Original News Release
SEDAR Interim Financial Statements
HUMANOID GLOBAL HOLDINGS CORP. (formerly: New Wave Holdings Corp.) CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management) NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS In accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the condensed interim financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim consolidated financial statements of the Company for the nine months ended December 31, 2025 have been prepared by and are the responsibility of the Company’s management, and have not been reviewed by the Company’s auditors. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian dollars) (Unaudited – Prepared by Management) The accompanying notes are an integral part of these condensed interim consolidated financial statements. 3 Note December 31, 2025 March 31, 2025 $ $ ASSETS Current Assets Cash and cash equivalents 3,604,936 28,149 Other receivables 34,430 23,228 Prepaid expense 23,686 - Investments 4 1,490,126 664,000 TOTAL ASSETS 5,153,178 715,377 LIABILITIES Current Liabilities Accounts payable and accrued liabilities 7 614,742 870,112 Loans payable 8 137,534 177,327 Debentures 5 154,004 140,191 TOTAL LIABILITIES 906,280 1,187,630 SHAREHOLDER’S EQUITY Share capital 6 38,177,490 32,939,290 Reserves 6 5,059,335 5,059,335 Deficit (38,989,927) (35,494,803) TOTAL SHAREHOLDERS’ EQUITY 4,246,898 (472,253) TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 5,153,178 715,377 Nature and Continuance of Operations – (Note 1) Subsequent Events – (Note 11) Approved on behalf of the Board of Directors: “Geoff Balderson” “Anthony Zelen” Director Director HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Condensed Interim Consolidated Statements of Loss and Comprehensive loss (Expressed in Canadian dollars) (Unaudited – Prepared by Management) The accompanying notes are an integral part of these condensed interim consolidated financial statements. 4 For the three months ended December 31, For the nine months ended December 31, Note 2025 $ 2024 $ 2025 $ 2024 $ Net investment gain (loss) Interest income 29 303 246 10,944 Realized gain on sale of investment (12,091) - 8,964 - Unrealized (loss) gain on investments 4 (54,794) 184,000 (106,069) 171,500 (66,856) 184,303 (96,859) 182,444 Expenses Consulting 7 184,011 42,000 355,599 142,789 Interest 8,035 8,036 24,019 18,375 Marketing 429,214 - 1,600,925 - Office and miscellaneous 24,844 12,022 40,894 62,257 Professional fees 126,017 30,042 302,499 64,936 Regulatory 2,054 6,210 47,670 8,016 Share based compensation 87,805 - 890,462 - Travel 2,290 - 6,794 - (864,270) (98,310) (3,268,862) (296,373) Income (loss) before other items (931,126) 85,993 (3,365,721) (113,929) Other items - - - - Loss on debt settlement - - (139,456) - Other income 4,440 - 9,772 - 4,440 - (129,684) - Net loss and comprehensive loss for the period (926,686) 85,993 (3,495,407) (113,929) Basic and diluted loss per share (0.02) 0.01 (0.13) (0.02) Weighted average number of common shares outstanding - basic and diluted 37,526,224 7,173,146 26,532,558 7,173,146
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HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficiency) For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited – Prepared by Management) The accompanying notes are an integral part of these condensed interim consolidated financial statements. 5 Share Capital Number of shares Share capital $ Reserves $ Deficit $ Total $ Balance as at March 31, 2024 7,173,146 32,939,290 2,083,260 (33,705,935) 1,316,615 Net loss for the period - - - (113,929) (113,929) Balance, as at December 31, 2024 7,173,146 32,939,290 2,083,260 (33,819,864) 1,202,686 Balance as at March 31, 2025 7,173,146 32,939,290 2,083,260 (35,494,803) (472,253) Private placement 17,500,000 3,535,000 - - 3,535,000 Share issuance costs - (505,451) 468,893 - (36,558) Shares issued to settle debt 6,972,800 488,096 - - 488,096 Warrant exercises 9,405,345 1,611,871 - - 1,611,871 RSU Conversion 212,500 127,250 (127,250) - - Special warrants - - 2,000,000 - 2,000,000 Share issuance cost - (274,313) - - (274,313) Share based compensation - - 890,462 - 890,462 Transfer of fair value of broker warrants upon exercise 255,747 (255,747) - - Transfer of fair value of broker warrants upon expiry (283) 283 - Net loss for the period - - - (3,495,407) (3,495,407) Balance, as at December 31, 2025 41,263,791 38,177,490 5,059,335 (38,989,927) 4,246,898 HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Condensed Interim Consolidated Statements of Cash Flows (Expressed in Canadian Dollars) (Unaudited – Prepared by Management) The accompanying notes are an integral part of these condensed interim consolidated financial statements. 6 For the nine months ended December 31, 2025 $ 2024 $ Operating activities Net loss for the period (3,495,407) (113,929) Adjustment for non-cash items - Interest expense (25,980) 32,020 Interest income - (7,255) Loss on debt settlement 139,456 - Realized loss (gain) on sale of investment (8,964) - Share based compensation 890,462 - Unrealized (gain) loss on investments 106,069 (171,500) Changes in non-cash operating working capital items: Accounts payable and accrued liabilities 93,270 131,402 Other receivables (11,202) 104,899 Prepaid expenses (23,686) (6,526) Net cash used in operating activities (2,335,982) (30,889) Investing activities Note receivables - (15,000) Note receivables collected - 28,691 Proceeds on sale of investments 74,245 - Purchases of Investments (997,476) - Net cash used in investing activities (923,231) 13,691 Financing activities Shares issued 3,224,129 - Proceeds from exercise of warrants 1,611,871 - Proceeds from special warrants financing 2,000,000 - Net cash provided by financing activities 6,836,000 - Change in cash during the period 3,576,787 (17,198) Cash and cash equivalent, beginning of period 28,149 31,338 Cash and cash equivalent, end of period 3,604,936 14,140 Cash and cash equivalent consist of the following: Cash 3,604,936 4,140 Guaranteed investment certificates (GIC’s) - 10,000 Cash and cash equivalents 3,604,936 14,140 Supplemental Disclosure of Cash Flow Information: Interest paid - - Income tax paid - - Non-cash Transaction: Fair value of brokers’ warrants issued 468,894 - Fair value of shares issued to settle outstanding debt 488,096 - Fair value of brokers’ warrants transferred to share capital 255,747 - HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to th
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e Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 7 1. NATURE AND CONTINUANCE OF OPERATION Humanoid Global Holdings Corp. (formerly New Wave Holdings Corp.) (“the Company”) was incorporated under the Business Corporation Act of British Columbia on May 17, 2006. The Company operates as an investment issuer and its objective is to generate income and achieve long term capital appreciation through investments focused on e- sports, Web 3 sectors and advancement and innovative excellence in artificial intelligence (“AI”). The head office, principal address and records office of the Company are located at Royal Centre, Suite 1500, 1055 W Georgia Street, Vancouver, BC V6E 4N7. On April 25, 2025, the Company completed a five old shares for one new share consolidation. All references to common shares, options, and warrants and per common share amounts have been retroactively restated to reflect this share consolidation. On June 25, 2025, the Company also changed its name Humanoid Global Holdings Corp. and changed its trading symbol to “ROBO”. These condensed interim consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at December 31, 2025, the Company is not able to finance day to day activities through operations and has incurred a loss of $3,495,407 for the nine months ended December 31, 2025. The continuing operations of the Company are dependent upon its ability to attain profitable operations and generate funds there from. This indicates the existence of material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Management intends to finance operating costs with equity financings, loans from directors and companies controlled by directors and/or private placement of common shares. If the Company is unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its consolidated statement of financial position. Although the Company has been successful in the past in raising funds to continue operations, there is no assurance it will be able to do so in the future. The Company’s business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, changes in laws, and national and international circumstances. Recent geopolitical events and potential economic global challenges such as the risk of higher inflation and energy crises, may create further uncertainty and risk with respect to the prospects of the Company’s business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. 2. STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION Statement of compliance These condensed interim consolidated financial statements are prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting under IFRS Accounting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). These condensed interim financial statements follow the same accounting policies and methods o
