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As filed with the U.S. Securities and Exchange Commission on March 31, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VERSES AI INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada		7370		88-2921736
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

2121 Avenue of the Stars, 8th Floor

Los Angeles, CA 90067

(310) 988-1944

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Scott

Chief Executive Officer

Verses AI Inc.

2121 Avenue of the Stars, 8th Floor

Los Angeles, CA 90067

(310) 988-1944

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Andrew J. Bond, Esq.

Sheppard, Mullin, Richter & Hampton LLP

1901 Avenue of the Stars, Suite 1600

Los Angeles, CA 90067

Telephone: (310) 228-3700

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED MARCH 31, 2026

VERSES AI INC.

3,710,001 Class A Subordinate Voting Shares

This prospectus relates to the resale by certain selling shareholders of Verses AI Inc., a British Columbia corporation (the “Company”), identified in this prospectus of up to 3,710,001 shares (the “Resale Shares”) of the Company’s Class A Subordinate Voting Shares, no par value, including 1,236,667 Resale Shares issuable upon exercise of outstanding warrants. All of the Resale Shares were purchased from the Company in a private placement transaction and are being offered for resale by the selling shareholders only.

The Resale Shares may be sold by the selling shareholders to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale you should refer to the section entitled “Plan of Distribution” in this prospectus.

The prices at which the selling shareholders may sell the Resale Shares will be determined by the prevailing market price for shares of the Company’s common stock or in privately negotiated transactions. The Company will not receive any proceeds from the sale of the Resale Shares by the selling shareholders.

The Company will bear all costs relating to the registration of the Resale Shares, other than any selling shareholder’s legal or accounting costs or commissions.

The Company’s common stock is presently listed on the Cboe Canada Exchange under the symbol “VERS” quoted on the OTCQB under the symbol “VRSSF.” The closing price of the Company’s Class A Subordinate Voting Shares on March 30, 2026, as reported by the OTCQB was $0.59 per share.

Investing in our common stock involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 7 of this prospectus and elsewhere in this prospectus for a discussion of information that should be considered in connection with an investment in our common stock.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is March 31, 2026

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Securities and Exchange Commission (the “SEC”) allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to those other documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed a registration statement on Form S-1, of which this prospectus forms a part, under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC with respect to the securities being offered pursuant to this prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities being offered pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed below in “Where You Can Find More Information.” We are incorporating by reference the documents listed below, which we have already filed with the SEC, and all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as to any portion of any future report or document that is not deemed filed under such provisions:

	1.	The Company’s Annual Report on Form 10-K for the year ended March 31, 2025, filed with the SEC on July 14, 2025;

	2.	The Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2025 and September 30, 2025, filed with the SEC on August 14, 2025 and November 14, 2025, respectively;

	3.	The Company’s Current Reports on Form 8-K (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) filed with the SEC on April 15, 2025 April 23, 2025, April 25, 2025, April 28, 2025, May 2, 2025, June 26, 2025, July 2, 2025, July 9, 2025, July 16, 2025, November 3, 2025, December 4, 2025, December 29, 2025, January 23, 2026, February 12, 2026, February 20, 2026, February 23, 2026, February 25, 2026, March 11, 2026, March 17, 2026, and March 31, 2026.

	4.	The description of the Company’s Subordinate Class A Voting shares, contained in Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, as filed with the SEC on July 14, 2025, including any amendments or reports filed for the purpose of updating such description

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement.

You may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (310) 988-1944 or by writing to us at the following address:

Verses AI Inc.

2121Avenue of the Stars, 8^th Floor

Los Angeles, California 90067

Attention: Chief Financial Officer

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS		ii
TRADEMARKS, SERVICE MARKS AND TRADE NAMES		ii
MARKET AND INDUSTRY DATA		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		7
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS		21
USE OF PROCEEDS		24
DIVIDEND POLICY		24
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		27
BUSINESS		49
MANAGEMENT		60
EXECUTIVE AND DIRECTOR COMPENSATION		64
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		69
PRINCIPAL SHAREHOLDERS		70
DESCRIPTION OF CAPITAL STOCK		72
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS OF OUR CLASS A SUBORDINATE VOTING SHARES		75
LEGAL MATTERS		82
EXPERTS		82
WHERE YOU CAN FIND MORE INFORMATION		82

Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any related free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A Subordinate Voting Shares offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date regardless of the time of delivery of this prospectus or any sale of our Class A Subordinate Voting Shares. Our business, financial condition, results of operations and prospectus may have changed since that date.

ABOUT THIS PROSPECTUS

As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” the “Company,” “VERSES” and similar references refer to Verses AI Inc., a corporation organized under the laws of British Columbia, Canada, individually, or as the context requires, collectively with its subsidiaries. Additionally, references to “CAD$” or “C$” are to Canadian dollars and references to “$” or “US$” are to United States dollars.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

Genius™, AXIOM™ and other trademarks or service marks of ours appearing in this prospectus are our property. This prospectus also contains additional trade names, trademarks and service marks belonging to other parties. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, ^TM or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning the industries and markets in which we operate and competitive position is based on information from internal surveys, market research, publicly available information, industry publications and management estimates. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates and information. Although we have not independently verified the accuracy or completeness of any third-party information, we believe the information in this prospectus concerning the industries and markets in which we operate and competitive positions is reliable. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industries and markets, which we believe to be reasonable. In addition, projections, assumptions, and estimates of the future performance of the industries and markets in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note On Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. Therefore, we caution you not to give undue weight to such projections, assumptions, and estimates.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our Class A Subordinate Voting Shares. You should carefully read the entire prospectus, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Note On Forward-Looking Statements.”

Overview

Verses is cognitive computing company focused on developing next generation artificial intelligence software, known as agentic AI, that is designed to support and improve decision making and take actions, we intend to license this software-as-a-service to individuals and companies. Our software is based on the fundamental principles of neuroscience and the way that the human brain learns and makes decisions in a process known as Active Inference, which we have configured to create a proprietary process. Active inference focuses on making predictions based on learning and dynamic reasoning from new and changing information, unlike many existing AI processes like Large Language Models (LLMs) that rely solely on fixed rules, large amounts of historical data, or static models.

In early 2024 we launched a private beta program of our software with a few select users with whom we had existing business relationships, and during the second half of 2024 we launched a public beta program for a broader number of users and developers. In April 2025, we released our flagship product, an innovative agentic software platform called Genius, which uses our proprietary technology based Active Inference to support and improve domain-specific decision making by providing insight when where there is volatility, uncertainty, complexity, or ambiguity in the input data. Genius integrates key customer inputs with internally generated and externally sourced data to develop cause and effect models with explainable probabilistic projections, forecasts, and comparative results. The Company intends to continue to develop Genius to improve the ease of integrating Genius into a client’s existing technology stack, data architecture, governance, and workflows as well as increase its predictive accuracy, transparency, and auditability. To make Genius available to a larger universe of potential users, we offer a range of pricing packages that includes flat fee or profit share options, as well as variable pricing options based on complexity and usage criteria such as number of users, transactions, inferences, transactions, and input parameters.

Based on user feedback and the results of our beta program, we have implemented a highly targeted a go-to-market strategy which we call our “Lighthouse” strategy that will initially focus our efforts to license an enterprise version of Genius to financial institutions and asset managers that manage more than $100 million of assets under management such as pension funds and other institutional fund managers including: sovereign funds, insurance companies, university and other endowments, hedge funds, and family offices, all of whom are estimated to collectively manage hundreds of trillions of dollars in long-duration capital. Genius is designed to help these funds improve their performance by integrating their key internal inputs such as asset performance assumptions, portfolio constraints, and investment strategies, with third-party market, economic, and other data to developed structured and auditable multi-year investment risk and return projections, probabilistic forecasts, and comparative results based on various asset allocation, portfolio rebalancing, and liquidity criteria.

Our targeted financial institutions are high-value, high-impact entities that manage large, diversified portfolios of various asset classes, and Genius can assist their investment teams to make class allocation decisions that increase returns and manage risk. Genius helps investment teams compare and optimize various asset allocation mixes by projecting how different mixes and different portfolio strategies may perform across a range of scenarios. Each target client will provide us with real world results that will allow us to continue to develop and improve Genius that can then be applied to other clients in the same sector and other sectors. During the coming quarters, we plan to expand from our initial target sector into others, such as robotics, logistics, and infrastructure management.

Our Approach to Artificial Intelligence

Our approach to artificial intelligence, which is based on Active Inference, is different from Large Language Model (“LLM”) artificial intelligence. LLMs, like ChatGPT or Claude, identify patterns in large amounts of static data and then calculate what word or phrase should come next based on the highest probability of previous answers. Active Inference, inspired by natural intelligence and neuroscience, reflects how the human brain has evolved for efficiency and survival. It builds a cause-and-effect model of the real world, uses it to reason, predict, decide, and act, and continually learns from the outcomes to update this model in real time. As it learns how the world behaves and influences itself, it applies that knowledge to decision-making and action. Unlike an LLM, which can describe past events, Active Inference like Genius aims to understand the ‘why’ behind events and recommend actions by repeatedly modeling and analyzing expected versus actual outcomes. Genius mimics the brain’s continuous learning process by running experiments, evaluating how well its predictions match reality, and adjusting its model accordingly based on new information.

Professor Karl Friston, our Chief Scientist, who lectures and conducts research at University College London, one of the world’s most eminent neuroscientists, pioneered Active Inference in several research papers during the last few decades, describing the brain’s process of evaluation and adaptation.

In collaboration with Professor Friston, Verses approaches Active Inference in what we believe is a unique process that created three differentiators from other AI models.

	1.	Domain Specific Models: Genius allows users to create a domain-specific cause-and-effect model of their world using their own data. This model is designed to enable users to zoom in or out of various levels of detail, similar to how one can view their house on Google Maps. At a high zoom level, you see specific features, like a trampoline in the garden, while at a low zoom level, you view the entire city or country. Our models are efficient as they are designed to focus on particular problems, providing clear explanations or insights into why certain recommendations or predictions are made while the user is in full control of their data at all times.

	2.	Specialization: Genius is designed to approach problem-solving in a modular process similar to how the human brain operates with task specific regions. For example, different regions of the human brain is responsible for differing functions: the occipital lobe is responsible for vision, the temporal lobe handles planning, and the frontal cortex manages motor control. Our modular process enables Genius to run more efficiently with less compute, memory, and energy.

	3.	Network Effect. Genius enables data, devices, and agents to work together, just as humans are more effective when working as a team.

Using our modular approach to Active Inference, in June 2025 we unveiled what we believe is the world’s first digital brain, AXIOM™, which, like the human brain, that has different regions for different functions like vision, memory, prediction and reasoning which then recombine to work together to sense, reason, plan, act and learn.

We believe that it is more reliable and dramatically more efficient than other top models. Our benchmarking test demonstrated that the AXIOM approach learned how to play games in minutes and outperformed top models such as Google Dreamer V3, achieving 60% better gameplay, learning seven times faster, having approximately 97% greater compute efficiency, and utilizing around 440 times less model size. Our benchmarking results were validated by an independent technical validation by the Soothsayer Analytics team confirmed these findings. The technology behind the AXIOM digital Brain is the same essential technology that fuels the Genius model.

We believe that our approach gives us a competitive advantage in several key areas:

	●	Product advantage: Our approach provides the first principles mathematical foundation for how our AI learns and makes decisions. We believe that our models are more explainable to humans and therefore easier to rely on, which is particularly important in regulated or high-stakes environments.

	●	Technical advantage: Our approach is grounded in real-world physics and biology, which we believe enables us to model physical and biological systems more accurately and allows us to automate decision making in uncertain conditions as compared to traditional digital-only approaches that only operate conceptually. This is very useful for enterprise applications involving real-world processes, such as financial portfolio asset allocation, supply chain optimization, materials design, and human behavior modeling.

	●	Efficiency advantage: Our approach mirrors nature, which we believe provides advantages in terms of efficiency in compute usage, memory usage, power consumption and in speed.

Product Offerings

Genius

In April 2025, we released our flagship product, an innovative agentic software platform called Genius, which uses our proprietary artificial intelligence technology based on Active Inference to support and improve domain-specific decision making by providing insight when there is volatility, uncertainty, complexity, or ambiguity in the input data. Genius integrates key customer inputs with internally generated and externally sourced data to develop cause-and-effect models with explainable probabilistic projections, forecasts, and comparative results.

This current version of Genius, which we call Darwin, operates as a decision-support system that helps users model uncertainty, evaluate scenarios, and compare alternative decisions under human supervision. The platform allows users to build models that represent how systems behave over time, run simulations to explore potential outcomes, and assess tradeoffs using probabilistic forecasts rather than single-point estimates. Outputs are designed to support governance and oversight by providing explainable results that can be reviewed and approved by human decision-makers. The Darwin release does not operate autonomously, does not execute actions, and does not make binding decisions without human input.

Future versions of Genius are expected to incrementally expand functionality beyond the current baseline, subject to continued development, customer adoption, and available resources. Over time, the platform is intended to ingest a broader range of data, improve long-horizon reasoning and planning, support more adaptive and automated recommendations within predefined boundaries, and enable coordination across multiple models or agents. As these capabilities expand, Genius is expected to progress from primarily supporting analysis and planning toward enabling more adaptive and coordinated decision systems, while maintaining human oversight, auditability, and governance controls. The timing, scope, and extent of future functionality will depend on technical progress, regulatory considerations, and market conditions, and there can be no assurance that all planned features will be achieved.

Growth Strategy

We believe that Genius has various applications for different end users in many different sectors. These different sectors will each require unique growth strategies, pricing models, industry partnerships and sales cycles.

	●	Genius: To demonstrate the versatility and broad applicability of Genius’ unique value proposition of making AI more reliable, explainable and efficient with Active Inference, we anticipate that we will be working closely with domain experts, consultants and resellers in various sectors to support Genius training, education, deployment, tool development, and implementation.

	●	Genius for Financial Services: Early feedback from customers have identified opportunities and use cases in the financial services sector where Genius can help to more accurately predict macroeconomic changes for large pension and wealth funds. Because of this, interest and strong market fit we are focusing our efforts in this space

	●	New Products: We may discover the need or opportunity to develop first party applications powered by Genius which may enhance the attractiveness of the platform or may be an opportunity for us to generate additional revenue in different sectors.

	●	Strategic & Accretive M&A: We may identify acquisition opportunities that could have a number of benefits including: expanding customer relationships, accelerating AI tools and leveraging additional AI infrastructure. These opportunities could range materially in size and scale.

Recent Developments

March 27, 2026, the Company announced that it closed the second tranche of its March Offering (defined below) which consisted of 473,500 March Units. Pursuant to this second tranche of the March Offering, the Company raised gross cash proceeds of C$355,125 (approximately US$257,318) before deducting commissions and expenses incurred in connection with the March Offering. The net proceeds of the second tranche of the March Offering were intended to strengthen the Company’s financial position and provide liquidity to finance continuing operations, including, in particular, the Company’s expenses incurred, and expected to be incurred, in connection with the Company’s research and development objectives, and for working capital and general corporate purposes.

March 26, 2026, the Company terminated and re-granted 270,607 outstanding Options to acquire Class A Common shares of the Company to an exercise price of CAD$1.00 ($0.72 at this prospectus rate). Original vesting terms and exercise price of the Replacement Options were maintained according to the original certificate agreement. The Replacement Options have a 10-year expiry. The Company did not incur any additional costs related to the Replacement Options.

	●	Don Moody – General Counsel and Chief Legal Officer: 16,278 options
	●	James Christodoulou – Chief Financial Officer: 97,819 options
	●	James Hendrickson – President and Chief Operating Officer: 97,819 options
	●	Hari Thiruvengada – Chief Technology Officer: 58,691 options

March 16, 2026, the Company closed the first tranche of a non-brokered private placement offering of 1,170,807 units (the “March Units”) of the Company at a price of C$0.75 (US$0.55) per March Unit (the “March Offering”). Pursuant to the March Offering, the Company raised gross cash proceeds of C$745,805 (approximately US$547,644) through the issuance of 994,407 March Units, before deducting commissions and expenses incurred in connection with the March Offering, and extinguished C$132,300 (approximately US$97,148) in liabilities through the issuance of 176,400 March Units. Each March Unit is comprised of one Class A Subordinate Voting Share of the Company and one-half of one share purchase warrant (each whole share purchase warrant, a “March Warrant”). Each March Warrant entitles the holder to purchase one Class A Subordinate Voting Share of the Company (a “March Warrant Share”) at an exercise price of C$1.00 (approximately US$0.73) per March Warrant Share at any time until the date that is 24 months from the date of issuance, subject to adjustment in certain events. The net proceeds of the March Offering were intended to strengthen the Company’s financial position and provide liquidity to finance continuing operations, including, in particular, the Company’s expenses incurred, and expected to be incurred, in connection with the Company’s research and development objectives, and for working capital and general corporate purposes.

February 10, 2026, Gabriel Rene, the Company’s Chief Executive Officer and member of the Company’s board of directors, resigned his positions as Chief Executive Officer and as a director on the Company’s board of directors, and the Company’s board of directors appointed David Scott, a current member of the Company’s board of directors, to serve and interim Chief Executive Officer while the Company’s board of directors conducts a search for a permanent replacement. Dan Mapes, President Emeritus and Global Brand Ambassador and director on the Company’s board of directors, also resigned his positions with the Company, and the Company’s board merged the Chief Accounting Officer position with the Chief Financial Officer position and consequently, Kevin Wilson, the Company’s Chief Accounting Officer and Corporate Secretary, is no longer employed by the Company. The responsibilities of Chief Accounting Officer have been assumed by James Christodoulou, the Company’s Chief Financial Officer, and the responsibilities of Corporate Secretary were assumed the by Donald Moody, the Company’s General Counsel.

Our Corporate Information and History

The Company was incorporated on November 19, 2020, pursuant to the Business Corporations Act (British Columbia) (the “BCBCA”) under the name “Chromos Capital Corp.” On June 17, 2021, the Company changed its name to “Verses Technologies Inc.” in connection with the Amalgamation (as defined herein). On March 31, 2023, the Company changed its name to “Verses AI Inc.” See “Business – Our Corporate Information and History” for additional information.

Our head office and registered and records office is located at 1111 West Hastings Street, 15th Floor, Vancouver, British Columbia, V6E 2J3. We also have offices located at 2121 Avenue of the Stars, Suite 800, Los Angeles, California, 90067 and High Tech Campus 6a 5656 AE Eindhoven, Netherlands. Our phone number is (310) 988-1944. Our website address is www.verses.ai/genius. The information contained on our website is not incorporated by reference into this prospectus.

Implications of Being an Emerging Growth Company

We qualify as an emerging growth company as defined in the JOBS Act because we had less than $1.235 billion in revenues during our last fiscal year. As an emerging growth company, we expect to take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

	●	being permitted to present only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in this prospectus;

	●	not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”);

	●	reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

	●	exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We may use these provisions until the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

As an emerging growth company, we intend to take advantage of an extended transition period for complying with new or revised accounting standards as permitted by the JOBS Act. To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead of three years.

THE OFFERING

Class A Subordinate Voting Shares offered by selling security holders		3,710,001 Class A Subordinate Voting Shares, including 1,236,677 Class A Subordinate Voting Shares issuable upon exercise of outstanding warrants.

Offering price:		Market price or privately negotiated prices.

Class A Subordinate Voting Shares after the offering:		14,306,053

Use of proceeds:		We will not receive any proceeds from the sale of the Resale Shares by the selling shareholders.

Risk factors:		An investment in our securities involves a high degree of risk and could result in a loss of your entire investment. Prior to making an investment decision, you should carefully consider all of the information in this prospectus and, in particular, you should evaluate the risk factors set forth under the caption “Risk Factors” beginning on page 7.

Trading symbols		Currently, our Class A Subordinate Voting Shares are quoted on the OTCQB under the symbol “VRSSF”, and on Cboe under the symbol “VERS”.

The number of Class A Subordinate Voting Shares that will be outstanding after this offering is based on 14,306,053 shares outstanding as of March 31, 2026, and excludes:

	●	1,734,634 Class A Subordinate Voting Shares issuable upon exercise of options at a weighted average exercise price of C$14.77 per share (USD $10.60 as of this prospectus date);

	●	5,677,636 Class A Subordinate Voting Shares issuable upon exercise of warrants at a weighted average exercise price of C$18.56 per share (USD $13.32 as of this prospectus date);

	●	525,946 Class A Subordinate Voting Shares issuable upon the vesting and settlement of restricted stock units;

	●	1,315,933 Class A Subordinate Voting Shares reserved for future issuance under our Omnibus Equity Incentive Plan, as well as any automatic increases in the number of Class A Subordinate Voting Shares reserved for future issuance under the plan.

SUMMARY FINANCIAL DATA

The following tables set forth our summary financial data as of the dates and for the periods indicated. We have derived the summary statement of operations data for the years ended March 31, 2025 and 2024 from our consolidated audited financial statements included elsewhere in this prospectus. We have derived the summary condensed consolidated statement of operations data for the nine months ended December 31, 2025 and 2024 and our balance sheet data as of December 31, 2025 from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair presentation of the unaudited interim condensed consolidated financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future, and the results for the nine months ended December 31, 2025 are not necessarily indicative of results to be expected for the full year or any other period. The following summary financial data should be read with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes and other included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future.

STATEMENT OF OPERATIONS DATA:

	Year Ended March 31,						Nine Months Ended December 31, (unaudited)
	2025			2024			2025			2024
REVENUE		155,000			1,966,731			818,632			155,000
Cost of Revenue (excluding depreciation)		(631,691	)		(1,699,170	)		(547,103	)		(145,000	)
Gross Profit		(476,691	)		267,561			271,529			10,000

Operating expenses:
Selling, general and administrative		(41,301,237	)		(40,407,718	)		(25,175,456	)		(33,826,482	)

Operating income (expense)		(41,777,928	)		(40,140,157	)		(24,903,927	)		(33,816,482	)

Other income (expense), net		(1,214,796	)		(11,950,989	)		(78,635	)		(457,994	)

Loss before income taxes		(42,992,724	)		(52,091,146	)		(24,982,562	)		(34,274,476	)
Income taxes		-			(2,513	)		-			-
Net loss		(42,992,724	)		(52,093,659	)		(24,982,562	)		(34,274,476	)

Net loss per Class A Subordinate Voting Sare - basic and diluted	$	(5.49	)	$	(9.44	)	$	(2.50	)	$	(7.12	)
Net loss per Class B Proportionate Voting Sare - basic and diluted	$	Nil		$	(22.50	)	$	(15.60	)	$	Nil
Class A Subordinate Voting Shares Used in computing earnings per share - basic and diluted		7,825,570			3,205,324			9,858,896			4,811,546
Class B Proportionate Voting Shares Used in computing earnings per share - basic and diluted		-			370,370			23,909			-

(1) See Note 2 to our audited and unaudited financial statements included elsewhere in this prospectus for an explanation of the method used to compute basic and diluted net loss per share.

RISK FACTORS

Investing in our Class A Subordinate Voting Shares involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes, before purchasing our Class A Subordinate Voting Shares. If any of the following risks occur, our business, financial condition, and results of operations could be materially and adversely affected. In that case, the trading price of our Class A Subordinate Voting Shares could decline and you may lose some or all of your investment.

Risks Related to Our Financial Position, Financial Reporting Matters and Need for Capital

We have a limited operating history.

The Company has a relatively limited operating history. As such, the Company will be subject to all of the business risks and uncertainties associated with any new business enterprise, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources. Although the Company possesses an experienced management team, there is no assurance that the Company will be successful in achieving a return on shareholders’ investment and the likelihood of success of the Company must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. There is no assurance that the Company will generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its business and growth plans. An investment in the Company’s securities carries a high degree of risk and should be considered speculative by investors. Prospective investors should consider any purchase of the Company’s securities in light of the risks, expenses and problems frequently encountered by all companies in the early stages of their corporate development and operations.

If we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development and you will likely lose your entire investment.

The operation of the Company’s business will require substantial additional capital. When such additional capital is required, the Company will need to pursue various financing transactions or arrangements, which may include debt financing, equity financing or other means. Additional financing may not be available when needed or, if available, the terms of such financing might not be favorable to the Company and might involve substantial dilution to existing shareholders. The Company may not be successful in locating suitable financing transactions in the time period required, or at all. A failure to raise capital when needed would have a material adverse effect on the Company’s business, financial condition and results of operations. Any future issuance of securities to raise required capital will likely be dilutive to existing shareholders. In addition, debt and other debt financing may involve a pledge of assets and may be senior to interests of equity holders. The Company may incur substantial costs in pursuing future capital requirements, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. The ability to obtain needed financing may be impaired by such factors as the capital markets, the Company’s status as a relatively new enterprise with a limited history and/or the loss of key management personnel.

The Company has had negative cash flows from operating activities.

