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于2026年10月21

注册声明编号 [●]

美国
\n证券交易委员会
\n华盛顿特区20549

_______________________________________

表格S-1

根据
\n1933年证券法的注册声明

_______________________________________

HELIO公司
\n(在章程中指定的发行人全名)

_______________________________________

\n \n \n \n \n \n \n \n \n \n \n \n \n

佛罗里达州		3769		92-0586004
(州或其他司法管辖区 \n成立或组织)		(主要标准行业分类 \n代码编号)		(美国国税局雇主 \n识别号码)

2448第六街
\n伯克利，CA 94710
\n510-545-2666
\n(注册人的主要执行办公室地址和电话号码)

_______________________________________

马克·诺夫

2230 S麦卡勒路

恩格尔伍德，FL 34224

510-545-2666

(服务代理人地址和电话号码)

_______________________________________

副本送达：

\n \n \n \n \n

布莱恩·希格利，律师
\n商业法律顾问公司，有限责任公司
\n14888奥本天空大道
\n德普勒，UT 84020
\n801-634-1984

劳伦斯·梅特利察，律师

卢科斯基布鲁克曼律师事务所

101 Wood Avenue South, 5th Floor

伊斯林，NJ 08830

(732) 395-4400

_______________________________________

拟向公众发售的 approximate 日期：在本注册声明生效后尽快进行。

如果在此表格上注册的任何证券将根据1933年证券法第415条规则以延迟或连续方式出售，请勾选以下方框。 ☒

如果此表格用于根据1933年证券法第462(b)条规则注册额外证券，请勾选以下方框并列出同一发行的先前有效注册声明的证券法注册声明编号。 ☐

如果此表格是根据1933年证券法第462(c)条规则提交的后续有效修正案，请勾选以下方框并列出同一发行的先前有效注册声明的证券法注册声明编号。 ☐

如果此表格是根据1933年证券法第462(d)条规则提交的后续有效修正案，请勾选以下方框并列出同一发行的先前有效注册声明的证券法注册声明编号。 ☐

通过勾选标记表明注册人是大型加速报盘人、加速报盘人、非加速报盘人、较小报告公司或新兴成长公司。请参见《交易法》第12b-2条中“大型加速报盘人”、“加速报盘人”、“较小报告公司”和“新兴成长公司”的定义。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

大型加速报盘人	☐	加速报盘人	☐
非加速报盘人	☒	较小报告公司	☒
		新兴成长公司	☒

如果是一家新兴成长公司，请勾选方框表示发行人已选择不使用《证券法》第7(a)(2)(B)条规定的与遵守任何新修订的财务会计标准相关的延长过渡期。☐

发行人在此声明，将根据需要在适当日期对本注册声明进行修订，以延迟其生效日期，直至发行人提交进一步修订声明，明确说明根据《1933年证券法》第8(a)条，本注册声明将在之后生效，或直至证券交易委员会根据上述第8(a)条确定本注册声明的生效日期。

本初步招股说明书中的信息尚不完整，可能会进行更改。在向证券交易委员会提交的注册声明生效前，不得出售这些证券。本初步招股说明书不是出售证券的要约，也不寻求在任何禁止出售或要约的司法管辖区内进行出售或要约。

\n \n \n \n \n \n \n

初步招股说明书

待补充完整

日期：2026年10月21日

$\"\"$

Helio公司

2,000,000股普通股

我们正在发行2,000,000股普通股，假设公开发行价格为每股4.50美元（即公开发行价格估计范围的中点）。我们目前估计公开发行价格将在每股4.00美元至5.00美元之间。

我们的普通股目前在OTC Markets的OTCID层级交易，代码为“HLEO”。2026年10月19日，我们的普通股在OTCID的最后报告收盘价为每股4.50美元。鉴于此次发行，我们已申请将我们的普通股在纳斯达克资本市场上市，代码为“HLEO”。此次发行的完成取决于我们升板至纳斯达克资本市场，且不能保证我们的申请将获得批准。在此次发行完成后，我们预计我们的执行官和董事，以及我们的首席工程师Paul S. Turin（曾任董事）和首席科学家Stuart D. Bale（曾任董事）将能够共同行使我们总投票权的大约48.98%（如果承销商全部行使超额配售选择权，则约为47.06%）。因此，他们将在我们董事会成员的选举以及重大公司交易的批准或否决方面拥有重大影响力，可能能够决定此类事项的结果，特别是如果其他股东不投票或以不同方式投票时。尽管如此，由于没有任何个人、公司或作为团体行事的人（如《1934年证券交易法》第13(d)条所述）将拥有我们投票权的多数，根据在纳斯达克股票市场上市公司的公司治理标准，我们不会成为“受控公司”，尽管如果这些人决定组成团体，我们未来有可能成为“受控公司”。参见“风险因素—与此次发行及我们普通股所有权相关的风险”。

我们根据联邦证券法律被认定为“新兴成长公司”和“较小的报告公司”，并已选择遵守某些减少的上市公司报告要求。本招股说明书符合适用于新兴成长公司的要求。参见“招股说明书摘要—作为新兴成长公司和较小报告公司的含义”。

投资我们的证券涉及高度风险。参见第10页开始的“风险因素”。

证券交易委员会或任何州证券委员会均未批准或否决这些证券，也未确定本招股说明书是否真实或完整。相反的陈述是刑事犯罪。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	每股	总计
公开发行价格	$		$
承销折扣和佣金⁽¹⁾	$		$
扣除费用前的收益⁽²⁾	$		$

\n \n \n \n\n\n \n \n\n \n \n

(1)	Represents underwriting discount and commissions equal to seven percent (7%) per share. Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to R.F. Lafferty & Co., Inc., the representative of the underwriters. We have also agreed to issue to the representative or its designees warrants to purchase up to a number of shares of common stock equal to 5% of the number of shares sold in this offering at an exercise price equal to 110% of the public offering price. The registration statement of which this prospectus forms a part also registers the representative’s warrants and the shares of common stock issuable upon exercise of the representative’s warrants. See “Underwriting” for a complete description of the compensation arrangements.

(2)	We estimate the total expenses payable by us, excluding the underwriting discount and non-accountable expense allowance, will be approximately $ .

We have granted the underwriters an option for\na period of 45 days after the closing of this offering to purchase up to 15% of the total number of shares to be offered by us pursuant\nto this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the public offering\nprice less the underwriting discounts and commissions. If the underwriters exercise the option in full, the total underwriting discounts\nand commissions payable by us will be $724,500,\nand the total proceeds to us, before expenses, will be $9,625,500.

The offering price of our shares of common stock\nin this offering will be determined between us and the underwriters at the time of pricing, considering our historical performance and\ncapital structure, prevailing market prices and conditions, and overall assessment of our business, and may be at a discount to the current\nmarket price. Therefore, the recent market price of our common stock and the public offering price of the common stock used throughout\nthis prospectus for this offering may not be indicative of the actual offering price for the shares of common stock.

The underwriters expect to deliver the shares against payment as set\nforth under “Underwriting”\non or about , 2026.

Sole Book-Running Manager

R.F. Lafferty & Co., Inc.

The date of this prospectus is ,\n2026

$\"\"$

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	8
RISK FACTORS	10
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	28
USE OF PROCEEDS	30
DIVIDEND POLICY	31
CAPITALIZATION	32
DILUTION	33
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	35
BUSINESS	44
MANAGEMENT	59
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	62
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	67
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	68
DESCRIPTION OF SECURITIES	72
UNDERWRITING	77
SELLING RESTRICTIONS	82
SHARES ELIGIBLE FOR FUTURE SALES	85
美国联邦所得税考虑因素	87
法律事项	90
专家	90
与会计师在会计和财务披露方面的变更和分歧	90
您可在何处获取更多信息	91
财务报表索引	F-1

关于本招股说明书

您应仅依据本招股说明书中提供的信息。我们或承销商未授权任何人向您提供本招股说明书向证券交易委员会（“SEC”）提交的任何其他信息或不同信息。我们对其他人可能向您提供的任何其他信息不承担任何责任，也无法保证其可靠性。承销商仅在允许提供和销售我们证券的司法管辖区提供销售，并寻求购买我们证券的要约。本招股说明书中包含的信息仅在本招股说明书日期时准确，无论本招股说明书的交付时间或我们证券的销售时间如何。自该日期以来，我们的业务、财务状况、经营成果和前景可能已发生变化。

我们未采取任何行动，允许在任何其他司法管辖区进行本次发行或本招股说明书的持有或分发，仅限于美国。在美国以外的国家/地区获得本招股说明书的人士必须了解并遵守适用于该司法管辖区的证券发行和本招股说明书分发的任何限制。

本招股说明书中提供的信息包含由独立方和我们提供的估计和其他统计数据，涉及市场规模和增长以及其他关于我们行业的数据。本招股说明书中行业的市场数据来自我们自己的研究以及第三方进行的行业和通用出版物、调查和研究。这些数据涉及多项假设和限制，并包含我们所处行业未来表现的预测和估计，这些预测和估计具有高度的不确定性，包括在“风险因素”中讨论的内容。我们提醒您不要过分重视此类预测、假设和估计。此外，行业和通用出版物、研究和调查通常声明它们是从被认为可靠的信息来源获得的，尽管它们不保证此类信息的准确性和完整性。虽然我们认为这些出版物、研究和调查是可靠的，但我们并未独立验证其中包含的数据。此外，虽然我们认为我们内部研究的结果和估计是可靠的，但这些结果和估计未经任何独立来源的验证。