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f application as the most recent annual financial statements of the Company. These condensed interim consolidated financial statements do not contain all of the information required for full annual financial statements. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the Company’s most recent annual consolidated financial statements, which were prepared in accordance with IFRS as issued by the IASB. These condensed interim consolidated financial statements were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on February 27, 2026. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 8 2. STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION – (continued) Basis of preparation The condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable, by the measurement at fair value of selected financial assets and financial liabilities. The condensed interim consolidated financial statements are presented in Canadian dollars unless otherwise noted. 3. MATERIAL ACCOUNTING POLICIES The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of the audited consolidated financial statements as at March 31, 2025. The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended March 31, 2025. Significant estimates and assumptions The preparation of the consolidated financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. Significant estimates Estimates and assumptions where there is significant risk of material adjustments to the consolidated statements of financial position in future accounting periods include the recoverability and measurement are as follows: Valuation of investments Investment transactions are recorded on a trade date basis. The cost of investments represents the amount paid for each investment and is determined on an average cost basis excluding transaction costs. The Company classifies its investments as fair value through profit or loss, with unrealized gains and losses recognized in profit or loss. The fair value of the Company’s investments as at the financial reporting date are determined as follows: Common shares in quoted companies – All securities listed on a recognized public stock exchange are generally valued at their last bid price. Warrants – The warrants are valued at fair value using the Black-Scholes pricing model which considers factors such as market value of the underlying security, strike price, volatility and expected life. Investments in private companies and other investments – When the fair values of financial assets and financial liabilities recorded on the
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consolidated statements of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data is not available, judgment is required to establish fair value. Significant judgments The preparation of the condensed interim consolidated financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements are as follows: Going concern The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay its ongoing operating expenditures and meet its liabilities for the ensuing year involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 9 3. MATERIAL ACCOUNTING POLICIES – (continued) Significant judgments – (continued) Investment entity Management has applied judgment in determining whether the Company meets the criteria required under IFRS 10, in order to be classified as an investment entity. The following are criteria within IFRS 10 – Consolidated Financial Statements, which the Company used to evaluate and determine that it continues to meet the definition of an Investment Entity: • Obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services; • Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and • Measures and evaluates the performance of substantially all its investments on a fair value basis. The Company meets the criteria required to be considered an “investment entity” under IFRS 10 and as such, in the cases where the Company has control or significant influence over a company in its investment portfolio, the Company values such investments as financial assets at fair value through profit or loss (“FVTPL”). Accounting standards and amendments The following new standards and amendments are not yet effective and have not been applied in preparing these consolidated financial statements. IFRS 18 Presentation and Disclosure in Financial Statements IFRS 18 introduces three sets of new requirements to give investors more transparent and comparable information about companies’ financial performance for better investment decisions. 1. Three defined categories for income and expenses – operating, investing or financing – to improve the structure of the income statements, and require all companies to provide new defined subtotals, including operating profit; 2. Requirement for companies to disclose explanations of management-defined performance measures (“MPMs”) that are related to the income statement; and 3. Enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes. This new standard is effective for reporting periods beginning on or after January 1, 2027. The Company is currently evaluating the impact of the above
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amendments on its consolidated financial statements. 4. INVESTMENTS Marketable securities are recorded at fair value at the end of each reporting period. The fair values of the common shares of the publicly traded companies have been directly referenced to published price quotations in an active market. The fair value of investments in private companies is referenced to non-observable market inputs based on specific company information and general market conditions. At times, these private company investments are held at cost, which is indicative of fair value in the absence of any additional information. The investments in unlisted warrants of companies that are publicly traded are valued using the Black-Scholes option pricing model. The carrying values are marked to market and the resulting gain or loss from marketable securities are recorded against earnings. A continuity of the Company’s marketable securities is as follows: HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 10 4. INVESTMENTS – (continued) The Company has the following investments as at December 31, 2025: and March 31, 2025: Note Number of Shares/Units Held Investment cost at December 31, 2025 Fair Value at March 31, 2025 Additions Disposals Net Change in investment Fair Value at December 31, 2025 Equity investments: $ $ $ $ Public AMPD Ventures Inc. vi 100,000 30,000 - - - - Digital Assets Technology Inc. (formerly Eat & Beyond Global Holdings Inc.) xi 1,265,000 66,719 144,000 - (74,245) (57,105) 12,650 TGS Esports Inc. i 1,040,000 326,000 - - - - - Real Luck Group Ltd. iii 547,298 150,000 - - - - - Stardust Solar Holdings Inc. ix 800,000 200,000 120,000 - - (40,000) 80,000 Way of Will Inc. vi 212,052 143,470 - - - - Level 1 investments 916,189 264,000 - (74,245) (97,105) 92,650 Private Playline Ltd. ii 51,653 250,829 - - - - - Rosey Inc. viii 51,000 200,000 - - - - - Longevity AI Inc. x 12,000,003 840,000 - - - - - Talon Esports Ltd. iv 681,818 405,000 400,000 - - - 400,000 1295764 B.C. Ltd. (Pawtocol Holdings Corporation) vii 1,500,000 3,450,000 - - - - - Level 3 investments 5,145,829 400,000 - - - 400,000 Share subscriptions (SAFE and Funds) xii - xvi - 997,476 - 997,476 - - 997,476 Balance 18,248,824 7,059,494 664,000 997,476 (74,245) (97,105) 1,490,126 During the nine months ended December 31, 2025, the Company recognized a fair market value loss of $106,069, offset by the realized loss of $8,964 from the disposal of its investments for total proceeds of $74,245. These amounts are included in the net change in investment in the above noted table. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 11 4. INVESTMENTS – (continued) The Company has the following investments as at March 31, 2025: Note Number of Shares/Units Held Investment cost at March 31, 2025 Fair Value at March 31, 2024 Additions Net Change in investment Fair Value at March 31, 2025 Equity investments: $ $ $ $ Public AMPD Ventures Inc. vi 100,000 30,000 500 - (500) - Digital Assets Technology Inc. (formerly Eat & Beyond Global Holdings Inc.) xi 2,400,000 132,000 - 132,000 12,000 144,000 TGS Esports Inc. i 1,040,000 326,000 - - - - Real Luck Group Ltd. iii 547,298 150,000 -