The Company has had negative cash flow from operating activities since inception. The Company’s business is in an early stage and additional capital investment will be required to achieve revenue. There is no assurance that the Company will generate earnings, operate profitably or provide a return on investment in the future. Accordingly, the Company will be required to obtain additional financing in order to meet its future cash commitments.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

Our independent registered public accounting firm included in its opinion for the year ended March 31, 2025 an explanatory paragraph referring to our recurring losses from operations and expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern is dependent upon our ability to raise additional sufficient capital to carry operations which is conditional, in part, on the progress of the development of our technology and continued investor support. Our financial statements as of March 31, 2025 did not include any adjustments that might result from the outcome of this uncertainty. The reaction of investors to the inclusion of a going concern statement by our auditors, and our potential inability to continue as a going concern, in future years could materially adversely affect our share price and our ability to raise new capital.

Risks Related to our Business

We may not be able to successfully implement our growth strategy which could have a material adverse effect on our business, financial condition and results of operations.

VERSES’ future growth, profitability and cash flows depends upon the Company’s ability to successfully implement its growth strategy, which, in turn, is dependent upon a number of factors, including the Company’s ability to:

1.	expand its customer/user base;

2.	retain qualified operations staff;

3.	protect its technology and intellectual property;

4.	support growth of existing customers; and

5.	enhance and develop Genius and Genius-based applications.

There can be no assurance that the Company can successfully achieve any or all of the above initiatives in the manner or time period that the Company expects. Further, achieving these objectives will require investments which may result in short-term costs without generating any current revenue and therefore may be dilutive to VERSES’ earnings. The Company cannot provide any assurance that it will realize, in full or in part, the anticipated benefits the Company expects its strategy will achieve. The failure to realize those benefits could have a material adverse effect on VERSES’ business, financial condition and results of operations.

Our business depends upon us securing and protecting critical intellectual property.

The Company’s commercial success depends to a significant degree upon its ability to develop technologies, instruments, and services, and to obtain patents, where appropriate, or other intellectual property rights or statutory protection for these technologies and products in Canada, the United States and elsewhere. Despite devoting resources to the research and development of proprietary technology, the Company may not be able to develop technology that is patentable or protectable. Further, patents issued to the Company could be challenged, held invalid or unenforceable, or be circumvented and may not provide the Company with necessary or sufficient protection. Competitors and other third parties may be able to design around the Company’s intellectual property or develop technology similar to Genius that is not within the scope of such intellectual property. The Company’s inability to secure its intellectual property rights may have a material adverse effect on its business and results of operations.

Currently, the Company’s intellectual property includes a patent, provisional patent applications, copyrights and registered trademarks. With respect to the Company’s provisional patent applications, such applications may not result in full patents being granted, and any full patent applications that the Company files may not result in issued patents or may take longer than expected to result in issued patents. The Company plans on taking the necessary steps, including, but not limited to, the filing of additional patents applications as appropriate. There is no assurance patents will be issued or that when they are issued, they will include all of the claims currently included in the applications. The Company also relies on contractual obligations of its employees and contractors to maintain the confidentiality of the Company’s technologies. To compete effectively, the Company needs to develop and continue to maintain a proprietary position with respect to its technologies and business.

Additionally, prosecution and protection of the intellectual property rights sought can be costly and uncertain, often involve complex legal and factual issues and consume significant time and resources. The laws of certain countries may not protect intellectual property rights to the same extent as the laws of Canada or the United States.

The continuous development, maintenance, and operation of our AI products is expensive and complex, may involve unforeseen difficulties and may subject us to legal or regulatory liability as well as reputational harm.

VERSES uses proprietary AI algorithms in its product offerings. The continuous development, maintenance, and operation of VERSES’ AI products is expensive and complex, and may involve unforeseen difficulties, including material performance problems, undetected defects or errors. If Genius does not function reliably, this could negatively impact the user experience for VERSES’ customers. Any of these situations could result in customers’ dissatisfaction with VERSES, which could negatively impact VERSES’ business. Additionally, VERSES’ AI algorithms may lead to unintentional bias and discrimination, which could subject VERSES to legal or regulatory liability as well as reputational harm. Any of these eventualities could result in a material and adverse effect on VERSES’ business, financial condition, operating results, cash flows, and prospects.

Failure to manage the Company’s growth could adversely impact our business.

VERSES anticipates that growing demand for the Company’s services and Genius will place significant demands on the Company’s operational infrastructure. The scalability of Genius will depend on VERSES’ ability to develop Genius for different industry applications. Moreover, as the Company’s business grows, VERSES will need to devote additional resources to improving its operational infrastructure and to continue to enhance its scalability in order to maintain the performance of Genius and related applications.

As the Company grows, VERSES will be required to continue to improve its operational and financial controls and reporting procedures and VERSES may not be able to do so effectively. In managing the Company’s growing operations, VERSES is also subject to the risks of over-hiring and/or overcompensating its employees and over-expanding its operating infrastructure. As a result, VERSES may be unable to manage its expenses effectively in the future, which may negatively impact VERSES’ gross profit or operating expenses.

As the Company continues to grow and develop the infrastructure of a public company, the Company must effectively integrate, develop and motivate a growing number of new employees, some of whom are based in various countries around the world. In addition, the Company must preserve its ability to execute quickly in further developing the Company’s platform and implementing new features and initiatives. As a result, VERSES may find it difficult to maintain its corporate culture, which could limit the Company’s ability to innovate and operate effectively. Any failure to preserve VERSES’ culture could also negatively affect the Company’s ability to recruit and retain personnel, to continue to perform at current levels or to execute on the Company’s business strategy effectively and efficiently.

We rely on third-parties for technologies that are vital to the functionality of the Company, and if we are not successful in establishing and maintaining our relationships with such third-parties, our ability to grow and scale Genius or to generate revenue could be impaired and our results of operations may suffer.

The Company relies on strategic partnerships with third parties for technologies that are vital to the functionality of the Company. The Company anticipates that it will continue to depend on relationships with these third parties, such as data center hosting companies, cloud computer platform providers, and software and hardware vendors. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. If the Company is unsuccessful in establishing and maintaining its relationships with third parties, or if these third parties are unable or unwilling to provide services to the Company, the Company’s ability to grow and scale Genius or to generate revenue could be impaired, and its results of operations may suffer. Even if the Company is successful, it cannot be sure that these relationships will result in increased customer usage of Genius and Genius applications or increased revenue.

Our business may be adversely affected by cybersecurity threats.

VERSES operates in an industry that is prone to cyber attacks. Failure to prevent or mitigate security breaches and improper access to or disclosure of the Company’s data or customer data could result in the loss or misuse of such data, which could harm VERSES’ business and reputation. The security measures VERSES has integrated into its internal networks and systems and Genius, which are designed to prevent or minimize security breaches, may not function as expected or may not be sufficient to protect the Company’s internal networks against certain attacks. In addition, techniques used to sabotage or to obtain unauthorized access to networks in which data is stored or through which data is transmitted change frequently. As a result, VERSES may be unable to anticipate these techniques or implement adequate preventative measures to prevent an electronic intrusion into the Company’s networks.

If a security breach were to occur, as a result of third-party action, employee error, breakdown of VERSES’ internal security processes and procedures, malfeasance or otherwise, and the confidentiality, integrity or availability of VERSES’ customers’ data was disrupted, the Company could incur significant liability to its customers, and VERSES’ services and Genius may be perceived as less desirable, which could negatively affect the Company’s business and damage its reputation.

Moreover, Genius and related applications could be breached if vulnerabilities in Genius or such related applications are exploited by unauthorized third parties or due to employee error, breakdown of VERSES’ internal security processes and procedures, malfeasance, or otherwise. Furthermore, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as usernames, passwords or other information or otherwise compromise the security of VERSES’ internal networks and electronic systems in order to gain access to the Company’s data or its customers’ data.

Any actual or perceived security breach could damage the Company’s reputation and brand, expose the Company to a risk of litigation and possible liability and require VERSES to expend significant capital and other resources to respond to and/or alleviate problems caused by the security breach. Some jurisdictions have enacted laws requiring companies to notify individuals and authorities of data security breaches involving certain types of personal or other data. In addition, pursuant to the terms of certain agreements, VERSES may be required to notify certain customers and partners in the event of a security incident. Any of these events could harm VERSES’ reputation or subject VERSES to significant liability, and materially adversely affect the Company’s business and financial results.

Our information systems are subject to damage or interruption. A compromise of our information security controls or of those businesses with whom we interact could harm our reputation and expose us to regulatory actions and claims, any of which could adversely affect our business, financial position, and results of operations.

VERSES’ operations are and will be dependent on the Company’s information systems and the information collected, processed, stored, and handled by these systems. Throughout the Company’s operations, VERSES will receive, retain and transmit certain confidential information, including personally identifiable information that the Company’s customers provide to utilize Genius and related applications, interact with the Company’s personnel, or otherwise communicate with VERSES. In addition, for these operations, VERSES will depend in part on the secure transmission of confidential information over public networks. The Company’s information systems are and will be subject to damage or interruption from power outages, facility damage, computer and telecommunications failures, computer viruses, security breaches, including credit card or personally identifiable information breaches, coordinated cyber attacks, vandalism, catastrophic events and human error. Although VERSES deploys a layered approach to address information security threats and vulnerabilities, including ones from a cyber security standpoint, designed to protect confidential information against data security breaches, a compromise of the Company’s information security controls or of those businesses with whom the Company interacts, which results in confidential information being accessed, obtained, damaged, or used by unauthorized or improper persons, could harm VERSES’ reputation and expose VERSES to regulatory actions and claims from customers and other persons, any of which could adversely affect the Company’s business, financial position, and results of operations. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of intrusion, VERSES may not be able to anticipate these techniques or to implement adequate preventative measures. In addition, a security breach could require that the Company expends substantial additional resources related to the security of information systems and disrupt the Company’s businesses.

Our applications may contain software errors or defects which could have a material adverse effect on our business and operating results.

Genius and related applications are and will be dependent upon the successful and uninterrupted functioning of VERSES’ computer and data processing systems, cloud computing platform and network operating system. These software and systems may contain errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced or when new versions or enhancements are released.

The failure or unavailability of these systems could materially impact VERSES’ ability to deliver Genius and related applications to customers effectively or comply with contractual obligations to third parties. If sustained or repeated, a system failure or loss of data could negatively affect the operating results of VERSES.

Since the Company’s customers use and will use its services for decisions that are critical to their operation and ability to efficiently function, errors, defects, security vulnerabilities, service interruptions or software bugs in the Company’s network could result in losses to its customers. Customers may seek significant compensation from the Company for any losses they suffer or cease conducting business with the Company altogether. Further, a customer could share information about bad experiences on social media, which could result in damage to the Company’s reputation. There can be no assurance that provisions included in the Company’s agreements with its customers that attempt to limit its exposure to claims would be enforceable or adequate or would otherwise protect it from liabilities or damages with respect to any particular claim. Even if not successful, a claim brought against the Company by any of its customers would likely be time-consuming and costly to defend and could seriously damage its reputation and brand, making it harder for the Company to generate revenue.

If a claim is successfully brought against us for uninsured liabilities, or such claim exceeds our insurance coverage, we could be forced to pay substantial damage awards that could materially harm our business.

While VERSES maintains property, general liability, errors and omissions and directors and officers’ liability insurance on such terms as it deems appropriate, in the event of a substantial loss, such coverage may not be sufficient to pay the full current market value or current replacement cost of VERSES’ lost investment. Furthermore, such insurance may not remain available to the Company at commercially reasonable rates or in sufficient amounts or scope to protect the Company against potential losses. Future increases in insurance costs, coupled with the increase in deductibles, will result in higher operating costs and increased risk. Not all risks faced by VERSES are insured. In the event a claim is brought against us, we may be required to pay legal and other expenses to defend the claim, as well as uncovered damage awards resulting from a claim brought successfully against us. Defending any claim could require the Company to expend significant financial and managerial resources, which could have an adverse effect on the Company’s business.

The success of our business depends on our ability to maintain and enhance our reputation and brand.

VERSES believes that maintaining, promoting and enhancing the VERSES brand is critical to expanding the Company’s business and continuing to roll out Genius and related applications. Maintaining and enhancing the VERSES brand will depend largely on the Company’s ability to continue to provide high-quality, well-designed, useful, reliable and innovative solutions, which the Company may not do successfully. The Company operates in a space with some of the largest companies in the world that have significantly more resources than VERSES. These companies have the ability to dilute the Company’s messaging regarding the Spatial Web which may confuse the market and be detrimental to the continued development and enhancement of the Company’s brand.

Errors, defects, data breaches, disruptions or other performance problems with Genius and related applications may harm VERSES’ reputation and brand. The Company may introduce new solutions or terms of service that its customers do not like, which may negatively affect the VERSES brand. Additionally, if the Company’s customers have a negative experience using VERSES solutions, such an experience may affect the VERSES brand, especially as the Company continues to attract larger customers to Genius.

The Company believes that the importance of brand recognition will increase as competition in VERSES’ market increases. In addition, successful promotion of the VERSES brand will depend on the effectiveness of the Company’s marketing efforts. VERSES’ efforts to market the VERSES brand will involve significant expenses. VERSES’ marketing expenditure may not yield increased revenue, and even if it does, any increased revenue may not offset the expenses VERSES incurs in building and maintaining the VERSES brand.

Our business could be adversely impacted by changes in Internet and mobile device accessibility.

The Company’s success will depend upon the general public’s ability to access the Internet, including through mobile devices. The adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, including changes to laws or regulations impacting Internet neutrality, could decrease the demand for Genius and related applications or otherwise adversely affect the Company’s business. Given uncertainty around these rules, VERSES could experience discriminatory or anti-competitive practices that could impede both the Company and its customers’ growth, increase the Company’s costs or adversely affect VERSES’ business. If customers become unable, unwilling, or less willing to use the Internet for commerce for any reason, including lack of access to high-speed communications equipment, congestion of traffic on the Internet, Internet outages or delays, disruptions or other damage to customers’ computers, increases in the cost of accessing the Internet and security and privacy risks or the perception of such risks, VERSES’ business could be adversely affected.

The introduction of software products incorporating new technologies and the emergence of new industry standards could render our existing software products less competitive, obsolete, or unmarketable.

The Company operates in a competitive industry characterized by rapid technological change and evolving industry standards. The Company’s ability to attract new customers and generate revenue from existing customers will depend largely on its ability to anticipate industry standards and trends, respond to technological advances in its industry, and to continue to enhance Genius or to design and introduce new Genius applications on a timely basis to keep pace with technological developments and its customers’ increasingly sophisticated needs. The success of any enhancement of Genius or new related applications will depend on several factors, including the timely completion and market acceptance of Genius and related applications. Any new application the Company develops or acquires might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue. If any of the Company’s competitors implement new technologies before the Company is able to implement them, those competitors may be able to provide more effective applications and services than the Company at lower prices. Any delay or failure in the introduction of new or enhanced applications and services could harm the Company’s business, results of operations and financial condition.

The Company’s services and Genius are expected to embody complex technology that may not meet those standards, changes and preferences. The Company’s ability to develop and improve Genius and related applications in a timely manner depends on a number of factors, including, but not limited to, its ability to design and implement solutions and services at an acceptable cost and quality, its ability to attract and retain skilled technical employees and the availability of critical components from third parties. There is no guarantee that the Company will be able to respond to market demands. If the Company is unable to effectively respond to technological changes or fails or delays to develop services in a timely and cost-effective manner, Genius and related applications may become obsolete, and the Company may be unable to recover its development expenses which could negatively impact sales, profitability and the continued viability of its business.

We operate in a highly competitive market.

Some of VERSES’ competitors are better capitalized, hold a larger percentage of the Canadian and international markets, have greater financial, technical and marketing resources than VERSES and have greater name recognition than VERSES. If price competition increases, VERSES may not be able to raise its pricing in response to a rising cost of funds or may be forced to lower the pricing that it is able to charge customers. Price-cutting or discounting may reduce profits. This could have a material adverse effect on VERSES’ business, financial condition and results of operations and on the amount of cash available for dividends to shareholders.

The Company’s estimates and forecasts relating to the size and expected growth of its target market, market demand and adoption, capacity to address this demand, and pricing, may prove to be inaccurate which could have a material adverse effect on the business, results of operations and financial condition of the Company.

Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The Company’s estimates and forecasts relating to the size and expected growth of its target market, market demand and adoption, capacity to address this demand, and pricing, may prove to be inaccurate. The Company must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources. A failure in the demand for its services to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Company.

Reputational damage caused by negative publicity may have a material adverse impact on our financial performance, financial condition, cash flows and growth prospects.

Reputational damage can result from the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views, whether true or not. Reputation loss may result in decreased customer confidence and an impediment to the Company’s overall ability to advance Genius and Genius applications, thereby having a material adverse impact on its financial performance, financial condition, cash flows and growth prospects.

As a result of the loss of our foreign private issuer status, we are considered a U.S. domestic issuer and are no longer able to avail ourselves the reduced disclosure requirements applicable to foreign private issuers and our officers, directors and principal shareholders are no longer exempt from provisions of Section 16 of the Exchange Act.

Prior to April 1, 2025, the Company was a “foreign private issuer” under applicable U.S. federal securities laws and, as a result, the Company did not up until April 1, 2025 have to file the same reports that a U.S. domestic issuer files with the SEC under the Exchange Act. As a foreign private issuer, the Company was previously permitted to file with or furnish to the SEC the continuous disclosure documents that the Company was required to file in Canada under Canadian securities laws, with certain limited additional information. In addition, the Company’s officers, directors and principal shareholders were exempt from the insider reporting and “short swing” profit recovery provisions of Section 16 of the Exchange Act. In addition, as a foreign private issuer, the Company was previously exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements. Furthermore, the Company was not required to publish financial statements as promptly as United States companies, could prepare its financial statements under IFRS rather than U.S. generally accepted accounting principles, and such financial statements were audited under Canadian generally accepted auditing standards.

The Company lost its “foreign private issuer” status on April 1, 2025 and is now considered a U.S. domestic issuer Consequently, we are no longer eligible to file foreign issuer forms with the SEC and are now required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. The Company is also required to file its financial statement in accordance with U.S. generally accepted accounting principles, and such Company financial statements must be audited under U.S. generally accepted auditing standards. The regulatory and compliance costs to the Company under U.S. federal securities laws as a U.S. domestic issuer are expected to be significantly more than the costs the Company incurred as a foreign private issuer eligible to take advantage of the reduced disclosure requirements under the Exchange Act applicable to foreign private issuers.

Our success depends on our management and other key personnel. If we are unable to hire a permanent Chief Executive Officer to replace Gabriel Rene or additional qualified personnel, our business may be harmed.

The success of the Company will be largely dependent on the performance of its directors and officers. The loss of the services of any of these persons could have a materially adverse effect on the Company’s business and prospects. On February 8, 2026, the Company’s Chief Executive Officer, Gabriel Rene, resigned and the Company’s board of directors appointed David Scott to serve as interim Chief Executive Officer, until permanent replacement is found. There is no assurance that the Company will be able to find a suitable permanent Chief Executive Officer or that the Company will be able to maintain the services of its directors, officers or other qualified personnel required to operate its business. As the Company’s business activities grow, the Company will require additional key financial, administrative, and technology personnel as well as additional agents and operations staff. There can be no assurance that these efforts will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increase. If the Company is not successful in attracting, training and retaining qualified personnel, the efficiency of its operations could be impaired, which could have an adverse impact on the Company’s operations and financial condition.

Our recent workforce reductions may not achieve their intended cost savings and may adversely affect our business, culture, and ability to attract and retain talent.

On November 3, 2025, the Company announced that it has initiated a workforce reduction program designed to strengthen liquidity, streamline operations, reduce costs, and increase operational efficiency across the organization. The program included a combination of targeted reductions in staff, furloughs, and executive salary deferrals, all aimed at strengthening the Company’s liquidity position and aligning expenses with revenue growth objectives. Additionally, on January 16, 2026, the Company implemented further workforce restructuring that reduced the Company’s total employee headcount by approximately half. This reduction included the termination of certain previously furloughed employees and executives whose roles the Company’s management determined were not associated with the Company’s core target market activities. Although we undertook this restructuring in order to reduce operating expenses and better align our cost structure with current business conditions, we cannot assure you that this reduction in force will achieve its intended benefits within the anticipated timeframe, or at all. We may incur additional restructuring charges and costs that are greater than expected, including severance payments, continuation of benefits, and legal costs associated with the termination of employees. Moreover, workforce reductions of this scale may:

	●	Adversely affect employee morale, engagement, and productivity among our remaining workforce;
	●	Result in the loss of institutional knowledge, key skills, and expertise that are difficult to replace;
	●	Impair our ability to execute on our strategic initiatives and product development roadmap;
	●	Expose us to claims of wrongful termination, discrimination, or similar state or foreign laws; and
	●	Damage our reputation as an employer, making it more difficult to attract and retain qualified personnel in the future.

If we are unable to realize the anticipated benefits of the reduction in force, or if the associated disruptions are greater than anticipated, our business, financial condition, and results of operations could be materially and adversely affected.

We have experienced significant changes in our senior management team, which may disrupt our operations and strategic direction.

We have recently experienced significant turnover in our senior management team, including the departure of our co-founder and Chief Executive Officer, Gabriel Rene. The loss of members of our senior leadership, individually or collectively, could disrupt our operations, create uncertainty among employees, customers, partners, and investors, and impair our ability to execute on our business strategy. The process of identifying, recruiting, and integrating qualified replacement executives is time-consuming, costly, and uncertain. We may be unable to identify suitable candidates in a timely manner, and newly appointed executives may require significant time to become familiar with our business, culture, and operations before they can contribute effectively. There can be no assurance that we will be able to retain our remaining key executives or attract new executives with the qualifications and experience necessary to achieve our strategic objectives. The failure to successfully manage executive transitions could have a material adverse effect on our business, financial condition, and results of operations.

The departure of our founder and Chief Executive Officer could adversely affect our business, brand, and strategic vision.

Our founder and Chief Executive Officer, Gabriel Rene, has been instrumental in establishing our company’s culture, vision, and strategic direction, and is recognized within our industry and by our customers and partners as the public face of our company. The departure of Gabriel Rene, or his co-founder, Dan Mapes, could create significant uncertainty about our future direction, weaken our relationships with key customers and partners, and negatively impact employee morale and retention and could therefore, have a material adverse effect on our business, reputation, and prospects.

Our failure to comply with government regulations could have a material adverse effect on our business, financial condition and results of operations.

VERSES is currently regulated under legislation in all of the jurisdictions in which it conducts business and is licensed or registered in those jurisdictions where licensing or registration is required by law. Changes in regulatory legislation or the interpretation thereof, or the introduction of any new regulatory requirements, could have a negative effect on VERSES and its operating results. There are different regulatory and registration requirements in each of the jurisdictions in Canada. VERSES takes the position that it is appropriately registered in the jurisdictions in which it conducts business. However, it may voluntarily seek additional registration in respect of its activities or from time-to-time regulators may adopt a different view that may require VERSES to seek additional registration. Failure to be appropriately registered could result in enforcement action and potential interruption of certain of VERSES’ servicing or other activities and may result in a default under servicing agreements. This could have a material adverse effect on VERSES’ business, financial condition and results of operations.

We may be at risk of litigation as a result of outstanding litigation matters brought against our subsidiaries and former executive officers as well as any future litigation matter that we or any of our subsidiaries become subject to.

On July 13, 2022, David Thomson, a former independent contractor of one of the Company’s wholly-owned subsidiaries, Verses Technologies USA, Inc. (“VTU”), filed a claim against a claim against a number of parties including VTU, and two former directors/officers of the Company in Los Angeles Superior Court. The claim alleged violations of various sections of the California Corporations Code, breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. An arbitration proceeding was conducted for a total of 13 days over a period from February 5 through April 3, 2024, and a final arbitration award was issued on May 17, 2024, that imposed liability against: (i) VTU, jointly and severally with Cyberlab, LLC, a company owned by the Company’s former president, Dan Mapes, in the amount of $6,307,258, inclusive of interest; and (ii) Cyberlab, LLC, VTU and its principals, Gabriel René and Dan Mapes, jointly and severally, for damages in the amount of $1,900,000, interest of $709,973 costs of $64,303 and the fees of plaintiff’s counsel totaling $920,231. The remaining liability belongs to VTU. Initial good faith payments of $1,791,000 have been made to the claimant. On January 24, 2025, Mr. Thomson filed a petition to confirm the arbitration award with the Los Angeles Superior Court. A hearing on the Petition was held and on May 8, 2025, the Petition was confirmed for approximately $9,900,000 million together with interest accrued thereon. On August 11, 2025, Mr. Thomson served counsel for VTU with a motion seeking $500,000 in additional attorneys’ fees and costs. The Company has been engaged in settlement negotiations on behalf of VTU with Mr. Thomson, but there are no assurance that these negotiations will be successful or that the VTU will not be liable for the entire amount of this award.

On August 10, 2024, the Company learned that a complaint had been filed in the Los Angeles Superior Court on June 21, 2024 by a former employee against one of the Company’s wholly owned subsidiaries Verses, Inc., and one of its employees in their individual capacity. This complaint alleged, inter alia, gender harassment; gender discrimination; race discrimination; race harassment; retaliation; and wrongful termination, while seeking to recover as much as $3,500,000 in general and special compensatory damages. The Company and Veres, Inc. for its part, disputed the allegations, and considered the termination of this claimant to have been completely proper and justified under applicable law. In August 2025, without admission of any liability or wrongdoing, the Company entered into a settlement agreement and release with the claimant that settled and released all of the claims in the action.

