdings Corporation having a 3-year vesting period, he will be entitled to 50,000 three -year stock options at $1.50 per share vesting fully in the first year on a monthly basis. During the three months ended October 31, 2024, the Company recognized salary of $15,000. paid salary of $16,827 and stock -based compensation of $13,482. Mr. Jaurez resigned on September 24,2024.

During the three months ended October 31, 2025, and 2024, related parties financed $0 and $5,598 for operation expenses and repaid related parties’ loan of $7,111 and $1,600, respectively.

During the three months ended October 31, 2025, and 2024, the Company recognized $146 and $1,878 interest on related party balances and imputed in additional paid-in-capital, respectively

During the three months ended October 31,2025, and 20234the Company generated revenues of $0 and $35,663 from sales of material to a company controlled by a related party.

During the three months ended October 31, 2025, and 2024, the Company recognized salary of $50,000 and $50,000 and paid salary of $50,000 and $0 to the Company’s president.

During the three months ended October 31, 2025, and 2024, the Company recognized and paid $65,500 and $0 management fees to the Company’s Chief Executive Officer, respectively.

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During the three months ended October 31,2025 and 2024, the Company recolonized and paid salary of $12,000 and $0 to the Company’s Chief Financial Officer, respectively.

Pursuant to terms and condition license agreement dated August 1,2025 (Note 4), the Company entered into a promissory note agreement of $4,900,000 with Licensor (Noteholder) for period of 18 months and interest bearing of 4.9% per annum. On August 1,2025, the Company issued 27,000,000 shares of restricted common stock in connection with the executed license acquisition to Licensor (Noteholder), valued at $148,500,000. By issuance of the shares, the Noteholder became related party. During the three months ended October 31,2025, the Company repaid due of $347,500 and recognized interest expenses 49,602.

As of October 31, 2025, and July 31, 2025, the Company was obliged for unsecure, non-interest-bearing demand loans to four related parties, with balances of $0 and $7,111 respectively. On June 2, 2023, the Company’s Board of Directors approved and authorized any debt holder in the Company to voluntarily convert their debt into Controlled and Restricted shares of common stock at a conversion price of $1.00 per share within a 5-day period following receipt of notice from the Company in either electronic, verbal, or written form.

Note 7 – LEASE

On July 1, 2024, the Company entered into an operating lease for the office, with the term of 31 months, monthly lease expenses of $4,000 with condition the first two months free rent.

For the three months ended October 31, 2025, and 2024, right-of-use asset and lease information about the Company’s operating lease consist of:

The components of lease expense were as follows:  

		Three Months Ended
		October 31,
		2025				2024
Operating lease cost		$	12,000			$	8,000
Variable lease cost			(774	)			3,226
Total lease cost		$	11,226			$	11,226

Supplemental cash flow information related to leases was as follows:

		Three Months Ended
		October 31,
		2025				2024
Cash paid for operating cash flows from operating leases		$	12,000			$	8,000
Right-of-use asset obtained in exchange for new operating lease liabilities		$	-			$	107,370
Weighted-average discount rate — operating leases			5.88	%			5.88	%
Weighted-average remaining lease term - operating leases (year)			1.25				2.25

Supplemental balance sheet information related to leases consists of:

		October 31,				July 31,
		2025				2025
Operating lease right-of-use asset		$	54,126			$	64,450
Operating lease liabilities:
Current portion			46,055			$	45,385
Non-current portion			11,941				23,709
		$	57,996			$	69,094

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The following table outlines the maturities of our lease liabilities as of October 31, 2025:

Year ending Jul 31,
2026 (excluding the three months ended October 31, 2025)		$	36,000
2027			24,000
Thereafter			-
		$	60,000
Less imputed interest			(2,004	)
Operating lease liabilities		$	57,996

NOTE 8 - STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 50,000,000 shares of preferred stock with a par value of $0.0001 per share. No preferred stock was issued or outstanding as of October 31, 2025, and July 31, 2025.

Common Stock

The Company has authorized 550,000,000 shares of common stock with a par value of $0.0001 per share.

On June 17, 2024, the Company entered into an engagement agreement with a director and granted 125,000 shares of restricted common stock, with term of three years, fully vesting over a three-year period on a monthly basis. The Company valued the restricted common stock in amount of $124,988 at market price on grant date. During the three months ended October 31, 2024, the Company recognized stock-based compensation of $6,944. On September 24,2024, the employee resigned

During the three months ended October 31,2025, the Company issued 91,074 shares of restricted common stock at price of $5.49 per share for an amount of $500,000 in cash.

