Bodhi Tree Biotech: Early-Stage, Capital-Hungry, No Public Market

TL;DR

**BDTB is a high-risk, early-stage bet on plant-based diets with no public market and a desperate need for capital, making it a hard pass for all but the most speculative investors.**

AI Summary

Bodhi Tree Biotechnology Inc. (BDTB), incorporated on December 12, 2023, is an early-stage consulting company specializing in plant-based menu design, recipe development, and vegetarian diet consulting services. The company reported no public market for its common stock as of its most recently completed second fiscal quarter, and had 25,441,042 shares of Common Stock issued and outstanding as of December 29, 2025. BDTB operates with limited marketing, relying primarily on referrals, and faces significant competitive challenges from more established entities. The company's operations are carried out by management, with no full-time employees apart from executive officers, and it does not own or lease commercial office space. BDTB owns two registered trademarks approved on August 5, 2025, and September 30, 2025, respectively, but lacks other significant intellectual property. The company explicitly states it has a limited operating history, making it difficult to evaluate its potential for business success, and anticipates needing significant additional capital to fund its business expansion.

Why It Matters

Bodhi Tree Biotechnology Inc.'s 10-K reveals a nascent company with a compelling niche in plant-based consulting, a growing market. However, its 'limited operating history' and lack of a public market for its common stock present substantial risks for investors, indicating a highly speculative investment. The reliance on executive officers for all operations and the absence of significant intellectual property beyond two trademarks suggest a fragile competitive position against larger, more resourced wellness and nutrition providers. This filing underscores the challenges for early-stage companies in competitive sectors to scale and attract capital, impacting potential employees and broader market innovation in plant-based diets.

Risk Assessment

Risk Level: high — The risk level is high due to BDTB's 'limited operating history' and the explicit statement that 'it is difficult to evaluate our potential for business success.' Furthermore, the company 'may have difficulty raising additional capital,' which is critical given its expectation to 'continue devoting significant capital resources to fund our business expansion.' The absence of a public market for its common stock as of the last business day of its most recently completed second fiscal quarter also indicates extreme illiquidity and speculative nature.

Analyst Insight

Investors should avoid Bodhi Tree Biotechnology Inc. given its early stage, lack of public market, and explicit capital-raising difficulties. This filing serves as a cautionary tale for investing in companies with unproven business models and significant operational dependencies on a small management team.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• 25,441,042 — Shares of Common Stock outstanding (As of December 29, 2025, indicating the current equity structure.)
• 0 — Public market for common stock (No public market existed as of the last business day of the most recently completed second fiscal quarter, highlighting illiquidity.)
• 2 — Registered trademarks (Approved on August 5, 2025, and September 30, 2025, representing the company's limited intellectual property.)
• 0 — Full-time employees (non-executive) (Operations are carried out by management, indicating minimal operational infrastructure.)
• 2023-12-12 — Incorporation date (Highlights the company's very limited operating history.)

Key Players & Entities

• Bodhi Tree Biotechnology Inc. (company) — registrant
• Xiaohang Wang (person) — President and Chief Executive Officer
• Juan Ye (person) — Chief Financial Officer
• U.S. Securities and Exchange Commission (regulator) — filing recipient
• United States Patent and Trademark Office (regulator) — trademark approval body
• $1.07 billion (dollar_amount) — threshold for emerging growth company status
• $700 million (dollar_amount) — threshold for large accelerated filer status
• $1 billion (dollar_amount) — threshold for non-convertible debt issuance for emerging growth company status
• $75 million (dollar_amount) — threshold for smaller reporting company public float
• 25,441,042 (dollar_amount) — shares of Common Stock issued and outstanding as of December 29, 2025

FAQ

Risk Factors

• Limited Operating History [high — operational]: The company has a limited history of operations since its incorporation on December 12, 2023. This lack of a significant operating history makes it difficult to evaluate the company's potential for business success and profitability, exposing it to all the risks inherent in a new business.
• Need for Additional Capital [high — financial]: Bodhi Tree Biotechnology Inc. anticipates needing significant additional capital to fund its business expansion. Failure to secure this necessary funding could severely impede its growth and operational capabilities.
• Competitive Challenges [medium — market]: The company faces significant competitive challenges from more established entities in the plant-based menu design and consulting services market. Its reliance on referrals and limited marketing efforts exacerbate this challenge.
• Limited Infrastructure [medium — operational]: Operations are carried out by management with no full-time employees apart from executive officers, and the company does not own or lease commercial office space. This minimal operational infrastructure could limit scalability and efficiency.
• Emerging Growth Company Status [low — legal]: As an 'emerging growth company,' BDTB can take advantage of exemptions from various reporting requirements, including auditor attestation for Section 404(b) of Sarbanes-Oxley. While this reduces compliance burdens, it may also reduce transparency for investors.