On November 7, 2025, VTU was served with a copy of a summons and complaint for a Wyoming civil action for, inter alia, breach of contract and unjust enrichment from a Florida resident based upon a $35,000 loan made to an unrelated third party. Along with this unrelated third party, VTU and the Company, and the Company’s former Chief Executive Officer Gabriel Rene and the Company’s former President Dan Mapes, were also named in the complaint as individuals along with a consulting firm that specializes in fintech compliance services. The complaint seeks $1,856,000 in compensatory damages, as well as punitive / exemplary damages and injunctive relief. The case is in its early stages, and no hearings have been held and no discovery has been taken by any party. Although VTU disputes the allegations made by complainant here and intends to defend itself vigorously in this matter, there are no assurances that it will be successful and if we VTU is found liable for all or a substantial portion of the amount of damages the complainant is seeking, our financial position could be significantly impaired.

The Company, or any its subsidiaries may become party to additional litigation matters from time to time in the ordinary course of business which could adversely affect its business. Should any litigation in which the Company becomes involved be determined against the Company such a decision could adversely affect the Company’s ability to continue operating and the market price for the Class A Subordinate Voting Shares and could use significant resources. Even if the Company is involved in litigation and wins, litigation can redirect significant Company resources.

Although demand for AI and agentic AI platforms and applications has grown in recent years, the market for these platforms and applications continues to evolve rapidly. Numerous factors may impede our ability to add new customers, including but not limited to, our failure to compete effectively against alternative products or services.

It is difficult to predict customer adoption rates and demand for our Genius product or the entry of competitive platforms. Although enterprise demand for agentic intelligence has grown in recent years, the market for these platforms and applications continues to evolve. We cannot be sure that this market will continue to grow or, even if it does grow, that businesses will adopt our Genius product. Our future success will depend in large part on our ability to further penetrate the existing market for Enterprise AI software, as well as the continued growth and expansion of what we believe to be an emerging market for Enterprise AI platforms and applications that are faster, easier to adopt, and easier to use. Our ability to further penetrate the Enterprise AI market depends on a number of factors, including the cost, performance, and perceived value associated with our Genius product, as well as customers’ willingness to adopt a different approach to data analysis.

The legal and regulatory issues around AI are evolving rapidly. For some issues, there is uncertainty how existing laws will be applied to AI and agentic systems. Depending on how existing AI laws and regulations are implemented and interpreted, we may have to make changes to our business practices and products, including Genius, to comply with such obligations.

In the U.S., there is increasing federal, state and local AI-related legislative and regulatory activity. Some foreign AI regulatory activity (e.g., the EU AI Act) may have an extraterritorial effect and cover certain U.S. activity. As AI laws and regulations are enacted and implemented, we may have to make changes to our business practices and products, including Genius, to comply with such obligations.

Our Genius product involves development of intelligent AI agents that continuously learn, adapt, and evolve in real time. Genius also enables agents to interact with one another and download models and other data. While the real time nature of the agents can be beneficial, this characteristic may preclude the ability to effectively test agents before use. It is possible that agents may generate incorrect outputs or other outputs that may result in reputational harm or liability to the Company.

Genius is an autonomous intelligent system (“AIS”). AIS technologies pose technical risks such as the lack of transparency and explainability, fairness biases, misuse, the infringement of privacy and intellectual property rights, environmental costs and other risks common to AI systems. The Company is actively engaged in developing agent governance technologies to mitigate these risks but these technologies may not effectively mitigate all risks.

Risks Related to our Class A Subordinate Voting Shares

The price of our Class A Subordinate Voting Shares may fluctuate substantially.

You should consider an investment in our Class A Subordinate Voting Shares to be risky, and you should invest in our Class A Subordinate Voting Shares only if you can withstand a significant loss and wide fluctuations in the market value of your investment. Some factors that may cause the market price of our Class A Subordinate Voting Shares to fluctuate, in addition to the other risks mentioned in this “Risk Factors” section and elsewhere in this prospectus, are:

	●	sale of our Class A Subordinate Voting Shares by our shareholders, executives, and directors;

	●	volatility and limitations in trading volumes of our Class A Subordinate Voting Shares;

	●	our ability to obtain financings to conduct our business activities;

	●	the timing and success of introductions of new and/or enhanced products and services by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors;

	●	our ability to attract new customers;

	●	changes in our capital structure or dividend policy, future issuances of securities and sales of large blocks of Class A Subordinate Voting Shares by our shareholders;

	●	our cash position;

	●	announcements and events surrounding financing efforts, including debt and equity securities;

	●	our inability to enter new markets or develop new and/or enhanced and services products;

	●	reputational issues;

	●	announcements of acquisitions, partnerships, collaborations, joint ventures, new products and/or services, capital commitments, or other events by us or our competitors;

	●	changes in general economic, political and market conditions in or any of the regions in which we conduct our business;

	●	changes in industry conditions or perceptions;

	●	analyst research reports, recommendations and changes in recommendations, price targets, and withdrawals of coverage;

	●	departures and additions of key personnel;

	●	disputes and litigations related to intellectual properties, proprietary rights, and contractual obligations;

	●	changes in applicable laws, rules, regulations, or accounting practices and other dynamics;

	●	actual or anticipated fluctuations in our operating results;

	●	changes in market valuations of other similar companies; and

	●	other events or factors, many of which may be out of our control, including, but not limited to, pandemics, war, or other acts of God.

In addition, if the market for stocks in our industry or industries related to our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our Class A Subordinate Voting Shares could decline for reasons unrelated to our business, financial condition and results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

We may acquire other companies or technologies which could divert our management’s attention, result in dilution to our shareholders and otherwise disrupt our operations and adversely affect our operating results.

We may in the future seek to acquire or invest in businesses, applications and services or technologies that we believe could complement or expand our products and services, enhance our technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.

In addition, we do not have any experience in acquiring other businesses. If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including:

	●	inability to integrate or benefit from acquired technologies or services in a profitable manner;

	●	unanticipated costs or liabilities associated with the acquisition;

	●	difficulty integrating the accounting systems, operations and personnel of the acquired business;

	●	difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;

	●	difficulty converting the customers of the acquired business onto our platform and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company;

	●	diversion of management’s attention from other business concerns;

	●	adverse effects to our existing business relationships with customers as a result of the acquisition;

	●	the potential loss of key employees;

	●	use of resources that are needed in other parts of our business; and

	●	use of substantial portions of our available cash to consummate the acquisition.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial position may suffer.

Unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have serious adverse consequences on our business, financial condition and stock price.

The global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, inflationary pressure and interest rate changes, increases in unemployment rates and uncertainty about economic stability. The financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflict, terrorism or other geopolitical events. Sanctions imposed by the United States and other countries in response to such conflicts, may also adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability. Although we do not have significant cash balances at financial institutions in the U.S. which exceed the federally insured limit of $250,000, we have significant cash balances at financial institutions in Canada which, throughout the year, regularly exceed the insured limit of CAD$100,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on our financial condition, results of operations, and cash flow.

There can be no assurance that future credit and financial market instability and a deterioration in confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon development plans. In addition, there is a risk that one or more of our financial institutions and other third parties with whom we engage may be adversely affected by the foregoing risks, which may have a material adverse effect on our business.

Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall.

We expect that significant additional capital will be needed in the future to continue our planned operations, including continuing activities as an operating public company. To the extent we raise additional capital by issuing equity securities, our shareholders may experience substantial dilution. We may sell Class A Subordinate Voting Shares, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell Class A Subordinate Voting Shares, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing shareholders, and new investors could gain rights superior to our existing shareholders.

We do not intend to pay cash dividends on our Class A Subordinate Voting Shares so any returns will be limited to the value of our shares.

We have never paid or declared any cash dividends on our Class A Subordinate Voting Shares, and we do not anticipate paying any cash dividends on our Class A Subordinate Voting Shares in the foreseeable future. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors that our board of directors deems relevant. Therefore, any return to shareholders will be limited to the increase, if any, of our share price.

We are an “emerging growth company” and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our Class A Subordinate Voting Shares less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, pursuant to Section 107 of the JOBS Act, as an “emerging growth company” we intend to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of our initial public offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict if investors will find our Class A Subordinate Voting Shares less attractive because we may rely on these exemptions. If some investors find our Class A Subordinate Voting Shares less attractive as a result, there may be a less active trading market for our Class A Subordinate Voting Shares and our share price may be more volatile.

Our Class A Subordinate Voting Shares are traded on Cboe, which may have an unfavorable impact on our share price and liquidity.

Our Class A Subordinate Voting Shares are traded on Cboe in Canada. Cboe is significantly more limited markets than national securities exchanges in the United States such as the NYSE American and there are lower financial or qualitative standards that a company must meet to be listed on Cboe. Trading in our Class A Subordinate Voting Shares on Cboe may be subject to abuses, volatility and shorting, which may have little to do with our operations or business prospects. This volatility could depress the market price of our Class A Subordinate Voting Shares for reasons unrelated to operating performance. An active trading market for our Class A Subordinate Voting Shares has not developed, and may not develop, on the NYSE American or Cboe. A limited trading volume may prevent our shareholders from selling shares at such times or in such amounts as they may otherwise desire.

General Risk Factors

If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our stock price and trading volume may decline.

The trading market for our Class A Subordinate Voting Shares will rely in part on the research and reports that industry or financial analysts publish about us, our business, our markets and our competitors. We do not control these analysts. If securities analysts do not cover our Class A Subordinate Voting Shares, the lack of research coverage may adversely affect the market price of our Class A Subordinate Voting Shares. Furthermore, if one or more of the analysts who do cover us downgrade our shares or if those analysts issue other unfavorable commentary about us or our business, our shares price would likely decline. If one or more of these analysts cease coverage of us or fails to regularly publish reports on us, we could lose visibility in the market and interest in our shares could decrease, which in turn could cause our share price or trading volume to decline and may also impair our ability to expand our business with existing customers and attract new customers.

Financial reporting obligations of being a public company are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.

As a publicly traded company we incur significant legal, accounting and other expenses. The obligations of being a public company in the United States require significant expenditures and places significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under Sarbanes-Oxley, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements of the Cboe Canada. These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems.

Failure to maintain effective internal controls could cause our investors to lose confidence in us and adversely affect the market price of our Subordinate Voting Shares. If our internal controls are not effective, we may not be able to accurately report our financial results or prevent fraud.

Section 404 of Sarbanes-Oxley requires annual management assessments of the effectiveness of our internal controls over financial reporting. If we fail to comply with the rules under Sarbanes-Oxley related to disclosure controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal controls over financial reporting, our share price could decline significantly and raising capital could be more difficult. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of Sarbanes-Oxley. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our Class A Subordinate Voting Shares could drop significantly.

In connection with the audit of our financial statements for the year ended March 31, 2025, we identified the following material weakness in our internal controls:

	1.	Insufficient written policies and procedures to ensure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.
	2.	Due to the Company’s size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.
	3.	Although the Company does have a written procedure for the approval, identification and reporting of related-party transactions may be limited.

Although we are working to remedy these weaknesses in internal controls, there is no guarantee that we will be able to do so in a timely manner or at all.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statements in this prospectus about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our Class A Subordinate Voting Shares and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.

Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this prospectus. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to:

	●	the competitive and business strategies of the Company;

	●	the Company’s research roadmap and expectations regarding the Company’s development of artificial intelligence (“AI”);

	●	the Company’s participation in AI benchmark challenges and expectations regarding the public release timeline of Genius;

	●	market prices, values and other economic indicators;

	●	receipt and timing of any required governmental, regulatory and third-party approvals, licenses and permits;

	●	the performance of the Company’s business and operations;

	●	the intention to grow the business, operations and potential activities of the Company;

	●	the Company’s competitive positioning;

	●	the Company’s anticipated partnerships and agreements with third parties and the expected outcomes of such partnerships and agreements;

	●	possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action;

	●	timing, costs and potential success of future activities on the Company’s facilities and projects;

	●	future outlook and goals relating to the Company’s strategy;

	●	whether the Company will have sufficient working capital and its ability to raise additional financing required in order to continue development of its business and continue operations;

	●	the Company’s expected reliance on key management personnel, advisors and consultants;

	●	the Company’s intended compensation policy and practices and compensation structure;

	●	the capabilities of Genius and Genius-based applications;

	●	the development and roll-out of Genius and Genius-based applications;

	●	the expected competitive aspects of Genius and Genius-based applications in the market;

	●	the scalability of the Spatial Web (as defined herein) and Genius;

	●	beliefs and intentions regarding the ownership or potential ownership of any material patents, trademarks and domain names used in connection with the Company’s products and services;

	●	analyses and other information based on expectations of future performance and planned products;

	●	planned expenditures and budgets and the execution thereof; and

	●	anticipated results and developments in the Company’s operations in future periods and other matters which may occur in the future.

Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including, without limitation, assumptions about:

	●	possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action;

	●	general economic, financial market, regulatory and political conditions in which the Company operates;

	●	general demand and consumer interest in the Company’s products;

	●	the competitive environment in which the Company operate;

	●	the ability of the Company to grow its market share and the Company’s growth outlook;

	●	anticipated and unanticipated costs that the Company may face;

	●	estimated contracted revenue, revenue structures and revenue from operations;

	●	there being no significant delays in the development and commercialization of Genius and other products and services;

	●	the ability of the Company to raise any necessary capital on acceptable terms;

	●	the ability of the Company to anticipate future needs of clients and partners;

	●	the ability of the Company to maintain and effect sufficient research and development capabilities;

	●	the ability of the Company to execute the Company’s growth, sales and customer acquisition strategies;

	●	the ability of the Company to attract and retain skilled personnel and to and to find a suitable permanent Chief Executive Officer in a timely manner;

	●	the ability of the Company to obtain qualified staff and in a timely and cost-efficient manner;

	●	there being no significant barriers to the acceptance of the Company’s products and services;

	●	the ability of the Company to deal with litigation matters in a timely and efficient manner;

	●	the continued adoption and acceptance of the Spatial Web;

	●	stability in financial and capital markets;

	●	fluctuations in capital markets and share prices;

	●	the accuracy of budgeted costs and expenditures;

	●	future currency exchange rates and interest rates;

	●	the timely receipt of any required governmental, regulatory and third-party approvals, license and permits on favorable terms and any required renewals of the same;

	●	legislation and regulation favoring the furtherance of AI applications; and

	●	requirements under applicable laws.

While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.

Furthermore, by their very nature, forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, events, results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, without limitation: the industry-wide risks; fluctuations in capital markets and share prices; price volatility; risks related to the ability to obtain financing needed to fund the continued development of the Company’s business; changes in the Company’s business plans; risks related to the Company’s limited operating history; the Company requiring additional funding to maintain operations; risks related to the Company’s negative cashflow from operating activities; the Company’s failure to implement its growth strategy; risks related to conflicts of interest involving the Company’s management; risks related to the uncertainty of the Company’s use of available funds; risks related to proprietary AI algorithms; the failure of the Company to manage its growth; risks related to the Company’s reliance on strategic partnerships; risk associated with security breaches; risk associated with software errors or defects; risks associated with insufficient insurance coverage; the Company’s failure to maintain, promote and enhance its brand; the Company’s dependence on customer Internet access and use of Internet for commerce; risks associated with privacy and security of sensitive information; risks associated with changes in technology affecting the Company’s business and products; risks associated with the competitive environment of the Company’s industry; risks associated with the uncertainty of market opportunity estimates and growth forecasts; risks associated with reputational damage; the Company’s inability to protect its intellectual property; the volatility of the global economy; the Company’s dependence on management and key personnel; risks associated with government regulation affecting the Company; the Company being subject to civil or other legal proceedings; risks related to reporting requirements arising from the Company’s reporting issuer status; risks associated with future acquisitions; risks related to the maintenance of effective internal controls by the Company; the potential that no active or liquid market for the Class A Subordinate Voting Shares may develop or be sustained; the speculative nature of an investment in the Class A Subordinate Voting Shares; risk that the market price of the Class A Subordinate Voting Shares may not represent the Company’s performance or intrinsic value; risks associated with the influence of reports published by securities or industry analysts on the trading market of the Class A Subordinate Voting Shares; risks associated with price volatility of publicly traded securities; risks associated with the future dilution of the Company’s securities; risks associated the payment of dividends; and other risks discussed under “Risk Factors” above.

The foregoing is not an exhaustive list of the risks and factors that may affect the Company’s forward-looking information. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in the forward-looking information, there may be other factors that cause actions, events, conditions, results, performance or achievements not to be as anticipated, estimated or intended. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The Company cautions that the foregoing lists of important assumptions and factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained in this prospectus. You should read this prospectus and the documents that we reference herein and have filed as exhibits to this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. You should assume that the information appearing in this prospectus is accurate as of the date hereof. Accordingly, readers should not place undue reliance on forward-looking information. Except as required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

We qualify all of the information presented in this prospectus, and particularly our forward-looking statements, by these cautionary statements.

USE OF PROCEEDS

The selling shareholders will receive all of the proceeds from the sale of the Resale Shares offered by them pursuant to this prospectus. We will not receive any proceeds from the sale of the Resale Shares by the selling shareholders covered by this prospectus.

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Information

Our Class A Subordinate Voting Shares currently trades on the OTCQB in the United States under the symbol “VRSSF” and on the Cboe Exchange in Canada under the symbol “VERS.”

Shareholders

As of March 31, 2026, there were 14,306,053 Class A Subordinate Voting Shares issued and outstanding, held by approximately 95 holders of record, although there are a much larger number of beneficial owners.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes information about our equity compensation plans as of March 31, 2025.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holder		803,712	$	29.39		1,032,326
Equity compensation plans not approved by security holder		-		-		-
Total		803,712	$	29.39		1,032,326

DIVIDEND POLICY

We have not paid any dividends on our Class A Subordinate Voting Shares, and we do not anticipate paying any dividends in the foreseeable future. We intend to retain any future earnings to finance the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors after considering our financial condition, results of operations, capital requirements, business prospects and other factors our Board of Directors deems relevant. Accordingly, you may need to sell your Class A Subordinate Voting Shares to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them.

SELLING SHAREHOLDERS

Effective as of October 31, 2025, the Company entered into a Subscription Agreement (the “Sorbie Subscription Agreement”) with Sorbie Bornholm LP (“SBLP”) and Sorbie Investments LLP (“SILP”) pursuant to which the Company could receive an aggregate notional amount of C$14,000,000 (pursuant to the terms of the Sharing Agreement defined below), in exchange for the issuance of a total of 2,333,334 units of the Company’s securities at a price of C$6.00 per unit (the “Sorbie Units”). Each Sorbie Unit consists of one Class A Subordinate Voting Share of the Company and one half of one (1/2) warrant to purchase one Class A Subordinate Voting Share (the “Sorbie Warrants”). Each whole Sorbie Warrant is exercisable into one Class A Subordinate Voting Share at a price of C$7.00 per share, subject to adjustment upon an adjustment event outlined in the Sorbie Warrant.

In addition to the notional amount described above, at closing, the Company received C$700,000 in exchange for the issuance of an additional 140,000 Sorbie Units.

On October 31, 2025, the Company and SBLP also entered into a Sharing Arrangement Transaction (the “Sorbie Sharing Agreement”) which provided additional terms for the transactions contemplated by the Sorbie Subscription Agreement and other offering documents. The Sorbie Sharing Agreement provides that 11 periodic settlement tranches will be made to the Company whereby the notional amount of $1,209,091 will be measured against the initial benchmark price of C$7.75 (the “Sorbie Benchmark Price”). If, at the time of settlement, the 20-day volume-weighted average price (the “Sorbie Settlement Price”) exceeds the Sorbie Benchmark Price, the Company will receive more than one-hundred percent of the monthly settlement due, on a proportionate basis, and if, at the time of settlement, the Sorbie Settlement Price is below the Sorbie Benchmark Price, the Company will receive less than one-hundred percent of the monthly settlement due, on a proportionate basis. Prior to making any settlement tranche payment, the Subordinate Voting Shares must not be subject to resale restrictions.

Pursuant to the Sorbie Sharing Agreement, the Sorbie Benchmark Price was set at C$7.75 per Class A Subordinate Voting Share, provided that:

	i.	if during the 90 day period following the occurrence of the Knock-in Event (as defined in the Sorbie Sharing Agreement), the Company makes any placement of its Class A Subordinate Voting Shares at a price per Class A Subordinate Voting Share below C$6.00, then at the Company’s discretion (x) the Benchmark Price shall be increased by an amount equal to C$6.00 minus the per Class A Subordinate Voting Share price of such placing or (y) the Company shall issue to SBLP a number of additional Class A Subordinate Voting Shares or securities convertible into a number of additional Class A Subordinate Voting Shares that in the determination of SBLP, acting reasonably and in good faith, would have an economic effect in favor of SBLP equivalent to that contemplated by clause (x) above;

	ii.	if at any time, the Company executes or completes a backdoor listing or reverse takeover or merger at a price per Class A Subordinate Voting Share below CAD$6.00, then the Sorbie Benchmark Price shall be increased by an amount equal to C$6.00 minus the per Class A Subordinate Voting Share price of such backdoor listing or reverse takeover or merger; and

	iii.	the Sorbie Benchmark Price in effect at any time shall be increased by an amount equal to 50% thereof (which increased price shall then constitute the effective Benchmark Price) following each issuance by the Company of any Class A Subordinate Voting Shares to or through any other party: in an at-the-market or equity line program or other comparable program or by conversion, exercise or exchange of any securities convertible into or exercisable or exchangeable for any shares (but not, for the avoidance of doubt, following the issuance by the Company of any Class A Subordinate Voting Shares through a standard placement or a rights offering or through a share purchase plan or an employee scheme) that in effect provides for the issuance or sale of Class A Subordinate Voting Shares at non-fixed, market related prices (including without limitation any such effect that results from any adjustment provisions or other conditions provided for under the terms of the relevant securities, whether or not a conversion, exercise or exchange has occurred based on such adjustment) (it being acknowledged that the foregoing adjustment shall occur each time such an issuance or sale of Class A Subordinate Voting Shares occurs and that, as a result, multiple adjustments may occur under a program or pursuant to a security).

This prospectus relates to the resale from time to time by the selling security holders identified herein of up to an aggregate of 3,710,001 Resale Shares, including 1,236,667 Resale Shares issuable upon exercise of outstanding warrants. The transactions by which the selling shareholders acquired their securities from us were exempt under the registration provisions of the Securities Act.

The Resale Shares referred to above are being registered to permit public sales of the Resale Shares, and the selling shareholders may offer the shares for resale from time to time pursuant to this prospectus. The selling shareholders may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act or pursuant to another effective registration statement covering those shares.

The table below sets forth certain information regarding the selling shareholders and the Resale Shares offered in this prospectus. The selling shareholders have had no material relationship with us within the past three years other than as described in the footnotes to the table below or as a result of their acquisition of our shares or other securities.

Beneficial ownership is determined in accordance with the rules of the SEC. The selling shareholder’s percentage of ownership of our outstanding shares in the table below is based upon 14,306,053 Class A Subordinate Voting Shares outstanding as of March 31, 2026.

Name of Selling Shareholder	Number of Shares of Common Stock Beneficially Owned Before this Offering ⁽¹⁾		Percentage of Common Stock Beneficially Owned Before this Offering			Shares of Common Stock Offered in this Offering		Shares of Common Stock Beneficially Owned After this Offering ⁽²⁾			Percentage of Common Stock Beneficially Owned After this Offering ⁽²⁾

Sorbie Investments LLP⁽³⁾		Nil		Nil	%		1,850,000		1,850,001	⁽⁴⁾		12.93	%

Sorbie Bornholm LLP⁽⁵⁾		Nil		Nil	%		1,860,000		1,860,000	⁽⁶⁾		13.00	%

TOTAL		Nil		Nil	%		3,710,001		3,710,001			25.93	%

* Less than 1%.

(1)	Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of a convertible security. Also under applicable SEC rules, a person is deemed to be the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes the power to dispose, or direct the disposition, of the security, in each case, irrespective of the person’s economic interest in the security. To our knowledge, subject to community property laws where applicable, each person named in the table has sole voting and investment power with respect to the shares of common stock shown as beneficially owned by such selling shareholder, except as otherwise indicated in the footnotes to the table.

(2)	Represents the amount of shares that will be held by the selling shareholder after completion of this offering based on the assumptions that (a) all Resale Shares registered for sale by the registration statement of which this prospectus is part will be sold and (b) no other shares of our common stock are acquired or sold by the selling shareholder prior to completion of this offering. However, each selling shareholder may sell all, some or none of the Resale Shares offered pursuant to this prospectus and may sell other shares of our common stock that they may own pursuant to another registration statement under the Securities Act or sell some or all of their shares pursuant to an exemption from the registration provisions of the Securities Act, including under Rule 144.

(3)	Whitney Kofford is a Director of Sorbie Investments LLP. and in such capacity has the right to vote and dispose of the securities held by such entity.

