Introduction

The report provides an overview of ONAR Holding Corporation’s financial performance for the three months ended March 31, 2026, compared to the same period in 2025. The report includes a summary of the company’s business operations, its plan of operations, an analysis of the results of operations, and a discussion of the company’s liquidity and capital resources.

Overview

ONAR Holding Corporation is a technology-enabled marketing platform that acquires and integrates specialist marketing agencies to build a unified, data-driven operating network. The company focuses on middle-market brands seeking enterprise-grade marketing capabilities without enterprise-level cost or complexity.

Following a year of portfolio transformation, ONAR now operates through three core business units: JUICE, the company’s flagship AI-enabled performance marketing agency; ONAR Labs, the technology and innovation division; and Scale Partners, a tech-enabled platform serving the commercial real estate sector.

Plan of Operations

ONAR’s near-term priorities include:

1. Refinancing or converting near-term debt maturities into longer-term, lower-cost obligations.
2. Tightening expense controls and accelerating collections to improve cash conversion.
3. Driving net-new revenue through higher-margin, AI-enabled marketing services.
4. Selectively funding strategic growth initiatives.

These initiatives are designed to improve liquidity, reduce financing costs, and position ONAR to execute on its acquisition pipeline and organic growth opportunities.

Results of Operations

For the three months ended March 31, 2026, compared to the same period in 2025:

• Revenue increased by 39% to $1,021,085, primarily due to the inclusion of agencies acquired during 2025.
• Cost of revenue increased by 51% to $964,846, due to the mix of revenue from acquired agencies and increased labor costs.
• Operating expenses decreased by 66% to $381,882, primarily due to lower stock-based compensation, professional fees, and compliance costs.
• Interest expense increased by $609,638 to $802,502, due to interest costs and amortization of debt discount from new borrowings.
• Net loss decreased by 12% to $1,128,066.

Liquidity and Capital Resources

As of March 31, 2026, ONAR had:

• Total assets of $4.0 million, including $11,213 in cash and $55,614 in accounts receivable.
• Total liabilities of $10.6 million, including $5.7 million in notes payable, notes payable - related party, and convertible notes payable maturing within one year.
• A working capital deficit of $10.4 million.

The company used $205,094 in net cash from operating activities and $88,850 in net cash from investing activities during the three months ended March 31, 2026. It generated $210,737 in net cash from financing activities.

While the company does not currently have committed additional sources of capital, it is actively evaluating financing options, including potential equity raises, strategic debt facilities, and partnership opportunities, to extend its operating runway.

Critical Accounting Policies and Estimates

The preparation of ONAR’s financial statements requires management to make judgments, assumptions, and estimates that affect the reported amounts. These critical accounting policies and estimates are described in the report and in the company’s previous annual report.