2026年5月9日，董事会批准了我们普通股的反向股票分割，比例在1比1.25至1比5之间（“反向股票分割”），2026年5月11日，大约64.70%的已发行普通股股东通过书面同意的方式，而非特别会议，批准了反向股票分割及相关的公司章程修正案。2026年7月7日，董事会决定以1比5的比例实施反向股票分割。在实施反向股票分割之前，公司提交并分发了14C表格的信息声明，并根据14C条例遵守了规定的20个日历日等待期。反向股票分割于2026年7月20日生效，该日期是公司向佛罗里达州州务卿提交的公司章程修正案中规定的生效日期。除非另有说明，本招股说明书中的所有股份数量、每股价格和资本化信息均已根据1比5的比例追溯调整，并以分割后的基础上呈现。参见“本次发行 — 反向股票分割。”,

在本招股说明书中，除非上下文另有要求，否则“我们”、“我们”、“我们的”、“Helio”、“Helio Corp.”或“公司”指的是佛罗里达州的Helio Corporation及其合并的子公司。提到“Heliospace”指的是我们全资拥有的子公司Heliospace Corporation，一家特拉华州公司。

招股说明书摘要

以下摘要突出了本招股说明书中其他部分包含的选定信息，并且完全受本招股说明书中包含的更详细的信息和财务报表的约束。它并不包含可能对您做出投资决策重要的所有信息。您应仔细阅读本招股说明书的全部内容，包括“风险因素”、“管理层讨论与分析财务状况和经营成果”以及本招股说明书中其他部分包含的财务报表和相关附注。

公司概况

Helio Corporation是一家技术、工程和研发（“R&D”）控股公司，为商业、政府和非营利组织提供服务。我们全资拥有的子公司Heliospace Corporation（“Heliospace”）是一家航空航天公司，专门从事符合太空飞行标准的硬件设计、工程、组装和测试，为政府、商业、私人和非营利市场的客户提供系统工程、建模、分析、集成和测试服务。凭借在民用航天任务方面的深厚专业知识，以及日益增长的为商业公司服务的业务，我们公司的主要目标是推动人类对太空科学和商业开发的追求。

Heliospace 设计、制造、组装并测试符合太空标准的硬件。该产品线的示例包括 NASA 欧罗巴快船任务的雷达天线、SunRISE 立方星星座的天线，以及众多月球着陆器和火星样本返回计划的可展开系统和传感器。Heliospace 还提供系统工程、集成与测试以及任务制定服务，包括过去对詹姆斯·韦布空间望远镜、罗马空间望远镜和其他主要 NASA 项目的设计、测试和发射的支持，并继续为私人资助的任务提供任务和有效载荷系统工程和设计服务。自 2018 年 7 月起，Heliospace 一直在运营，为政府、私人和商业客户履行这些及其他合同。

公司历史

Helio 公司于 2022 年 10 月 3 日在佛罗里达州以原始名称 Stirling Bridge Group, Inc. 的名义成立。2023 年 5 月，公司更名为 Web3 公司。2024 年 1 月，通过反向收购，公司收购了 Heliospace 公司 100% 的股份，并将公司名称从 Web3 公司更名为 Helio 公司（“业务合并”）。在业务合并中，Heliospace 是会计收购方，并被确定为 Helio 公司的唯一前身。我们的主要执行办公室位于加利福尼亚州伯克利市第六街 2448 号，邮编 94710。

市场概览

全球航天市场预计将从目前的 6000 多亿美元增长到 2035 年的 1.8 万亿美元（世界经济论坛 & 麦肯锡 & 公司，2024 年）。我们的目标市场包括地球轨道和月球应用的硬件、有效载荷和基础设施，预计到 2030 年市场规模将达到 110 亿至 120 亿美元。在能源生产的空间基础设施方面也存在额外机会，目前保守的市场规模为 7 亿至 8 亿美元，并将在 2030 年增长至 30 亿至 45 亿美元（世界经济论坛 & 麦肯锡 & 公司，2024 年）。政府实体支出增加、商业活动迅速增长以及能源领域对新解决方案的强劲需求是市场增长的主要驱动力。

风险因素摘要

投资我们的证券涉及高度风险。在决定是否投资我们的证券之前，请仔细考虑标题为“风险因素”的章节中描述的所有风险。主要风险包括：

与我们的财务状况相关的风险

\n\n\n

	·	我们已经产生了重大净亏损，我们的审计师对我们的持续经营能力表示严重怀疑，我们现金资源有限，我们仍然依赖额外资本——包括本次发行的收益——来资助我们的运营。

	·	尽管截至本招股说明书发布之日，所有先前披露的本票违约均已解决，但公司的本票违约历史反映了持续的流动性风险；如果公司无法按时履行其当前的债务偿还义务，可能会发生新的违约；如果持有人加速应付金额或寻求法律救济，公司可能没有足够的流动性来满足此类义务。

与我们的业务、行业和战略相关的风险

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	收入已下降 - 2025财年约下降44%，截至2026年7月31日的九个月进一步同比下降54% - 反映出政府预算压力、客户集中以及政府停摆的持续影响；NASA 2027财年预算的拟议削减可能会进一步对我们的收入产生不利影响。

	·	我们的成功取决于留住高级管理和高素质的航空航天人员；关键员工的流失或难以吸引合格候选人可能会扰乱运营并阻碍我们的增长战略。

	·	我们依赖第三方制造商进行所有硬件制造，并且不持有原材料库存；供应链中断、供应商失败或质量问题可能会延迟交付并对我们的财务结果产生重大不利影响。

与反向股票分割相关的风险

我们已按1比5的比例实施了批准的反向股票分割；\n然而，即使在分割后，也不能保证我们的股价将达到或维持纳斯达克的最低出价价格要求，\n且本次发行的完成仍取决于我们能否上市至纳斯达克。

与我们普通股和本次发行相关的风险

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	·	本次发行的完成取决于纳斯达克批准我们的上市申请，且不能保证会获得批准。

	·	投资者将立即且大幅地因发行价相对于每股净资产价值而遭受稀释，且由于未转换的可转换债券、A系列、B系列、\nC系列和D系列优先股、员工股票期权以及代表权证的转换，可能会产生额外的稀释；我们的管理层也将对净收益的使用拥有广泛裁量权。

	·	我们的创始人、高管和董事（包括我们的首席工程师和首席科学家，均为前董事）合计持有我们流通普通股的约67.24%（本次发行后约为48.98%），并在本次发行后仍将保留重大影响力；我们从未支付过现金股息，且无意支付；作为新兴成长公司，我们的披露义务有所减少，这可能使我们的普通股对某些投资者吸引力下降。

与法律事务相关的风险

作为受FAR、ITAR、EAR和联邦民事虚假索赔法案约束的联邦承包商，违反规定可能导致暂停或取消资格、民事或刑事处罚以及声誉损害；此外，我们的章程规定佛罗里达州法院和美国联邦地区法院为某些诉讼的专属法庭，这可能限制投资者在首选司法管辖区提起诉讼的能力。

与技术和知识产权相关的风险

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	·	我们没有注册的专利、版权或商标；我们的专有产品仅受商业秘密和合同协议保护，这可能无法提供充分的保护，且美国政府的FAR数据权利条款可能会限制我们利用政府合同开发的技术进行商业化。

	·	我们受ITAR和EAR出口管制要求的约束；我们的敏感技术数据和与政府相关的信息面临网络安全隐患，包括勒索软件和国家行为者的入侵；我们的基于空间的太阳能发电计划尚处于早期发展阶段，无法保证成功商业化。

在纳斯达克上市

我们的普通股目前在OTCID上报价，代码为“HLEO”。在此发行中，我们已申请将普通股在纳斯达克上市，代码为“HLEO”。如果上市申请获得批准，我们预计在此次发行完成时在纳斯达克上市，届时我们的普通股将不再在OTCID上交易。无法保证我们的普通股会在纳斯达克上市，此次发行取决于纳斯达克批准该上市。

公司信息

我们的主要执行办公室位于加利福尼亚州伯克利市第六街2448号，邮编94710。我们的电话号码是(510) 545-2666。我们有一个网站在https://helio.space/。对本网站的引用仅作为非活动文本引用。本网站上包含的信息，或可通过本网站访问的信息，不构成此招股说明书的一部分，投资者不应依赖这些信息来决定是否购买我们的普通股。

作为新兴成长公司和小型报告公司的含义

该公司根据《2012年初创企业启动法案》（“JOBS法案”）定义的“新兴成长公司”，以及根据《1934年证券交易法》（“证券交易法”）修正案定义的“小型报告公司”。只要我们仍然是新兴成长公司，我们可以利用某些减少的披露要求，包括仅提供两年的审计财务报表和减少的高管薪酬披露义务。只要我们仍然是“新兴成长公司”，直到我们首次公开募股（“IPO”）完成后的第五个财政年度结束，除非（a）我们在任何财政年度的年收入超过12.35亿美元，（b）在任何6月30日，非关联方持有的本公司普通股的市值超过7亿美元，或（c）我们在三年内发行了超过10亿美元的不可转换债务。