(4)	Represents (i) 1,233,334 Class A Subordinate Voting Shares and (ii) 616,667 Class A Subordinate Voting issuable upon the exercise of Sorbie Warrants.

(5)	Greg Kofford is a Director of Sorbie Bornholm LP and in such capacity has the right to vote and dispose of the securities held by such entity.

(6)	Represents (i) 1,240,000 Class A Subordinate Voting Shares and (ii) 620,000 Class A Subordinate Voting issuable upon the exercise of Sorbie Warrants .

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors in this prospectus Unless stated otherwise or the context otherwise requires, in this prospectus, references to “CAD$” or “C$” are to Canadian dollars and references to “$” or “US$” are to United States dollars. On December 31, 2025, the noon buying rates in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, referred to as the “Noon Buying Rate”, for the conversion of Canadian dollars into United States dollars was CAD$1.00 equals $0.7296.

Unless the context otherwise requires, references to “we”, “our”, “us”, the “Company” or “VERSES” mean Verses AI Inc. and its subsidiaries.

Overview

Verses is a cognitive computing company focused on developing next generation artificial intelligence software, known as agentic AI, that is designed to support and improve decision making and take actions, we intend to license this software-as-a-service to individuals and companies. Our software is based on the fundamental principles of neuroscience and the way that the human brain learns and makes decisions in a process known as Active Inference, which we have configured to create a proprietary process. Active inference focuses on making predictions based on learning and dynamic reasoning from new and changing information, unlike many existing AI processes like Large Language Models (LLMs) that rely solely on fixed rules, large amounts of historical data, or static models.

Recent Developments

March 27, 2026, the Company announced that it had closed the second tranche of the March Offering (defined below) consisting of 473,500 March Units. Pursuant to the second tranche of the March Offering, the Company raised gross cash proceeds of C$355,125 (approximately US$257,318) before deducting commissions and expenses incurred in connection with the March Offering. The net proceeds of the second tranche of the March Offering were intended to strengthen the Company’s financial position and provide liquidity to finance continuing operations, including, in particular, the Company’s expenses incurred, and expected to be incurred, in connection with the Company’s research and development objectives, and for working capital and general corporate purposes.

FINANCIAL RESULTS FOR THE QUARTER ENDED DECEMBER 31, 2025, COMPARED TO THE QUARTER ENDED DECEMBER 31, 2024

	Quarter ended December 31,
	2025			2024			$ Change			% Change
REVENUE	$	417,932		$	-		$	417,932			N/A
COST OF REVENUE (excluding depreciation)		(292,552	)		-			(292,552	)		N/A
GROSS PROFIT		125,380			-			125,380			N/A
OPERATING EXPENSES
Cash expenses
Accounting fees		(61,755	)		(77,957	)		16,202			-21	%
Consulting fees		(382,808	)		(419,854	)		37,046			-9	%
Investor relations and marketing		(174,201	)		(1,250,035	)		1,075,834			-86	%
Legal fees		(236,549	)		(202,403	)		(34,146	)		17	%
Board fees		(81,568	)		(49,753	)		(31,815	)		64	%
Office and general		(506,617	)		(475,807	)		(30,810	)		6	%
Personnel expenses		(738,472	)		(768,718	)		30,246			-4	%
Rent		(5,208	)		(15,408	)		10,200			-66	%
Research and development		(3,318,796	)		(2,984,580	)		(334,216	)		11	%
Travel and meals		(58,060	)		(77,026	)		18,966			-25	%
		(5,564,034	)		(6,321,541	)		757,507			-12	%
Non-cash expenses
Depreciation		(24,514	)		(44,181	)		19,667			-45	%
Provision for contract settlement		-			-			-			N/A
Share based payments		53,805			(6,893,858	)		6,947,663			-101	%
		29,291			(6,938,039	)		6,967,330			-100	%
TOTAL EXPENSES		(5,534,743	)		(13,259,580	)		7,724,837			-58	%
OTHER ITEMS:
Grant income		128,430			42,071			86,359			205	%
Other income		6,297			18,056			(11,759	)		-65	%
Loss on derivative liability		-			(3,010,994	)		3,010,994			-100	%
Accretion expense		(3,155	)		(265,356	)		262,201			-99	%
Interest expense		(13,037	)		(251,962	)		238,925			-95	%
Legal claim expense		(185,833	)		-			(185,833	)		N/A
Provision for losses on related party transactions		-			(83,285	)		83,285			-100	%
NET LOSS		(5,476,661	)		(16,811,050	)		11,334,389			-67	%
Loss Per Class A Subordinate Voting Shares - Basic and Diluted	$	(0.47	)	$	(2.63	)	$	2.16			-82	%
Loss Per Class B Proportionate Voting Shares - Basic and Diluted	$	(2.94	)	$	-		$	(2,94	)		N/A
Class A Subordinate Voting Shares used in computing earnings per share - Basic and Diluted		11,253,519			6,386,293			4,867,226			76	%
Class B Proportionate Voting Shares used in computing earnings per share - Basic and Diluted		61,082			-			61,082			N/A

QUARTER ENDED DECEMBER 31, 2025, COMPARED TO THE QUARTER ENDED DECEMBER 31, 2024

	December 31, 2025			% of Revenue			December 31, 2024		% of Revenue			$ Change			% Change
REVENUE	$	417,932					$	-				$	417,932		N/A
COST OF REVENUE (excluding depreciation)		(292,552	)		70	%		-		0	%		(292,552	)	N/A
GROSS PROFIT		125,380			30	%		-		0	%		125,380		N/A

Revenue was $417,932 for the quarter ended December 31, 2025, which consisted of revenue from a Genius Platform customer ($385,250) and subscriptions to the Genius platform ($32,682). We did not generate revenue for the quarter ended December 31, 2024.

Cost of revenue consists of personnel and contractors’ costs directly related to the delivery of services to the customers. Cost of Revenue was $292,552 for the quarter ended December 31, 2025, which relates to the revenue referenced above. We did not incur any Cost of revenue for the quarter ended December 31, 2024 as we did not generate any revenue for that period. Cost of revenue as a percentage of revenue was 70% for the quarter ended December 31, 2025.

Gross profit represents revenue minus the cost of revenue. Gross profit was $125,380 for the quarter ended December 31, 2025. We did not generate any net revenue the quarter ended December 31, 2024 as we did not generate any revenue or incur any cost of revenue for that period. Gross profit as a percentage of revenue was 30% for the quarter ended December 31, 2025.

Operating expenses are allocated between cash and non-cash expenses. We allocate expenses on this basis to calculate and understand the Company’s cash flow from operations and liquidity, which we believe are important financial and operating metrics.

Cash expenses consist of the items below. Total Cash Expenses (“TCE”) decreased by $757,507, or 12%, to $5.56 million for the quarter ended December 31, 2025, compared to $6.32 million for the quarter ended December 31, 2024.

	December 31, 2025			% of TCE			December 31, 2024			% of TCE			$ Change			% Change
Cash expenses
Accounting fees		(61,755	)		1	%		(77,957	)		1	%		16,202			-21	%
Consulting fees		(382,808	)		7	%		(419,854	)		7	%		37,046			-9	%
Investor relations and marketing		(174,201	)		3	%		(1,250,035	)		20	%		1,075,834			-86	%
Legal fees		(236,549	)		4	%		(202,403	)		3	%		(34,146	)		17	%
Board fees		(81,568	)		1	%		(49,753	)		1	%		(31,815	)		64	%
Office and general		(506,617	)		9	%		(475,807	)		8	%		(30,810	)		6	%
Personnel expenses		(738,472	)		13	%		(768,718	)		12	%		30,246			-4	%
Rent		(5,208	)		0	%		(15,408	)		0	%		10,200			-66	%
Research and development		(3,318,796	)		60	%		(2,984,580	)		47	%		(334,216	)		11	%
Travel and meals		(58,060	)		1	%		(77,026	)		1	%		18,966			-25	%
Total Cash Expenses (TCE)		(5,564,034	)		100	%		(6,321,541	)		100	%		757,507			-12	%

Accounting Fees are related to accounting staff and external audit fees. Accounting fees decreased by $16,202, or 21%, to $61,755 for the quarter ended December 31, 2025, compared to $77,957 for the quarter ended December 31, 2024. Accounting Fees were 1% of TCE for the quarter ended December 31, 2025, compared to 1% for the quarter ended December 31, 2024. The decrease of $16,202 is primarily due lower assurance costs compared to the quarter ended December 31, 2024.

Consulting Fees are related to financial advisory and general consulting services. Consulting Fees decreased by $37,046, or 9%, to $382,808 for the quarter ended December 31, 2025, compared to $419,854 for the quarter ended December 31, 2024. Consulting Fees were 7% of TCE for both periods.

	○	Financial advisory services was $192,488 for the quarter ended December 31, 2025, compared to $237,867 for the quarter ended December 31, 2024. The decrease of $45,379 is primarily due to less fees paid to financial advisors in connection with funds raised by the Company: The Company raised $2.31 million in net proceeds during the quarter ended December 31, 2025, compared to $4.01 million during the quarter ended December 31, 2024.
	○	General consulting services was $190,320 for the quarter ended December 31, 2025, compared to $181,987 for the quarter ended December 31, 2024. The increase of $8,333 is primarily due to a consulting firm hired to provide business and technology insights ($40,432) during the nine months ended December 31, 2025.

Investor Relations and Marketing are related to messaging, marketing, and advertising of the Company and its products to potential users, to develop general Company and brand awareness as well as investor relations initiatives in media, roadshows, and on social media. Investor Relations and Marketing decreased by $1.08 million or 86% to $174,201 for the quarter ended December 31, 2025, compared to $1.25 million for the quarter ended December 31, 2024. Investor Relations and Marketing was approximately 3% of TCE for the quarter ended December 31, 2025, compared to 20% for the quarter ended December 31, 2024.

These expenses are currently combined, as the initiatives to market the product and services of the Company and investment in the Company are intertwined and indistinguishable. As the Company begins to market its core products and services, marketing and investor relations expenses will be separated. The decrease in Investor Relations and Marketing is due to:

	○	Marketing and investor awareness decreased by $668,812 or 79% to $173,201 for the quarter ended December 31, 2025, compared to $843,013 for the quarter ended December 31, 2024. The decrease is a result of fewer consultants engaged to perform marketing and investor awareness activities during the quarter ended December 31, 2025 compared to the quarter ended December 31, 2024.
	○	Business development decreased by $407,022 or 100% to $Nil for the quarter ended December 31, 2025, compared to $407,022 for the quarter ended December 31, 2024. The decrease is a result of fewer consultants engaged to perform business development activities during the quarter ended December 31, 2025 compared to the quarter ended December 31, 2024.

Legal Fees are related to fees paid to external counsel in the US and Canada.

Legal fees increased by $34,146, or 17%, to $236,549 for the quarter ended December 31, 2025, compared to $202,403 for the quarter ended December 31, 2024. Legal fees represented 4% of TCE for the quarter ended December 31, 2025 compared to 3% for the quarter ended December 31, 2024. The increase of $34,146 is primarily due to increased legal costs associated with the Company becoming a domestic U.S. SEC reporting on April 1, 2025, which requires additional disclosure and reporting requirements beyond what we were required to do as a foreign private issuer.

Board Fees are related to costs associated with Board members. Board Fees increased by $31,815, or 64%, to $81,568 during the quarter ended December 31, 2025, compared to $49,753 for the quarter ended December 31, 2024. Board Fees were 1% of TCE for the quarter ended December 31, 2025 and for the quarter ended December 31, 2024. The increase of $31,815 is due to increased fees paid to board members for the quarter ended December 31, 2025, compared to the quarter ended December 31, 2024.

Office and General Expenses are related to subscriptions, insurance, transaction fees, and general expenses of the Company. Office and general expenses increased by $30,810, or 6%, to $506,617 for the quarter ended December 31, 2025, compared to $475,807 for the quarter ended December 31, 2024. Office and General Expenses was 9% of TCE for the quarter ended December 31, 2025, compared to 8% for the quarter ended December 31, 2024. The increase of $30,810 is primarily due to higher Directors and Officers (“D&O”) insurance premium costs of $123,424 resulting from increased coverage as the Company became a U.S. SEC reporting on April 1, 2025, which requires additional disclosure and reporting.

Personnel expenses are related to general and administrative payroll costs, including benefits and payroll taxes. Personnel expenses decreased by $30,246, or 4%, to $738,472 for the quarter ended December 31, 2025, compared to $768,718 for the quarter ended December 31, 2024. Personnel expenses were 13% of TCE for the quarter ended December 31, 2025, compared to 12% for the quarter ended December 31, 2024. The decrease is primarily due to the workforce reduction that was implemented on October 31, 2025.

Rent is related to payments for office and other spaces utilized by the Company. Rent decreased by $10,200, or 66%, to $5,208 for the quarter ended December 31, 2025, compared to $15,408 for the quarter ended December 31, 2024. Rent expense accounted for less than 1% of TCE for the quarter ended December 31, 2025 and for the quarter ended December 31, 2024.

Research and Development (R&D) is related to payroll and contractor costs associated with developing the Company’s product. R&D increased by $334,216, or 11%, to $3.32 million for the quarter ended December 31, 2025, compared to $2.98 million for the quarter ended December 31, 2024. R&D was 59% of TCE for the quarter ended December 31, 2025, compared to 47% for the quarter ended December 31, 2024. The increase of $334,216 is primarily due to the higher salaries and fees paid to personnel for the quarter ended December 31, 2025, compared to the salaries and fees paid to personnel for the quarter ended December 31, 2024.

Travel and Meals are related to expenses related to meals, airfare, transportation, and other related expenses. Travel and Meals decreased by $18,966, or 25%, to $58,060 for the quarter ended December 31, 2025, compared to $77,026 for the quarter ended December 31, 2024. Travel and Meals were approximately 1% of TCE for the quarter ended December 31, 2025 and for the quarter ended December 31, 2024.

NON-CASH EXPENSES – Consisted of the items below. Non-Cash Expenses decreased by $6.97 million, or 100%, to non-cash income of $29,291 for the quarter ended December 31, 2025, compared to non-cash expense of $6.94 million for the quarter ended December 31, 2024. The decrease of non-cash expense of $6,97 million to create non-cash income of $29,291, is primarily due to a reduction in the value of the RSUs, which are tied to the Class A Subordinate Voting Share price as of the balance sheet date for the quarter ended December 31, 2025, compared to the quarters ended December 31, 2024.

	December 31, 2025			% of TNCE			December 31, 2024			% of TNCE			$ Change		% Change
Non-cash expenses
Depreciation		(24,514	)		-84	%		(44,181	)		1	%		19,667		-45	%
Share based payments		53,805			184	%		(6,893,858	)		99	%		6,947,663		-101	%
Total Non Cash Expenses (TNCE)		29,291			100	%		(6,938,039	)		100	%		6,967,330		-100	%

Depreciation is related to the decrease in the useful life of computer and other equipment. Depreciation decreased by $19,667, or 45%, to $24,514 for the quarter ended December 31, 2025, compared to $44,181 for the quarter ended December 31, 2024. The decrease for the quarter ended December 31, 2025 is due to certain assets reaching the end of their three-year useful life.

Share based payments are related to the Black-Scholes valuation and vesting of stock options (“Options”) and Restricted Share Units (RSUs) granted to the Company’s employees, contractors, and consultants. Share-based payments decreased by $6.97 million, or 101%, to a gain of $53,805 for the quarter ended December 31, 2025, compared to a non-cash expense of $6.89 million for the quarter ended December 31, 2024. This decrease is primarily due to the decline in the fair value of RSUs, which are tied to the Class A Subordinate Voting Share price as of the balance sheet date for the quarter ended December 31, 2025, compared to the quarter ended December 31, 2024. The decrease during the quarter ended December 31, 2025 was partially offset by a higher number of Options granted during the quarter ended December 31, 2025. For a detailed breakdown of the changes, please refer to the table below.

Share based payments	Stock Options			RSUs			Total
Previous years graded vesting		458,448			-			458,448
Revaluation RSUs 2023		-			189,053			189,053
New grants Q1 2024		119,332			30,321			149,653
New grants Q2 2024		151,409			2,966,079			3,117,488
New grants Q3 2024		1,334,636			2,927,997			4,262,633
Cancelled options / RSUs		(1,270,700	)		(12,717	)		(1,283,417	)
Balance, December 31, 2024	$	793,125		$	6,100,733		$	6,893,858

Previous years graded vesting		626,148			-			626,148
Previous years RSUs revaluation		-			(1,029,973	)		(1,029,973	)
New grants Q2 2026		-			23,438			23,438
New grants Q3 2026		470,072			38,397			508,469
RSUs/Shares cancellation		-			(181,887	)		(181,887	)
Balance, December 31, 2025	$	1,096,220		$	(1,150,025	)	$	(53,805	)

Total Operating expenses decreased by $7.72 million, or 58%, to $5.53 million for the quarter ended December 31, 2025, compared to $13.26 million for the quarter ended December 31, 2024. The decrease of $7.72 million during the quarter ended December 31, 2025 is primarily due to the decrease of $6.95 million in non-cash expenses associated with share based payments during the quarter ended December 31, 2025, as well as a decrease in expenses associated with investor relations and marketing, which decreased by $1.08 million. The decrease during the quarter ended December 31, 2025 was partially offset by an increase in research and development fees of $334,216 during the quarter ended December 31, 2025.

Other Items consisted of the items below. Other Items resulted in a loss of $67,298 for the quarter ended December 31, 2025, compared to a loss of $3.55 million for the quarter ended December 31, 2024.

	December 31, 2025			% TOI			December 31, 2024			% TOI			$ Change			% Change
OTHER ITEMS:
Grant income		128,430			-191	%		42,071			-1	%		86,359			205	%
Other income		6,297			-9	%		18,056			-1	%		(11,759	)		-65	%
Loss on derivative liability		-			0	%		(3,010,994	)		85	%		3,010,994			-100	%
Accretion expense		(3,155	)		5	%		(265,356	)		7	%		262,201			-99	%
Interest expense		(13,037	)		19	%		(251,962	)		7	%		238,925			-95	%
Legal claim expense		(185,833	)		276	%		-			0	%		(185,833	)		N/A
Provision for losses on related party transactions		-			0	%		(83,285	)		2	%		83,285			-100	%
Total Other Items (TOI)		(67,298	)		100	%		(3,551,470	)		100	%		3,484,172			-98	%

Grant Income is related to reimbursing expenses for amounts spent on project activities related to the grant agreement with Horizon Europe, which is a program delegated by the European Commission. Grant income was $128,430 for the quarter ended December 31, 2025, compared to $42,071 for the quarter ended December 31, 2024. This project is expected to end in August 2026.

Other Income is related to interest received from interest-bearing bank accounts. Other income decreased by $11,759, or 65%, to $6,297 for the quarter ended December 31, 2025, compared to $18,056 for the quarter ended December 31, 2024.

Loss on derivative liability is the result of measuring the derivative liability embedded in the convertible debenture using the Monte-Carlo binomial valuation model. Based on estimates for the quarter ended December 31, 2024, the fair value of derivative liability of the convertible debenture of $3.01 million. There was no such expense during the quarter ended December 31, 2025.

Accretion Expense is related to the increase in the carrying value of the discounted value of the convertible debenture converted in 2025. Accretion expense was 3,155 for the quarter ended December 31, 2025, compared to an expense of $265,356 for the quarter ended December 31, 2024.

Interest Expense is related to interest incurred in the conversion of the convertible debenture converted in the nine months ended December 31, 2024, interest incurred in the loan payable, and the interest related to the financing of the director’s and officer’s insurance. Interest expense decreased by $238,925, or 95%, to $13,037 for the quarter ended December 31, 2025, compared to an expense of $251,962 for the quarter ended December 31, 2024. This decrease is primarily due to the conversion of the convertible debenture during the quarter ended December 31, 2024.

Legal Claim Expense was $185,833 for the quarter ended December 31, 2025, there was no such expense for the quarter ended December 31, 2024. This amount is interest accrued in connection with the David Thomson arbitration award, which was confirmed by the Los Angeles Superior Court in the quarter ended June 30, 2025. There was no such expense in the quarter ended December 31, 2024.

Provision for Loss on Related Party Transactions was $83,285 for the quarter ended December 31, 2024. There was no provision for the quarter ended December 31, 2025. The provision for loss on related party transactions includes amounts due from Cyberlab LLC (“Cyberlab”) and the Spatial Web Foundation (“SWF”), entities controlled or associated with the Company’s founders, Dan Mapes and Gabriel Rene.

	●	The related expenses arose primarily from payments made by the Company on behalf of these related parties to third-party vendors.
	●	Although these amounts are expected to be settled through future service agreements, management performed a credit assessment in accordance with the current expected credit loss (“CECL”) model under ASC 326. Based on this assessment, management determined that there is significant uncertainty regarding the timing and collectability of these receivables. As of December 31, 2025, management concluded that full repayment is not probable within a reasonable timeframe.

Net Loss decreased by $11.33 million, or 67%, to $5.48 million for the quarter ended December 31, 2025, compared to a net loss of $16.81 million for the quarter ended December 31, 2024.

FINANCIAL RESULTS FOR THE NINE MONTHS ENDED DECEMBER 31, 2025, COMPARED TO THE NINE MONTHS ENDED DECEMBER 31, 2024

SELECTED FINANCIAL INFORMATION

	Nine months ended December 31,
	2025			2024			$ Change			% Change
REVENUE	$	818,632		$	155,000		$	663,632			428	%
COST OF REVENUE (excluding depreciation)		(547,103	)		(145,000	)		(402,103	)		277	%
GROSS PROFIT		271,529			10,000			261,529			2615	%
OPERATING EXPENSES
Cash expenses
Accounting fees		(454,115	)		(428,364	)		(25,751	)		6	%
Consulting fees		(1,877,768	)		(2,240,308	)		362,540			-16	%
Investor relations and marketing		(2,365,692	)		(4,089,656	)		1,723,964			-42	%
Legal fees		(1,715,773	)		(1,066,515	)		(649,258	)		61	%
Board fees		(200,910	)		(134,334	)		(66,576	)		50	%
Office and general		(1,603,715	)		(1,416,785	)		(186,930	)		13	%
Personnel expenses		(2,616,144	)		(2,530,730	)		(85,414	)		3	%
Rent		(42,582	)		(75,487	)		32,905			-44	%
Research and development		(11,862,632	)		(11,246,495	)		(616,137	)		5	%
Travel and meals		(329,267	)		(352,062	)		22,795			-6	%
		(23,068,598	)		(23,580,736	)		512,138			-2	%
Non-cash expenses
Depreciation		(70,408	)		(138,088	)		67,680			-49	%
Provision for contract settlement		-			(1,252,076	)		1,252,076			-100	%
Share based payments		(2,036,450	)		(8,855,582	)		6,819,132			-77	%
		(2,106,858	)		(10,245,746	)		8,138,888			-79	%
TOTAL EXPENSES		(25,175,456	)		(33,826,482	)		8,651,026			-26	%
OTHER ITEMS:
Grant income		210,339			98,105			112,234			114	%
Other income		507,558			68,026			439,532			646	%
Loss on derivative liability		-			(546,121	)		546,121			-100	%
Accretion expense		(3,155	)		(719,195	)		716,040			-100	%
Interest expense		(25,291	)		(545,000	)		519,709			-95	%
Legal claim expense		(768,086	)		1,666,000			(2,434,086	)		-146	%
Provision for losses on related party transactions		-			(479,809	)		479,809			-100	%
NET LOSS		(24,982,562	)		(34,274,476	)		9,291,914			-27	%
Loss Per Class A Subordinate Voting Shares - Basic and Diluted	$	(2.50	)	$	(7.12	)	$	4.63			-65	%
Loss Per Class B Proportionate Voting Shares - Basic and Diluted	$	(15.60	)	$	-		$	(15.60	)		N/A
Class A Subordinate Voting Shares used in computing earnings per share - Basic and Diluted		9,858,896			4,811,546			5,047,351			105	%
Class B Proportionate Voting Shares used in computing earnings per share - Basic and Diluted		23,909			-			23,909			N/A

NINE MONTHS ENDED DECEMBER 31, 2025, COMPARED TO THE NINE MONTHS ENDED DECEMBER 31, 2024

	December 31, 2025			% of Revenue			December 31, 2024			% of Revenue			$ Change			% Change
REVENUE	$	818,632					$	155,000					$	663,632			428	%
COST OF REVENUE (excluding depreciation)		(547,103	)		67	%		(145,000	)		94	%		(402,103	)		277	%
GROSS PROFIT		271,529			33	%		10,000			6	%		261,529			2615	%

Revenue was $818,632 for the nine months ended December 31, 2025, which consisted of revenue from Genius Platform customers ($685,250) and subscriptions to the Genius platform ($133,382). Revenue for the nine months ended December 31, 2024 was $155,000, which is related to the conclusion of a proof-of-concept project.

