Panamera Holdings Plunges into $153.8M Loss on R&D Spend

TL;DR

**PHCI is a speculative bet, burning cash on R&D for a massive pivot into environmental tech, making it a high-risk, high-reward play.**

AI Summary

Panamera Holdings Corp (PHCI) reported a significant net loss of $153,790,175 for the six months ended January 31, 2026, a drastic increase from a net loss of $191,076 in the prior year period. This substantial loss was primarily driven by $153,400,000 in research and development expenses incurred during the current six-month period, which were non-existent in the comparable prior period. Total revenues for the six months ended January 31, 2026, were $139,500, a decrease from $82,799 in the prior year, with related party revenues dropping to zero from $74,894. The company's cash position significantly declined from $85,980 at July 31, 2025, to $17,061 at January 31, 2026. A key strategic move was the August 1, 2025, license agreement with Rain Cage Carbon, Inc. for exclusive rights to carbon conversion and clean energy technologies in the U.S. and Mexico, which involved a non-cash reclassification of $639,645 in cash deposits for the license to a related party note payable. Total assets decreased from $803,519 to $124,893, while total liabilities surged from $179,064 to $4,255,467, largely due to a new $3,904,855 related party note payable.

Why It Matters

This filing reveals Panamera Holdings Corp is undergoing a massive strategic pivot, evidenced by the $153.4 million R&D expense and the Rain Cage Carbon license agreement. For investors, this signals a high-risk, high-reward scenario; the company is burning significant capital to develop new technologies in environmental services, metals recycling, and clean energy. Employees might see increased job security if the new ventures succeed, but also face uncertainty given the substantial losses. Customers could benefit from innovative carbon conversion and clean energy solutions if the technology proves viable. The broader market will watch to see if PHCI can successfully transition into a competitive player in the rapidly evolving environmental technology sector, potentially impacting established players.

Risk Assessment

Risk Level: high — The company reported a net loss of $153,790,175 for the six months ended January 31, 2026, primarily due to $153,400,000 in research and development expenses. Cash reserves are critically low at $17,061, down from $85,980, and total liabilities have ballooned to $4,255,467, including a $3,904,855 related party note payable, indicating severe liquidity and solvency concerns.

Analyst Insight

Investors should approach PHCI with extreme caution, recognizing it as a highly speculative investment. Given the massive net loss and dwindling cash, potential investors should conduct extensive due diligence on the Rain Cage Carbon technology and the company's ability to secure future funding to sustain its operations and bring its R&D to fruition.

Financial Highlights

debt To Equity

N/A

revenue

$139,500

operating Margin

N/A

total Assets

$124,893

total Debt

$4,255,467

net Income

-$153,790,175

eps

N/A

gross Margin

60.6%

cash Position

$17,061

revenue Growth

-100.0%

Revenue Breakdown

Key Numbers

• $153,790,175 — Net Loss (for the six months ended January 31, 2026, a significant increase from $191,076 in the prior year)
• $153,400,000 — Research and Development Expenses (incurred for the six months ended January 31, 2026, driving the net loss)
• $17,061 — Cash (at January 31, 2026, down from $85,980 at July 31, 2025)
• $4,255,467 — Total Current Liabilities (at January 31, 2026, up from $155,355 at July 31, 2025)
• $3,904,855 — Note Payable, Related Party (new liability at January 31, 2026)
• $139,500 — Total Revenues (for the six months ended January 31, 2026, compared to $82,799 in the prior year)
• $639,645 — Reclassified Cash Deposits (for license to note payable - related party, a non-cash financing activity)
• 79,886,074 — Common Shares Outstanding (as of March 23, 2026)

Key Players & Entities

• Panamera Holdings Corporation (company) — registrant
• Rain Cage Carbon, Inc. (company) — licensor for carbon conversion technology
• Panamera Metals Corporation (company) — wholly owned subsidiary
• Panamera Technologies Corporation (company) — wholly owned subsidiary
• Panamera Waste Corporation (company) — wholly owned subsidiary
• SEC (regulator) — filing authority
• Nevada (company) — state of incorporation
• Houston, TX (company) — principal executive offices location