最新进展

管理层变动

自2026年1月5日起，公司任命Edward Cabrera为首席执行官和董事会主席，取代Gregory T. Delory，后者转任首席技术官并继续担任董事会成员。

独立审计师变更

2026年2月21日，董事会解雇了Astra\nAudit & Advisory, LLC（“Astra”）作为公司的独立注册公共会计事务所。Astra对公司截至2025年10月31日和2024年10月31日的合并财务报表的报告中包含了说明段，表达了对公司持续经营能力的重大疑虑。同一天，董事会聘请了Hacker, Johnson & Smith PA（“HJS”）作为公司的独立注册公共会计事务所，以审计公司截至2026年10月31日财年的合并财务报表。

FirstFire Financing

2026年1月14日，公司与FirstFire Global Opportunities Fund, LLC（“FirstFire”）签订了一份证券购买协议，根据该协议，公司发行了：\n(i) 一张本金为165,000美元的期票（购买价格为150,000美元，反映了15,000美元的原始发行折扣），年利率为10%，到期日为2027年1月14日（“FirstFire期票”），可转换为我们的普通股，转换价格为转换前十个交易日最低收盘价的80%或每股2.50美元（每种情况均可能进行调整），\n(ii) 一张可购买最多66,000股我们普通股的认股权证，初始行权价为每股2.50美元（“FirstFire认股权证”），以及\n(iii) 15,000股我们的普通股作为承诺股份（“承诺股份”）。公司在扣除5,000美元的法律费用和12,000美元的承销商费用后，获得了133,000美元的净收益。如下面所述，FirstFire期票已完全满足。FirstFire认股权证随后于2026年3月12日通过无现金行权方式全部行权，导致发行了52,640股普通股。没有FirstFire认股权证仍处于未行权状态。承诺股份仍处于未行权状态。所有FirstFire的股份和每股金额均已调整，以反映1比5的反向股票分割。

根据FirstFire期票第1号修正案，公司有义务在2026年4月1日后的60个日历日内提交一份注册声明，以涵盖FirstFire期票转换、FirstFire认股权证行权和承诺股份的转售。如下面所述，FirstFire期票在本注册声明提交前已完全满足并注销。此外，FirstFire认股权证于2026年3月12日通过无现金行权方式全部行权，导致发行了52,640股普通股，且没有认股权证股份仍可发行。因此，与FirstFire期票转换股份和FirstFire认股权证行权股份相关的转售注册义务已终止。承诺股份仍处于未行权状态，但未在本注册声明中进行转售注册。

FirstFire期票满足

在2026年4月29日左右，公司已全额偿还了FirstFire票据。公司（i）向FirstFire支付了15万美元现金，（ii）以每股2.50美元的转换价格向FirstFire发行了20,000股普通股（“FirstFire 偿还股票”），代表FirstFire票据剩余未偿还余额的部分转换。在收到现金支付和发行FirstFire偿还股票后，FirstFire票据已全额偿还并被注销。尽管这些行动导致了FirstFire票据的全额偿还，但并未根据任何正式和解协议进行。FirstFire偿还股票是根据《证券法》第3(a)(9)条发行的，作为公司证券与未偿还债务的交换，未支付任何佣金或其他报酬。FirstFire偿还股票是受限证券。在上述偿还之后，FirstFire票据下的义务和限制（包括第1.10条规定的融资收益的强制使用、对可变利率交易的禁止以及第1号修正案下的重新销售登记义务）已完全消除。此前已向FirstFire发行的15,000股承诺股票以及2026年3月12日FirstFire认股权证无现金行权时发行的52,640股股票仍然有效。没有FirstFire认股权证仍然有效。

票据违约

截至本招股说明书日期，公司没有任何未偿还的本票处于违约状态。如“最近发展 - Wolf和解协议”中所述，两份最大的违约本票（原始本金分别为40万美元和50万美元，于2025年11月5日到期）已根据2026年4月27日的Wolf和解协议解决。2024年10月15日签发的修订和重述的担保本票，原始本金为25万美元（“Cole本票”），于2025年11月5日到期且此前处于违约状态，现已解决并恢复正常。此外，此前处于违约状态的三份本票（原始本金分别为5万美元、15万美元和5万美元），在2026年2月收到违约通知后，现已解决并恢复正常。一份2024年7月31日签发的可转换本票，原始本金为25万美元（经修订和重述为50万美元），截至2026年4月30日处于违约状态，已于2026年6月13日根据一项协议解决，根据该协议，持有人同意不追究任何违约条款，以换取付款计划（包括2万美元的初始付款和从2026年7月15日起的每月1.5万美元分期付款）以及Gregory T. Delory从其个人拥有的股票（而非公司发行的股票）中转让6,600股普通股。

Wolf和解协议

2026年4月27日，公司通过电子邮件交换与Sean Wolf（“Wolf”）达成了具有约束力的和解协议（“Wolf和解协议”），根据该协议，公司和Wolf同意解决并了结总计879,163美元（“和解金额”）的未偿债务，该金额代表公司之前发行的两张本票的所有本金和应计利息：\n(i) 一张面值400,000美元、利率为9.75%的本票，于2024年10月15日发行给Blackwolf Venture Group LLC，这是一家由Wolf控制的佛罗里达州有限责任公司，以及(ii) 一张面值500,000美元、利率为9.75%的本票，于2024年10月16日发行给Wolf（合称“Wolf本票”）。两张Wolf本票于2025年11月5日到期，并在Wolf和解协议签署之日已处于违约状态。和解金额将通过Wolf出售Helio普通股所得净收益来支付，具体按照以下泄漏条款：Wolf可以在任何交易日出售最多4,000股，前提是当日总交易量等于或超过20,000股，或者在任何此类交易日出售总交易量的12%，且单次出售的股份数量不得超过2,000股，除非获得公司的事先书面同意。根据Wolf和解协议，如果公司普通股在纳斯达克证券市场或纽约证券交易所上市，或者在2026年7月5日之前（以较早者为准），Wolf的每日销售限额将增加至总交易量的25%；该日期已过，截至本招股说明书发布之日，Wolf的每日销售限额为总交易量的25%。Wolf将每月两次提供经纪账户对账单，净收益将用于减少和解金额。公司同意授权ClearTrust, LLC在2026年4月28日东部时间上午9:30之前，为Wolf受益的Helio普通股的45,000股解除限制性标记。此外，Wolf负责寻求Joseph Pitman的合作，将Pitman持有的55,000股Helio普通股转让给Wolf，适用相同的泄漏条款；公司同意在转让后就这些股份出具144规则意见书。如果富达投资（Fidelity Investments）拒绝接受或处理Wolf的股份，公司须在七个营业日内找到替代的经纪公司；未能做到这一点将使Wolf和解协议无效。公司未因Wolf和解协议发行新股。

A系列优先股

2026年4月17日，公司指定发行了1,500,000股A系列可转换优先股。2026年2月6日，公司以总计15,000美元的价格出售了15股A系列可转换优先股，这些股票随即转换为12,510股普通股。公司随后根据2026年4月17日签署的A系列优先股购买协议，于2026年5月5日前后以175,000美元的价格出售了175,000股A系列可转换优先股，2026年6月16日以200,000美元的价格出售了200,000股，2026年7月16日以200,000美元的价格出售了200,000股。截至2026年7月31日，已发行并流通的A系列可转换优先股为575,000股。每股A系列可转换优先股的面值为1.00美元，享有累计年股息10%的面值（在违约事件发生时增加至22%），并且自发行之日起180天后，可按等于普通股在转换前十个交易日最低交易价格的65%的可变转换价格转换为普通股，且受制于4.99%的有益所有权限制，该限制不可豁免。

B系列优先股

2026年5月29日，公司以总计159,750美元的价格向Efrat Investments LLC出售了新指定的177,500股B系列可转换优先股（每股购买价格为0.90美元，面值1.00美元的10%原始发行折扣），2026年7月27日，公司又以总计159,750美元的价格向SilverCrest Hybrid Capital LLC出售了额外的177,500股B系列可转换优先股（每股0.90美元）。截至2026年7月31日，已发行并流通的B系列可转换优先股为355,000股。每股B系列优先股可转换为普通股，但受制于4.99%的有益所有权限制。

C系列优先股

2026年6月19日，公司以总计200,000美元的价格向Auctus Fund, LLC出售了新指定的200,000股C系列可转换优先股（每股面值1.00美元）。C系列优先股享有累计年股息10%的面值（在违约事件发生时增加至22%），并且自发行之日起180天后，可按等于普通股在转换前十个交易日最低交易价格的65%的可变转换价格转换为普通股，且受制于4.99%的有益所有权限制，该限制不可豁免。C系列优先股在股息和清算分配方面优先于普通股，但次于公司其他已发行的优先股以及所有现有和未来的债务。

股票回购计划

2026年7月2日，董事会授权公司于2026年9月30日前不定期回购最多250,000股普通股，并认可了在该计划实施前回购的9,477股。该回购计划未对外公开宣布。根据该计划，公司已通过公开市场交易回购了总计9,376 股普通股（经1比5反向股票分割调整后），总购买价格约为49,994.31美元。