Cost of revenue consists of personnel and contractors’ costs directly related to the delivery of services to the customers. Cost of Revenue was $254,551 for the nine months ended December 31, 2025, which related to the revenue referenced above. Cost of revenue for the nine months ended December 31, 2024 was $145,000, which is related to the conclusion of a proof-of-concept project. Cost of revenue as a percentage of revenue was 64% for the quarter ending December 31, 2025, compared to 94% for the quarter ending December 31, 2024, which reflects the economics associated with our core Genius Platform.

Gross profit represents the revenue minus the cost of revenue. Gross profit was $271,529 for the nine months ended December 31, 2025, compared to $10,000 reported for the nine months ended December 31, 2024. Gross profit as a percentage of revenue was 33% for the quarter ending December 31, 2025, compared to 6% for the quarter ending December 31, 2024, which reflects the economics associated with our core Genius Platform.

Operating expenses are allocated between cash and non-cash expenses. We allocated expenses on this basis to calculate and understand the Company’s cash flow from operations and liquidity, which we believe are important financial and operating metrics.

Cash expenses consist of the items below. Total Cash Expenses (“TCE”) decreased by $512,138, or 2%, to $23.01 million for the nine months ended December 31, 2025, compared to $23.58 million for the nine months ended December 31, 2024.

	December 31, 2025			% of TCE			December 31, 2024			% of TCE			$ Change			% Change
Cash expenses
Accounting fees		(454,115	)		2	%		(428,364	)		2	%		(25,751	)		6	%
Consulting fees		(1,877,768	)		8	%		(2,240,308	)		10	%		362,540			-16	%
Investor relations and marketing		(2,365,692	)		10	%		(4,089,656	)		17	%		1,723,964			-42	%
Legal fees		(1,715,773	)		7	%		(1,066,515	)		5	%		(649,258	)		61	%
Board fees		(200,910	)		1	%		(134,334	)		1	%		(66,576	)		50	%
Office and general		(1,603,715	)		7	%		(1,416,785	)		6	%		(186,930	)		13	%
Personnel expenses		(2,616,144	)		11	%		(2,530,730	)		11	%		(85,414	)		3	%
Rent		(42,582	)		0	%		(75,487	)		0	%		32,905			-44	%
Research and development		(11,862,632	)		51	%		(11,246,495	)		48	%		(616,137	)		5	%
Travel and meals		(329,267	)		1	%		(352,062	)		1	%		22,795			-6	%
Total Cash Expenses (TCE)		(23,068,598	)		100	%		(23,580,736	)		100	%		512,138			-2	%

Accounting Fees are related to accounting staff and external audit fees. Accounting fees increased by $25,751, or 6%, to $454,115 for the nine months ended December 31, 2025, compared to $428,364 for the nine months ended December 31, 2024. Accounting Fees were 2% of TCE for the nine months ended December 31, 2025 and for the nine months ended December 31, 2024. The increase of $25,751 is primarily due to additional costs associated with translating our financial statements to U.S.GAAP and complying with new SEC reporting requirements.

Consulting Fees are related to financial advisory and general consulting services. Consulting Fees decreased by $362,540, or 16%, to $1.88 million for the nine months ended December 31, 2025, compared to $2.24 million for the nine months ended December 31, 2024. Consulting Fees were 8% of TCE for the nine months ended December 31, 2025, compared to 10% for the nine months ended December 31, 2024.

	○	Financial advisory services was $1.30 million for the nine months ended December 31, 2025, compared to $1.73 million for the nine months ended December 31, 2024. The decrease of $429,522 is primarily due to less fees paid to financial advisors in connection with funds raised by the Company: The Company raised $17.03 million in net proceeds during the nine months ended December 31, 2025, compared to $24.45 million during the nine months ended December 31, 2024.
	○	General consulting services was $581,872 for the nine months ended December 31, 2025, compared to $514,890 for the nine months ended December 31, 2024. The increase of $66,982 is primarily due to a consulting firm hired to provide business and technology insights ($94,449) during the nine months ended December 31, 2025.

Investor Relations and Marketing are related to messaging, marketing, and advertising of the Company and its products to potential users, and to develop general Company and brand awareness as well as investor relations initiatives in media, roadshows, and on social media. Investor Relations and Marketing decreased by $1.72 million, or 42%, to $2.37 million for the nine months ended December 31, 2025, compared to $4.09 million for the nine months ended December 31, 2024. Investor Relations and Marketing was 10% of TCE for the nine months ended December 31, 2025, compared to 17% for the nine months ended December 31, 2024. These expenses are currently combined, as the initiatives to market the product and services of the Company and investment in the Company are intertwined and indistinguishable. As the Company begins to market its core products and services, marketing and investor relations expenses will be separated. The decrease in Investor Relations and Marketing is due to:

	○	Marketing and investor awareness decreased by $1.06 million or 37% to $1.78 million for the nine months ended December 31, 2025, compared to $2.84 million for the nine months ended December 31, 2024. The decrease is a result of fewer consultants engaged to perform marketing and investor awareness activities during the nine months ended December 31, 2025 compared to the nine months ended September 20, 2024.
	○	Business development decreased by $666,151 or 53% to $583,098 for the nine months ended December 31, 2025, compared to $1.25 million for the nine months ended December 31, 2024. The decrease is a result of fewer consultants engaged to perform business development activities during the nine months ended December 31, 2025 compared to the nine months ended September 20, 2024.

Legal Fees are related to fees paid to external counsel in the US and Canada. Legal fees increased by $649,258, or 61%, to $1.71 million for the nine months ended December 31, 2025, compared to $1.07 million for the nine months ended December 31, 2024. Legal fees were 7% of TCE for the nine months ended December 31, 2025, compared to 5% for the nine months ended December 31, 2024. The increase of $649,258 for the nine months ended December 31, 2025 was primarily due to increased legal costs associated with the Company becoming a U.S. SEC reporting on April 1, 2025, which requires additional disclosure and reporting.

Board Fees are related to costs associated with Board members. Board Fees increased by $66,576, or 50%, to $200,910 for the nine months ended December 31, 2025, compared to $134,334 for the nine months ended December 31, 2024. Board Fees were 1% of TCE for the nine months ended December 31, 2025 and for the nine months ended December 31, 2024. The increase of $66,576 is due to increased fees paid to board members during the nine months ended December 31, 2025, compared to the nine months ended December 31, 2024.

Office and General Expenses are related to subscriptions, insurance, transaction fees, and general expenses of the Company. Office and general expenses increased by $186,930, or 13%, to $1.60 million for the nine months ended December 31, 2025, compared to $1.42 million for the nine months ended December 31, 2024. Office and General Expenses was 7% of TCE for the nine months ended December 31, 2025, compared to 6% for the nine months ended December 31, 2024. The increase of $186,930 for the nine months ended December 31, 2025 is primarily due to higher Directors and Officers insurance premium cost of $249,884 resulting from increased coverage as the Company became a U.S. SEC reporting on April 1, 2025, which requires additional disclosure and reporting.

Personnel expenses are related to general and administrative payroll costs, including benefits and payroll taxes. Personnel expenses increased by $85,414, or 3%, to $2.61 million for the nine months ended December 31, 2025, compared to $2.53 million for the nine months ended December 31, 2024. Personnel expenses were 11% of TCE for the nine months ended December 31, 2025 and for the nine months ended December 31, 2024. The increase of $85,414 in personnel expenses is primarily due to the higher salaries paid to personnel during the nine months ended December 31, 2025, compared to the salaries and fees paid to personnel during the nine months ended December 31, 2024.

Rent is related to payments for office and other spaces utilized by the Company. Rent decreased by $32,905, or 44%, to $42,582 for the nine months ended December 31, 2025, compared to $75,487 for the nine months ended December 31, 2024. Rent expense accounted for less than 1% of TCE for the nine months ended December 31, 2025 and for the nine months ended December 31, 2024.

Research and Development (R&D) is related to payroll and contractor costs associated with developing the Company’s product. R&D increased by $616,137, or 5%, to $11.86 million for the nine months ended December 31, 2025, compared to $11.25 million for the nine months ended December 31, 2024. R&D was 51% of TCE for the nine months ended December 31, 2025, as compared to 48% for the nine months ended December 31, 2024. The increase of $616,137 is primarily due to the higher salaries and fees paid to personnel during the nine months ended December 31, 2025, compared to the salaries and fees paid to personnel during the nine months ended December 31, 2024.

Travel and Meals are related to expenses related to meals, airfare, transportation, and other related expenses. Travel and Meals decreased by $22,795, or 6%, to $329,267 for the nine months ending December 31, 2025, compared to $352,062 for the nine months ended December 31, 2024. Travel and Meals were 1% of TCE for the nine months ended December 31, 2025 and for the nine months ended December 31, 2024.

NON-CASH EXPENSES – Consisted of the items below. Non-Cash Expenses decreased by $8.14 million, or 79%, to $2.10 million for the nine months ended December 31, 2025, compared to $10.25 million for the nine months ended December 31, 2024.

	December 31, 2025			% of TNCE			December 31, 2024			% of TNCE			$ Change		% Change
Non-cash expenses
Depreciation		(70,408	)		3	%		(138,088	)		1	%		67,680		-49	%
Provision for contract settlement		-			0	%		(1,252,076	)		12	%		1,252,076		-100	%
Share based payments		(2,036,450	)		97	%		(8,855,582	)		86	%		6,819,132		-77	%
Total Non Cash Expenses (TNCE)		(2,106,858	)		100	%		(10,245,746	)		100	%		8,138,888		-79	%

Depreciation is related to the decrease in the useful life of computer and other equipment. Depreciation decreased by $67,680, or 49%, to $70,408 for the nine months ended December 31, 2025, compared to $138,088 for the nine months ended December 31, 2024. The decrease of $67,680 for the nine months ended December 31, 2025 is due to certain assets reaching the end of their three-year useful life.

Provision for contract settlement is related to the unbilled balance of the SaaS project terminated in August 2024. Provision for contract settlement was $1.25 million for the nine months ended December 31, 2024. There was no comparable expense for the nine months ended December 31, 2025.

Share based payments are related to the Black-Scholes valuation and vesting of stock options and Restricted Share Units (RSUs) granted to the Company’s employees, contractors, and consultants. Share-based payments decreased by $6.82 million, or 77%, to $2.03 million for the nine months ended December 31, 2025, compared to $8.86 million for the nine months ended December 31, 2024. This decrease is primarily due to the decline in the fair value of RSUs, which are tied to the Class A Subordinate Voting Share price as of the balance sheet date for the nine months ended December 31, 2025, compared to nine months ended December 31, 2024. The decrease for the nine months ended December 31, 2025 was partially offset by a higher number of Options granted during the nine months ended December 31, 2025. For a detailed breakdown of the changes, please refer to the table below.

Share based payments	Stock Options			RSUs			Total
Previous years graded vesting		860,673			-			860,673
Revaluation RSUs 2023		-			(62,339	)		(62,339	)
New grants Q1 2024		196,119			56,989			253,108
New grants Q2 2024		1,178,861			3,771,684			4,950,545
New grants Q3 2024		1,334,636			2,927,997			4,262,633
Cancelled options / RSUs		(1,396,321	)		(12,717	)		(1,409,038	)
Balance, December 31, 2024	$	2,173,968		$	6,681,614		$	8,855,582

Previous years graded vesting		1,337,858			-			1,337,858
Previous years RSUs revaluation		-			(2,611,348	)		(2,611,348	)
New grants Q1 2026		258,056			344,431			602,487
New grants Q2 2026		2,118,326			32,054			2,150,380
New grants Q3 2026		470,072			38,397			508,469
RSU milestone conversion		-			230,491			230,491
RSUs/Shares cancellation		-			(181,887	)		(181,887	)
Balance, December 31, 2025	$	4,184,312		$	(2,147,862	)	$	2,036,450

Total Operating expenses decreased by $8.65 million, or 26%, to $25.18 million for the nine months ended December 31, 2025, compared to $33.83 million for the nine months ended December 31, 2024. The decrease of $8.65 million for the nine months ended December 31, 2025 is primarily due to $6.82 million in non-cash expense associated with share based payments, $1.25 million in non-cash expenses associated with the provision for contract settlement during the nine months ended December 31, 2024 that was not present during the nine months ended December 31, 2025, as well as a decrease in expenses associated with investors relation and marketing, which decreased by $1.72 million. The decrease during the nine months ended December 31, 2025 was partially offset by increases in legal fees of $649,258 and R&D of $616,137 during the nine months ended December 31, 2025.

Other Items consisted of the items below. Other Items resulted in a loss of $78,635 for the nine months ended December 31, 2025, compared to a loss of $457,994 for the nine months ended December 31, 2024.

	December 31, 2025			% TOI			December 31, 2024			% TOI			$ Change			% Change
OTHER ITEMS:
Grant income		210,339			-267	%		98,105			-21	%		112,234			114	%
Other income		507,558			-645	%		68,026			-15	%		439,532			646	%
Loss on derivative liability		-			0	%		(546,121	)		119	%		546,121			-100	%
Accretion expense		(3,155	)		4	%		(719,195	)		157	%		716,040			-100	%
Interest expense		(25,291	)		32	%		(545,000	)		119	%		519,709			-95	%
Legal claim expense		(768,086	)		977	%		1,666,000			-364	%		(2,434,086	)		-146	%
Provision for losses on related party transactions		-			0	%		(479,809	)		105	%		479,809			-100	%
Total Other Items (TOI)		(78,635	)		100	%		(457,994	)		100	%		379,359			-83	%

Grant Income is related to the reimbursement of expenses for amounts spent on project activities related to the grant agreement with Horizon Europe, which is a program delegated by the European Commission. Grant income was $210,339 for the nine months ended December 31, 2025, compared to $98,105 for the nine months ended December 31, 2024. This project is expected to end in August 2026.

Other Income is related to R&D tax credits and interest received from interest-bearing bank accounts. Other income increased by $439,532, or 646%, to $507,558 for the nine months ended December 31, 2025, compared to $68,026 for the nine months ended December 31, 2024. This increase is primarily due to $416,208 of R&D tax credits received during the nine months ended December 31, 2025.

Loss on derivative liability is the result of measuring the derivative liability embedded in the convertible debenture using the Monte-Carlo binomial. Based on estimates during the nine months ended December 31, 2024, the fair value of derivative liability of the convertible debenture was $546,121. There was no such expense during the nine months ended December 31, 2025.

Accretion Expense is related to the increase in the carrying value of the discounted value of the convertible debenture converted in 2025. Accretion expense was $3,155 for the nine months ended December 31, 2025, compared to an expense of $719,195 during the nine months ended December 31, 2024.

Interest Expense is related to interest incurred in the conversion of the convertible debenture converted in the nine months ended December 31, 2024, interest incurred in the loan payable, and the interest related to the financing of the director’s and officer’s insurance. Interest expense decreased $519,709, or 95%, to $25,291 for the nine months ended December 31, 2025, compared $545,000 for the nine months ended December 31, 2024. This decrease is primarily due to the conversion of the convertible debenture during the nine months ended December 31, 2024.

Legal Claim Expense was $768,086 for the nine months ended December 31, 2025, compared to a gain of $1.67 million for the nine months ended December 31, 2024. This amount is interest accrued in connection with the David Thomson arbitration award, which was confirmed by the Los Angeles Superior Court during the nine months ended December 31, 2025. The gain reported in the nine months ended December 31, 2024 was related to insurance proceeds received by the Company.

Provision for Loss on Related Party Transactions was $479,809 for the nine months ended December 31, 2024. There was no provision for the nine months ended December 31, 2025. The provision for loss on related party transactions includes amounts due from Cyberlab LLC (“Cyberlab”) and the Spatial Web Foundation (“SWF”), entities controlled or associated with the Company’s founders, Dan Mapes and Gabriel Rene.

	●	The related expenses arose primarily from payments made by the Company on behalf of these related parties to third-party vendors.
	●	Although these amounts are expected to be settled through future service agreements, management performed a credit assessment in accordance with the current expected credit loss (“CECL”) model under ASC 326. Based on this assessment, management determined that there is significant uncertainty regarding the timing and collectability of these receivables. As of December 31, 2025, management concluded that full repayment is not probable within a reasonable timeframe.

Net Loss decreased by $9.29 million, or 27%, to $24.98 million for the nine months ended December 31, 2025, compared to a net loss of $34.27 million for the nine months ended December 31, 2024.

FULL YEAR ENDED MARCH 31, 2025 COMPARED TO FULL YEAR ENDED MARCH 31, 2024

SELECTED FINANCIAL INFORMATION

	2025			2024			$ Change			% Change
REVENUE	$	155,000		$	1,966,731		$	(1,811,731	)		-92	%
COST OF REVENUE		(631,691	)		(1,699,170	)		1,067,479			-63	%
NET REVENUE		(476,691	)		267,561			(744,252	)		-278	%
OPERATING EXPENSES
Cash expenses
Accounting fees		(567,566	)		(538,394	)		(29,172	)		5	%
Consulting fees		(5,201,045	)		(4,146,232	)		(1,054,813	)		25	%
Investor relations and marketing		(3,165,838	)		(6,980,578	)		3,814,740			-55	%
Legal fees		(1,801,538	)		(2,015,619	)		214,081			-11	%
Management fees		(146,666	)		(41,067	)		(105,599	)		257	%
Office and general		(1,881,530	)		(1,709,991	)		(171,539	)		10	%
Personnel expenses		(3,581,964	)		(3,713,861	)		131,897			-4	%
Rent		(90,965	)		(26,838	)		(64,127	)		239	%
Research and development		(15,142,542	)		(12,024,288	)		(3,118,254	)		26	%
Travel and meals		(617,877	)		(1,098,984	)		481,107			-44	%
		(32,197,531	)		(32,295,852	)		98,321			0	%
Non-cash expenses
Depreciation		(172,425	)		(261,747	)		89,322			-34	%
Provision for contract settlement		(1,252,076	)		-			(1,252,076	)		0	%
Share based payments		(7,679,205	)		(7,850,119	)		170,914			-2	%
		(9,103,706	)		(8,111,866	)		(991,840	)		12	%
TOTAL EXPENSES		(41,301,237	)		(40,407,718	)		(893,519	)		2	%
OTHER ITEMS:
Grant income		156,885			154,709			2,176			1	%
Other income		213,413			240,293			(26,880	)		-11	%
Accretion expense		-			(203,918	)		203,918			-100	%
Interest expense		(1,953,499	)		(348,441	)		(1,605,058	)		461	%
Legal claim expense		848,213			(9,921,298	)		10,769,511			-109	%
Provision for losses on related party transactions		(479,808	)		(1,872,334	)		1,392,526			-74	%
LOSS BEFORE INCOME TAXES		(42,992,724	)		(52,091,146	)		9,098,422			-17	%
Income Taxes		-			(2,513	)		2,513			-100	%
NET LOSS		(42,992,724	)		(52,093,659	)		9,100,935			-17	%
Loss Per Class A Subordinate Voting Shares - Basic and Diluted	$	(5.49	)	$	(9.44	)		4			-42	%
Loss Per Class B Proportionate Voting Shares - Basic and Diluted	$	Nil		$	(22.50	)		-			0	%
Class A Subordinate Voting Shares used in computing earnings per share - Basic and Diluted		7,825,570			3,205,324			4,620,246			144	%
Class B Proportionate Voting Shares used in computing earnings per share - Basic and Diluted		-			370,370			(370,370	)		-100	%

	2025			% of Revenue			2024			% of Revenue			$ Change			% Change
REVENUE	$	155,000					$	1,966,731					$	(1,811,731	)		-92	%
COST OF REVENUE		(631,691	)		408	%		(1,699,170	)		86	%		1,067,479			-63	%
NET REVENUE		(476,691	)		-308	%		267,561			14	%		(744,252	)		-278	%

Revenue

Consists of proof of concept projects, software implementation services, and software as a service (“SaaS”). Revenue decreased by $1.81 million, or 92%, to $155,000 for the year ending March 31, 2025, compared to $1.97 million for the prior year. This decrease is primarily attributed to the termination of the SaaS contract, which we did not report in 2025 (compared to $1.75 million in 2024).

Cost of Revenue

Consists of personnel, contractors, hosting, and other costs related to the delivery services to the customers. Cost of revenue decreased by $1.07 million, primarily due to the termination of the SaaS contract. In 2025, the Company recorded a provision of $486,691 related to the estimated loss for the agreement with Analog. If this provision is disregarded, the restated cost of revenue would be $145,000 and would represent 94% of the revenue.

Net Revenue

Represents the revenue minus cost of revenue. Net revenue decreased by $744,252, or 96%, to a negative net revenue of $476,691 for the year ending March 31, 2025, compared to $267,561 for the prior year. The decrease in net revenue is attributed to the overall decline in revenue, as well as the increase in cost of revenue for the period.

Operating Expenses

Operating expenses are allocated between cash and non-cash expenses. We allocated expenses on this basis to help facilitate the calculation and understanding of the Company’s cash flow from operations and liquidity, which we believe are important financial and operating metrics.

Cash Expenses

Cash expenses consists of the items below. Cash expenses decreased by $98,321, or less than 1%, to $32.20 million for the year ending March 31, 2025, compared to $32.30 million for the prior year. The consistency of our cash expenses is primarily due to the Company’s base cost structure.

	2025			% of TCE			2024			% of TCE			$ Change			% Change
Cash expenses
Accounting fees		(567,566	)		2	%		(538,394	)		2	%		(29,172	)		5	%
Consulting fees		(5,201,045	)		16	%		(4,146,232	)		13	%		(1,054,813	)		25	%
Investor relations and marketing		(3,165,838	)		10	%		(6,980,578	)		22	%		3,814,740			-55	%
Legal fees		(1,801,538	)		6	%		(2,015,619	)		6	%		214,081			-11	%
Management fees		(146,666	)		0	%		(41,067	)		0	%		(105,599	)		257	%
Office and general		(1,881,530	)		6	%		(1,709,991	)		5	%		(171,539	)		10	%
Personnel expenses		(3,581,964	)		11	%		(3,713,861	)		11	%		131,897			-4	%
Rent		(90,965	)		0	%		(26,838	)		0	%		(64,127	)		239	%
Research and development		(15,142,542	)		47	%		(12,024,288	)		37	%		(3,118,254	)		26	%
Travel and meals		(617,877	)		2	%		(1,098,984	)		3	%		481,107			-44	%
Total Cash Expenses (TCE)		(32,197,531	)		100	%		(32,295,852	)		100	%		98,321			0	%

●

Accounting Fees – relates to accounting staff and external audit fees. Accounting fees increased by $29,172, or 5%, to $567,566 for the year ending March 31, 2025, compared to $538,394 for the prior year. Accounting fees remained consistent for both periods at approximately 2% of cash expenses, as staff and activities for both periods have remained consistent.

●

Consulting Fees – relates to business development consulting, financial advisory services, and general consulting services. Consulting fees increased by $1.05 million, or 25%, to $5.20 million for the year ending March 31, 2025, compared to $4.15 million for the prior year. Consulting fees were 16% of cash expenses for the year ending March 31, 2025, compared to 13% for the prior period.

●

Business development consulting was $2.85 million in the year ended March 31, 2024 (2024 - $3.26 million). The decrease of $415,203 is related to a reduction of consultants involved with the business strategy development of the Company during the year.

●

Financial advisory services were $1.99 million (2024 - $497,781). The increase of $1.49 million is primarily attributed to fees paid to financial advisors in connection with the implementation and expansion of the Company’s financing strategy. This is directly related to the $10.12 million increase in cash flow from financing activities observed in the year ended March 31, 2025.

●

General consulting services were $370,313 in the year ended March 31, 2025 (2024 - $388,034). The $17,721 represents a reduction in resources associated with the delivery of the European grant.

●

Investor Relations and Marketing – relates to messaging, marketing, and advertising of the Company and its products to potential users, and to develop general Company and brand awareness as well as investor relations initiatives associated with presenting the Company to the investing public in media, at roadshows, and on social media. Investor relations and marketing decreased by $3.82 million, or 55%, to $3.17 million for the year ending March 31, 2025, compared to $6.98 million for the prior year. Investor relations and marketing was 10% of cash expenses for the year ending March 31, 2025, compared to 22% for the prior year. We combine these expenses for both years ending March 31, 2024, and 2025, as the Company’s initiatives to market the product of the Company and investment in the Company were intertwined and indistinguishable. Going forward, as the Company begins to market its products and services, we will be able to distinguish between marketing and investor relations expenses. This decrease in investor relations and marketing is due to:

●

Business development reported $1.74 million in the year ended March 31, 2025 (2024 - $3.67 million). The decrease of $1.93 million is a result of fewer consultants engaged to perform business development functions.

●

Marketing and investor awareness reported $869,989 in the year ended March 31, 2025 (2024 - $2.40 million). The decrease of $1.53 million is a result of fewer consultants engaged to perform business development functions.

●

General consulting services reported $554,079 in the year ended March 31, 2025 (2024 - $912,612). The decrease of $358,533 is a result of fewer consultants engaged to perform business development functions.

●

Legal Fees – Legal fees decreased $214,081, or 11%, to $1.80 million for the year ending March 31, 2025, compared to $2.02 million for the prior year. Legal fees were 6% of cash expenses for the years ending March 31, 2025, and 2024. This decrease is mainly due to the reduction of special projects conducted during the year ending March 31, 2025 that required the support of external counsel compared to the prior year.