Forward-Looking Statements

• Panamera Holdings Corp. will remain a shell company without significant operations or revenue until a business combination is completed. (Panamera Holdings Corp.) — high confidence, target: December 31, 2024
• The stock price will primarily be driven by speculation regarding potential merger targets rather than fundamental business performance. (Panamera Holdings Corp. stock) — high confidence, target: Ongoing

FAQ

Risk Factors

• Severe Net Loss and Cash Depletion [high — financial]: The company reported a net loss of $153,790,175 for the six months ended January 31, 2026, a significant increase from $191,076 in the prior year. This was driven by $153,400,000 in R&D expenses. Cash reserves plummeted from $85,980 to $17,061.
• Surging Liabilities and Negative Equity [high — financial]: Total liabilities increased dramatically from $179,064 to $4,255,467, primarily due to a new related party note payable of $3,904,855. This resulted in total stockholders' equity turning negative, reaching a deficit of $4,130,574.
• Dependence on Related Party Transactions [medium — operational]: The company's revenue structure shows a complete cessation of related party revenues, dropping to $0 from $74,894 in the prior period. Furthermore, a significant related party note payable of $3,904,855 has been incurred.
• Significant R&D Investment Impact [high — financial]: A substantial $153,400,000 in research and development expenses were incurred in the current period, which were non-existent in the prior year. While this indicates investment in future technology, it has severely impacted the current period's profitability and cash flow.
• Asset Devaluation [medium — financial]: Total assets have decreased significantly from $803,519 to $124,893. This decline is partly due to the reclassification of a $639,645 deposit for a license to a related party note payable, effectively removing it as an asset.

Industry Context

Panamera Holdings Corp operates in the clean energy and carbon conversion technology sector. This industry is characterized by high R&D intensity, significant capital requirements, and evolving regulatory landscapes. Companies in this space often rely on strategic partnerships and licensing agreements to advance technology and market penetration. The sector is competitive, with established players and emerging innovators vying for market share and technological breakthroughs.

Regulatory Implications

The substantial R&D expenses and the significant related party note payable could attract scrutiny from regulatory bodies regarding financial reporting and corporate governance. Companies in the clean energy sector may also face evolving environmental regulations and compliance requirements that could impact operational costs and strategic direction.

What Investors Should Do

1. Monitor R&D spending and future revenue generation
2. Investigate the terms of the related party note payable
3. Evaluate the strategic rationale and execution of the Rain Cage Carbon license
4. Assess cash burn rate and future funding needs

Key Dates

• 2026-01-31: Six Months Ended — Reporting period marked by a substantial net loss of $153,790,175, driven by $153,400,000 in R&D expenses, and a significant decrease in cash to $17,061.
• 2025-08-01: License Agreement with Rain Cage Carbon, Inc. — Acquisition of exclusive rights to carbon conversion and clean energy technologies. Involved a non-cash reclassification of $639,645 in cash deposits to a related party note payable.
• 2025-07-31: Prior Year Period End — Reference point for comparison, showing a net loss of $191,076, cash of $85,980, and total liabilities of $179,064.

Glossary

Accumulated deficit

The total net losses of a company over its lifetime that have not been offset by net income. (Indicates the company has incurred more losses than profits historically, with the deficit significantly increasing to $177,094,294 as of January 31, 2026.)

Additional paid in capital

The amount of money a company receives from selling stock above its par value. (Shows a substantial increase from $23,823,900 to $172,956,331, suggesting significant equity financing or stock issuance activity.)

Related party note payable

A debt obligation owed to an individual or entity that has a close relationship with the company, such as a major shareholder or executive. (A new liability of $3,904,855 was incurred, significantly increasing total liabilities and raising concerns about the terms and repayment of this debt.)

Research and development expenses

Costs incurred by a company to develop new products or services, or to improve existing ones. (A massive $153,400,000 in R&D expenses were recorded in the current period, being the primary driver of the company's substantial net loss.)