额外的年末融资

在截至2025年10月31日的财年结束后，公司进行了额外的融资交易，包括于2026年1月12日至14日发行汇票和可转换票据，合计毛收益约为30万美元，以及根据多项证券购买协议于2026年2月发行合计本金约为760,272美元（净收益约为667,000美元）。这些交易在“某些关系和关联方交易”和“管理层讨论与分析 — 流动性与资本资源”中有更详细的描述。

在2026年4月9日至5月8日进行的私募中，公司向53名购买者出售了总计93,276股普通股（拆股后基础），每位购买者均声明其为合格投资者，合计毛收益为326,446.42美元。此次发行未支付销售佣金或介绍费。这些证券是依据《证券法》第4(a)(2)条和《条例D》第506(b)条提供的注册豁免条款进行发行和销售的。

反向股票分割

2026年5月9日，董事会批准并推荐了反向股票分割，比例在1比1.25至1比5之间。2026年5月11日，持有约64.70%已发行普通股的股东通过书面同意方式，而非特别会议，批准了反向股票分割及公司章程的相应修订，依据佛罗里达州公司法第607.0704条。2026年7月7日，董事会决定以1比5的比例实施反向股票分割。公司向SEC提交了14C表格的信息声明，并分发给股东，同时遵守了14C条例规定的20个日历日等待期。反向股票分割于2026年7月20日生效，这是公司向佛罗里达州州务卿提交的章程修正案中规定的生效日期。本招股说明书中所有股份总数和每股数据均考虑了1比5的反向股票分割，并以拆股后为基础。详见“本次发行 — 反向股票分割”。

本次发行

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发行的股份		2,000,000股普通股（或在承销商全部行权时的2,300,000股），基于假设的公开发行价为4.50美元，即预期价格区间的中间值。

每股发行价		我们预计每股发行价将在4.00美元至5.00美元之间。就本招股说明书而言，假设的每股公开发行价为4.50美元，即预期价格区间的中间值。实际每股发行价将由承销商与我们根据定价时的市场状况确定。因此，本招股说明书中使用的假设发行价可能不反映最终的发行价。

本次发行后流通的股份(1)		7,365,008股普通股（如果承销商全部行使超额配售选择权，则为7,665,008股），以每股4.50美元的假设公开发行价格为基础，这是本招股说明书封面上显示的公开发行价格估计范围的中点。

超额配售选择权		我们将授予承销商45天的期权，以购买在本次首次公开发行中出售的普通股的15%，仅用于覆盖任何超额配售情况。

代表的认股权证		我们已同意向R.F. Lafferty & Co., Inc.（作为承销商的代表）或其指定方发行认股权证，以购买最多相当于本次发行中出售的总股数5%的普通股，行权价格等于本次发行中出售的股票的公开发行价格的110%（经调整后）。认股权证可在自本次发行中公开证券销售开始之日起的四年半期间内随时全部或部分行权。本招股说明书构成其一部分的注册声明也注册了代表的认股权证以及行使代表的认股权证可发行的普通股。详见“承销”部分以获取更多信息。

反向股票分割		我们以1比5的比例进行了普通股的反向股票分割（“反向股票分割”）。2026年5月9日，董事会批准了反向股票分割，比例范围为1比1.25至1比5，并于2026年5月11日，持有约64.70%已发行普通股的股东通过书面同意方式批准了反向股票分割，而非召开特别会议。2026年7月7日，董事会决定以1比5的比例实施反向股票分割。在实施反向股票分割之前，公司提交并分发了14C表格的信息声明，并遵守了14C条例规定的20个日历日等待期。反向股票分割于2026年7月20日生效，这是向佛罗里达州州务卿提交的修正章程中规定的生效日期。本招股说明书中的所有股份总数和每股数据均考虑了1比5的反向股票分割，并以分割后的基础呈现。

交易市场和代码		我们已申请将我们的普通股在纳斯达克资本市场上市，拟用代码为“HLEO”。本次发行的完成取决于我们的普通股在纳斯达克资本市场上市。无法保证我们的上市申请将获得批准，或我们能满足所有适用的上市要求。

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募集资金的使用		我们预计此次首次公开发行的净收益将在扣除承销折扣（占总收益的7.0%）、不可报销的费用津贴（占总收益的1.0%）和估计的发行费用约286,202美元后，约为707.3万美元至891.4万美元，并假设不行使超额配售选择权，基于每股普通股（拆股后）假设的发行价格为4.50美元。我们计划将净收益用于：偿还某些未偿付的期票；研究和开发；销售、营销和业务发展；升级设施和基础设施；制造改进；以及一般行政和营运资金用途。详见“募集资金的用途”。

限售协议		我们的高级管理人员、董事以及持有我们已发行普通股5%或以上的股东（以及所有可行使或可转换为普通股的证券持有人）已同意在首次公开发行结束后的六个月内接受限售限制，但须遵守常规例外情况，并须事先获得代表的书面同意。

风险因素		详见“风险因素”及其他包含在本招股说明书中的信息，以了解在决定投资我们的证券前应仔细考虑的因素。

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(1)	此次发行后流通的普通股数量基于2026年10月16日流通的5,365,008股（拆股后，考虑了1比5的反向股票分割）并排除了：

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	·	根据2018年股权激励计划和2025年股权激励计划，可行使的股票期权可发行89,168股普通股，加权平均行权价为每股3.34美元（拆股后）；
	·	646,559股普通股可由未偿付的可转换期票转换而来（包括向CFI Capital LLC、GS Capital Partners, LLC、Quick Capital, LLC和Liberty Funding发行的期票），根据适用的可变转换价格；
	·	212,138股普通股可由未偿付的575,000股A系列可转换优先股转换而来，转换价格为转换前10个交易日最低交易价格的65%；
	·	124,423股普通股可由未偿付的355,000股B系列可转换优先股转换而来，转换价格将根据公司章程的规定确定；
	·	73,787股普通股可由未偿付的200,000股C系列可转换优先股转换而来，转换价格为转换前10个交易日最低交易价格的65%；
	·	27,778股普通股可由未偿付的250,000股D系列可转换优先股（每股面值0.40美元）转换而来，这些股票在此次发行中可由持有人选择转换为此次发行价格的20%或在我们的普通股上市后以发行价的20%折扣转换。
	·	100,000 股普通股可在行使代表权认股权证时发行，该认股权证将与本次发行一并发行（如果承销商全部行权，则为 115,000 股），每股行权价为 4.95 美元（相当于假设的公开发行价的 110%）；以及
	·	300,000 股普通股可用于公司 2025 年股权激励计划的未来发行，该计划的最大总股份储备为 300,000 股（拆股后），且不受任何自动年度增加的约束。

风险因素

投资我们的证券涉及高度风险。在决定购买我们的证券之前，请仔细考虑以下每项风险，以及本招股说明书中的所有其他信息，包括合并财务报表和相关附注。如果以下任何风险实际发生，我们的业务可能会受到损害。此处描述的风险和不确定性并不是我们面临的所有风险。可能还有其他我们目前未知或认为不重要的风险和不确定性也会影响我们的运营。

与我们财务状况相关的风险

公司可能需要额外资金，但可能无法获得。

公司需要的资金超过其现有的现金资源，以弥补运营赤字、开发新产品或服务、建立和扩展其营销能力，并为一般和行政活动提供资金。截至 2026 年 7 月 31 日，公司拥有约 520,504 美元的现金及现金等价物，其截至 2025 年 10 月 31 日和 2024 年 10 月 31 日财年的财务报表的审计报告中均包含一段解释性段落，表达了对公司持续经营能力的严重怀疑。截至本招股说明书发布之日，所有此前违约的票据均已解决，并已恢复正常。由于公司当前的财务状况和总体市场状况，公司可能无法在需要时获得额外资金。如果公司无法获得额外资金，可能无法在到期时偿还债务。如果公司能够获得资金，可能是在不利的条件或过度稀释现有股权持有人的条件下获得。如果公司无法在需要时获得额外资金，可能被迫推迟其开发、营销和扩张工作，如果继续亏损，甚至可能停止运营。

我们有应付票据违约的历史，未来可能再次违约。

截至本招股说明书日期，所有此前违约的本票均已解决并已恢复正常。如“最近进展 — Wolf 和解协议”所述，两张最大的违约本票（原始本金分别为40万美元和50万美元）已根据2026年4月27日的Wolf和解协议解决。一份经修订和重述的担保本票，于2024年10月15日签发，原始本金为25万美元（“Cole本票”），在2025年11月5日到期后曾违约，现已解决并恢复正常。另外三张本票（原始本金分别为5万美元、15万美元和5万美元）在2026年2月收到通知后曾违约，也已解决。一张可转换本票，原始本金为25万美元（经修改为50万美元），在2026年4月30日时曾违约，已于2026年6月13日根据一项协议解决，根据该协议，持有人同意不追究任何违约条款，以换取2万美元的初始付款、从2026年7月15日起的每月1.5万美元分期付款，以及Gregory T. Delory从其个人拥有的股份中转移6,600股普通股（而非公司发行的股份）。尽管所有现有违约均已解决，但公司的流动性状况仍受限制，无法保证未来不会出现新的违约情况。

我们对继续作为持续经营的企业存在重大疑虑，这可能会影响我们筹集资金和开展业务的能力。

我们独立注册会计师事务所对截至2025年10月31日和2024年10月31日止财年的合并财务报表的审计报告中，均包含了一段说明，表达了对我们持续作为持续经营的企业能力的重大疑虑。我们继续作为持续经营的能力取决于我们通过本次发行及其他融资筹集额外资本的能力以及实现盈利的能力。我们无法保证能够做到这一点。如果我们无法筹集到足够的资金或实现盈利，我们可能被迫缩减业务、清算资产或完全停止运营，这将导致您的投资完全损失。