During the three months ended October 31,2025, the Company issued 50,000 shares of restricted common stock at price of $2.00 per share to settle the stock subscription payable of $100,000.

During the three months ended October 31,2025, the Company issued 27,000,000 shares of restricted common stock in connection with the executed license acquisition, valued at $148,500,000 (Note 4).

As of October 31, 2025, and July 31, 2025, there were 79,876,074 shares and 52,735,000 shares of common stock issued and 73,876,074shares and 46,735,000 shares of common stock outstanding, respectively.

Treasury Stock

The Company records treasury stock at cost. Treasury stock is comprised of shares of common stock purchased by the Company at par value. As of October 31, 2025, and July 31, 2025, the Company had 6,000,000 shares of treasury stock valued at $600, respectively.

Common stock to be issued

On August 4, 2025, the Company entered into a subscription agreement for 10,000 shares of restricted common stock with price of $3.50 per share for the amount of $35,000 in cash. On August 6,2025, the Company obtained the amount of $35,000 and the shares were issued on December 4,2025.

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Stock Option

On June 17, 2024, the Company entered into an engagement agreement with an officer and granted stock option of 50,000 shares of common stock, valued at $39,225 with term of three years, exercise price of $1.50 per share, fully vesting in the first year on a monthly basis. On September 24,2024, an officer resigned from his position. During the three months ended October 31, 2024, the Company recognized stock option expense of $6,538.

The following is a summary of the change in stock option during the three months ended October 31, 2025:

		Options Outstanding								Weighted
		Number of				Weighted Average Exercise				Average Remaining life
		Options				Price				(years)
Outstanding, July 31, 2025			12,498			$	1.50				2.13
Granted			-				-				-
Exercised			-				-				-
Forfeited/canceled			-				-				-
Outstanding, October 31, 2025			12,498			$	1.50				1.63
Exercisable options, October 31, 2025			12,498			$	1.50				1.63

The intrinsic value of the options as of October 31, 2025, is $81,737.

The Company determined the stock option to be an equity instrument, to be valued as a level 3 fair value financial instrument valued on a non-recurring basis and utilized the Black-Scholes valuation model. 

The Black-Scholes model, which requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The current stock price is based on historical issuances. Expected volatility is based on the historical stock price volatility of the Company’s common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. Expected term is calculated using a simplified method for plan vanilla options.

The Company utilized the following assumptions on grant date of June 17,2024:

Expected term		2 years
Expected average volatility			187	%
Expected dividend yield			-
Risk-free interest rate			4.75	%

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NOTE 9 – CONCENTRATION

As of October 31, 2025, and July 31,2025 and for three months ended October 31, 2025, and 2024, customer and supplier concentrations (more than 10%) were as follows:

Revenue and accounts receivable

Revenue 

		Percentage of Revenue				Percentage of
		Three Months Ended				Accounts Receivable
		October 31				October 31		July 31
		2025		2024		2025		2025
Customer A -related party		-		81.86%		-		-
Customer B		-		6.73%		-		100.00%
Total (as a group)		-		88.59%		-		100.00%

Cost of Revenue

		Percentage of Purchase								Percentage of
		Three Months Ended								Accounts Payable for Purchase
		October 31								October 31				July 31
		2025				2024				2025				2025
Supplier A			-				-				-				100.00	%
Total (as a group)			-				-				-				100.00	%

NOTE 10 – COMMITMENTS AND CONTINGENCIES

From time to time the Company may become a party to litigation matters involving claims against the Company.

We are aware that Jeffrey Kilgore filed a lawsuit on August 28, 2025, in Jefferson County, Texas. Cause No. 25DCCV1693, Jefferson County, Texas; Jeff Kilgore vs. Panamera Holdings Corporation; the Plaintiff is claiming he is owed certain shares in compensation for services. This claim is disputed and without merit. Kilgore has requested a temporary injunction, and the hearing for same is set for January 22, 2026.  At this point an estimate for possible range of loss cannot be made. The company believes this is without merit, and we intend to vigorously defend against it.

NOTE 11 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation unless noted below, no material events have occurred that require disclosure.