Industry Context

Bodhi Tree Biotechnology Inc. operates in the burgeoning plant-based food and wellness sector, driven by increasing consumer interest in flexitarian, vegetarian, and organic lifestyles. The market is characterized by a growing demand for healthier, sustainably sourced options and innovative recipe development. However, the industry also faces competition from established food companies and a proliferation of smaller, specialized businesses.

Regulatory Implications

As an early-stage company with limited operations, BDTB is not currently subject to significant environmental regulations. Its status as an 'emerging growth company' under the JOBS Act provides exemptions from certain reporting requirements, including auditor attestation for internal controls under Sarbanes-Oxley.

What Investors Should Do

1. Monitor Capital Requirements
2. Evaluate Competitive Positioning
3. Assess Management Execution
4. Understand Illiquidity Risk

Key Dates

• 2023-12-12: Incorporation Date — Marks the official beginning of the company's existence, highlighting its very recent establishment and limited operating history.
• 2025-08-05: Trademark Registration 1 Approved — Represents a key piece of intellectual property for the company, contributing to its brand identity in the plant-based consulting space.
• 2025-09-30: Trademark Registration 2 Approved — Further strengthens the company's intellectual property portfolio, providing additional brand protection and recognition.
• 2025-12-29: Shares Outstanding Date — Provides a snapshot of the company's equity structure, with 25,441,042 shares of Common Stock issued and outstanding.

Glossary

Emerging Growth Company

A company that has total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year. These companies are eligible for certain exemptions from reporting requirements under the JOBS Act. (BDTB qualifies as an emerging growth company, which impacts its disclosure obligations and compliance requirements, potentially offering reduced regulatory burdens but also less transparency.)

JOBS Act

The Jumpstart Our Business Startups Act is a U.S. federal law intended to encourage funding of small businesses in the United States by easing securities regulation and reporting requirements. (This act allows BDTB to take advantage of specific exemptions, such as delayed adoption of new accounting standards and reduced executive compensation disclosures.)

Sarbanes-Oxley Act (SOX)

A federal law that mandates certain practices in financial and managerial reporting and provides for penalties for non-compliance. Section 404(b) requires auditor attestation on internal controls. (As an emerging growth company, BDTB is exempt from the auditor attestation requirements of Section 404(b), reducing audit costs but potentially impacting investor confidence in internal controls.)

Public Float

The number of shares of a company's stock that are available for trading by the public, excluding shares held by insiders, controlling shareholders, or governments. (A low public float can indicate limited liquidity and potentially higher stock price volatility. BDTB's status as not having a public market for its stock means its public float is effectively zero.)

Year-Over-Year Comparison

As Bodhi Tree Biotechnology Inc. was incorporated on December 12, 2023, this 10-K filing represents its initial disclosure. Therefore, there are no prior year metrics or risk factors to compare against. Key information such as revenue, net income, margins, and debt levels are not yet established or reported in a comparative manner.

Key Financial Figures

• $0.001 — of each class) Common Stock, par value $0.001 per share Indicate by check mark if t
• $1.07 b — our total annual gross revenues exceed $1.07 billion, (ii) the date that we become
• $700 million — that is held by non-affiliates exceeds $700 million as of the last business day of our most
• $1 billion — date on which we have issued more than $1 billion in non-convertible debt during the prec
• $75 million — rs that had a public float of less than $75 million as of the last business day of their mo