●

Management Fees – Management fees relate to costs associated with Board members. Management Fees increased by $105,599, or 257%, to $146,666 for the year ending March 31, 2025, compared to $41,067 for the prior year. The increase is related to higher fees paid to the new Chairman of the Company, who joined the Board in September 2024.

●

Office and General Expenses – relates to subscriptions, insurance, transaction fees, and general expenses of the Company. Office and general expenses increased $171,539, or 10%, to $1.88 million for the period ending March 31, 2025, compared to $1.71 million for the prior year. Office and general expenses remained consistent at approximately 5-6% of cash expenses for both years. The increase is due to higher fees incurred with a professional employment agency to contract employees outside of the United States and Canada, higher expenses due to transaction fees paid to the Canadian Exchange, and higher general expenses, including subscriptions.

●

Personnel Expenses – relates to general and administrative payroll costs. Personnel expenses decreased $131,897, or 4%, to $3.58 million for the period ending March 31, 2025, compared to $3.71 million for the prior year. Personnel expenses remained consistent at 11% of cash expenses for both years.

●

Rent – relates to the rent paid for various office and other spaces used by the Company. Rent expense increased by $64,127, to 239% $90,965 for the year ending March 31, 2025, compared to $26,838 for the prior year. Rent expense was less than 1% of cash expenses for both years. Rent increased for 2025 as the Company had to rent additional space to test and prepare various projects under development or being tested.

●

Research and Development – relates to payroll and contractor costs associated with the development of the Company’s product. Research and development increased by $3.12 million, or 26%, to $15.14 million for the year ending March 31, 2025, compared to $12.02 million for the prior year. Research and development was 47% of cash expenses for the year ending March 31, 2025, compared to 37% for the prior year.

●

Travel and Meals – relates to expenses related to meals, airfare, transportation, and other related expenses. Travel and meals decreased by $0.48 million, or 44%, to $0.62 million for the year ending March 31, 2025, compared to $1.10 million for the prior year. Travel and meals remained consistent at approximately 2-3% of cash expenses for both years.

Non-Cash Expenses

Non-cash expenses consists of the items below. Non-cash expenses increased by $0.99 million, or 12%, to $9.10 million for the year ending March 31, 2025, compared to $8.11 million for the prior year.

	2025			% of TNCE			2024			% of TNCE			$ Change			% Change
Non-cash expenses
Depreciation		(172,425	)		2	%		(261,747	)		3	%		89,322			-34	%
Provision for contract settlement		(1,252,076	)		14	%		-			0	%		(1,252,076	)		0	%
Share based payments		(7,679,205	)		84	%		(7,850,119	)		97	%		170,914			-2	%
Total Non Cash Expenses (TNCE)		(9,103,706	)		100	%		(8,111,866	)		100	%		(991,840	)		12	%

●

Depreciation – relates to the decrease in the useful life of computer equipment. Depreciation decreased by $89,322, or 34%, to $172,425 for the year ending March 31, 2025, compared to $261,747 for the prior year. The reduction is attributable to some equipment that exceeded its three-year useful life that are no longer being depreciated.

●

Provision for contract settlement – relates to the unbilled balance of the SaaS project terminated in August 2024. Provision for contract settlement was $1.25 million for the year ending March 31, 2025. There was no comparable expense in the prior year.

●

Share based payments – relates to Black-Scholes grading vesting of stock options and RSUs granted to the Company’s employees, contractors and strategic consultants. Share based payments decreased by $170,914, or 2%, to $7.68 million for the year ending March 31, 2025, compared to $7.85 million for the prior period. The reduction is primarily due to a shorter vesting period associated with the 2024 stock option grants, resulting in a higher front-loaded expense in the prior year. In contrast, the 2025 stock option grants follow a longer vesting schedule, resulting in lower expense recognition in the current period. This decrease was partially offset by a larger number of RSUs granted during the year ended March 31, 2025. See the details of the variations in the table below.

Share based payments	Stock Options			RSUs			Modification of broker’s warrants		Settlement agreement		Total
Previous year graded vesting		473,109			-			-		-		473,109
New grants Q1 2023		70,925			-			-		-		70,925
New grants Q3 2023		6,390,644			127,400			-		-		6,518,044
Modification of broker’s warrants		-			-			440,604		-		440,604
Revaluation RSUs		-			148,636			-		-		148,636
Settlement agreement		-			-			-		198,801		198,801
Balance, March 31, 2024	$	6,934,678		$	276,036		$	440,604	$	198,801	$	7,850,119

Previous years graded vesting		675,250			-			-		-		675,250
Previous years RSUs revaluation		-			(231,386	)		-		-		(231,386	)
New grants Q1 2024		128,287			29,948			-		-		158,235
New grants Q2 2024		1,542,912			3,049,516			-		-		4,592,428
New grants Q3 2024		1,291,759			2,621,935			-		-		3,913,694
Cancelled options / RSUs		(1,416,299	)		(12,717	)		-		-		(1,429,016	)
Balance, March 31, 2025	$	2,221,909		$	5,457,296		$	-	$	-	$	7,679,205

Total Operating Expenses

Total operating expenses increased by $0.89 million, or 2%, to $41.30 million for the year ending March 31, 2025, compared to $40.41 million for the prior year. This increase is primarily due to $0.99 million in non-cash expenses associated with the provision for contract settlement, which was partially offset by lower share based payments ($0.17 million) and depreciation ($0.09 million).

Other Items

Other items consists of the items below. Other items loss decreased by $10.7 million, or 90%, to $1.2 million for the year ending March 31, 2025, compared to a loss of $11.95 million for the prior year.

	2025			% TOI			2024			% TOI			$ Change			% Change
OTHER ITEMS:
Grant income		156,885			-13	%		154,709			-1	%		2,176			1	%
Other income		213,413			-18	%		240,293			-2	%		(26,880	)		-11	%
Accretion expense		-			0	%		(203,918	)		2	%		203,918			-100	%
Interest expense		(1,953,499	)		161	%		(348,441	)		3	%		(1,605,058	)		461	%
Legal claim expense		848,213			-70	%		(9,921,298	)		83	%		10,769,511			-109	%
Provision for losses on related party transactions		(479,808	)		39	%		(1,872,334	)		16	%		1,392,526			-74	%
Total Other Items (TOI)		(1,214,796	)		100	%		(11,950,989	)		100	%		10,736,193			-90	%

●

Grant Income – relates to the reimbursement of expenses for amounts spent on project activities related to the grant agreement with Horizon Europe, which is delegated by the European Commission. Grant Income increased by $2,176, or 1%, to $156,885 for the year ending March 31, 2025, compared to income of $155,000 for the prior year. This project is expected to end in August 2026.

●

Other Income – relates to interest received from interest-bearing bank accounts. Other income decreased $26,880, or 11%, to $213,413 for the year ending March 31, 2025, compared to income of $240,293 for the prior year.

●

Accretion Expense – relates to the increase in the carrying value of the discounted value of the convertible debenture converted in 2024. There was no accretion expense for the year ending March 31, 2025, compared to an expense of $203,918 for the prior year.

●

Interest Expense – relates to interest incurred in the conversion of the convertible debenture converted in 2025, interest incurred in the loan payable, and the interest related to the financing of the directors and officers insurance. Interest expense increased $1.61 million, or 461%, to $1.95 million for the year ending March 31, 2025, compared to an expense of $348,441 for the prior year.

●

Legal Claim Expense – Legal claim expense decreased $10.77 million, or 109%, to income of $0.85 million for the year ending March 31, 2025, compared to an expense of $9.92 million for the prior year. The Company recorded the total amount of $9.92 million associated with the David Thomson arbitration award confirmed by the Los Angeles Superior Court as an expense incurred during the year ending March 31, 2024, while during the following year ending March 31, 2025, we recorded as income the $1.67 million insurance payment received by Dan Mapes (President Emeritus, Director of Global Development and a director of the Company) and Gabriel René (CEO and director), which was partially offset by an aggregate of $817,787 of interest that accrued on the total award during the most recently completed fiscal year ended, resulting in an income of $0.85 million for the year ended March 31, 2025.

●

Provision for Loss on Related Party Transactions – Provision for loss on related party transactions decreased $1.39 million, or 74%, to $0.48 million for the year March 31, 2025, compared to an expense of $1.87 million for the prior year.

The provision for losses on related party transactions includes amounts due from Cyberlab LLC (“Cyberlab”) and the Spatial Web Foundation (“SWF”), entities controlled or associated with the Company’s founders, Dan Mapes and Gabriel René.

The related expenses arose primarily from payments made by the Company on behalf of these related parties to third-party vendors.

Although these amounts are expected to be settled through future service agreements, management performed a credit assessment in accordance with the current expected credit loss model under Accounting Standards Codification (“ASC”) 326. Based on this assessment, management determined that there is significant uncertainty regarding the timing and collectability of these receivables. As of March 31, 2025, management concluded that full repayment is not probable within a reasonable timeframe.

Income Taxes

The Company did not pay any income tax for the year ending March 31, 2025, compared to an expense of $2,513 for the prior year. This expense is related to the California franchise tax.

Net Loss

Net loss decreased $9.10 million, or 17%, to $43.00 million for the year ending March 31, 2025, compared to a net loss of $52.10 million for the prior year.

LIQUIDITY AND CAPITAL RESOURCES

Verses is a development-stage technology cognitive computing company specializing in researching, developing, and selling next generation intelligence software systems. We are primarily focused on developing an intelligence-as-a-service smart software platform called Genius. As described above, for the nine month period ended December 31, 2025, we reported TCE of $17.50 million, and for the nine month period ended December 31, 2024, we reported TCE of $17.26 million. Our largest cash expense is associated with research and development, comprising $8.54 million or 49% of TCE for the nine months ended December 31, 2025; $8.26 million or 48% of TCE for the nine month period ended December 31, 2024. We anticipate that research and development will continue to be our largest expense, and that we will continue to have negative operating cash flow for the foreseeable future as we continue to invest in research and product development, as well as commercialization, marketing and sales of our systems and cannot accurately project when we will generate positive operating cash flow. Our average monthly cash used by operating activities, as described below, was $2.69 million per month for the past 24 months and $2.73 million for the past 3 months, which reflects an increase in research and development. We anticipate that our average monthly cash used in operations activity will increase as we commercialize, market, and sell our systems and that over time, the revenue generated from product sales will offset the increased costs of commercialization, marketing, and sales and will position the company to generate positive operating cash flow. Our approach to managing liquidity is to ensure, to the extent possible, that we always have sufficient liquidity to meet our obligations as they become due, and we do so by monitoring cash flow and performing budget-to-actual analysis on a regular basis.

The Company has historically raised capital to fund operations, primarily through debt and equity investors, although there is no assurance that it will be able to raise funds in the future. The Company will continue to rely on such financings to generate sufficient amounts of cash and cash equivalents to cover its operating costs, satisfy short and long term capital requirements, and meet growth objectives. The ability of the Company to arrange additional financing in the future will also depend, in part, on prevailing capital market conditions. Any quoted market for the Company’s shares may be subject to market trends generally, notwithstanding any potential success of the Company in creating new revenues, cash flows or earnings.

The Company’s ability to continue its operations and to realize its assets at their carrying values is dependent upon obtaining additional financing and generating revenues sufficient to cover its operating costs. The ability of the Company to raise sufficient capital to fund operations are conditional primarily through the continuation of its agreements and investor support. The material uncertainty associated with these events and conditions may cast substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not give effect to any adjustments, which would be necessary should the Company be unable to continue as a going concern. In such circumstances, the Company would be required to realize its assets and discharge its liabilities outside of the normal course of business, and the amounts realized could differ materially from those reflected in the accompanying condensed consolidated interim financial statements.

The Company’s consolidated financial statements have been prepared as a going concern, which assumes that the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has incurred losses since inception and has not yet achieved profitable operations. The Company has been relying on debt and equity financing to fund its operations in the past. While the Company has been successful in securing financing to date, there can be no assurances that it will be able to do so in the future. As noted in the report of our independent public accountants for our financial statements for the year ended March 31, 2025, the aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that such audited annual financial statements were issued.

Historically, the Company has used net proceeds from issuances of debt and equity to provide sufficient funds to meet its near-term operating expenses and other contractual obligations when due. Management plans to fund operations of the Company with its current working capital and through additional equity and/or debt financings.

In view of these matters, continuing as a going concern is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to, meets its financial requirements, raise additional capital, and the success of its future operations.

The Company’s long-term capital requirements may vary materially from those currently planned and will depend on many factors, including net sales, the timing and extent of spending on research and development efforts and other initiatives, sales and marketing activities, the timing of new products, and overall economic conditions. Any quoted market for the Subordinate Voting Shares may be subject to market trends generally, notwithstanding any potential success of the Company in creating new revenues, cash flows or earnings. The sale of additional equity would result in additional dilution to the Company’s shareholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that may restrict our operations. There can be no assurances that we will be able to raise additional capital on terms that are attractive to us or at all. The inability to raise capital would adversely affect our ability to achieve our business objectives.

	December 31, 2025			March 31, 2025
Cash		67,954			4,816,906
Current assets, including cash		2,099,705			6,183,082
Total Assets	$	2,290,444		$	6,376,575

Current liabilities		15,347,167			15,106,292
Other liabilities		141,036			139,039
Shareholder’s deficiency		(13,197,759	)		(8,868,756	)
Total liabilities and shareholder’s deficiency	$	2,290,444		$	6,376,575

Cash decreased to $67,954 as of December 31, 2025, compared to $4.82 million as of March 31, 2025. Working capital is current assets minus current liabilities, including the current portion of long-term debt. The Company had a working capital deficit of $8.04 million as of December 31, 2025, compared to a working capital deficit of $8.92 million as of the fiscal year ended March 31, 2025.

For the nine months ended	December 31, 2025			December 31, 2024			Change
Cash provided by (used) in operating activities	$	(21,788,300	)	$	(24,762,761	)	$	2,974,461
Cash provided by (used) in investing activities		(65,285	)		(30,580	)		(34,705	)
Cash provided by (used) in financing activities		17,025,432			24,448,030			(7,422,598	)
Foreign exchange effect on cash		79,201			329,535			(250,334	)
Net change in cash during the period	$	(4,748,952	)	$	(15,776	)	$	(4,733,176	)

Cash used in operating activities is comprised of net loss, add-back of non-cash expenses, and net change in non-cash working capital items. Cash used in operating activities decreased by $2.98 million to $21.79 million during the nine months ended December 31, 2025, compared to $24.76 million during the nine months ended December 31, 2024. The increase is primarily due to a higher provision for legal claim ($2.48 million) and higher accounts payable ($899,887).

Cash used in investing activities primarily reflects purchases of computer equipment. During the nine months ended December 31, 2025, the Company capital expenditures associated with computers and other equipment increased by $34,704 to $65,285, compared to $30,580 during the nine months ended December 31, 2024.

Cash provided by financing activities relates to the instruments used by the Company to fund its working capital needs. Cash provided by financing activities was $17.02 million during the nine months ended December 31, 2025 compared to $24.48 million during the nine months ended December 31, 2024.

○

During the nine months ended December 31, 2025 the Company received (used)

	-	Received $13.17 million net proceeds from the issuance of Units.
	-	Received $1.57 million net proceeds from the issuance of equity instruments. Received $495,880 net proceeds from the issuance of contingent receivable. Received $1.86 million net proceeds from the issuance of convertible debentures.
	-	Used $(25,993) as expenses related to the European Grant (Horizon Europe, which is a program delegated under the European Commission).
	-	Used $(1.938) on the repayment of loans.

○

During the nine months ended December 31, 2024 the Company received (used)

	-	Received $10.00 million for the issuance of convertible debentures.
	-	Received $8.14million net proceeds from the issuance of special warrants.
	-	Received $6.17 million net proceeds from the issuance of Units.
	-	Received $2.02 million from the issuance of equity instruments. Received $122,748 from the European Grant (Horizon Europe, which is a program delegated under the European Commission).
	-	Used $(2.00) million on the repayment of promissory notes.

BUSINESS

Overview

Background

We believe society is transitioning from the information age to the intelligence age and that artificial intelligence (“AI”) and the AI industry will experience rapid growth it will still face several challenges, such as:

	●	Unreliability: LLMs do not “reason” about goals; they only predict fragments of text (tokens). They cannot tell the difference between fundamental objectives that truly matter and intermediate steps, so their recommendations need human review to avoid gaps, duplication and wrong priorities. However, users will not usually know when results need to be checked unless they learn core skills, such as how to do decision analysis.

	●	Technological Limitations: Current AI technologies are limited primarily to sophisticated pattern recognition and prediction but do not have the ability to understand the real world, or to reason, plan, and learn. AI models based on the mainstream approach to Deep Learning (“DL”) and Reinforcement Learning (“RL”) are constrained by the quantity and quality of data. Finally, existing AI models do not update automatically and once they are programmed or trained, they require considerable time and money to retrain or update.

	●	Narrowly Applicable and Lack of Interoperability: The textual and graphical outputs of Generative AI models such as ChatGPT (OpenAI), Gemini (Google), Midjourney, and others are single purpose tools. We believe they are incapable of adapting to and overcoming changing conditions and dealing with uncertainty, learning new concepts and performing a broad array of tasks and activities. To achieve human-level intelligence and beyond, we believe that software models and AI agents must be curious and understand what they are doing and why they are doing it, be able to adapt, share what they learn, and explain how they learned it.

	●	Scale: Generative AI is expensive to develop, and requires large amounts of data, labor, computation, and energy.

Our Approach to Developing Artificial Intelligence

In collaboration with Professor Friston, Verses approaches Active Inference in what we believe is a unique process that created three differentiators from other AI models.

Domain Specific Models: Genius allows users to create a domain-specific cause-and-effect model of their world using their own data. This model is designed to enable users to zoom in or out of various levels of detail, similar to how one can view their house on Google Maps. At a high zoom level, you see specific features, like a trampoline in the garden, while at a low zoom level, you view the entire city or country. Our models are efficient as they are designed to focus on particular problems, providing clear explanations or insights into why certain recommendations or predictions are made while the user is in full control of their data at all times.

	2.	Specialization: Genius is designed to approach problem-solving in a modular process similar to how the human brain operates with task specific regions. For example, different regions of the human brain is responsible for differing functions: the occipital lobe is responsible for vision, the temporal lobe handles planning, and the frontal cortex manages motor control. Our modular process enables Genius to run more efficiently with less compute, memory, and energy.

	3.	Network Effect. Genius enables data, devices, and agents to work together, just as humans are more effective when working as a team.

We believe that our approach gives us a competitive advantage in several key areas:

	●	Product advantage: Our approach provides the first principles mathematical foundation for how our AI learns and makes decisions. We believe that our models are more explainable to humans and therefore easier to rely on, which is particularly important in regulated or high-stakes environments.

	●	Technical advantage: Our approach is grounded in real-world physics and biology, which we believe enables us to model physical and biological systems more accurately and allows us to automate decision making in uncertain conditions as compared to traditional digital-only approaches that only operate conceptually. This is very useful for enterprise applications involving real-world processes, such as financial portfolio asset allocation, supply chain optimization, materials design, and human behavior modeling.

	●	Efficiency advantage: Our approach mirrors nature, which we believe provides advantages in terms of efficiency in compute usage, memory usage, power consumption and in speed.

Product Offerings

Genius

Competition

The markets in which we operate are competitive and evolving rapidly. Genius directly or indirectly competes in a number of categories against leaders in AI, including Scale AI, OpenAI, Anthropic, Cohere, C3 AI, and Mistral, all of which employ an approach that can be classified as generative AI.

Because the companies listed above use technology that is fundamentally different from ours, we believe that their users will hit a wall of performance or capability which will bring them to us to solve their problem.

Our competition is really lack of awareness of VERSES technology and the status quo of other technologies

The principal competitive factors in the market in which the Company operates are:

	●	the ability to provide capabilities that reliably and efficiently meet current and future technology requirements;

	●	ease of deployment;

	●	explainability;

	●	customer relationship, reputation, and brand recognition;

	●	resources for customer, technology and platform supports; and

	●	strength of sales and marketing efforts.

VERSES expects competition to change as the market continues to grow, evolve and attract new market entrants, especially smaller emerging companies focused on different AI tools and platforms.

Competitive Strengths

We believe we have several competitive strengths including, but not limited to the following:

	Team and Domain Expertise. Professor Karl Friston, our Chief Scientist, developed the Active Inference framework and leads the Company’s research and development team which is composed of experienced researchers and engineers from a range of disciplines, including neuroscience, robotics, enterprise SaaS, media, and systems integrations.

	Product and research. We believe Genius allows our customers to accelerate time-to-value for machine learning researchers, engineers and data scientists working on enterprise-class challenges.

Growth Strategy

●

Genius: To demonstrate the versatility and broad applicability of Genius’ unique value proposition of making AI more reliable, explainable and efficient with Active Inference, we anticipate that we will be working closely with domain experts, consultants and resellers in various sectors to support Genius training, education, deployment, tool development, and implementation.

	●	Genius for Financial Services: Early feedback from customers have identified opportunities and use cases in the financial services sector where Genius can help to more accurately predict macroeconomic changes for large pension and wealth funds. Because of this, interest and strong market fit we are focusing our efforts in this space

	●	New Products: We may discover the need or opportunity to develop first party applications powered by Genius which may enhance the attractiveness of the platform or may be an opportunity for us to generate additional revenue in different sectors.

●

Strategic & Accretive M&A: We may identify acquisition opportunities that could have a number of benefits including: expanding customer relationships, accelerating AI tools and leveraging additional AI infrastructure. These opportunities could range materially in size and scale.

Sales and Marketing

Our sales team is initially focused on new sales opportunities mostly within our enterprise and channel partner ecosystem.

To generate demand, we have developed a library of whitepapers, demonstrations and proofs-of-concept generated by our research and development (“R&D”) team to help qualify and quantify the business value of continued investment or inspire new product development.

Research and Development

Our research and development (“R&D”) team, led by Professor Karl Friston, our Chief Scientist, is comprised of experts in computational neuroscience, which is the study of the principles that govern the development, structure, physiology, and cognitive abilities of the brain and the nervous system, and how these mathematical and statistical models can be applied in software.

The core function of our R&D team is to explore and develop new techniques and emerging technologies while working closely with our engineering staff to align outcomes with commercial product objectives. Among other things, the team generates whitepapers, demonstrations and proofs-of-concept in order to help qualify and quantify the business value of continued investment or inspire new product development.

Our team of multi-PhD researchers have collectively published more than 2,000 papers and bring a diverse set of competencies and expertise including:

	Active Inference;

	Bayesian Scene Graphs;

	Cognition and Neuroscience Modeling;

	Computational Phenomenology;

	Control Theory;

	Eco-Bio-Psycho-Social;

	Free Energy Principle;

	Model-based Reinforcement Learning;

	Social Sciences (philosophy, neuroscience, psychology, anthropology); and

	Swarm Intelligence.

Currently, we use a combination of open-source datasets (e.g. Habitat 1K) under standard open source licenses (e.g. MIT License), and proprietary simulated datasets we generated for research experimentations . We have no plans to use any personally-identifiable-information or other form sensitive data to train our systems, and we intend to avoid storing and/or processing any personally-identifiable-information or other sensitive information about or from members of the public to the fullest extent possible.

RECENT DEVELOPMENT

Recent Developments

March 27, 2026, the Company announced that it had closed the second tranche of the March Offering consisting of 473,500 March Units. Pursuant to the second tranche of the March Offering, the Company raised gross cash proceeds of C$355,125 (approximately US$257,318) before deducting commissions and expenses incurred in connection with the March Offering. The net proceeds of the second tranche of the March Offering were intended to strengthen the Company’s financial position and provide liquidity to finance continuing operations, including, in particular, the Company’s expenses incurred, and expected to be incurred, in connection with the Company’s research and development objectives, and for working capital and general corporate purposes.

Intellectual Property Portfolio

VERSES recognizes the importance of its intangible assets such as business methods, software applications, A.I. models, brand names, relationships with customers and partners and trade secrets. To protect this valuable intellectual capital, VERSES periodically reviews opportunities to register copyrights, trademarks, and patents in the United States and (where applicable) countries throughout the world. The following subsections include the Company’s first registered patent, along with various provisional and non-provisional patent applications. It also includes trademark registrations that the Company has obtained in the U.S. and European Union.

Registered Patents

●

On August 20, 2025, the Company was awarded its first registered patent. The former non-provisional application titled “METHOD AND SYSTEM FOR SPECIFYING AN ACTIVE INFERENCE BASED AGENT USING NATURAL LANGUAGE” (non-provisional application serial number 18/770,654) was allowed by the U.S. Patent and Trademark Office (“USPTO”) and assigned Registration No. 12,393,581.

Non-Provisional Patent Applications

As of February 2026, the following non-provisional applications have been filed and are currently pending at the United States Patent & Trademark office (“USPTO”):

		“METHOD AND SYSTEM FOR AUTOMATICALLY DEVELOPING RULES FOR AGENTS DRIVING DEVICE BEHAVIOR”, U.S. non-provisional application serial number 18/651,479 (converted from provisional on April 30, 2024).