On December 4,2025, the Company issued 10,000 shares of common stock in connection with subscription agreements of $35,000 (Note 8).

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our Company” mean Panamera Holdings Corporation, unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on May 20, 2014. Effective October 21, 2021, the Company changed its name from Panamera Healthcare Corporation to Panamera Holdings Corporation and increased the number of authorized shares from 200,000,000 shares to 600,000,000 shares, par value $0.0001per share, of which 550,000,000 were common stock and 50,000,000 preferred stock.

Prior management intended to offer management and consulting services to healthcare organizations, but current management have redirected our efforts now to pursuing business opportunities including but not limited to the environmental services industry, emerging innovative technologies. To date, the Company’s activities have been limited to its formation and the raising of equity capital and providing consulting services and activities in the scrap metal business.

Our Current Business

We are currently seeking new business opportunities with established operating business entities to merge with or to acquire with our primary emphasis in the environmental services industry, emerging innovative technologies led by innovation with integration. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge with us. On August 1, 2025, we entered into an agreement with Rain Cage Carbon, Inc. to provide carbon capture capabilities to coal and other types of energy plants.  This will enhance abilities to raise equity capital and specializing in metals recycling, domestically sourced critical earth materials from recycling CO₂, and energy production.

Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our Company requires additional financing and we are unable to acquire such funds, our business may fail.

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Our address is 2000 West Loop South, Suite 1820 Houston, Texas telephone number is (713) 878-7200.

We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this report. Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Plan of Operations and Cash Requirements

We are no longer attempting to implement our original business plan. We now intend to look for other business opportunities to implement and/or operating companies with which to engage in a business combination including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration. Our focus will be on achieving long-term growth potential.

The analysis of new business opportunities will be undertaken by or under the supervision of the Company’s management. While the Company has limited assets and minimal operating revenues, the Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities and/or combinations in in any type of business, industry or geographical location. In its efforts, the Company will consider the following kinds of factors:

	(a)	potential for growth, indicated by new technology, anticipated market expansion or new products.
	(b)	competitive position as compared to other operations of similar size and experience within the industry segment as well as within the industry as a whole.
	(c)	strength and diversity of management, either in place or scheduled for recruitment.
	(d)	capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources.
	(e)	the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials.
	(f)	the extent to which the business opportunity can be advanced; and
	(g)	the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.

In applying the foregoing criteria, not one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing the implementation of any opportunities and/or business combinations.

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Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the period ended October 31, 2025, which are included herein.

Our operating results for the three months ended October 31, 2025, and 2024 and the changes between those periods for the respective items are summarized as follows.

Results of Operations for the three months ended October 31, 2025, and 2024

		Three Months Ended
		October 31,
		2025				2024				Changes
Revenues		$	-			$	43,568			$	(43,568	)
Cost of revenues			-				18,493				(18,493	)
Operating expenses			153,615,458				114,219				153,501,239
Other expenses			48,118				1,917				46,201
Net loss from continuing operations		$	153,663,576			$	91,061			$	153,572,515

During the three months ended October 31, 2025, and 2024, we generated $0 and $43,568 of revenues, respectively. The revenues are related to sales of raw materials.

During the three months ended October 31, 2025, and 2024, the cost of revenues was $0 and $18,493, respectively. The cost of revenues is related to cost of raw material, handling and transportation.

Operating expenses for the three months ended October 31, 2025, and 2024 were $153,615,458 and $114,219, respectively. For the three months ended October 31, 2025, and 2024, the operating expenses were primarily attributed to research and development expenses of $153,400,000 and $0, professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $32,638 and $144 and general and administrative expenses of $182,820 and $114,075, respectively.

Pursuant to acquisition of licensed technology agreement dated August 1,2025, the Company accounted the transaction for as an asset acquisition of in process research & development (IPR&D) with no alternative future use. The Company recognized the entire amount of the consideration of $153,400,000 as research and development expenses upon closing the transaction.

Other expenses for the three months ended October 31, 2025, and 2024, represent primarily interest expenses of $146 and $1,878 to our related parties, on funds advanced to the Company, interest expenses of $49,602 and $0 in connection with note payable, other interest expenses of $0 and $59 and interest income of $1,630 and $20, respectively.