我们已发现我们在财务报告内部控制方面存在重大缺陷，如果未能加以纠正，我们准确及时报告财务结果的能力可能会受到影响。

在与截至2026年7月31日止季度的10-Q表季度报告相关的情况下，管理层得出结论认为，截至2026年7月31日，我们的信息披露控制和程序无效，原因是我们在财务报告内部控制方面存在重大缺陷，包括财务和会计职能中缺乏职责分离以及缺乏足够了解美国通用会计准则（U.S. GAAP）和证券交易委员会（SEC）报告要求的合格会计人员。如果我们无法纠正这些重大缺陷，或者我们发现其他重大缺陷，我们将可能无法准确或及时报告我们的财务状况或经营成果，这可能导致投资者对我们报告的财务信息失去信心，并对我们的普通股市场价格产生不利影响。

我们曾出现过净亏损，并且累计亏损，我们预计将继续出现亏损。

我们在截至2025年10月31日的财年（4,030,471美元）和截至2024年10月31日的财年（1,862,683美元）均出现了净亏损，并且截至2026年7月31日的九个月内出现了6,851,175美元的净亏损。截至2026年7月31日，我们的股东权益总额约为-2,757,273美元。随着我们对运营的投资和业务增长的寻求，我们预计将继续出现亏损。

我们有未偿还的债务，我们可能无法偿还或支付我们的债务。

As of the date of this prospectus, we have significant\noutstanding indebtedness, including multiple promissory notes and convertible notes. All notes previously in default have been resolved\nas of the date of this prospectus. The aggregate outstanding obligation of $879,163 under two previously defaulted secured promissory\nnotes (the “Wolf Notes”) was settled in full pursuant to the Wolf Settlement Agreement dated April 27, 2026, pursuant\nto which a former officer of the Company personally transferred 100,000 shares of Helio common stock to the noteholders; the Company recognized\nthis as a capital transaction during fiscal year 2026. The Cole Note, which matured November 5, 2025, has been resolved and is now current.\nA convertible promissory note originally in the principal amount of $250,000 (amended to $500,000) that was previously in default was\nresolved on June 13, 2026. If we are unable to service our remaining outstanding indebtedness when due, such actions could have a material\nadverse effect on our business, financial condition, and results of operations.

Our cash position is limited and we will\nrequire additional financing to fund our operations and growth.

As of July 31, 2026, we had cash and cash equivalents\nof approximately $520,504. We do not believe that our current cash resources are sufficient to fund our operations beyond the near term.\nWe are highly dependent on the proceeds of this offering and future financing activities to fund our operations. If we cannot raise sufficient\ncapital, we may be forced to reduce or cease operations.

Risks Relating to Our Business, Industry, and\nStrategy

Our business focuses exclusively on the\nspace industry and therefore is not diversified.

During a prolonged period of significant market\ndisruption in the space industry, such as the adverse impact the COVID-19 pandemic had and other macroeconomic factors such as when\nrecessions occur, our business may be disproportionately impacted compared to companies that are more diversified in the industries they\nserve. A more diversified company with significant sales and earnings derived from outside the space industry may be able to recover more\nquickly from significant market disruptions.

A significant portion of our revenue is\nderived from U.S. government contracts, which are subject to termination, reduction, and budgetary uncertainty.

Because a significant percentage of our revenue (approximately\n70% for the fiscal year ended October 31, 2025, approximately 92% for the nine months ended July 31, 2026, and approximately 82% for the\nthree months ended July 31, 2026) is derived either directly or indirectly from contracts with the U.S. government, including through\nNASA, changes in federal government budgetary priorities could directly affect our financial performance.

According to the Fiscal Y 2027 President’s\nBudget released on April 2026, the White House released its proposed budget for FY 2027, which included an overall reduction of approximately\n23% to NASA’s budget from current enacted levels, including proposed cuts of approximately $3.4 billion to NASA’s science programs, which\nhave historically represented a significant source of revenue for the Company. While Congress declined to enact the proposed cuts to NASA\nscience programs for FY 2026 and restored NASA’s budget to near prior-year levels, there can be no assurance that Congress will take similar\naction with respect to the FY 2027 budget or future fiscal years. Additionally, while Heliospace participates in lunar exploration programs\nthat have to date received continued government support, the current political environment introduces significant uncertainty regarding\nfuture NASA funding levels that cannot be predicted with reasonable certainty. Significant budget cuts to NASA science programs, if enacted\nfor FY 2027 or beyond, could have a material adverse effect on the Company’s revenue and results of operations.

We have a history of promissory note defaults\nand may be subject to legal proceedings in the future.

As of the date of this prospectus, the Company is\nnot in default under any outstanding promissory note. As described elsewhere in this prospectus, all notes previously in default, including\nthe Cole Note, the $400,000 and $500,000 notes resolved pursuant to the Wolf Settlement Agreement, and a convertible promissory note originally\nin the principal amount of $250,000 (as amended to $500,000) resolved pursuant to a June 13, 2026 payment and equity arrangement, have\nbeen fully resolved and are now current. See also “Recent Developments - Note Defaults” and “Recent Developments - Wolf Settlement Agreement.”

Our limited operating history and declining\nrevenues make it difficult to evaluate our future prospects.

Our limited operating history makes it difficult\nto evaluate our future prospects and the risks and challenges we may encounter. We have not demonstrated a sustained ability to generate\npredictable revenue from our products and services. Consequently, any assessment you make about our current business or future success\nor viability may not be as accurate as it could be if we had a longer operating history. Further, our limited financial track record is\nof limited reference value for your assessment of our business and future prospects.

Risks and challenges we have faced or expect to\nface include our ability to:

forecast our revenue and budget for and manage\nour expenses;

attract new customers and retain existing customers;

effectively manage our growth and business operations,\nincluding planning for and managing capital expenditures for our current and future space and space-related systems and services,\nmanaging our supply chain and supplier relationships related to our current and future product and service offerings, and integrating\nacquisitions;

comply with existing and new or modified laws\nand regulations applicable to our business;

anticipate and respond to macroeconomic changes\nand changes in the markets in which we operate;

maintain and enhance the value of our reputation\nand brand;

develop and protect our intellectual property;\nand

hire, integrate, and retain talented people at\nall levels of our Company.

We have experienced significant and continuing revenue\ndeclines that make it difficult to forecast our future results. Revenue for the fiscal year ended October 31, 2025 decreased by approximately\n44% to $3,875,793 from $6,891,223 for the fiscal year ended October 31, 2024, which itself reflected a decline of approximately 25% from\n$9,209,329 in fiscal year 2023. Contributing factors to the FY2025 decline include continuing budget cuts to NASA programs enacted by\nthe current administration, combined with the extended government shutdown, which reduced the overall volume of work available to us.\nDuring the fiscal year ended October 31, 2025, we serviced eleven customers-two direct government customers, four private or commercial\ncustomers, three nonprofit customers for whom we manufactured products as a subcontractor to government customers, and two commercial\ncustomers whose source of funds was private investment-compared to thirteen customers during fiscal year 2024. This contraction in our\ncustomer base, combined with continued dependence on government-funded programs, increases our vulnerability to further budget-driven\ndisruptions. For the nine months ended July 31, 2026, revenue was $11,543,492, compared to $33,384,423 for the nine months ended July\n31, 2025, a decline of approximately 54%, and for the three months ended July 31, 2026, revenue was $590,626, compared to $784,587 for\nthe three months ended July 31, 2025, a decline of approximately 25%. During the nine months ended July 31, 2026, we serviced only six\ncustomers, compared to eleven customers in the comparable prior-year period. We may continue to incur losses in future periods. While\nwe are actively working to expand into new commercial markets and have identified specific opportunities in the commercial and defense\nsectors, the primary challenge is the time and resources required to successfully transition and grow our business beyond government-funded\nprograms. There can be no assurance that such efforts will succeed or will be completed on a timeline sufficient to offset any continued\nreduction in government-funded revenues.

If we fail to address the risks and difficulties\nthat we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, and results of operations could be adversely affected. In addition, because\nwe have limited historical financial data and operate in a rapidly evolving market, any predictions about our future revenue and expenses\nmay not be as accurate as they would be if we had a longer operating history or operated in a more developed market. We have encountered\nin the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating\nhistories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate\nour business, are incorrect or change or if we do not address these risks successfully, our results of operations could differ materially\nfrom our expectations and our business, financial condition, and results of operations could be adversely affected.

The Company may not be able to manage its\npotential growth.

For the Company to succeed, it needs to experience\nsignificant expansion. There can be no assurance that it will achieve this expansion. This expansion, if accomplished, may place a significant\nstrain on the Company’s management, operational and financial resources. To manage any material growth, the Company will be required\nto implement operational and financial systems, procedures and controls. It also will be required to expand its finance, administrative\nand operations staff. There can be no assurance that the Company’s current and planned personnel, systems, procedures and controls\nwill be adequate to support its future operations at any increased level. The Company’s failure to manage growth effectively could\nhave a material adverse effect on its business, results of operations, and financial condition.