	●	“METHOD AND SYSTEM FOR PROBABILISTIC QUERYING OF A VECTOR GRAPH DATABASE,” U.S. non-provisional application serial number 18/783,398 (publication no. 2025/0053561-A1).

	●	“METHOD OF UPDATING GRAPH DATABASES BY USING COMPUTATION GRAPHS” , U.S. non-provisional application serial number 18/809,219 (converted from provisional on August 19, 2024).

	●	“A METHOD FOR AUTOMATICALLY EXPANDING FACTOR GRAPH DATABASE,” U.S. non-provisional application serial number 18/927,933 (publication no. 2025/0139064-A1).

	●	“A METHOD FOR GENERATING USER SPECIFIC INTERFACES USING GENERATIVE UI, U.S. non-provisional application serial number 18/963,247 (converted from provisional on February 2, 2025).

	●	“A METHOD OF IMPROVING TEXT VECTORIZATION USING DEPTH FIRST SEARCH AND RADIX TREES,” U.S. non-provisional application serial number 19/004,267 (publication no. 2025/0225182-A1).

	●	“A METHOD FOR EXTRACTING, TRANSFORMING AND LOADING LEGAL INFORMATION ONTO AUTONOMOUS AGENTS USING LARGE LANGUAGE MODELS AND COMPUTER GRAPH DATABASES”, U.S. non-provisional application serial number 19/043,493(converted from provisional on February 2, 2025).

	●	“A METHOD OF DIGITAL DOCUMENT REVIEW USING FACTOR GRAPH DOCUMENT DATABASES,” U.S. non-provisional application serial number 19/064,659 (publication no. 2025/0272512-A1).

	●	“A METHOD OF INTERAGENT COMMUNICATION IN PROBABILISTIC AGENTS IMPLEMENTING FACTOR GRAPH DOCUMENT DATABASES,” U.S. non-provisional application serial number 19/095,775 (publication no. 2025/0315703-A1).

	●	“A METHOD FOR IMPROVING LEARNING UNDER DISTRIBUTION APPROACHES TO AI AGENT ALIGNMENT USING ACTIVE INFERENCE,” U.S. non-provisional application serial number 19/264,878 (publication no. 2025/0335828-A1).

	●	“A METHOD AND SYSTEM OF IMPROVING ON HEALTH RECOMMENDER SYSTEMS”, non-provisional filed on August 8, 2025, serial number 19/294,914.

Additionally, the PCT application “METHOD AND SYSTEM FOR OPTIMIZING A WAREHOUSE” (provisional filed on September 21, 2022 and subsequently filed under the PCT ) was converted to a non-provisional on March 19, 2024, with only the USA being selected for localization (new non-provisional application serial number 18/693,486).

Provisional Patent Applications

As of March 2026, the following provisional applications are currently pending with the USPTO:

●

“A SYSTEM AND METHOD FOR THE DISCOVERY OF VIABLE BAYESIAN MODELS BY SUBJECT MATTER EXPERTS”, 63/795,510, filed on March 31, 2025.

Provisional applications are not official patents and do not provide prosecutable intellectual property protection. However, the provisional application for a patent allows the Company to obtain an official filing date before public disclosure of an invention. This filing date ensures, if the application is successful, that no other provisional application made in respect of the same invention filed after the filing date, is able to proceed with the patent application. Once a provisional application is filed, the Company has 12 months to file a formal non-provisional application. Once a non-provisional application is submitted, the review process can take approximately two to four years. Additionally, while a provisional application is active, an applicant may file a patent application under the Patent Cooperation Treaty (“PCT”) for the purposes of seeking international patent protection. A PCT application extends the filing deadline of a non-provisional patent application by up to 18 months which means that under the PCT regime, it can take up to 30 months for a non-provisional patent application to be filed in connection with a provisional application. Except for patent applications filed under the PCT, the 12-month period for the filing of a formal non-provisional application cannot be extended.

A decision was made by management and legal advisors not to continue to pursue a third provisional application that had been filed in 2025 (“A METHOD AND SYSTEM FOR IMPLEMENTING LEGAL DECISION MAKING IN ARTIFICIAL INTELLIGENCE SYSTEMS USING ACTIVE INFERENCE”, 63/752,789, filed on February 2, 2025”) due, inter alia, to a lack of alignment with broader company and product strategies.

Trademarks

As of March 2026, the Company (or one of its subsidiaries) has the following registered trademarks:

	●	U.S. Registration No. 5838650 (“VERSES”) in International Class 42, registered on August 20, 2019;

	●	U.S. Registration No. 7201904 (“VERSES”) in International Class 42, registered on October 24, 2023;

	●	U.S. Registration No. 7201550 (“V VERSES”) in International Class 42, registered on October 24, 2023;

	●	U.S. Registration No. 7248436 (“IMAGINE A SMARTER WORLD”) in International Class 42, registered on December 19, 2023;

	●	U.S. Registration No. 7080725 (“WAYFINDER”) in International Class 42, registered on June 13, 2023;

	●	U.S. Registration No. 5839158 (“THE POWER OF SMART SPACE”) in International Class 42, registered on August 20, 2019;

	●	U.S. Registration No. 6811022 (“VERSES SPATIAL WEB PROTOCOL”) in International Class 42, registered on August 9, 2022;

	●	U.S. Registration No. 7289102 (“SPATIAL INTELLIGENCE MANAGEMENT”) in International Class 42, registered on January 23, 2024;

	●	European Registration Serial No. 18392857 (“VERSES”) in Class 42, registered on June 12, 2021;

	●	European Registration Serial No. 18392876 (“WAYFINDER”) in Class 42, registered on June 12, 2021;

	●	European Registration Serial No. 18392878 (“POWERING THE SPATIAL WEB”) in Class 42, registered on June 12, 2021;

	●	European Registration Serial No. 18659312 (“DOMAINFLOW”) in Class 9, registered on July 20, 2022; and

	●	European Registration Serial No. 18658983 (“SIMFLOW”) in Class 9, registered on August 24, 2022.

In addition, we have filed the following trademark applications with the USPTO:

	●	U.S. Application No. 97853452 (“AI REIMAGINED”) in International Class 42;

	●	U.S. Application No. 98071341 (“GENIUS”) in International Classes 9 and 42;

Copyrights

The Company claims common law copyrights in and to its application source code, software libraries, algorithms, user interfaces, audio/visual content, websites, logos, and other original works of authorship.

Government Regulations

VERSES is currently regulated under various laws in all of the jurisdictions in which it conducts business and is licensed or registered in those jurisdictions where such licensing or registration is required by law. Changes in regulatory legislation or the interpretation thereof, or the introduction of any new regulatory requirements, could have a negative effect on VERSES and its operating results. There are different regulatory and registration requirements in each of the jurisdictions in Canada. VERSES takes the position that it is appropriately registered in the jurisdictions in which it conducts business. However, it may voluntarily seek additional registration in respect of its activities or from time-to-time regulators may adopt a different view that may require VERSES to seek additional registration. Failure to be appropriately registered could result in an enforcement action and potential interruption of certain of VERSES’ servicing or other activities and may result in a default under servicing agreements. This could have a material adverse effect on VERSES’ business, financial condition and results of operations.

The legal and regulatory issues with AI in the United States and globally are complex and evolving rapidly. As a company engaged in the development and deployment of advanced AI model training methodologies and related technology, we face a range of legal and regulatory risks that could materially affect our operations, financial condition, and results of operations. For some issues, there is uncertainty how existing laws will be applied to AI and agentic systems. Depending on how existing AI laws and regulations are implemented and interpreted, we may have to make changes to our business practices and products, including Genius, to comply with such obligations.

There is currently no comprehensive federal AI regulatory framework in the United States. However, there are an increasing number of federal, state and local AI-related laws and rules that govern specific AI-related activities. Also, certain foreign AI regulations (e.g., the EU AI Act) may have an extraterritorial effect and cover U.S. activities conducted by the Company. As AI laws and regulations are enacted, implemented, interpreted and enforced, we may have to make changes to our business practices and products, including Genius, to comply with these and other obligations.

The regulatory issues relating to the use of various types of data to train AI models are also complex and evolving rapidly. Our Genius product involves development of intelligent AI agents that continuously learn, adapt, and evolve in real time. Genius also enables agents to interact with one another and download models and other data. While the real time nature of the agents can be beneficial, this characteristic may preclude the ability to effectively test agents before use. It is possible that regulatory issues may adversely impact our ability to use certain data. We may have to make changes to our business practices and products, including Genius, to comply with such obligations.

The regulatory issues relating to the accuracy, explainability, transparency, bias and other potential issues with AI systems are complex and evolving rapidly. The real-time nature of our AI and agentic systems may preclude the ability to effectively test agents before use for these issues.

Certain rules and regulations concerning the use of AI in highly-sensitive market sectors, such as employment, education, lending, housing and healthcare may involve making consequential decisions that may impact individuals. Certain activities of our agents may relate to these activities. We may have to make changes to our business practices and products, including Genius, to comply with such obligations.

Some U.S. states (e.g., Colorado, Utah, Texas and California) have passed AI laws with varying scope and associated compliance obligations. Many of these laws are very recent, and the state legislatures have not yet adopted implanting regulations for them. We may have to make changes to our business practices and products, including Genius, to comply with such obligations.

Employees

As of March 31, 2026, we employed a total of 11 full-time employees, no part-time employees and 13 consultants. We are not a party to any collective bargaining agreements. We believe that we maintain good relations with our employees.

Facilities

Our head office is located at 1111 West Hastings Street, 15th Floor, Vancouver, British Columbia, V6E 2J3. We lease additional offices located at 2121 Avenue of the Stars, 8th Floor, Los Angeles, California, 90067, and High Tech Campus 6a 5656 AE Eindhoven, Netherlands. We believe that our existing facilities are suitable and adequate to meet our current needs. We intend to add new facilities or expand existing facilities as we add employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Other than as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

July 13, 2022, David Thomson, a former independent contractor, filed a claim against one of the Company’s U.S. subsidiaries, VTU, Cyberlab LLC, and two directors/officers of the Company in Los Angeles Superior Court. The claim alleged violations of various sections of the California Corporations Code, breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. Plaintiff claimed as much as $5,000,000 in damages, subject to proof. On September 1, 2022, VTU filed an answer denying any wrongdoing, and also made its own counterclaim against Mr. Thomson. The cross-claims against David Thomson included: (i) misappropriation of trade secrets; (ii) breach of contract; (iii) violation of the California Computer Data Access and Fraud Act (“CDAFA”); and (iv) violation of the Economic Espionage Act along with three additional cross-claims (alleging violation of the Computer Fraud and Abuse Act, conversion, violation of the Stored Communications Act, respectively) that were subsequently dismissed by the Court. VTU, for its part, sought to recover both compensatory and punitive damages from Mr. Thomson, as well as restitution of any ill-gotten gains and an award of reasonable attorneys’ fees. The arbitration was conducted for a total of 13 days over a period from February 5 through April 3, 2024, via a single arbitrator at the American Arbitration Association. The CDAFA claim was dismissed by the Arbitrator, but the claims for trade secret misappropriation, breach of contract and unjust enrichment were allowed to move forward. A final arbitration award was issued on May 17, 2024. The final award imposed liability against: (i) VTU, jointly and severally with Cyberlab, LLC, a company owned by the Company’s former president and current President Emeritus, Director of Global Development and a director of the Company, Dan Mapes, in the amount of $6,307,258, inclusive of interest; and (ii) Cyberlab, LLC, VTU and its principals, Gabriel René and Dan Mapes, jointly and severally, for damages in the amount of $1,900,000, interest of $709,973 costs of $64,303 and the fees of plaintiff’s counsel totaling $920,231. To resolve their part of joint and several liability, Mr. René and Mr. Mapes are working toward satisfying the portion of the award that applies to them as individuals, including $1,666,000 proceeds from insurance. The remaining liability belongs to VTU. Initial good faith payments of $1,791,000 have been made to the claimant. On January 24, 2025, Mr. Thomson filed a Petition to Confirm the Arbitration Award with the Los Angeles Superior Court. A hearing on the Petition was held and on May 8, 2025, the Petition was confirmed for approximately $9,900,000 million together with interest accrued thereon. We recorded the total amount of this award as an expense incurred during our fiscal year ended March 31, 2024, while in the following fiscal year we recorded as income the $1,666,000 insurance payment received by Mr. Mapes and Mr. René, which was partially offset by an aggregate of $817,787 of interest that accrued on the total award during the most recently completed fiscal year ended. On August 11, 2025, Mr. Thomson served counsel for VTU with a motion seeking $500,000 in additional attorneys’ fees and costs. Mr. Thomson has applied for an order compelling the individual defendants (Mapes and René) to turn over an allotment of their individually-owned VAI shares (1,158,333 each, for a combined total of 2,316,666) towards the aforementioned judgment (the “Turnover Order”). A hearing was held and on January 21, 2026 the Court granted the Turnover Order. Mssrs. René and Mapes are currently exploring possible appeal options that may be available.

August 10, 2024, the Company learned that a complaint (the “Complaint”) had been filed in the Los Angeles Superior Court on June 21, 2024 by a former employee (the “Complainant”) against one of the Company’s US subsidiaries (VERSES, Inc. or “VINC”) and one of its employees in their individual capacity. The Complainant worked for VINC but had been terminated several weeks prior by VINC for poor work performance. The Complaint alleged, inter alia, gender harassment; gender discrimination; race discrimination; race harassment; retaliation; and wrongful termination, while seeking to recover as much as $3,500,000 in general and special compensatory damages, subject to proof. The Company (and VINC) for its part, disputed the allegations, and considered the Complainant’s termination to have been completely proper and justified under applicable law. In August 2025, without admission of any liability or wrongdoing, the Company entered into a Settlement Agreement and Release with the Plaintiff that settled and released all of the claims in the action.

November 7, 2025, a subsidiary of the Company (VTU) was served with a copy of a summons and complaint for a Wyoming civil action for, inter alia, breach of contract and unjust enrichment from a Florida resident (Philip Plough) based upon a ~$35,000 loan (paid in cryptocurrency) made to an unrelated third party entity (XYZ Global Technologies, Inc.) Along with XYZ, VTU and the Company, Mr. Mapes and Mr. Rene were also named in the Complaint as individuals along with a consulting firm (Gresham International America LLC) that specializes in fintech compliance services. The Complaint seeks $1,856,000 in compensatory damages, as well as punitive / exemplary damages and injunctive relief. On or about January 8, 2026, counsel for Plaintiff served a group of applications for default on all defendants — including the Company and others that claim to have never been properly served or that have challenged the court’s jurisdiction. Because VTU is a Wyoming corporation, it did not challenge proper service or jurisdiction, and an Answer was filed on its behalf in late December 2025, though this was later stricken by the Court on procedural grounds. VTU and the Company each deny the allegations made in the case highlighting that the loan document in question (i.e. a promissory note) makes no mention of VTU or the Company, and that neither entity had any involvement with or received any funds from the 2018 loan to XYZ. XYZ has never done any business with VTU or the Company, and neither entity has any stock or other ownership interest in or day-to-day involvement with XYZ. Likewise, XYZ owns no stock in or has any day-to-day involvement with the Company or with VTU. The case is in its early stages, and no hearings have been held and no discovery has been taken by any party.

Our Corporate Information and History

The Company was incorporated on November 19, 2020, pursuant to the Business Corporations Act (British Columbia) (the “BCBCA”) under the name “Chromos Capital Corp.” On June 17, 2021, the Company changed its name to “Verses Technologies Inc.” in connection with the Amalgamation (defined below). On March 31, 2023, the Company changed its name to “Verses AI Inc.”

The Amalgamation

On April 13, 2021, the Company (formerly Chromos Capital Corp.), Verses Technologies Incorporated, an entity formed for the purposes of providing capital to the Company (“Former Holdco”), and 1288098 B.C. Ltd., a then wholly-owned subsidiary of the Company formed for the sole purpose of effecting a three-cornered amalgamation of the Company (“Chromos Subco”) (the “Amalgamation”), entered into an amalgamation agreement (the “Amalgamation Agreement”).

Immediately prior to the Amalgamation:

●	the Company had 284,615 common shares issued and outstanding;

●	Former Holdco had 250,000 common shares issued and outstanding (each, a “Former Holdco Share”) and 46,296 common share purchase warrants (each, a “Former Holdco Warrant”), each Former Holdco Warrant entitling the holder thereof to acquire one Former Holdco Share at a price of $10.80 per share; and

●	Chromos Subco had one common share issued and outstanding.

Pursuant to the Amalgamation Agreement, the parties completed the Amalgamation on May 28, 2021 whereby Chromos Subco amalgamated with Former Holdco under Section 269 of the BCBCA to form Verses Holdings Inc., which became a wholly owned subsidiary of the Company (“Holdco”). Additionally, in accordance with the terms of the Amalgamation Agreement:

●	250,000 Former Holdco Shares were cancelled, and in consideration therefor, each Former Holdco shareholder received one common share at a deemed price of $2.70 per common share in exchange for every one Former Holdco Share held by such holder; and

●	46,296 Former Holdco Warrants were cancelled, and in consideration therefor, each Former Holdco Warrant holder received one common share purchase warrant of the Company for every one Former Holdco Warrant held by such holder on substantially the same terms and conditions as the Former Holdco Warrants, each warrant exercisable at a price equal to the exercise price of each Former Holdco Warrant, being $10.80 per common share.

Holdco did not hold any assets or operate the VERSES business following the Amalgamation and was dissolved on March 31, 2023.

VTU Contribution

On June 21, 2021, the Company, VTU, each of the holders (the “VTU Shareholders”) of Class A shares (“VTU Class A Shares”) and Class B shares (the “VTU Class B Shares, together with the VTU Class A Shares, the “VTU Shares”) of common stock of VTU and certain individuals delivering a shareholder consent agreement (the “Consent Parties”, together with the VTU Shareholders, the “VTU Contributors”) entered into a contribution agreement (the “Contribution Agreement”) whereby the Company acquired all of the outstanding VTU Shares (the “VTU Contribution”). Pursuant to the terms of the Contribution Agreement:

●	each Consent Party entered into a subscription agreement with VTU whereby the Consent Parties received VTU Class A Shares prior to the transfer of VTU Shares under the Contribution Agreement;

●	the VTU Contributors transferred all the issued and outstanding VTU Shares to the Company;

●	in exchange for the VTU Class A Shares, the Company issued to the VTU Contributors one Class A Subordinate Voting Share for each VTU Class A Share held prior to the transfer of VTU Class A Shares to the Company; and

●	in exchange for the VTU Class B Shares, the Company issued to the VTU Contributors one Proportionate Voting Share for each VTU Class B Share held prior to the transfer of VTU Class B Shares to the Company.

The VTU Contribution was completed on July 20, 2021, whereby the Company issued a total of 183,142 Class A Subordinate Voting Shares and 370,370 Proportionate Voting Shares to the VTU Contributors. 185,185 Proportionate Voting Shares were issued to each of Gabriel René, Chief Executive Officer and a director of the Company, and Dan Mapes, President Emeritus, Director of Global Development and a director of the Company.

To facilitate the VTU Contribution, the Company changed the identifying name of the common shares to “Class A Subordinate Voting Shares”, being the Subordinate Voting Shares, and altered its authorized share structure by creating an unlimited number of Class B Proportionate Voting Shares, being the Proportionate Voting Shares (the “Share Alteration”). The Share Alteration was approved by the holders of the Company’s common shares on July 19, 2021 and was made effective July 20, 2021. In connection with the Share Alteration, the Company also amended its articles to add special rights and restrictions to the Class A Subordinate Voting Shares and Proportionate Voting Shares.

On May 30, 2024, the Company converted the 370,370 outstanding Proportionate Voting Shares into an aggregate of 2,314,815 Class A Subordinate Voting Shares.

On March 27, 2025, the Company effectuated a one-for-nine reverse stock split of its issued and outstanding Class A Subordinate Voting Shares.

As of August 20, 2025, the Company has: (i) two directly wholly-owned subsidiaries: VERSES Technologies USA Inc. and Verses Solutions, Inc. (“VSI”); and (ii) six indirectly wholly-owned subsidiaries: VERSES Operations Canada Inc., VERSES Logistics Inc., VERSES Health, Inc., VERSES Realities, Inc., VERSES, Inc. and VERSES Global B.V. (each, an “Indirect Subsidiary”). Each of VTU, VSI and certain of the Indirect Subsidiaries operate different segments of the VERSES business and are focused on developing different parts and aspects of the Company’s flagship product, Genius.

The head office and registered and records office of the Company is located at 1111 West Hastings Street, 15th Floor, Vancouver, British Columbia, V6E 2J3. The Company also has offices located at 2121 Avenue of the Stars, Suite 800, Los Angeles, California, 90067 and High Tech Campus 6a 5656 AE Eindhoven, Netherlands. The Company’s phone number is (310) 988-1944.

MANAGEMENT

The following table provides information regarding our executive officers and members of our Board of Directors (ages as of the date of this prospectus):

NAME	AGE	POSITION
David Scott	56	Interim Chief Executive Officer and Director
James Hendrickson	47	President and Chief Operating Officer
James Christodoulou	66	Chief Financial Officer
Hari Thiruvengada	47	Chief Technology Officer
Michael Blum	49	Chairman
Jonathan De Vos	50	Director

The business background and certain other information about our executive officers and directors are set forth below.

David Scott, Interim Chief Executive Officer and Director

David Scott has served as a member of the Company’s Board of Directors since October 12, 2025 and assumed the role of Interim Chief Executive Officer on February 8, 2026. Mr. Scott has also been the Chief Executive Officer of Evil Genius Games since 2022. He previously served as Vice President of Global Marketing Strategy, Analytics, and Operations at Amazon Web Services, from 2019 to 2022, where he was responsible for marketing operations, analytics, and corporate strategy. Mr. Scott has more than 25 years of experience in senior leadership roles across public and private companies, including Amazon Web Services, Twitter, AT&T, Oracle, PeopleSoft, Honeywell, and General Electric, as well as multiple venture-backed startups. He has founded and exited three venture-backed companies. Mr. Scott holds dual bachelor’s degrees in Computer Science and Political Philosophy from The College of William & Mary and an MBA from The Wharton School of the University of Pennsylvania, where he was a Robert Toigo Scholar and Sol C. Schneider Scholar. The Company believes that Mr. Scott’s experience in executive leadership, technology, and corporate governance qualifies him to serve as a member of the Board of Directors.

James Hendrickson, President and Chief Operating Officer

James Hendrickson has served as the President of the Company since April 2025 and Chief Operating Officer of the Company since June 2024. In addition, he has served as President & General Manager of VERSES Logistics Inc. since January 2022, where he leads a team focused on launching VERSES’ advanced AI products to enterprise customers across verticals such as supply chain, retail, IT services, transportation, and health care. Previously, he was Global Director of Strategic Partnerships and Alliances at Berkshire Grey from 2020 to 2022, a robotics startup where he led the partner strategy and helped with a Nasdaq listing in 2022. Prior to Berkshire Grey, he led new product development and marketing for a Honeywell business unit from 2018 to 2020. Mr. Hendrickson has more than 20 years of experience in sales, channel, marketing and product development roles focused on technology for supply chain and logistics. Mr. Hendrickson is a thought leader on spatial and ubiquitous computing, workflow mapping, neuromorphic compute, and end-to-end supply chain transformation. Mr. Hendrickson earned a Bachelor of Arts in English & Communications from Grove City College.

James Christodoulou, Chief Financial Officer

James Christodoulou has served as Chief Financial Officer of the Company since February 2025. From June 2024 to March 2025, Mr. Christodoulou served as Head of Capital Markets and Corporate Development at Exodus Movement, Inc. (NYSE: EXOD), a multi-asset, self-custody, crypto currency wallet, and from June 2022 to March 2024, he served as Chief Financial Officer of Collectable, an early-stage private equity sponsored company that developed an innovative FINTECH business model that democratizes the ability to own high-end collectable art and memorabilia assets that were once only available to financial institutions, collectors, or high-net-worth individuals. From March 2021 to January 2023, Mr. Christodoulou served as Chief Financial Officer of Ryze Renewables, an independent renewable diesel refining company, and from August 2018 to April 2020, he served as President, Chief Operating Officer and a director of Blink Charging (Nasdaq: BLNK), an owner, operator, provider, and manufacturer of electric vehicle charging equipment and networked electric vehicle charging services. Mr. Christodoulou’s prior experiences include Chief Financial Officer of Galeon Navigation LLC, OceanFreight Inc. (Nasdaq: OCNF, which he took public), EastWind Maritime, Inc. and General Maritime Corp., Inc. (NYSE: GMR, which he took public); President of Angelmar Corp.; Chief Executive Officer and President of Industrial Shipping Enterprises Corp.; and Managing Director of Dahlman Rose & Co. Mr. Christodoulou attended Columbia Business School and received his Bachelor of Arts in psychology from Rutgers University. Mr. Christodoulou passed his Series 7, 63, 84, and 85 FINRA licenses, and is a CFA Level III candidate.