Filing Documents

• bodhitreebiotech_10k.htm (10-K) — 600KB
• bodhitreebiotech_ex31-1.htm (EX-31.1) — 13KB
• bodhitreebiotech_ex31-2.htm (EX-31.2) — 13KB
• bodhitreebiotech_ex32-1.htm (EX-32.1) — 6KB
• bodhitreebiotech_ex32-2.htm (EX-32.2) — 6KB
• image_001.jpg (GRAPHIC) — 47KB
• image_002.jpg (GRAPHIC) — 6KB
• 0001829126-25-010312.txt ( ) — 2457KB
• bdtb-20250930.xsd (EX-101.SCH) — 21KB
• bdtb-20250930_cal.xml (EX-101.CAL) — 22KB
• bdtb-20250930_def.xml (EX-101.DEF) — 28KB
• bdtb-20250930_lab.xml (EX-101.LAB) — 133KB
• bdtb-20250930_pre.xml (EX-101.PRE) — 105KB
• bodhitreebiotech_10k_htm.xml (XML) — 217KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 4 Item 1B. Unresolved Staff Comments 18 Item 1C. Cybersecurity 18 Item 2.

Properties

Properties 18 Item 3.

Legal Proceedings

Legal Proceedings 18 Item 4. Mine Safety Disclosures 18 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 19 Item 6. [Reserved] 19 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 20 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 22 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data F-1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 23 Item 9A.

Controls and Procedures

Controls and Procedures 23 Item 9B. Other Information 24 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 24 PART III Item 10. Directors, Executive Officers, and Corporate Governance 25 Item 11.

Executive Compensation

Executive Compensation 27 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 28 Item 13. Certain Relationships and Related Transactions, and Director Independence 29 Item 14. Principal Accountant Fees and Services 29 PART IV Item 15. Exhibits, Financial Statement Schedules 30 Item 16. [Reserved] 30

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (the "Annual Report") contains forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. We have attempted to identify forward-looking statements by using terminology such as "anticipates," "believes," "expects," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should," "will," or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels or activity, performance, or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Annual Report identify important factors which you should consider in evaluating our forward-looking statements. These risks and uncertainties may include, without limitation, risks related to general economic and business conditions; our ability to continue as a going concern; our ability to obtain financing necessary to operate our business; our limited operating history; our ability to recruit and retain qualified personnel; our ability to manage any future growth; our ability to research and successfully develop our planned products; our ability to successfully complete potential acquisitions and collaborative arrangements; and other factors including those set

BUSINESS

ITEM 1. BUSINESS Overview Bodhi Tree Biotechnology Inc. ("us," "our," "we," or the "Company") was incorporated in the State of Delaware on December 12, 2023. We are an early-stage consulting company focused on providing plant-based menu design, recipe development, and vegetarian diet consulting services. Our executive office is located in Danville, California. We believe that our menu design, recipe development, and consulting services align with increasing consumer interest in flexitarian, vegetarian, and organic lifestyles. Industry studies indicate that consumers increasingly seek healthier recipe options and sustainable dietary habits. Our strategy is to introduce the attributes of a vegetarian lifestyle and build a connection with consumers who value nutritious, sustainably sourced, and plant-based meals and recipes. To capture this market opportunity, we focus on design and product development, including the creation of distinctive flavor profiles that appeal to a broad range of vegetarian consumers. We create and develop new recipes and menus to address emerging market trends and the growing demand for healthy plant-based options. We also provide dietary consulting services to help customers incorporate vegetarian dietary principles into their daily nutritional routines. We believe that our focus on vegetarian diet culture strengthens our relationships with existing customers and positions us for future customer growth. We are led by our President and Chief Executive Officer, Xiaohang Wang, who has more than 13 years of experience in the health products industry as a manager and director, and our Chief Financial Officer, Juan Ye, who has served in that capacity at another company since 2019. As an early-stage company, our operations remain limited, and we are not currently subject to any environmental regulations. OUR SERVICES Vegetarian Menu and Recipe Design We provide vegetarian menu and recipe design service to consumers who demand flexita

RISK FACTORS

ITEM 1A. RISK FACTORS We have limited operating history and it is difficult to evaluate our potential for business success. We have a limited history of operations. As such, we face all the risks inherent in a new business, and there can be no assurance that we will be successful and/or profitable. Our entry into the vegetarian menu and recipe design industry and our lack of a significant operating history makes it difficult to evaluate the risks and uncertainties we face. Our failure to address these risks and uncertainties could cause our business results to suffer. Because the Company is an "emerging growth company," the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." The Company is an "emerging growth company" as defined under the Jumpstart our Business Startups Act ("JOBS Act"). We will remain an "emerging growth company" for up to five years, or until the earliest of: (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. As an "emerging growth company", the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to: not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act ("Sarbanes Oxley") (we also will not be subject to the audit

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