Liquidity and Capital Resources

Balance Sheet Data:

		October 31, 2025				July 31, 2025
Cash		$	47,888			$	85,980
Current Assets			55,457				95,424
Current Liabilities			3,455,617				155,355
Working Capital (Deficiency)		$	(3,400,160	)		$	(59,931	)

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As of October 31, 2025, our current assets were $55,457 and our current liabilities were $3,455,617 which resulted in working capital deficiency of $3,400,160. As of October 31, 2025, current assets were comprised of $47,888 in cash, $5,026 in prepaid expenses and $2,543 in accounts receivable compared to $85,980 in cash, $6,901 in prepaid expenses and $2.543 in accounts receivable as of July 31, 2025. As of October 31, 2025, current liabilities were comprised of $135,054 in accounts payable and accrued liabilities, $11,653 in short - term advance payable, $46,055 in operating lease liabilities - current portion and $3,262,855 in note payable -current portion compared to $91,206 in accounts payable and accrued liabilities $11,653 in short-term advances payable, $7,111 in due to related parties and $45,385 in operating lease liabilities - current portion as of July 31, 2025.

As of October 31, 2025, our working capital (deficiency) increased by $3,340,229 from a $59,931 working capital deficiency at July 31, 2025, to $3,400,160 of working capital deficiency at October 31, 2025, primarily due to a decrease in current assets of $39,967 and an increase in current liabilities of $3,300,262.

Cash Flow Data:

		Three Months Ended
		October 31,
		2025				2024				Changes
Cash Flows used in Operating Activities		$	(218,481	)		$	(4,576	)		$	(213,905	)
Cash Flows provided by Financing Activities		$	180,389			$	3,998			$	176,391
Net Change in Cash During Period		$	(38,092	)		$	(578	)		$	(37,514	)

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three months ended October 31, 2025, net cash flows used in operating activities were $218,481 consisting of a net loss of $153,663,576, reduced by research and development expenses -license  of $153,400,000, imputed interest on related party’s loan of $146, non-cash lease expenses of $10,324 and a net change in working capital of $34,625.

For the three months ended October 31, 2024, net cash flows used in operating activities were $4,576, consisting of a net loss of $91,061, reduced by imputed interest on related parties’ loan of $1,878, stock - based compensation of $13,482, non-cash lease expenses of $9,692 and a net change in working capital of $61,433.

Cash Flows from Investing Activities

 For the three months ended October 31, 2025, and 2024, no cashflows were provided by or used in investing activities.

Cash Flows from Financing Activities

We have financed our operations with loans from related parties and stock subscription. For the three months ended October 31,2025 and 2024, we received $0 and $5,598 from advances to pay certain operation expenses from related party loans, and repaid $7,111 and $1,600 to the related party, respectively.

During the three months ended October 31,2025, we issued 91,074 shares of restricted common stock at prices of $5.49 per share for an amount of $500,000 in cash.

During the three months ended October 31, 2025, we received $35,000 from one investor for purchasing 10,000 shares of restricted common stock of the Company at a price of $3.50 per share.

During the three months ended October 31,2025, we repaid partial note payable for amount of $347,500.

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Going Concern

As of October 31, 2025, our company had a net loss of $153,663,576 and an accumulated deficit of $176,967,695. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2026. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These conditions raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

The Company has no formal control process related to the identification and approval of related party transactions.

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Segregation of Duties – As a result of limited resources, we did not maintain proper segregation of incompatible duties, namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedure

A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended October 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are aware that Jeffrey Kilgore filed a lawsuit on August 28, 2025, in Jefferson County, Texas.  Cause No. 25DCCV1693, Jefferson County, Texas; Jeff Kilgore vs. Panamera Holdings Corporation; the Plaintiff is claiming he is owed certain shares in compensation for services. This claim is disputed and without merit. Kilgore has requested a temporary injunction, and the hearing for same is set for January 22, 2026.  At this point an estimate for possible range of loss cannot be made. The company believes this is without merit, and we intend to vigorously defend against it. To the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party, and which would reasonably be likely to have a material adverse effect on our Company.

Item 1A. Risk Factors.

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On September 4,2025, the Company issued 91,074 shares of restricted common stock at prices of $5.49 per share for an amount of $500,000 in cash.

On September 9,2025, the Company issued 50,000 shares of restricted common stock at prices of $2.00 per share to settle the stock subscription payable of $100,000.

During the three months ended October 31,2025, the Company issued 27,000,000 shares of restricted common stock in connection with the executed license acquisition (Note 4).