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- - - Stardust Solar Holdings Inc. ix 800,000 200,000 200,000 - (80,000) 120,000 Way of Will Inc. v 212,052 143,470 - - - Level 1 investments 981,470 200,500 132,000 (68,500) 264,000 Private Playline Ltd. ii 51,653 250,829 - - - - Rosey Inc. viii 51,000 200,000 - - - - Longevity AI Inc. x 12,000,003 840,000 - - - - Talon Esports Ltd. iv 681,818 405,000 1,997,727 - (1,597,727) 400,000 1295764 B.C. Ltd. (Pawtocol Holdings Corporation) vii 1,500,000 3,450,000 - - - - Level 3 investments 5,145,829 1,997,727 - (1,597,727) 400,000 Balance 6,127,299 2,198,227 132,000 (1,666,227) 664,000 During the year ended March 31, 2025, recognized a fair market value loss of $1,666,227. The amount is included in the net change in investment in the above noted table. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 12 4. INVESTMENTS – (continued) i. On March 27, 2019, the Company purchased 180 common shares (18%) of Even Matchup Gaming Inc. (“EMG”) for $250,000 along with an irrevocable option to acquire an additional 31% interest, with additional terms to purchase from the Even Matchup Gaming Inc.’s existing shareholders, upwards to a maximum of 49% of all common shares. Even Matchup Gaming Inc. is a private company and its shares cannot be reliably valued using any market-derived indicators. On February 10, 2020, the Company acquired the remaining issued and outstanding shares of EMG for $1,230,000 comprising $550,000 cash and 125,926 common shares of the Company. Immediately after the completed acquisition, the Company took steps to unwind the acquisition due to various operational issues encountered with EMG. The Company retained 200 (20%) common shares of EMG and EMG returned the 125,926 common shares for cancellation. The Company had loans payable to EMG of $400,000 which was applied to the investment. On June 28, 2021, EMG shares were converted into 1,040,000 common shares of TGS Esports Inc. which is listed on the TSX Venture Exchange. During the year ended March 31, 2023, the fair value of the Company’s investment was adjusted to $nil as a result of certain operational and market challenges and the shares have been cease traded on the TSX venture for failure-to-file and comply with reporting requirements. As at December 31, 2025 and March 31, 2025, TGS Esports Inc. shares remain halted. ii. On March 22, 2019, the Company purchased 51,653 common shares (less than 1%) of Playline Ltd. for $250,829. Playline Ltd. is a private company and its shares cannot be reliably valued using any market-derived indicators. During the year ended March 31, 2023, the Company recognized a $250,829 fair value decrease of its investment in Playline based on review of market indicators and lack of operational results from the investment. As at December 31, 2025 and March 31, 2025, there has been no change in fair value. iii. On August 2, 2019, the Company subscribed for 7,500,000 units of Avatar One E-Sports Capital Corp. (“Avatar”) at $0.02 each for a total subscription price of $150,000. Each unit consists of one common share of Avatar and one common share purchase warrant of Avatar, with each such warrant entitling the holder to acquire one additional Avatar common share at a price of $0.02 for five years. In December 2020, the Company’s 7,500,000 units of Avatar were exchanged into 547,298 common share
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s in Real Luck Group Ltd. (“Real Luck”) as a result of Real Luck acquiring all of the outstanding common shares of Avatar. Real Luck Group Ltd. is listed on the Canadian Securities Exchange. During the year ended March 31, 2024, the fair value of the Company’s investment was adjusted to $nil as a result of certain operational and market challenges and the shares have been cease traded on the TSX venture for failure-to-file and comply with reporting requirements, in addition, Real Luck was downgraded to the NEX and remain suspended at December 31, 2025 and March 31, 2025. iv. On December 3, 2019, the Company purchased 681,818 common shares of Talon Esports Ltd. (“Talon”) at a price of $0.59 (USD $0.44) per share for an aggregate investment of $405,000 (USD $300,000) which represents approximately 6.5% (as of March 31, 2024 – 3.5%) of Talon. Concurrently, the Company entered into an advisory agreement with Talon which since have been terminated, to provide strategic advisory services. The Company received 681,818 stock options with an exercise price of USD $0.44 expiring May 13, 2021. The options received had an estimated fair market value of $198,511 using the Black-Scholes pricing model. During the year ended March 31, 2022, the options expired unexercised and the Company adjusted the fair value of the stock options to $Nil. During the year ended March 31, 2025, the Company engaged an independent third party valuator to assess the fair value of its investment in Talon, which was estimated at $400,000. As a result, the Company recognized an impairment loss of $1,597,727 as at March 31, 2025. There was no change in fair value as at December 31, 2025. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 13 4. INVESTMENTS – (continued) v. On December 18, 2020, the Company entered into a share exchange agreement with Way of Will Inc. (“WoW”) and the shareholders of WoW to acquire 100% of the 5,000,000 of the issued and outstanding shares of Class A and Class B shares of WoW, through the issuance of 1,409,536 (28,190,725 pre-consolidated) common shares of the Company fair valued at $3,382,887. On January 31, 2022, WoW commenced trading on the Canadian Securities Exchange. On January 19, 2022, the Company spun out 4,78 8,036 shares of WoW to its shareholder at a value of $0.10 per share. As at March 31, 2023, the Company holds 212,052 shares of WoW. As at March 31, 2023 the fair value of the Company’s investment was adjusted to $nil as a result of certain operational and market challenges and the shares have been cease traded on the TSX venture for failure-to-file and comply with reporting requirements. As at December 31, 2025 and March 31, 2025, WoW shares remain halted. vi. On November 25, 2021, the Company subscribed for 100,000 units of AMPD Ventures Inc. at a price of $0.30 per unit. The unit consisted of one common share and one share purchase warrant entitling the Company to purchase one additional common share at a price of $0.50 per share for a period of two years. As at March 31, 2023, the fair value of the warrants was $nil. During the year ended March 31, 2024, the warrants expired unexercised. During the year ended March 31, 2025, the fair value of the Company’s investment was adjusted to $Nil as a cease trade order was issued to AMPD by CSE and as at December 31, 2025,