Treasury stock

Stock that a company has repurchased from the open market. (The company holds 6,000,000 shares of treasury stock, valued at a cost of $600, which does not appear to have changed.)

Year-Over-Year Comparison

Compared to the prior year period, Panamera Holdings Corp has experienced a dramatic shift in its financial performance. Total revenues have decreased, with related party revenues disappearing entirely. Most significantly, the company has incurred a massive net loss of $153,790,175, primarily due to $153,400,000 in research and development expenses, compared to a minimal loss of $191,076 previously. Total liabilities have surged from $179,064 to $4,255,467, largely driven by a new related party note payable, while cash has dwindled from $85,980 to $17,061.

Key Financial Figures

• $4,900,000 — reed (i) one - time up-front payment of $4,900,000, (ii) ongoing license fee of 25% of the
• $500,000 — of $4,900,000, with initial payment of $500,000 and quarterly payment balance starting

Filing Documents

• pnht_10q.htm (10-Q) — 725KB
• pnht_ex311.htm (EX-31.1) — 13KB
• pnht_ex312.htm (EX-31.2) — 11KB
• pnht_ex321.htm (EX-32.1) — 6KB
• pnht_ex322.htm (EX-32.2) — 6KB
• 0001640334-26-000512.txt ( ) — 3528KB
• pnht-20260131.xsd (EX-101.SCH) — 36KB
• pnht-20260131_lab.xml (EX-101.LAB) — 225KB
• pnht-20260131_cal.xml (EX-101.CAL) — 38KB
• pnht-20260131_pre.xml (EX-101.PRE) — 179KB
• pnht-20260131_def.xml (EX-101.DEF) — 76KB
• pnht_10q_htm.xml (XML) — 473KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements 3 Item 2.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 22 Item 4.

Controls and Procedures

Controls and Procedures 22

- OTHER INFORMATION

PART II - OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 23 Item 1A.

Risk Factors

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

SIGNATURES

SIGNATURES 25 2 Table of Contents

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements PANAMERA HOLDINGS CORPORATION Consolidated Balance Sheets (Unaudited) January 31, July 31, 2026 2025 Assets Current Assets: Cash $ 17,061 $ 85,980 Prepaid expenses 7,151 6,901 Accounts receivable 57,043 2,543 Total Current Assets 81,255 95,424 Non-Current Assets: Deposit for rent - 4,000 Deposit for license - 639,645 Operating lease right-of-use asset 43,638 64,450 Total Assets $ 124,893 $ 803,519 Liabilities and Stockholders' Equity Current Liabilities: Accounts payable and accrued liabilities $ 292,225 $ 91,206 Short term advance payable 11,653 11,653 Due to related party - 7,111 Note payable, related party 3,904,855 - Operating lease liability - current portion 46,734 45,385 Total Current Liabilities 4,255,467 155,355 Non-current Liability: Operating lease liability - 23,709 Total Liabilities 4,255,467 179,064 Stockholders' Equity (Deficit) Preferred stock: 50,000,000 authorized; $ 0.0001 par value, no shares issued and outstanding - - Common stock: 550,000,000 authorized; $ 0.0001 par value, 79,886,074 shares and 52,735,000 shares issued at January 31, 2026, and July 31, 2025, respectively 7,989 5,274 Additional paid in capital 172,956,331 23,823,900 Treasury stock, at cost: 6,000,000 shares at January 31, 2026, and July 31, 2025, respectively ( 600 ) ( 600 ) Common stock to be issued, 0 shares and 50,000 shares at January 31, 2026, and July 31,2025, respectively - 100,000 Accumulated deficit ( 177,094,294 ) ( 23,304,119 ) Total Stockholders' Equity (Deficit) ( 4,130,574 ) 624,455 Total Liabilities and Stockholders' Equity (Deficit) $ 124,893 $ 803,519 The accompanying notes to the unaudited financial statements are an integral part of these statements. 3 Table of Contents PANAMERA HOLDINGS CORPORATION Consolidated Statements of Operations (Unaudited) For the For the Th

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