On August 1, 2025, the Company entered into a Head License Agreement “Agreement” with an entity” Target” for acquisition license of Target’s innovation systems for use along pursuing strategic partnership and merger of the Company and Target. The Company will have a license to Target’s system technology for carbon conversion to fullerenes and nanotubes. The consideration license fees agreed (i) one - time up-front payment of $4,900,000, (ii) ongoing license fee of 25% of the net income generated from license’s activities (iii) grant of 27,000,000 shares of restricted common stock of the Company. On August 1,2025, the Company issued 27,000,000 shares of restricted common stock in connection with executed the license acquisition and it was valued at $ 148,500,00.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The following exhibits are included as part of this report:

Exhibit Number		Description
(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on September 26, 2014)
3.2		Bylaws (Incorporated by reference to our Registration Statement on Form S-1 filed on September 26, 2014)
(10)		Material Agreement
10.1		Head License Agreement with Rain Carbon, Inc. (Rain Cage) date August 1,2025 for securing exclusive rights to the innovative systems of Rain Cage for use in the U.S and Mexico, including groundbreaking carbon conversion and clean energy technologies (Incorporated by reference to our Registration Statement on Form 8-K filed on August 7,2025)
(14)		Code of Ethics
14.1		Code of Ethics for Directors, Officers, and Employees (incorporated by reference to exhibit 14.1 in our Registration Statement on Form S-1 filed on September 26, 2014)
14.2		Code of Ethics for CEO And Senior Financial Officers (incorporated by reference to exhibit 14.2 in our Registration Statement on Form S-1 filed on September 26, 2014)
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes -Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes -Oxley Act of 2002
(32)		Section 1350 Certifications
32.1*		Certification of Chief Executive Officer pursuant to Section 906 Certifications under Sarbanes -Oxley Act of 2002
32.2*		Certification of Chief Financial Officer pursuant to Section 906 Certifications under Sarbanes -Oxley Act of 2002
101*		Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

___________ 

*	Filed herewith.
**	Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PANAMERA HOLDINGS CORPORATION
	(Registrant)
Dated: February 17, 2026		/s/ T. Benjamin Jennings
		T. Benjamin Jennings
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

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FAQ

What were Panamera Holdings (PHCI) results for the quarter ended October 31, 2025?

Panamera reported a net loss of $153,663,576 for the quarter, compared with a $91,061 loss a year earlier. The company had no revenue this quarter versus $43,568 of prior-year sales of raw materials, reflecting minimal operating activity.

Why did Panamera Holdings (PHCI) record such a large loss in this 10-Q?

The loss mainly reflects $153,400,000 of research and development expense from acquiring a licensed carbon-conversion technology. The license was treated as in‑process R&D with no alternative future use, so the entire $153.4M consideration was expensed immediately, rather than capitalized.

What is Panamera Holdings’ financial position and liquidity as of October 31, 2025?

Panamera reported $113,583 in total assets, including cash of $47,888, and total liabilities of $4,117,558. Current liabilities of $3,455,617 versus current assets of $55,457 created a working capital deficit of $3,400,160 and a stockholders’ equity deficit of $4,003,975.

What are the key terms of Panamera Holdings’ new license agreement described in the 10-Q?

On August 1, 2025, Panamera obtained a license to carbon-conversion technology. Consideration included a one-time $4,900,000 upfront license fee, an ongoing fee of 25% of net income from the licensed activities, and issuance of 27,000,000 restricted common shares to the licensor.

Does Panamera Holdings (PHCI) face going-concern risks according to this filing?

Yes. The company cites a quarterly net loss of $153.7M, an accumulated deficit of $176,967,695, minimal cash, and a working capital deficit of $3.4M. Management states these factors raise substantial doubt about Panamera’s ability to continue as a going concern.

What debt obligations did Panamera Holdings assume related to the license transaction?

Panamera entered a $4,900,000 promissory note to pay the upfront license fee, with an initial $500,000 payment and quarterly installments over 18 months at 4.9% interest. As of October 31, 2025, the note balance was $3,912,855 plus accrued interest of $49,602.

What internal control issues did Panamera Holdings disclose in its October 31, 2025 10-Q?

Management concluded disclosure controls were not effective, citing no formal process for identifying and approving related-party transactions and inadequate segregation of duties. Limited accounting staff and reliance on third-party accounting consulting services contributed to these material weaknesses in internal control over financial reporting.