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the shares have been delisted from the CSE. vii. On January 22, 2022, the Company completed a share exchange agreement to acquire all of the outstanding shares of a private BC Corporation and indirectly acquired Pawtocol Holdings Corp., a Delaware corporation (“Pawtocol”). As consideration the Company issued 3,000,000 common shares of the Company fair valued at $3,450,000. On March 31, 2022, due to the decline in crypto currency, the Company recorded an impairment of $3,450,000. As at December 31, 2025 and March 31, 2025, Pawtocol was inactive. viii. On October 24, 2023, the Company issued 800,000 common shares with a fair value of $200,000 to acquire 51% of the issued and outstanding common shares of Rosey Inc. (“Rosey”) and advanced $200,000 to Rosey (Note 7) for working capital purposes pursuant to the terms and conditions of the share exchange agreement dated September 22, 2023. The initial fair value of $200,000 was determined using the market price of the common shares on the date of issuance. The Company also has exclusive rights to purchase the remaining 49% of Rosey’s outstanding shares until December 31, 2024 (the “Option Deadline Date”), as follows: (i) an additional 9% of Rosey shares upon making a cash payment of $300,000 to Rosey as working capital on or prior to the Option Deadline Date (ii) acquire the remaining 40% of Rosey shares by paying $2,000,000 to the remaining shareholder on or before the Option Deadline Date. As at March 31, 2024, the Company’s investment was adjusted to $nil as a result of the lack of users, Rosey was unable to raise the necessary funding to continue with its operations and to progress with the development of the AI. In addition, Rosey’s financial condition cast substantial doubt in its ability to continue as a going concern. On October 24, 2023, the CEO of Rosey became a director of the Company and on March 5, 2024, was appointed the CEO of the Company. As at December 31, 2025 and March 31, 2025, there has been no change in fair value. ix. On December 12, 2023, the Company subscribed for share subscriptions of 800,000 common shares of Stardust Solar Holdings Inc. (“Stardust”) at $0.25 per common share for a total subscription receipt of $200,000. Stardust is a privately held British Columbia based company that is a franchisor of renewable energy installation services. Stardust has entered into an agreement with Bold Capital Enterprises Ltd. (“Bold”) a capital pool company, whereby the transaction constitute Bold’s qualifying transaction which was expected to close on or before September 30, 2024. Bold issued shares to Stardust shareholders at a deemed issued price of $0.30 per share. As at March 31, 2024, the fair value of stardust was reflected at $0.25 per share, reflecting the Company’s original investment. On October 7, 2024, Stardust commenced trading on the TSX Venture Exchange under the trading symbol “SUN”. As at December 31, 2025, the Company has recorded these shares at its fair value of $0.18 (March 31, 2025 - $0.15) per share, amounted to $424,800 (March 31, 2025 - $120,000). HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 14 4. INVESTMENTS – (continued) x. On November 22, 2023 pursuant to a share exchange agreement, and as amended on February 8, 2024, the Company entered into an agreement with the shareholders of L
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ongevity AI Inc. (“Longevity”) to acquire 50% of the issued and outstanding common shares. As consideration, the Company agreed to issue an aggregate of 2,400,001 common shares to the shareholders of Longevity on a pro-rata basis and will also issue up to 2,000,000 common shares upon Longevity’s business meeting certain milestones on a pro-rata basis. As follows: 400,000 common shares upon the launch of Longevity’s application on the Apple App Store; 400,000 common shares upon the launch of the application on the Google Play Store; 500,000 common shares upon the application achieving 10,000 users on its platform; 300,000 common shares upon the application achieving revenue from clinics listed thereon as feature clinics offering Longevity’s services; 200,000 common shares upon the application 50 clinics where are listed thereon as feature clinics offering Longevity’s services; and 200,000 common shares upon the application achieving 100 clinics which are listed thereon as feature clinics offering Longevity’s services. Management assessed the probability of achieving the milestones and determined the fair value of these shares to be $nil. On February 20, 2024, the Company issued 2,400,001 common shares with a fair value of $840,000 based on the Company’s share price on the date of issuance. As at March 31, 2024, the Company’s investment was adjusted to $nil as a result of the lack of users and Longevity was unable to raise the necessary funding to continue with its operations and to progress with the development of the AI. In addition, Longevity’s financial condition cast substantial doubt in its ability to continue as a going concern. Upon completion of the transaction, a director of the Company was appointed as a director of Longevity. As at December 31, 2025 and March 31, 2025, there has been no change in fair value. xi On July 4, 2024, the Company entered into a debt settlement agreement with Digital Asset Technologies Inc. (formerly: Eat & Beyond Global Holdings Inc.) (“DATT”) to settle the $132,000 promissory note receivable (Note 7). In consideration, the Company has agreed to accept 2,400,000 common shares of DATT at a price of $0.055 per share. DATT is a public company that trades on a Canadian Securities Exchange under the trading symbol (“DATT”). As at December 31, 2025, the Company recognized the sale of 415,000 shares for proceeds of $44,605 and has recorded these shares at its fair value amount of $109,175 (March 31, 2025 - $144,000). xii On June 2, 2025, the Company subscribed for $206,879 (US $150,000) in Cartwheel Robotics, Inc. a Delaware corporation (“Cartwheel”) in a Simple Agreement for Future Equity (“SAFE”) agreement. The SAFE maybe be converted at a discount rate of 80% into Safe Preferred Stock, based on certain events such as equity financing, liquidity, dissolution and liquidation priority. The SAFE will automatically terminate immediately following the earliest to occur of: (i) the issuance of Capital Stock to the Investor pursuant to the automatic conversion of the SAFE or (ii) the payment, or setting aside for payment, of amounts due to the Investor pursuant to liquidity event or dissolution event. As at December 31, 2025, this SAFE agreement has not been converted. xiii On August 13, 2025, the Company subscribed for $211,117 (US $150,000) in WPX Fund I, L.P. (“WPX”) under a Subscription Agreement. The Company is admitted as a Limited Partner of WPX and its capital commitment was fully funded on closing. The
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investment represents a passive limited partnership interest and is not subject to redemption. Under the terms of the agreement, WPX will invest primarily in early-stage technology and AI- focused companies. The Company does not have significant influence over WPX, does not participate in management decisions of the fund, and therefore accounts for this investment as a financial asset measured at fair value through profit or loss (FVTPL). As at December 31, 2025, no distributions have been received and no liquidity events had occurred. xiv On September 4, 2025, the Company invested $75,000 in RideScan Ltd. (“RideScan”), a Scotland corporation, pursuant to a Simple Agreement for Future Equity (“SAFE”). In exchange for the purchase amount, the SAFE provides the Company with the right to receive shares of RideScan’s Capital Stock upon the occurrence of certain events. Under the terms of the SAFE, if RideScan completes an equity financing before termination of the SAFE, the SAFE will automatically convert into a number of shares of Standard Preferred Stock equal to the purchase amount divided by the lowest price per share of such Standard Preferred Stock issued in that financing. In the event of a liquidity event (including a change of control, direct listing or initial public offering) or a dissolution event occurring before conversion, the Company is entitled to receive a cash-out amount equal to the purchase amount, subject to the liquidation priority provisions of the SAFE. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 15 4. INVESTMENTS – (continued) xiv The SAFE ranks junior to secured and unsecured indebtedness, on par with other SAFEs and preferred shares with similar rights, and senior to common shares. The SAFE will automatically terminate upon the earlier of: (i) the issuance of Capital Stock to the Company upon conversion of the SAFE in connection with an equity financing, or (ii) the payment, or setting aside for payment, of amounts due to the Company upon a liquidity or dissolution event. As at December 31, 2025, this SAFE has not been converted. xv On October 2, 2025, the Company invested $75,000 (US $64,500) in Apptronik Inc. (“Apptronik”) under a private undisclosed fund that holds shares of Apptronik. Apptronik is a human-centered robotics company developing AI-powered robots to support humanity across many areas of life. Its award-winning, flagship humanoid robot, Apollo, is designed to collaborate thoughtfully with humans to empower and transform the work is performed. Apollo is already being tested in manufacturing and logistics operations at a well-established European car manufacturer and has partnerships with a notable AI research laboratory to continue to drive its commercialization. Apptronik also has plans to expand into retail, healthcare, and home applications. xvi On October 21, 2025, the Company committed to a strategic investment of US $99,997 in Formic Technologies Inc. (“Formic”), a U.S.-based robotics automation company focused on enabling small to mid-sized manufacturers to adopt automation through a Robotics-as-a-Service model. Formic provides state-of-the-art robotic systems, 24/7 service and maintenance, and advanced productivity software under a fixed monthly subscription structure, designed to reduce upfront capital requirements and o
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perational risk for customers. According to the company, its deployed systems have processed over 1.2 billion products and achieved uptime levels of approximately 99%. As at December 31, 2025, the investment remains subject to customary closing conditions and has not been converted into equity. xvii On October 28, 2025, the Company invested US$75,000 in HowToRobot ApS (“HowToRobot”) pursuant to a Series A Preferred Stock Purchase Agreement. HowToRobot operates a global automation marketplace platform designed to connect businesses with robotics suppliers and automation solutions. The company’s platform facilitates the discovery, comparison, and deployment of robotics technologies across industrial and commercial applications. xvii On December 03, 2025 the Company completed a strategic investment of CAD $150,000 in MBody AI Corp. (“MBody AI”), a developer of a hardware-agnostic embodied artificial intelligence platform for autonomous robotics .MBody AI’s proprietary autonomy platform enables real-time perception, adaptive decision-making, and multi-robot coordination across enterprise environments. The company reports active deployments with Fortune 500 customers and expanding operations across hospitality, healthcare, corporate, and logistics sectors. In connection with the investment, the Company will also serve as an advisor to MBody AI, providing strategic support in relation to development and commercialization initiatives. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 16 5. DEBENTURES Total $ Balance, March 31, 2024 121,858 Accrued interest 18,333 Balance, March 31, 2025 140,191 Accrued interest 13,813 Balance, December 31, 2025 154,004 As at December 31, 2025, debentures consisted of $83,333 (March 31, 2025 - $83,333) debentures that were not converted on maturity date (February 24, 2022) which had a conversion price of $2 per share and matured two years from the date of issuance. These debentures did not bear interest until the maturity date, after which the principal amount will bear interest at the rate of 22% per annum. During the nine months ended December 31, 2025, the Company accrued $13,813 (December 31, 2024 - $13,813) in interest charges and as at December 31, 2025, the Company had $24,019 (March 31, 2025 - $56,858) in interest payable which is included within the debenture balance. These debentures are unsecured and due on demand. 6. SHARE CAPITAL Authorized share capital Unlimited number of common shares without par value, special rights or restrictions attached. On April 25, 2025, the Company completed five old shares for one new share consolidation. All references to common shares, options, and warrants and per common share amounts have been retroactively restated to reflect this share consolidation. For the nine months ended December 31, 2025: On October 24, 2025, the Company closed a non-brokered private placement of 2,500,000 special warrants at a price of $0.80 per special warrant for gross proceeds of $2,000,000. Each special warrant will automatically convert into one common share and one common share purchase warrant upon the earlier of (i) three business days following the filing of a prospectus supplement qualifying the distribution of the underlying securities, and (ii) February 25, 2026. Each common share purchase warrant will be exercisab
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le at $1.20 per share for a period of 24 months from the date of issuance. In connection with the private placement, cash finder’s fees totaling $133,000 were paid and recognized as share issuance costs. The Company also issued 166,250 finder’s warrants exercisable at $1.20 per share for a period of 24 months from the date of issuance with a fair value of $141,313. On July 24, 2025, the Company completed a non-brokered private placement of 10,500,000 units at a price of $0.30 per unit for total proceeds of $3,150,000. Each unit consist of one common share and one warrant entitling the holder the right to purchase one additional common share at a price of $0.35 per common share and expires on July 24, 2027. In connection with the offering, the company paid a finders' fees of $177,871 and issued 574,702 finder’s warrants, with a fair value of $327,580. Each finder's warrant will entitle the holder to acquire one share at a price of $0.35 per share and expires on July 24, 2027. On May 30, 2025, the Company completed a non-brokered private placement of 7,000,000 units at a price of $0.055 per unit for total proceeds of $385,000. Each unit consist of one common share and one warrant entitling the holder the right to purchase one additional common share at a price of $0.07 per common share and expires on May 30, 2027. On May 15, 2025, the Company issued 6,972,800 common shares to settle $348,640 in debt, and recognized a loss on debt settlement of $139,456. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 17 6. SHARE CAPITAL – (continued) For the nine months ended December 31, 2025 (continued): During the nine months ended December 31, 2025, the Company issued 9,405,345 common shares pursuant to the exercise of warrants for total proceeds of $1,611,871. During the nine months ended December 31, 2025, the Company issued 212,500 common shares in settlement of RSU and transferred $127,250 from contributed surplus. For the year ended March 31, 2025: There were no shares issued during the year ended March 31, 2025. Stock Options On October 24, 2020, the Company adopted an equity incentive plan under which it is authorized to grant to officers, directors, employees and consultants enabling them to acquire up to 20% of the issued and outstanding common share of the Company. The options can be granted for a maximum of 10 years and vest as determined by the Board of Directors. The exercise price of each option granted may not be less than the fair market value of the common shares. The Option Plan is 10% a rolling plan pursuant to which the number of common shares which may be subject to issuance pursuant to options granted under the Option Plan is 10% and when combined with all other equity compensation securities outstanding shall not be greater than 20% of the common shares issued and outstanding at the date of grant. On July 24, 2025, the Company granted 150,000 stock options to an officer of the Company that vested on the date of grant. Each stock option is exercisable to purchase one common share of the Company at $0.61 per common share expiring on July 24, 2030. On July 28, 2025, the Company granted 50,000 stock options to a consultant of the Company. The stock options vest at 25% every three months commencing on October 28, 2025. Each stock option is exercisable to purchase one c