The Company’s growth relies on market\nacceptance.

While the Company believes that there will be\nsignificant customer demand for its products and services, there is no assurance that there will be broad market acceptance of the Company’s\nofferings. A substantial portion of the Company’s revenue has historically been derived from U.S. government sources, and proposed federal\nbudget cuts - including proposed reductions to NASA’s Science Mission Directorate under recent White House budget proposals for FY 2026\nand FY 2027 - could materially reduce demand for the Company’s core products and services. Although the Company is actively working to\nincrease the percentage of revenue from private and commercial sources and to expand its offerings to defense agencies, there can be no\nassurance that these efforts will succeed or will fully offset any reduction in government spending. In such event, there may be a material\nadverse effect on the Company’s results of operations and financial condition and the Company may not be able to achieve its business\ngoals.

Our operating results may continue to be\nadversely affected as a result of unfavorable market, economic, social and political conditions.

An unstable global economic, social, and political\nenvironment may have a negative impact on demand for our services, our business, and our operations, including the U.S. economic\nenvironment. The economic, social, and political environment has or may negatively impact, among other things:

\n\n\n\n\n\n\n\n\n

	·	current and future demand for our services;

	·	price competition for our products and services;\nand

	·	availability of Government funding.

In addition, broader fiscal challenges at the\nfederal level-such as the rising national debt, persistent budget deficits, and the risk of government shutdowns or extended continuing\nresolutions-could result in delays to contract funding or payments, reduced availability of new program opportunities, and increased uncertainty\nin our long-term planning. These macroeconomic pressures may also negatively affect private sector customers that rely on or benefit from\ngovernment-funded space and research initiatives.

Our success depends on the effectiveness\nand continuity of our senior management team and key personnel, and any difficulty attracting, retaining, or transitioning leadership\ncould adversely affect our business.

The Company has recently strengthened its senior\nmanagement team with experienced leadership across key executive functions, including the appointment of a new Chief Executive Officer,\nChief Financial Officer, and Chief Technology Officer, and has made intentional changes to its Board composition. While these changes\nare designed to enhance the Company’s execution and growth capabilities, any period of leadership change involves inherent risks - including\npotential continuity challenges in customer relationships, ongoing project execution, and strategic initiatives - regardless of the purpose\nor circumstances of such changes. There can be no assurance that the Company’s current leadership team will achieve the Company’s strategic\nobjectives on the expected timeline, or that any transition-related challenges will not adversely affect our business, results of operations,\nand financial condition.

Our success depends heavily on our executive\nofficers and highly trained employees, and difficulty hiring or retaining similar employees could adversely affect our business.

We depend on an educated and trained workforce.\nHistorically, substantial competition for skilled personnel in the aerospace industry has existed, and we could be adversely affected\nby a shortage of skilled employees. We may not be able to fill new positions or vacancies created by expansion or turnover or attract\nand retain qualified personnel. We may not be able to continue to hire, train, and retain qualified employees at current wage rates since\nwe operate in a competitive labor market and currently significant inflationary and other pressures on wages exist.

Our future ability to execute our business plan\ndepends upon the continued service of our Chief Executive Officer, Chief Technology Officer, and Chief Engineer. If we lost the services\nof one or more of our key personnel, or if one or more of our executive officers or employees joined a competitor or otherwise competed\nwith us, our business may be adversely affected. We cannot assure that we will be able to retain or replace our key personnel.

In addition, our success depends in part on our\nability to attract and motivate our senior management and key employees. Achieving this objective may be difficult due to a variety of\nfactors, including fluctuations in economic and industry conditions, competitors’ hiring practices and the effectiveness of our\ncompensation programs. Competition for qualified personnel can be intense. If we are unable to effectively provide for the succession\nof key personnel, senior management, and our executive officers, our business, results of operations, cash flows, and financial condition\nmay be adversely affected.

Competition could cause downward pressure\non prices, fewer customer orders, reduced margins, and loss of market share.

Competition within our product offerings, across\nindividual products and applications, ranges from divisions of large corporations that may be better capitalized and have more industry\nor management experience, to small, privately held companies that may be more innovative or agile than we are. Any of these factors could\nnegatively impact our ability to take advantage of new business opportunities and expand into new commercial markets or cause us to lose\nmarket share.

The market for our products and services\nis uncertain and may not grow as expected.

The market for our products and services has not\nbeen fully established as the commercialization of space is a relatively new development and is rapidly evolving. Our estimates for the\ntotal addressable markets for our products and services are based on a number of factors, including third-party estimates or variables\nthat are out of our control including assumed prices at which we can offer our products and services, our ability to leverage our current\nmanufacturing and operational processes, and general market conditions. While we believe our assumptions and the data underlying our estimates\nof the total addressable markets for our products and services are reasonable, these assumptions and estimates may not be correct and\nthe conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying\nfactors. As a result, our estimates of the annual total addressable markets, as well as the expected growth rate for the total addressable\nmarket for those products and services, may prove to be incorrect, which could have a material adverse effect on our business, financial\ncondition, and results of operations. In addition, if our revenue-generating projects are terminated or delayed and we are unable\nto replace them with new projects on similar terms, or at all, or if revenue grows slower than we anticipate, we may not be able to achieve\nprofitability and our business, financial condition, and results of operations may be materially and adversely affected.

If we are unable to adapt to technological\nchange, demand for our products may be reduced.

The market for our products and services is characterized\nby rapid change and technological developments. Failure to respond in a timely and cost-effective way to these technological developments\nwould result in serious harm to our business and operating results. The technologies related to our products have undergone and, in the\nfuture, may undergo, significant changes. As a result, our continued growth, and the success of our business strategy will depend, in\npart, on our ability to be both innovative and agile in designing, developing, manufacturing, assembling, testing, marketing and supporting\nnew products and enhancements and we may not be able to do so successfully, if at all, or on a timely, cost effective, or repeatable basis.\nIf we cannot in a timely and cost-effective manner satisfy changing customer needs and respond to changing industry cycles, it may\nadversely affect our business, financial condition, and results of operations. Our competitors may develop technologies and products that\nare more effective than those we develop or that render our technology and products obsolete or noncompetitive. Furthermore, our products\ncould become unmarketable if new industry standards emerge. We may need to modify our products significantly in the future to remain competitive\nand new products we introduce may not be accepted by our customers.

We believe that, in order to remain competitive\nin the future, we will need to continue to invest significant financial resources to develop new products, services and solutions, including\nthrough internal research and development, acquisitions and joint ventures or other teaming arrangements. These expenditures could divert\nour attention and resources from other projects, and we cannot be sure that these expenditures will ultimately lead to the timely development\nof new products, services and solutions or identification of and expansion into new markets. Due to the design complexity of our products,\nwe may, in the future, experience delays in completing the development and introduction of new products. Any delays could result in increased\ncosts of development or deflect resources from other projects. In addition, there can be no assurance that the market for our products\nwill develop or continue to expand or that we will be successful in newly identified markets as we currently anticipate. If we are unable\nto achieve sustained growth, we may be unable to execute our business strategy, expand our business or fund other liquidity needs and\nour business prospects, financial condition, and results of operations could be materially and adversely affected. Furthermore, we cannot\nbe sure that our competitors will not develop competing technologies that gain market acceptance in advance of our products.

Federal contracting is subject to significant\nregulation, and non-compliance could subject us to fines and penalties.

Like all government contractors, we are subject\nto risks associated with this contracting. These risks include the potential for substantial civil and criminal fines and penalties. These\nfines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices\nor otherwise failing to follow cost accounting standards, receiving or paying kickbacks or filing false claims. We have been, and expect\nto continue to be, subjected to audits and investigations by government agencies. The failure to comply with the terms of our government\ncontracts could harm our business reputation, which could significantly reduce our sales and earnings. It could also result in our suspension\nor debarment from future government contracts, which would adversely affect our business, financial condition, results of operations,\nand cash flows. Moreover, U.S. Government purchasing regulations contain a number of operational requirements that apply to entities\nengaged in government contracting. Failure to comply with such government contracting requirements could result in civil and criminal\npenalties that could have a material adverse effect on the Company’s results of operations.

The U.S. government may modify, curtail\nor terminate one or more of our contracts, and failure to comply with contract terms or applicable laws and regulations in relation to\nour U.S. government contracts could expose us to penalties or other adverse consequences.

The U.S. government contracting party may modify,\ncurtail or terminate its contracts with us, without prior notice and either at its convenience or for default based on performance. In\naddition, funding pursuant to our U.S. government contracts may be reduced or withheld as part of the U.S. Congressional appropriations\nprocess. Any loss or anticipated loss or reduction of expected funding and/or modification, curtailment, or termination of one or more\nof our U.S. government contracts could have a material adverse effect on our earnings, cash flow and/or financial position, as well as\nour access to government testing facilities and/or our ability to secure pre-certification operating experience and/or revenues.

The U.S. government may also audit and investigate\ncontractors and subcontractors; claim rights, including intellectual property rights, in products and data developed under certain contracts;\nsuspend or debar contractors from doing business with the government or a specific government agency; impose U.S. manufacturing requirements\nfor products that embody inventions conceived or first reduced to practice under such agreements; and control or prohibit the export of\nproducts.