Hari Thiruvengada, Chief Technology Officer

Hari Thiruvengada has served as Chief Technology Officer of the Company since September 2024. Prior to that, he served as Chief Product Officer of the Company from March 2024 to July 2024 and VP of Product Enterprise from June 2023 to May 2024. From September 2022 to May 2023, Mr. Thiruvengada served as Head of Enterprise Product and UX of Opendoor, a real estate company, and from May 2021 to July 2022, he served as Senior Director of Product Management from Seegrid, an autonomous mobile robot solutions company. Prior to that, Mr. Thiruvengada was at Honeywell, an appliance, electrical and electronic manufacturing company, for over 13 years serving in various capacities including Global Head Of Product Management, Honeywell Voice Solutions; North America Design Director, User Experience Design, Honeywell Intelligrated and SPS; Global Strategic Design Director - User Experience, Workflow Solutions and Services; Director - User Experience, Honeywell Connected Buildings; UX Design Manager - Global Experience Design; and Research Scientist. Mr. Thiruvengada received his PhD and Masters in Science degree in industrial engineering and human factors from Penn State University, his Master’s degree in human factors from Wright State University, his Masters in Science degree in computer science and engineering from the University of Buffalo, his Bachelor of Engineering degree from Sathyabama University and his Bachelor of Engineering degree from University of Madras.

Michael Blum, Chairman

Michael Blum has served as Chairman of the board of directors of the Company since September 2024. He co-founded and has served as President of Hedgeye Risk Management, an online financial media company and real-time research platform that brings transparency, accountability and trust to institutional and retail investors, since January 2008. Since 2024, Mr. Blum has served at President of Hedgeye Asset Management, a firm that provides access to distinguished institutional managers and their respective strategies in the form of ETFs. Since 2016, Mr. Blum has served as President of Seven7, LLC, a firm focused on identifying innovative companies across the consumer, tech, and media landscape. Since February 2014, Mr. Blum has served as a director of Hedgeye Cares, Inc., a charity organization that contributes to non-profits that assist with and address vital community needs, and since July 2013, he has served as managing director of Asia Leisure Capital, a south east Asia focused hotel and casino management and financing company. Previously, from February 2019 to August 2024, Mr. Blum served as President of Sierpinski Capital Management LLC, and Asset Manager, and from 2014 to 2017 he was Co-Founder and Chief Financial Officers of Firefly Space Systems, Inc., a space launch vehicle developer. Mr. Blum has held various other positions including Managing Director of Repulse Bay Capital Limited; Chief Executive Officer and Director of Magneto Sands Ltd.; Director of LFTG Holdings; Director and Acting Chief Executive Officer of XCOR Aerospace; and Senior manager of PayPal. We believe Mr. Blum is qualified to serve as a member of the board of directors of the Company because of his extensive executive, financial and entrepreneurial experience in the United States, Europe and Asia.

Jonathan De Vos, Director

Jonathan De Vos has served as a director of the Company since April 2022. Mr. De Vos is an investment professional based in London, UK. He is currently a Director at Federated Hermes where he oversees the ex-Asia assets within the firm’s Global Emerging Market Fund. He was previously a generalist investment manager on the Asia & EM team at Invesco from May 2015 to May 2020, where he was responsible for analysis of companies across all sectors as well as portfolio management responsibilities on Latin American and Global Small Cap strategies. Prior to joining Invesco in 2015, Mr. De Vos spent 13 years at Raymond James & Associates, first as a sell-side equity analyst covering industrials and then as head of institutional equities for Raymond James Ltd. in Europe. Mr. De Vos has extensive knowledge of the European asset management industry with a particular emphasis on growth equities. Mr. De Vos holds an Honors Business Administration degree and an Honors Bachelor of Science degree in Pharmacology and Toxicology, both from the University of Western Ontario. We believe Mr. De Vos is qualified to serve as a member of the board of directors of the Company because of his extensive experience in investment and management.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Arrangements Between Officers and Directors

Except as set forth herein, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which the officer or director was selected to serve as an officer or director.

Involvement in Certain Legal Proceedings

We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K.

Composition of our Board of Directors

Our business and affairs are managed under the direction of our board of directors. We currently have five directors. Our current directors will continue to serve as directors until their death, resignation, removal or successor is duly elected.

Director Independence

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning her background, employment and affiliations, our board of directors has determined each of Michael Blum and Jonathan De Vos do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under NYSE American rules. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director.

Committees of Our Board of Directors

Our board of directors directs the management of our business and affairs and conducts its business through meetings of the board of directors and its standing committees. We have a standing audit committee, compensation committee and nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues.

Our board of directors has determined that all of the members of the audit committee, the compensation committee and the nominating and corporate governance committee are independent as defined under the applicable rules of the NYSE American, including, in the case of all of the members of our audit committee, the independence requirements contemplated by Rule 10A-3 under the Exchange Act. In making such determination, the board of directors considered the relationships that each director has with our Company and all other facts and circumstances that the board of directors deemed relevant in determining director independence, including the beneficial ownership of our capital stock by each director.

Audit Committee

Our audit committee is responsible for, among other things:

	●	approving and retaining the independent registered public accounting firm to conduct the annual audit of our consolidated financial statements;

	●	reviewing the proposed scope and results of the audit;

	●	reviewing and pre-approval of audit and non-audit fees and services;

	●	reviewing accounting and financial controls with the independent registered public accounting firm and our financial and accounting staff;

	●	reviewing and approving transactions between us and our directors, officers and affiliates;

	●	establishing procedures for complaints received by us regarding accounting matters;

	●	overseeing internal audit functions, if any; and

	●	preparing the report of the audit committee that the rules of the Securities and Exchange Commission require to be included in our annual meeting proxy statement.

Our audit committee consists of Michael Blum and Jonathan De Vos, with Michael Blum serving as chair. Each member of our audit committee meets the financial literacy requirements of the NYSE American rules. In addition, our board of directors has determined that Michael Blum qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee

Our compensation committee is responsible for, among other things:

	●	reviewing and recommending the compensation arrangements for management, including the compensation for our president and chief executive officer;

	●	establishing and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;

	●	administering our stock incentive plans; and

	●	preparing the report of the compensation committee that the rules of the Securities and Exchange Commission require to be included in our annual meeting proxy statement.

Our compensation committee currently consists of Michael Blum and Jonathan De Vos, with Jonathan De Vos serving as chair.

Nominating and Governance Committee

Our nominating and governance committee is responsible for, among other things:

●	identifying and nominating members of the board of directors;

●	developing and recommending to the board of directors a set of corporate governance principles applicable to our Company; and

●	overseeing the evaluation of our board of directors.

Our nominating and corporate governance committee consists of Michael Blum and Jonathan De Vos.

Code of Conduct and Ethics Policy

We have adopted a written code of conduct and ethics policy that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be included in a Current Report on Form 8-K, which we will file within four business days following the date of the amendment or waiver.

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table sets forth the compensation paid or accrued during the fiscal year ended March 31, 2025 and 2024 to the following officers (each, a “named executive officer” and collectively, the “named executive officers”):

●	Gabriel René, Chief Executive Officer and Director;

●	James Hendrickson, President and Chief Operating Officer; and

●	Kevin Wilson, Chief Accounting Officer and Secretary.

Name and Principal Position	Year		Salary ($)		Bonus ($)⁽⁴⁾		Stock Awards ($)⁽⁵⁾		Option Awards ($)⁽⁶⁾		Non-Equity Incentive Plan Compensation ($)		Nonqualified deferred compensation earnings ($)		All Other Compensation ($)		Total ($)
Gabriel René,		2025		405,000		100,000		-		-		-		-		-	$	505,000
Former Chief Executive Officer and Director ⁽¹⁾		2024		435,000		-		-		-		-		-		-		435,000
James Hendrickson,		2025		237,917		243,500		-		178,247		-		-		-		659,664
President and Chief Operating Officer ⁽²⁾		2024		200,000		-		-		38,203		-		-		-		238,203
Kevin Wilson,		2025		251,167		40,000		43,051		29,784		-		-		-		364,002
Former Chief Accounting Officer and Secretary ⁽³⁾		2024		249,000		-		-		335,808		-		-		-		584,808

(1)	Mr. Rene resigned as the Company’s Chief Executive Officer and as director on the Company’s board of directors on February 8, 2026.

(2)	James Hendrickson was appointed as President of the Company on April 17, 2025.

(3)	Kevin Wilson served as the Company’s Chief Financial Officer of the Company from September 2021 to March 24, 2025, and then served as the Company’s Chief Accounting Officer from March 24, 2025 until February 8, 2026.

(4)	Includes cash discretionary bonuses paid to our named executive officers for the fiscal years ended March 31, 2025 and 2024

(5)	On July 3, 2024, the Company granted time-based RSUs convertible into shares of Subordinate Voting Stock to Mr. Wilson. The amounts shown above reflect the aggregate grant date fair value of such awards computed in accordance with the FASB’s ASC Topic 718. The assumptions used in calculating these amounts are in Note 9, related party transactions and balances, to the Company’s financial statements, included elsewhere in this prospectus.

(6)	In December 2023, July 2024, and December 2024, the Company granted stock options to Mr. Hendrickson and Mr. Wilson at exercise prices of CAD$36.45, CAD$28.89, and CAD$30.51 respectively, representing the closing price on the applicable date of grant. The amounts shown above reflect the aggregate grant date fair value of such awards computed in accordance with the FASB’s ASC Topic 718. The assumptions used in calculating these amounts are included in Note 17 to the financials included elsewhere in this prospectus. Stock based compensation, to the Company’s financial statements, set forth elsewhere in this report.

Employment Agreements

Gabriel René

The Company entered into an employment contract through VERSES, Inc., an indirect subsidiary of the Company, with Gabriel René in connection with Mr. René’s position as founder and Chief Executive Officer of the Company (the “CEO Contract”). Pursuant to the CEO Contract, Mr. René was entitled to receive an annual salary of $420,000, and was also eligible to receive additional compensation in the form of equity incentive awards and discretionary performance bonuses, as well as to participate in the Company’s standard employee benefit plans, including health and welfare plans. In the event that Mr. René was subject to (A) an involuntary termination not encompassed by (i) felony conviction, (ii) Mr. René’s willful, continued and unexcused failure to perform their duties in their position for a period of at least thirty days after having been notified in writing by the Company of said failure, (iii) gross or willful misconduct that results, or is substantially likely to result, in serious damage to the Company or its reputation, or (iv) any adjudicated and independently-verified violation of the confidentiality, non-disparagement and/or non-solicitation provisions contained in the CEO Contact or (B) the assignment to Mr. René of a job role or position duties materially inconsistent with those contemplated by the CEO Contract; (C) the interposition of any direct reporting supervisor or manager over Mr. René other than the Company’s CEO and President; or (D) a change of control of the Company, Mr. René would have been entitled to a severance package consisting of: (i) a lump sum payment equal to 12 months’ worth of Mr. René’s base salary, payable within 30 days of said event; (ii) continuation for 12 months of Mr. René’s medical and dental insurance under COBRA or similar procedural mechanisms; and (iii) immediate, accelerated vesting of all stock options, equity and related compensation subject to vesting requirements.

James Hendrickson

The Company entered into an employment contract through VERSES Logistics, Inc., an indirect subsidiary of the Company, with James Hendrickson in connection with Mr. Hendrickson’s position as President and Chief Operating Officer of the Company (the “COO Contract”). The original term of the COO Contract began on January 1, 2022 and ended on February 28, 2022, and the COO Contract can be renewed for additional twelve month terms unless the COO Contract is terminated according to its terms. Pursuant to the COO Contract, Mr. Hendrickson is currently paid an annual salary of $265,000, and is also eligible to receive additional compensation in the form of equity incentive awards and discretionary performance bonuses. Mr. Hendrickson is also eligible to participate in the Company’s standard employee benefit plans, including health and welfare plans. On September 1, 2025, the Company entered into a new employment contract, through VERSES Solutions, Inc. with James Hendrickson, where he will continue in his position as COO (“New Contract”). The New Contract will expire on March 31 of the following year but will be automatically renewed for additional twelve month terms unless the New Contract is terminated according to its terms. Pursuant to the New Contract, Mr. Hendrickson will be paid an annual salary of $325,000, and is also eligible to receive additional compensation in the form of equity incentive awards and discretionary performance bonuses. Mr. Hendrickson is also eligible to participate in the Company’s standard employee benefit plans, including health and welfare plans.

Kevin Wilson

The Company entered into an employment contract (the “CAO Contract”), through VERSES Solutions, Inc. (“VSI”), a direct subsidiary of VAI, with Kevin Wilson pursuant to which Mr. Wilson served as the Chief Accounting Officer of the Company until February 8, 2026. The term of the CAO Contract began on March 1, 2025 for an initial term that was scheduled to end on March 31, 2026,. Pursuant to the CAO Contract, Mr. Wilson was entitled to be paid an annual salary of $275,000, and was eligible to receive additional compensation in the form of equity incentive awards, as well as annual performance bonuses and cash incentive awards, based on the achievement of annual performance objectives. Mr. Wilson was also eligible to participate in the Company’s standard benefit plans. Upon the occurrence of a Triggering Event (as described below), Mr. Wilson was entitled to receive a severance benefits consisting of: (i) a lump sum payment equal to 36 months’ worth of Mr. Wilson’s base salary payable within 30 days of said Triggering Event; (ii) continuation for 36 months of Mr. Wilson’s medical and dental insurance under COBRA or similar procedural mechanisms (in the event the Triggering Event results in termination of Mr. Wilson’s employment with the Company); and (iii) immediate, accelerated vesting of all stock options, equity and related compensation that would otherwise be subject to vesting requirements. For purposes of the CAO Contract, a “Triggering Event” consisted of: (i) any termination of Mr. Wilson’s employment by VSI without Cause (as defined in the CAO Contract); (ii) any resignation by Mr. Wilson with Cause; (iii) the assignment to Mr. Wilson of a job role or position duties materially inconsistent with those contemplated by the CAO Contract; (iv) the interposition of any direct reporting supervisor or manager over Mr. Wilson other than the Company’s CFO, CEO and/or President; or (v) the Company’s failure, within 30 days of the effective date of the CAO Contract, to execute that certain Indemnity Agreement described therein. Upon the occurrence of a Change in Control (as defined in the CAO Contract), Mr. Wilson shall be entitled to receive severance benefits consisting of: (i) a lump sum payment equal to 60 months’ worth of Mr. Wilson’s base salary payable within 30 days of such Change in Control; (ii) continuation for 60 months of Mr. Wilson’s medical and dental insurance under COBRA or similar procedural mechanisms; and (iii) immediate, accelerated vesting of all stock options, equity and related compensation that would otherwise be subject to vesting requirements. In the event that Mr. Wilson’s employment with the Company is terminated by VSI for Cause or by reason of Mr. Wilson’s resignation without Cause, Mr. Wilson was entitled to receive a severance package consisting of: (i) a lump sum payment equal to 12 months’ worth of Mr. Wilson’s base salary payable within 30 days of Mr. Wilson’s last day of employment; (ii) continuation for 12 months of Mr. Wilson’s medical and dental insurance under COBRA or similar procedural mechanisms; and (iii) immediate, accelerated vesting of all stock options, equity and related compensation that would otherwise be subject to vesting requirements. Mr. Wilson’s receipt of any severance benefits may be conditioned upon Mr. Wilson’s execution of the written waiver and settlement of claims document.

Outstanding Equity Awards at March 31, 2025

The following table provides information regarding equity-based awards held by our named executive officers that were outstanding as of March 31, 2025.

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of shares or units of stock that have not vested (#)		Market value of shares of units of stock that have not vested ($)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Gabriel René, Chief Executive Officer and Director		-		-		-		-		-		-		-		-
James Hendrickson, President and Chief Operating Officer⁽¹⁾		1,389		463		36.45		December 15, 2028		-		-		-		-
		-		3,704		28.89		July 3, 2029		-		-		-		-
		-		7,407		30.51		December 23, 2028		-		-		-		-
Kevin Wilson, Chief Accounting Officer and Secretary⁽²⁾		16,278		-		36.45		December 15, 2028		-		-		-		-
		-		1,852		28.89		July 3, 2029		-		-		-		-
		-		-		-		-		1,852		43,059		-		-

(1) James Hendrickson was appointed as President of the Company in April 2025.

(2) Kevin Wilson served as the Chief Financial Officer of the Company from September 2021 to March 24, 2025, and became the Chief Accounting Officer on March 24, 2025.

Name

Type

Quantity

Price

Grant Date

Expiry Date

Vesting

James Hendrickson

Stock Options

1,852

36.45

15-Dec-23

15-Dec-28

25% at Jan 1/23, and 6.25% at end of each full quarter thereafter.

James Hendrickson

Stock Options

3,704

28.89

03-Jul-24

03-Jul-29

25% vests on the July 3, 2025 and 6.25% vests at the end of each full quarter thereafter

James Hendrickson

Stock Options

7,407

30.51

23-Dec-24

23-Dec-28

25% vests on June 1, 2025, and 6.25% vests at the end of each full quarter thereafter

Kevin Wilson

Stock Options

16,278

36.45

15-Dec-23

15-Dec-28

25% at Sep 1/19 , and 6.25% at end of each full quarter thereafter.

Kevin Wilson

Stock Options

1,852

28.89

03-Jul-24

03-Jul-29

25% vests on the July 3, 2025 and 6.25% vests at the end of each full quarter thereafter

Kevin Wilson

RSUs

1,851

n/a

03-Jul-24

03-Jul-29

1/3 vests on July 3, 2025, 1/3 vests on July 3, 2026, 1/3 vests on July 3, 2027

Non-Employee Director Compensation

The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal year ended March 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors during the fiscal year ended March 31, 2025.

Name	Fees earned or paid in cash ($)		Stock Awards ($)⁽³⁾		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified deferred compensation earnings ($)		All Other Compensation ($)		Total ($)
Michael Blum		62,500		1,722,221		-		-		-		-		1,784,721
Jonathan De Vos		-		215,272		-		-		-		-		215,272
Gordan Scott Paterson(1)		-		215,272		-		-		-		-		215,272
Jay Samit⁽²⁾		84,166		129,162		143,014		-		-		-		356,342

(1) Gordon Scott Paterson resigned from the board on September 30, 2025.

(2) Jay Samit resigned as Chairman of the board on September 10, 2024.

(3) The amounts shown above reflect the aggregate grant date fair value of such awards computed in accordance with the FASB’s ASC Topic 718. The assumptions used in calculating these amounts are included in Note 17 included elsewhere in this prospectus. Stock based compensation, to the Company’s consolidated financial statements, set forth elsewhere in this prospectus.

Narrative to Director Compensation Table

The Board does not have a formal director compensation policy, rather the compensation for directors is determined by the Board on an individual basis.

On September 9, 2024, the Company entered into a director compensation agreement with Mr. Blum, which provided that Mr. Blum is entitled to receive (i) a monthly cash payment of $7,500, that increased to $20,000 a month on March 1, 2025, and (ii) 2,000,000 restricted stock units (“RSUs”), which vest incrementally in equal amounts on the first, second and third anniversary dates from the grant date. Mr. Blum’s compensation through March 31, 2025 was $62,500, and from April 1 2025 to March 31, 2026 was $207,500. In February 2026, the Board adjusted Mr. Blum’s cash compensation to $7,500 per month in Board fees.

The Company entered into a director compensation agreement with Mr. De Vos on March 16, 2022, which provided that Mr. De Vos was entitled to receive1,000,000 RSUs that were scheduled to vest according to the following vesting schedule: (i) 25% upon the date the Company’s Class A Subordinate Voting Shares became listed on the Cboe Canada Exchange, (ii) 25% on the date that is 6 months from such listing date, (iii) 25% on the date that is 12 months from such listing date, and (iv) 25% on the date that is 18 months from such listing date. . In February 2026, the Board approved a monthly cash payment of $7,500 as compensation for Mr. De Vos’ service on the Board.

The Company entered into a director compensation agreement dated June 15, 2022 with G. Scott Paterson, which provided that Mr. Paterson was entered to receive 1,000,000 RSUs that were scheduled to vest according to the following vesting schedule: (i) 25% upon the date the Company’s Class A Subordinate Voting Shares became listed on the Cboe Canada Exchange, (ii) 25% on the date that is 6 months from such listing date, (iii) 25% on the date that is 12 months from such listing date, and (iv) 25% on the date that is 18 months from such listing date.

Company Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

The Company’s board of directors last granted stock options and restricted stock units on January 29, 2026. The Company does not grant stock options or similar awards to Section 16 Insiders, most Senior Vice Presidents, and other Vice Presidents and above who directly report to the Company’s Chief Executive Officer in anticipation of the release of material nonpublic information that is likely to result in changes to the price of the Company’s stock, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, the Company does not grant stock options or similar awards during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Current Report on Form 8-K that discloses material nonpublic information. These restrictions do not apply to restricted stock units or other types of equity awards that do not include an exercise price related to the market price of the Company’s stock on the date of grant.

The Company’s executive officers would not be permitted to choose the grant date for any stock option grants.

During the year ended March 31, 2025, the Company’s named executive officers were awarded stock options. The Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We did not have any transactions during our fiscal years ended March 31, 2025 and 2024 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this prospectus.

Related Person Transaction Policy

We have adopted a formal policy regarding approval of transactions with related parties. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants in which the amount involved exceeds $120,000 of our total assets in any fiscal year. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our board of directors, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third-party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant shareholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our code of business conduct and ethics, our employees and directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our audit committee, or other independent body of our board of directors, will take into account the relevant available facts and circumstances including, but not limited to:

●	the risks, costs and benefits to us;

●	the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

●	the availability of other sources for comparable services or products; and

●	the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our shareholders, as our audit committee, or other independent body of our board of directors, determines in the good faith exercise of its discretion.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding beneficial ownership of our Class A Subordinate Voting Shares as of March 31, 2026 by (i) each person known to beneficially own more than 5% of our Class A Subordinate Voting Shares, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable.

The number of shares of our Class A Subordinate Voting Shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days of March 31, 2026, through the exercise of any stock option, warrants or other rights. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A Subordinate Voting Shares held by that person. The percentage of shares beneficially owned is computed on the basis of 14,306,053 Class A Subordinate Voting Shares outstanding as of March 31, 2026. Class A Subordinate Voting Shares that a person has the right to acquire within 60 days of March 31, 2026, are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. The address of each holder listed below, except as otherwise indicated, is Verses AI Inc., 2121 Avenue of the Stars, 8th Floor, Los Angeles, CA 90067.

	Class A Subordinate Voting Shares Beneficially Owned			Percentage of Class A Subordinate Voting Shares Beneficially Owned
Beneficial Owner
Directors and Named Executive Officers:
James Hendrickson		55,402	(1)		*
Michael Blum		117,036	(2)		*
Jonathan De Vos		47,368	(3)		*
David Scott		Nil			*
James Christodoulou		97,819	(4)
All Executive Officers and Directors as a Group (6 persons)		317,625			2.22	%
5% or Greater Shareholders:
Gabriel René		1,158,333			8.10	%
Dan Mapes		1,158,333			8.10	%
Expansion Project Technologies Holding 9 SPV RSC Ltd (4)		1,028,601	(5)		7.19	%
SORBIE INVESTMENTS LLP		1,850,001	(6)		12.93	%
SORBIE BORNHOLM LP		1,510,000	(7)		10.55	%

* Represents beneficial ownership of less than 1%.

(1)	Includes (i) 13 Class A Subordinate Voting Shares and (ii) options to acquire up to 55,389 Class A Subordinate Voting Shares. Excludes options to acquire up to 55,393 Class A Subordinate Voting Shares.

(2)	Includes (i) 53,333 Class A Subordinate Voting Shares, (ii) warrants to acquire up to 26,666 Class A Subordinate Voting Shares and excludes restricted stock units to acquire up to 37,037 Class A Subordinate Voting Shares.

(3)	Includes (i) 9,096 Class A Subordinate Voting Shares and (ii) options to acquire up to 37,037 Class A Subordinate Voting Shares. Excludes restricted stock units to acquire up to 6,172 Class A Subordinate Voting Shares.

(4)	Includes options to acquire up to 97,819 Class A Subordinate Voting Shares.

(5)	Represents (i) 514,623 Class A Subordinate Voting Shares and (ii) warrants to acquire up to 512,497 Class A Subordinate Voting Shares (iii) restricted stock units to acquire up to 1,481 Class A Subordinate Voting Share. Excludes restricted stock units to acquire up to 35,556 Class A Subordinate Voting Shares.

	The address of Expansion Project Technologies Holding 9 SPV RSC Ltd (“Expansion”) is 8th Floor, 8, Al Khatem Tower, Adgm Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. Frederik Johannes Thirion is the sole director of Expansion and, in such capacity, has the right to vote and dispose of the securities held by Expansion.

(6)	Includes (i) 1,233,334 Class A Subordinate Voting Shares, (ii) warrants to acquire up to 616,667 Class A Subordinate Voting Shares.

(7)	Includes (i) 890,000 Class A Subordinate Voting Shares, (ii) warrants to acquire up to 620,000 Class A Subordinate Voting Shares

Verses AI Inc. S-1