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ommon share of the Company at $0.61 per common share expiring on July 28, 2030. On July 30, 2025, the Company granted 50,000 stock options to a consultant of the Company. The stock options vest at 25% every three months commencing on October 30, 2025. Each stock option is exercisable to purchase one common share of the Company at $0.61 per common share expiring on July 30, 2030. On August 25, 2025, the Company granted 400,000 stock options to officers of the Company that vested on the date of grant. Each stock option is exercisable to purchase one common share of the Company at $0.60 per common share expiring on August 25, 2030. On October 27, 2025, the Company granted 25,000 stock options to an officer of the Company pursuant to its Incentive Stock Option Plan. Each stock option is exercisable to purchase one common share of the Company at an exercise price of $1.31 per common share. The options vest at 25% every three months commencing on January 27, 2026, with additional vesting dates on April 27, 2026, July 27, 2026, and October 27, 2026. The options expire on October 27, 2028. On December 5, 2025, the Company granted 50,000 stock options to a consultant of the Company pursuant to its Incentive Stock Option Plan. Each stock option is exercisable to purchase one common share of the Company at an exercise price of $1.29 per common share. The options vest at 25% every three months commencing on March 5, 2026, with additional vesting dates on June 5, 2026, September 5, 2026, and December 5, 2026. The options expire on December 5, 2028. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 18 6. SHARE CAPITAL – (continued) Stock Options – (continued) The continuity of the Company’s outstanding options is as follows: December 31, 2025 March 31, 2025 Number of Stock Options # Weighted Average Exercise Price $ Number of Stock Options # Weighted Average Exercise Price $ Balance, beginning of period 174,000 6.40 182,778 7.50 Issued 725,000 0.68 - - Expired (5,665) 15.00 (8,778) 131.40 Balance, end of period 893,335 0.70 174,000 6.40 The following stock options were outstanding and exercisable as at December 31, 2025: Expiry date Weighted Average Remaining Contractual Life in Years Exercise price Outstanding and Exercisable February 1, 2026 0.09 $ 33.00 335 July 20, 2027 1.55 $ 0.75 168,000 October 31, 2028 2.82 $ 1.31 25,000 December 05, 2028 2.93 $ 1.29 50,000 July 24, 2030 4.56 $ 0.61 150,000 July 28, 2030 4.58 $ 0.61 50,000 July 30, 2030 4.58 $ 0.61 50,000 August 25, 2030 4.65 $ 0.60 400,000 3.90 $ 0.75 893,335 The Company applies the fair value method using the Black-Scholes option pricing model in accounting for its stock options granted. The weighted average assumptions used in calculating the fair value of stock options granted, assuming no expected dividends and forfeitures, are as follows: Nine months ended December 31, 2025 Year ended March 31, 2025 Risk-free interest rate 2.97% - Expected option life (in years) 4.79 - Expected share price volatility* 320.88% - HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 19 6. SHARE CAPITAL – (continued) Warrants The continuity of the Company’s outstanding warrants is as
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follows: December 31, 2025 March 31, 2025 Number of Warrants # Weighted Average Exercise Price $ Number of Warrants # Weighted Average Exercise Price $ Balance, beginning of period - - - - Issued 17,500,000 0.24 - - Exercised (8,756,666) (0.16) - - Balance, end of period 8,743,334 0.32 - - The following warrants were outstanding and exercisable as at December 31, 2025: Expiry date Weighted Average Remaining Contractual Life in Years Exercise price Outstanding and Exercisable May 30, 2027 1.41 $ 0.07 1,000,000 July 24, 2027 1.56 $ 0.35 7,743,334 1.75 $ 0.32 8,743,334 Brokers’ warrants The following table summarizes the continuity of the Company’s brokers’ warrants: December 31, 2025 March 31, 2025 Number of Brokers’ Warrants # Weighted Average Exercise Price $ Number of Brokers’ Warrants # Weighted Average Exercise Price $ Balance, beginning of period - - - - Issued 740,952 0.54 - - Exercised (448,679) (1.25) - - Balance, end of period 292,273 0.83 - - The following brokers’ warrants were outstanding and exercisable as at December 31, 2025: Expiry date Weighted Average Remaining Contractual Life in Years Exercise price Outstanding and Exercisable July 24, 2027 1.56 $ 0.35 126,023 October 24, 2027 1.81 $ 1.20 166,250 1.71 $ 0.83 292,273 HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 20 6. SHARE CAPITAL – (continued) Brokers’ warrants - (continued) The Company applies the fair value method using the Black-Scholes option pricing model in accounting for its brokers’ warrants granted. The weighted average assumptions used in calculating the fair value of brokers’ warrants granted, with no expected dividends and forfeitures, are as follows: Nine months ended December 31, 2025 Year ended March 31, 2025 Risk-free interest rate 273% - Expected option life in years 2 - Expected share price volatility 247.82% - Restricted Share Units (RSUs) During the nine months ended December 31, 2025, the Company issued 860,000 RSUs (year ended March 31, 2025 - nil) to directors, officers, and consultants of the Company. The weighted average grant date fair value of RSUs granted during the nine months end December 31, 2025 was $0.42 per RSU. During the nine months ended December 31, 2025, the Company recognized share-based compensation of $508,750 (year ended March 31, 2024 – Nil) with a corresponding increase to reserves. Number of RSUs Outstanding, March 31, 2025 - Granted 860,000 Converted to common shares (212,500) Outstanding, December 31, 2025 647,500 On July 24, 2025, the Company granted 150,000 RSUs to an officer of the Company, under which the holder has the right to receive an aggregate 150,000 common shares of the Company. The RSUs vest immediately upon grant and have a fair value of $91,500, which has been fully recognized. On July 28, 2025, the Company granted 50,000 RSUs to a consultant of the Company, under which the holder has the right to receive an aggregate 50,000 common shares of the Company. The RSUs vest immediately upon grant and have a fair value of $29,000, which has been fully recognized. On July 30, 2025, the Company granted 25,000 RSUs to a consultant of the Company, under which the holder has the right to receive an aggregate 25,000 common shares of the Company. The RSUs vest immediately upon grant and have a fair value of $14,750, which has been fully recognized. On
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August 25, 2025, the Company granted 500,000 RSUs to a consultant of the Company, under which the holder has the right to receive an aggregate 500,000 common shares of the Company. The RSUs vest immediately upon grant and have a fair value of $300,000, which has been fully recognized. On October 27, 2025, the Company granted 25,000 RSUs to an officer of the Company, under which the holder has the right to receive an aggregate 25,000 common shares of the Company. The RSUs vest at 25% every three months commencing January 27, 2026, with additional vesting dates on April 27, 2026, July 27, 2026, and October 27, 2026. During the quarter ended December 31, 2025, the Company recognized share-based compensation expense of $24,298 in respect of these RSUs. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 21 6. SHARE CAPITAL – (continued) RSUs - (continued) On December 5, 2025, the Company granted 60,000 RSUs to a consultant of the Company, under which the holder has the right to receive an aggregate 60,000 common shares of the Company. The RSUs vest at 25% every three months commencing March 5, 2026, with additional vesting dates on June 5, 2026, September 5, 2026, and December 5, 2026. During the quarter ended December 31, 2025, the Company recognized share-based compensation expense of $15,845 in respect of these RSUs. 7. RELATED PARTY TRANSACTIONS Related party transactions were in the normal course of operations and measured at the fair market value. Key management personnel are the persons responsible for planning, directing and controlling the activities of the Company, and include both executive and non-executive directors, and entities controlled by such persons. The Company considers all directors and officers of the Company to be key management personnel. Transactions with key management and directors The Company incurred the following transactions for the nine months ended December 31, 2025 and 2024, with companies controlled by current and former directors and officers of the Company: For the nine months ended December 31, Relationship 2025 $ 2024 $ Consulting fees Harmony Consolidated Services Company controlled by a director and the CFO, Geoff Balderson - 36,000 Corporate Minds Financial Ltd. Company controlled by a director and the CFO, Geoff Balderson 36,000 - JF Talent Inc. Company controlled by the former CEO, Joshua Matettore 33,375 - Shahab Samimi CEO 75,000 - 144,375 36,000 Share based compensation Geoffrey Balderson 60,000 - Anthony Zelen 60,000 - Joshua Mattetore 183,000 - Shahab Samimi 300,000 - 603,000 - Total 747,375 36,000 As at December 31, 2025, the Company owed $90,803 (March 31, 2025 – $69,800) to companies controlled by current and former officers of the Company for unpaid consulting fees which is included within accounts payable and accrued liabilities. The amount owing is unsecured, non-interest bearing and due on demand. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 22 7. RELATED PARTY TRANSACTIONS – (continued) During the year ended March 31, 2025, the Company had accrued $3,531 (March 31, 2024 - $4,186) in interest income. On July 4, 2024, the Company entered into a debt settle
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ment agreement with Eat & Beyond to settle the $132,000 promissory notes. In consideration, the Company has accepted 2,400,000 common shares of Eat & Beyond at a price of $0.055 per share. On January 24, 2025, the Company received payment of $22,717 from Eat & Beyond which included principal amount of $15,000 and accrued interest income of $7,717. As at December 31, 2025 and March 31, 2025, the outstanding balance of note receivables is $Nil. Note Receivables On December 18, 2023, pursuant to the terms of the investment in Rosey (Note 4), the Company advanced $200,000 as working capital. The advance is unsecured, non-interest bearing and payable on demand. On March 31, 2024, the Company wrote down the note receivable to $28,691 following the impairment of the related investment which was collected during the year ended March 31, 2025. During the year ended March 31, 2025, the Company advanced an aggregate amount of $15,000 (March 31, 2024 - $132,000) through promissory notes to Digital Assets Technology Inc. (formerly Eat & Beyond Global Holdings Inc). (“Eat & Beyond”), a company with a common CFO. The promissory notes will bear interest at 8% per annum. Eat & Beyond is not required to make monthly payments and the notes are due on demand. 8. LOANS PAYABLE On October 21, 2022, the Company entered into a loan agreement with an arm’s length party in the amount of $135,471. The loan bears interest at 10% per annum, is unsecured and is repayable on demand. During the nine months ended December 31, 2025, the Company recorded interest expense of $10,206 (2024 – $10,207). During this period, the Company repaid $50,000 toward the loan balance. As at December 31, 2025, the outstanding principal balance was $85,471 (March 31, 2025 – $135,471). All accrued interest had been settled as at December 31, 2025. On October 11, 2024, the Company entered into a loan agreement with an arm’s length party in the amount of $8,000 which is unsecured, non-interest bearing and payable on demand. 9. FINANCIAL INSTRUMENTS AND CAPITAL MANAGEMENT The following table summarizes the carrying value of financial assets and liabilities as at December 31, 2025 and March 31, 2025: December 31, 2025 March 31, 2025 $ $ Fair value through profit or loss Investments 1,490,126 664,000 Amortized cost Other receivables 34,430 23,228 Cash and cash equivalents 3,604,936 28,149 Accounts payable and accrued liabilities 614,742 870,112 Share subscriptions to be returned - - Loan payable 137,534 177,327 Debentures 154,004 140,191 HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 23 9. FINANCIAL INSTRUMENTS AND CAPITAL MANAGEMENT – (continued) Fair value measurement Determination of fair value The determination of fair value requires judgment and is based on market information, where available and appropriate. The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and • Level 3 – Inputs for the asset
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or liability that are not based on observable market data (unobservable inputs). At the end of each reporting period, management estimates the fair value of investments based on the criteria below and reflects such valuations in the consolidated financial statements: i. Securities including shares, options and warrants which are traded in an active market, such as on a recognized securities exchange and for which no sales restrictions apply, are presented at fair value based on quoted closing trade prices at the end of the reporting period or the closing trade price on the last day the security traded if there were no trades at the end of the reporting period. These are included in Level 1 of the fair value hierarchy. ii. For options, warrants and conversion features of debentures which are not traded on a recognized securities exchange, no market value is readily available. When there are sufficient and reliable observable market inputs, a valuation technique is used. Valuation models such as Black-Scholes are used when there are sufficient and reliable observable market inputs. These market inputs include risk-free interest rate, exercise price, market price at the date of valuation, expected dividend yield, expected life of the instrument and expected volatility of the underlying security based on historical volatility. These are included in Level 2 of the fair value hierarchy. iii. Debentures and loans issued by investee companies are generally valued at the price at which the instrument was issued. The Company regularly considers whether any indications of deterioration in the value of the underlying business exist, which suggests that the debt instrument will not be fully recovered. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment and assumptions provided by management is required in establishing fair values. Judgments include consideration of inputs such as credit risk, discount rates, volatility, probability of certain triggering events, and share price of private company borrowers. Changes in assumptions relating to these factors could affect the reported fair value of the financials instruments. These are included in Level 3 of the fair value hierarchy. Private company investments All privately held investments (including options, warrants and conversion features) are initially recorded at the transaction price, being the fair value at the time of acquisition. At the end of each reporting period, the fair value of an investment may (depending upon the circumstances) be adjusted using one or more of the valuation indicators described below. These are included in Level 3 of the fair value hierarchy. The determination of fair value of the Company’s privately held investments at other than initial cost, is subject to certain limitations. Financial information for private companies in which the Company has investments may not be available and, even if available, that information may be limited and/or unreliable. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 24 9. FINANCIAL INSTRUMENTS AND CAPITAL MANAGEMENT – (continued) Fair value measurement – (continued) Private company investments – (continued) The use of the valuation approaches described below may involve uncertainties and determ