If the government discovers improper or illegal\nactivities or contractual non-compliance (including improper billing), we may be subject to various civil and criminal penalties and administrative\nsanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or debarment\nfrom doing business with the government. Also, the qui tam provisions of the federal and various state civil False Claims Acts authorize\na private person to file civil actions on behalf of the federal and state governments and retain a share of any recovery which can include\ntreble damages and civil penalties. Further, the negative publicity that could arise from any such penalties, sanctions or findings could\nhave an adverse effect on our reputation and reduce our ability to compete for new contracts with both government and commercial clients.

Technology failures or cyber security breaches\ncould have an adverse effect on our business.

We rely on information technology systems to process,\ntransmit, store, and protect electronic information. For example, a significant portion of the communications between our personnel, customers,\nsuppliers, and vendors depends on information technology and we rely on access to such information systems for our operations. Additionally,\nwe rely on third-party service vendors to execute certain business processes and maintain certain information technology systems\nand infrastructure. The security measures in place may not prevent disruptions, failures, computer viruses or other malicious codes, malware\nor ransomware incidents, unauthorized access attempts, theft of intellectual property, trade secrets, or other corporate assets, denial\nof service attacks, phishing, hacking by common hackers, criminal groups or nation-state organizations or social activist (“hacktivist”)\norganizations and other cyber-attacks or other privacy or security breaches in the information technology, phone systems, or other\nsystems (whether due to third-party action, bugs or vulnerabilities, physical break-ins, employee error, malfeasance\nor otherwise) of the Company, our customers or third parties, which could adversely affect our communications and business operations.\nFurther, events such as natural disasters, fires, power outages, systems failures, telecommunications failures, employee error or malfeasance\nor other catastrophic events could similarly cause interruptions, disruptions or shutdowns, or exacerbate the risk of the failures described\nabove. These risks may be increased as more employees work from home. We may not have the resources or technical sophistication to anticipate,\nprevent or detect rapidly evolving types of cyber-attacks and other security risks. Attacks may be targeted at us, our customers,\nsuppliers or vendors, or others who have entrusted us with information. To date, the Company has not experienced any material impact to\nthe business or operations resulting from information or cybersecurity attacks. However, because of the frequently changing attack techniques,\nalong with the increased volume, persistence and sophistication of the attacks, the Company may be adversely impacted in the future. Because\nsuch techniques change frequently or may be designed to remain dormant until a predetermined event and often are not recognized until\nlaunched against a target, we may be unable to anticipate these techniques or implement sufficient control measures to defend against\nthese techniques. Once a security incident is identified, we may be unable to remediate or otherwise respond to such an incident in a\ntimely manner. While the Company has policies and procedures in place, including system monitoring and data back-up processes\nto prevent or mitigate the effects of these potential disruptions or breaches, security breaches and other disruptions to information\ntechnology systems could interfere with our operations. Any failure to maintain, or disruption to, our information technology systems,\nwhether as a result of cybersecurity attacks or otherwise, could damage our reputation, subject the Company to legal claims and proceedings\nor remedial actions, create risks of violations of data privacy laws and regulations, and cause us to incur substantial additional costs.\nExisting or emerging threats may have an adverse impact on our systems or communications networks and, further, technological enhancements\nto prevent business interruptions could require increased spending. Furthermore, security breaches pose a risk to confidential data and\nintellectual property, which could result in damage to our competitiveness and reputation. The costs, potential monetary damages, and\noperational consequences of responding to cyber incidents and implementing remediation measures may not be covered by any insurance that\nwe may carry from time to time. We cannot predict the degree of any impact that increased monitoring, assessing, or reporting of cybersecurity\nmatters would have on operations, financial conditions and results.

From time to time, we may implement new technology\nsystems or replace and/or upgrade our current information technology systems. These upgrades or replacements may not improve our productivity\nto the levels anticipated and may subject us to inherent costs and risks associated with implementing, replacing, and updating these systems,\nincluding potential disruption of our internal control structure, substantial capital expenditures, demands on management time, and other\nrisks of delays or difficulties in transitioning to new systems or of integrating new systems into other existing systems.

We rely on direct electronic interfaces with some\nof our key customers, suppliers, and vendors. Cyber security breaches or technology failures at our customers could result in changes\nto timing and volume of orders. Additionally cyber security breaches or technology failures at our suppliers or vendors could impact the\ntiming or availability of key materials that could negatively impact our ability to deliver products to our customers.

Our operations depend on our manufacturing\nfacilities, which are subject to physical and other risks.

Our operations and those of our customers and\nsuppliers have been and may again be subject to natural disasters, climate change-related events, pandemics, or other business disruptions,\nwhich could seriously harm our results of operation and increase our costs and expenses. Some of our manufacturing facilities are located\nin regions that may experience earthquakes or be impacted by severe weather events, such as increased storm frequency or severity in the\nAtlantic and fires in hotter and drier climates. These could result in potential damage to our physical assets as well as disruptions\nin manufacturing activities. Some of our manufacturing facilities are located in areas that may be at risk due to rising sea levels. Moreover,\nsome of our manufacturing facilities are located in areas that could experience decreased access to water due to climate issues, including,\nbut not limited to, our facilities in California.

We are also vulnerable to damage from other types\nof disasters, including power loss, fire, explosions, floods, communications failures, terrorist attacks, and similar events. Disruptions\ncould also occur due to health-related outbreaks and crises, cyber-attacks, computer or equipment malfunction, accidental or intentional,\noperator error, or process failures. Should insurance or other risk transfer mechanisms, such as our existing disaster recovery and business\ncontinuity plans, be insufficient to recover all costs, we could experience a material adverse effect on our business, results of operations,\nfinancial position, and cash flows.

We depend on third-party fabricators and\ncomponent suppliers to manufacture our hardware, and any disruption in their operations or supply chains could adversely affect our ability\nto deliver products to our customers.

Heliospace outsources the fabrication of hardware\ncomponents to third-party manufacturers after translating designs to detailed drawings. We do not maintain an inventory of raw materials\nor finished goods, and the value we add is primarily through design, engineering, assembly, and testing. While we seek to maintain multiple\nqualified sources for critical components and conduct quality assurance reviews of incoming materials, we are nonetheless dependent on\nthe performance, capacity, and financial stability of our vendors. Disruptions in third-party fabrication, whether due to supply chain\ninterruptions, vendor financial difficulties, natural disasters, geopolitical events, or quality failures, could delay our deliveries,\nincrease our costs, or cause us to fail to meet contractual milestones, any of which could harm our customer relationships and financial\nresults. Some of the components used in our hardware incorporate relatively scarce raw materials. Although our third-party fabricators\nhave historically been able to procure such materials, we cannot guarantee they will continue to do so in the future. Our failure to maintain\nan adequate supply of components and materials from third-party fabricators could have a material adverse effect on our business, financial\ncondition, and results of operations.

Our revenue is highly concentrated among\na small number of customers, and the loss of, or significant reduction in business from, any key customer could materially adversely affect\nour financial results.

A significant percentage of our revenue has historically\nbeen derived from a small number of customers. Approximately 70% and 75% of our revenue for the fiscal years ended October 31, 2025 and\nOctober 31, 2024, respectively, was derived, directly or indirectly, from U.S. government sources, either as a prime contractor or as\na subcontractor, and in each such period, more than 67% of our revenue was attributable to three customers. For the nine months ended\nJuly 31, 2026, approximately 92% of our revenue was derived from government sources, serviced by only six customers. One prime contractor\ncustomer under an indefinite delivery/indefinite quantity (“IDIQ”) contract with NASA accounted for approximately 31%\nof our revenue in the fiscal year ended October 31, 2025. Additionally, four customers accounted for approximately 94% of our outstanding\naccounts receivable as of July 31, 2026. Our customers generally have no obligation to renew, upgrade, or expand their agreements with\nus after the terms of their existing agreements expire. In addition, many of our customer contracts permit the customer to terminate their\ncontracts with us for convenience, for default, or for other reasons specified in our contracts, with notice periods of varying lengths.\nIf one or more of our customers terminate their relationships with us, fail to renew or extend their contracts, significantly reduce the\nscope of work, or if funding for programs that support our contracts is reduced or eliminated, our revenue could decline substantially\nand our results of operations would be adversely affected. This adverse impact would be more pronounced for customers that represent a\nmaterial portion of our revenue or accounts receivable. Our efforts to diversify our customer base and reduce our dependence on government-funded\nprograms may not succeed on a timeline sufficient to offset any such loss, which could have a material adverse effect on our business,\nfinancial condition, and results of operations.

Pricing pressures from customers could reduce\nthe demand and/or price for our products and services.

From time to time, we may face pricing pressures\nfrom our customers due to factors beyond our control, including liquidity constraints and adverse macroeconomic conditions. If we are\nunable to respond to pricing pressures or otherwise successfully compete for new business, our revenue growth and operating margins may\ndecline.

If we fail to establish and maintain important\nrelationships with government agencies and prime contractors, our ability to successfully maintain and develop new business could be materially\nadversely affected.

Our reputation and relationship with the U.S.\ngovernment are key factors in maintaining and developing new business opportunities. Negative press reports regarding conflicts of interest,\npoor contract performance, employee misconduct, information security breaches or other aspects of our business, regardless of accuracy,\ncould harm our reputation.

We have contracts with the U.S. government\nrelated to classified programs, which may limit investor insight into portions of our business.