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inations based on management’s judgment and any value estimated from these techniques may not be realized or realizable. Company- specific information is considered when determining whether the fair value of a privately held investment should be adjusted upward or downward at the end of each reporting period. In addition to company-specific information, the Company will also consider trends in general market conditions and the share performance of comparable publicly traded companies when valuing privately held investments. The fair value of a privately held investment may be adjusted if: i. There has been a significant subsequent equity financing provided by outside investors at a valuation different than the current value of the investee company, in which case the fair value of the investment is set to the value at which that financing took place. ii. There have been significant corporate, political, or operating events affecting the investee company that, in management’s opinion, have a material impact on the investee company’s prospects and therefore its fair value. In these circumstances, the adjustment to the fair value of the investment will be based on management’s judgment and any value estimated may not be realized or realizable. iii. The investee company is placed into receivership or bankruptcy. iv. Based on financial information received from the investee company, it is apparent to the Company that the investee company is unlikely to be able to continue as a going concern. v. Release by the investee company of positive/negative operational results; and vi. Important positive/negative management changes by the investee company that the Company’s management believes will have a very positive/negative impact on the investee company’s ability to achieve its objectives and build value for shareholders. Adjustments to the fair value of a privately held investment will be based upon management’s judgment and any value estimated may not be realized or realizable. The resulting values for non-publicly traded investments may differ from values that would be realized if a ready market existed. In addition, the amounts at which the Company’s privately held investments could be currently disposed of may differ from the carrying value assigned. As at December 31, 2025, financial instruments that are measured at amortized cost on the condensed interim consolidated statements of financial position are represented by cash and cash equivalents, account payable and accrued liabilities, share subscriptions to be returned, loan payable, and debentures. The fair values of these financial instruments approximate the carrying value due to their short-term nature. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 25 9. FINANCIAL INSTRUMENTS AND CAPITAL MANAGEMENT – (continued) Fair value measurement – (continued) December 31, 2025 Level 1 $ Level 2 $ Level 3 $ Total $ Investments 92,650 - - 92,650 Private investments - - 400,000 400,000 Share subscription - - 997,476 997,476 92,650 - 1,397,476 1,490,126 March 31, 2025 Level 1 $ Level 2 $ Level 3 $ Total $ Investments 264,000 - - 264,000 Private investments - - 400,000 400,000 264,000 - 400,000 664,000 Level 2 Hierarchy During the nine months ended December 31, 2025 and for the year ended March 31, 2025, the Company had the following ac
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tivities. December 31, 2025 $ March 31, 2025 $ Balance, beginning of period - 28,691 Amount received - (28,691) Balance, end of period - - Level 3 Hierarchy Within Level 3, the Company includes private company investments that are not quoted on an exchange. The key assumptions used in the valuation of these instruments include (but are not limited to) the value at which a recent financing was done by the investee, company-specific information, assumptions and trends in general market conditions. When a private company investment changes its status to a publicly listed investment which meets Level 1 or Level 2 criteria, the investment is transferred out of the Level 3 fair value hierarchy. A transfer is recorded upon the occurrence of a liquidity transaction for an investee company, which includes, but is not limited to, a business combination between the entity and a public company pursuant to a reverse takeover, merger, amalgamation, arrangement, take-over bid, or an initial public offering of the entity. The transfers are recorded on the date that such a liquidity transaction is completed. The following is a movement within level 3 hierarchy During the nine months ended December 31, 2025 and for the year ended March 31, 2025. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 26 9. FINANCIAL INSTRUMENTS AND CAPITAL MANAGEMENT – (continued) Fair value measurement – (continued) Level 3 Hierarchy (continued) December 31, 2025 March 31, 2025 $ $ Balance, beginning of period 400,000 2,197,727 Acquisition of investments 790,597 - Acquisition of share subscription receipts 206,879 (200,000) Adjustment for fair value - (1,597,727) Balance, end of period 1,397,476 400,000 Financial risk management The Company is exposed in varying degrees to a variety of financial instrument related risks. Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk at December 31, 2025 is on its bank account. All of its cash is deposited in a bank account held with a major bank in Canada. As most of the Company’s cash is held by one bank there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies. The maximum exposure to credit risk is the carrying amount of the Company’s financial instruments. Foreign exchange risk Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is not exposed to significant foreign exchange risk. Liquidity risk Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. The Company is exposed to liquidity risk through its accounts payable and accrued liabilities which carry net 30 terms, share subscriptions to be returned, the loan payable and the convertible debentures. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company’s main source of funding has been the
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issuance of equity securities for cash, primarily through private placements. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. Price risk Equity price risk is the risk of potential loss to the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. As at December 31, 2025, the Company's equity investments of $1,490,126 (March 31, 2025 – $664,000) are subject to fair value fluctuations. If the fair value of the Company's investments had decreased/increased by 10% with all other variables held constant, loss and comprehensive loss for the nine months ended December 31, 2025 would have been approximately $149,000 (March 31, 2025 – $66,000) higher/lower. HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 27 9. FINANCIAL INSTRUMENTS AND CAPITAL MANAGEMENT – (continued) Financial risk management (continued) Capital Management Management’s objective is to manage its capital to ensure that there are adequate capital resources to safeguard the Company’s ability to continue as a going concern through the optimization of its capital structure. The capital structure consists of share capital and working capital. In order to achieve this objective, management makes adjustments to it in light of changes in economic conditions and risk characteristics of the underlying assets. To maintain or adjust capital structure, management may invest its excess cash in interest bearing accounts of Canadian chartered banks and/or raise additional funds externally as needed. The Company is not subject to externally imposed capital requirements. The Company’s management of capital did not change during the nine months ended December 31, 2025. 10. SEGMENTED INFORMATION The Company operates in one business segment: to generate income and achieve long term capital appreciation through investments focused on e-sports, Web 3 sectors and AI. Geographic information with respect to the Company’s assets is as follows: December 31, 2025 $ March 31, 2025 $ Canada 5,145,217 707,185 United States 7,961 8,192 Total assets 5,153,178 715,377 Geographic information with respect to the Company’s liabilities is as follows: December 31, 2025 $ March 31, 2025 $ Canada 906,280 1,187,630 United States - - Total liabilities 906,280 1,187,630 Geographic information with respect to the Company’s net loss is as follows: December 31, 2025 $ December 31, 2024 $ Canada 3,495,257 114,021 United States 150 (92) Net loss for the period 3,495,407 113,929 HUMANOID GLOBAL HOLDINGS CORP. (formerly New Wave Holdings Corp.) Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) 28 11. SUBSEQUENT EVENTS Subsequent to December 31, 2025, the Company issued 112,500 common shares pursuant to the conversion of RSUs and 300,000 common shares pursuant to the exercise of stock options for gross proceeds of $180,000. Additionally, the Company issued 883,000 common shares pursuant to the exercise of warrants for gross proceeds of $309,050.
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