We derive a portion of our revenues from programs\nwith the U.S. government and its agencies that are subject to security restrictions (e.g., contracts involving classified information\nand classified programs), which preclude the dissemination of information and technology that is classified for national security purposes\nunder applicable law and regulation. In general, access to classified information, technology, facilities, or programs requires appropriate\npersonnel security clearances, is subject to additional contract oversight and potential liability, and also requires appropriate facility\nsecurity clearances and other specialized infrastructure. In the event of a security incident involving classified information, technology,\nfacilities, programs, or personnel holding clearances, we may be subject to legal, financial, operational, and reputational harm. We are\nlimited in our ability to provide information about these classified programs, their risks or any disputes or claims relating to such\nprograms. As a result, investors have less insight into our classified business or our business overall. However, historically the business\nrisks associated with our work on classified programs have not differed materially from those of our other government contracts.

Risks Relating to the Reverse Stock Split

Our reverse stock split may not achieve the\nintended benefits and could have adverse effects.

We have effected a reverse stock split of our\nCommon Stock at a ratio of 1-for-5. On May 9, 2026, the Board of Directors approved the Reverse Stock Split within the range of 1-for-1.25\nto 1-for-5, and on May 11, 2026, holders of approximately 64.70% of the outstanding shares of Common Stock approved the Reverse Stock\nSplit and the related amendment to the Articles of Incorporation by written consent. On July 7, 2026, the Board determined the final ratio\nof 1-for-5. Prior to effecting the Reverse Stock Split, the Company filed and distributed to shareholders an Information Statement on\nSchedule 14C and observed the required 20-calendar-day waiting period under Regulation 14C. The Reverse Stock Split became effective on\nJuly 20, 2026, the effective date specified in the Articles of Amendment filed with the Florida Department of State. While we expect the\nReverse Stock Split to increase the per-share price of our Common Stock and facilitate our Nasdaq listing application, we cannot guarantee\nthat the per-share price will increase proportionately or that it will remain at a level sufficient for the Nasdaq Capital Market to approve\nour listing application or to maintain a listing following the Reverse Stock Split. In addition, reverse stock splits often lead to short-term\nprice volatility. Additionally, following the Reverse Stock Split, the number of shares reserved for issuance under our 2025 Equity Incentive\nPlan was reduced proportionately and was subsequently further reduced to 300,000 shares by amendment to the plan, which also eliminated\nthe plan’s automatic annual increase, which could limit our ability to attract and retain employees through equity compensation.

Following the reverse stock split, our stock\nprice may fail to satisfy the Nasdaq minimum bid price requirement.

Even after the reverse stock split, there is no\nguarantee that the per-share market price of our Common Stock will meet the minimum bid price requirement of the Nasdaq Capital Market\n($4.00 per share at time of listing) or that it will remain at that level following our listing. If our stock price declines below\nthe applicable minimum bid price, we may be subject to delisting procedures.

Risks Relating to Our Common Stock and This\nOffering

Our application for listing on the Nasdaq Capital\nMarket has been submitted but may not be approved, in which case we will not consummate the primary offering.

Consummation of the primary offering described herein\nis conditioned upon our Common Stock being approved for listing on the Nasdaq Capital Market. We have submitted a listing application;\nhowever, there can be no assurance that our application will be approved or that we will be able to satisfy all applicable listing requirements.\nIf our application is not approved or we are unable to satisfy the listing requirements, we will not consummate the primary offering.

As the offering price is substantially higher\nthan our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase Common Stock in this offering, you will pay more for\nyour shares of Common Stock than the amount paid by our existing stockholders for their shares on a per share basis. As a result, you\nwill experience immediate and substantial dilution in net tangible book value per share in relation to the price that you paid for your\nshares. We expect the dilution as a result of the offering to be $3.84 per share to\nnew investors purchasing our shares of Common Stock in this offering, based on an assumed initial offering price $4.50, which is the midpoint\nof the price range set forth on the cover page of this prospectus. In addition, you will experience further dilution to the extent that\nour shares are issued upon the exercise of any warrants, including the Representative Warrants or exercise of stock options under any\nstock incentive plans.\nSee “Dilution” for a more complete description of how the value of your investment in our shares will be diluted upon\ncompletion of this offering.

You may experience significant dilution\nfrom the conversion of outstanding convertible instruments.

In addition to dilution from the primary offering,\ninvestors will experience significant additional dilution from:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	The conversion of other outstanding convertible promissory notes (including notes issued to CFI Capital, GS Capital Partners, Quick Capital, and others);

	·	The conversion of the 250,000 outstanding shares of Series D Convertible\nPreferred Stock;

	·	The conversion of the\n 575,000 outstanding shares of Series A Convertible Preferred Stock at a variable conversion price equal to 65% of the lowest trading\n price during the 10 trading days preceding conversion. The conversion of the 250,000 outstanding shares of Series D Convertible\n Preferred Stock;

	·	The conversion of the 355,000 outstanding shares of Series B Convertible Preferred Stock at a conversion price to be determined in accordance with the Certificate of Designation;

	·	The conversion of the 200,000 outstanding shares of Series C Convertible Preferred Stock at a variable conversion price equal to 65% of the lowest trading price during the 10 trading days preceding conversion;

	·	Outstanding employee stock options (89,168 options, post-split); and

	·	The shares issuable under the Representative Warrants issued to the underwriter.

The cumulative effect of all of the foregoing\ncould result in substantial dilution to investors purchasing shares in this offering. The actual amount of dilution will depend on, among\nother things, the reverse stock split ratio, the market price of our Common Stock at the time of conversion or exercise of the applicable\ninstruments, and the number of shares sold in this offering. For a more detailed discussion of the dilution you will experience as a result\nof this offering, see “Dilution.”

Future sales or conversion of our Common\nStock or other securities could depress the market price of our Common Stock.

Future sales in the public market of shares of\nour Common Stock, or securities convertible into or exchangeable or exercisable for shares of Common Stock, or the perception by the market\nthat these sales could occur, could lower the market price of our Common Stock and make it more difficult for us to sell equity securities\nin the future at a time and at a price that we deem appropriate. Sources of potential future sales include: (i) shares sold in the primary\noffering; (ii) the 52,640 shares issued to FirstFire upon the cashless exercise of the FirstFire Warrant on March 12, 2026; (iii) the\n15,000 Commitment Shares previously issued to FirstFire; (iv) shares issuable upon conversion of other outstanding convertible notes,\nincluding notes issued to CFI Capital, GS Capital Partners, and Quick Capital; (v) shares issuable upon conversion of the Series A, Series\nB, Series C, and Series D Preferred Stock; (vi) shares issuable upon exercise of the Representative Warrants; and (vii) shares held by\nour existing stockholders, including shares issued to our officers and directors, upon expiration of the applicable lock-up period. Additionally,\nup to 100,000 shares of our Common Stock may become eligible for sale pursuant to the Wolf Settlement Agreement dated April 27, 2026,\nincluding 45,000 shares currently held in book entry for Wolf’s benefit and up to 55,000 shares expected to be transferred to Wolf\nfrom Joseph T. Pitman, our former Chief Technology Officer and former Director, subject to negotiated leak-out limitations, under which\nWolf’s daily sale limit is currently 25% of aggregate daily trading volume. These sales, or the possibility that these sales may\noccur, could have a material adverse effect on the market price of our Common Stock.

Of the remaining outstanding shares of Common\nStock held by our existing shareholders after this offering, substantially all will be deemed restricted securities within the meaning\nof Rule 144 and may, subject to certain exceptions, be sold in the public market only if registered or if they qualify for an exemption\nfrom registration, including under Rule 144 under the Securities Act. Our executive officers, directors, and holders of 5% or more\nof our outstanding Common Stock (and all holders of securities exercisable for or convertible into shares of Common Stock) have agreed,\nsubject to certain customary exceptions, not to sell or otherwise dispose of shares of our Common Stock for a period of six months following\nthe closing of this offering, without the prior written consent of the Representative. The Representative, in its sole discretion and\nat any time without notice, may release all or any portion of the shares or securities subject to any such lock-up agreements.\nUpon expiration of the applicable lock-up period, a significant number of additional shares may become available for sale, which could\nadversely affect the market price of our Common Stock. See “Shares Eligible for Future Sale” and “Underwriting”\nfor additional information.

Our stock price may be volatile and purchasers\nof our Common Stock could incur substantial losses.

The market price of our Common Stock may be highly\nvolatile and may fluctuate or decline substantially as a result of a variety of factors, many of which are beyond our control, including:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	·	actual or anticipated changes or fluctuations\nin our results of operations;

	·	the guidance we may provide to analysts and investors\nfrom time to time and any changes in, or our failure to perform in line with, such guidance;

	·	announcements by us or our competitors of new\nofferings or new or terminated contracts, commercial relationships or capital commitments;

	·	industry or financial analyst or investor reaction\nto our press releases, other public announcements and filings with the SEC;

	·	rumors and market speculation involving us or\nother companies in our industry;

	·	future sales or expected future sales of our\nshares of our common stock;

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	·	investor perceptions of us and the industries\nin which we operate;

	·	price and volume fluctuations in the overall\nstock market from time to time;

	·	changes in operating performance and stock market\nvaluations of other technology companies generally, or those in our industry in particular;

	·	failure of industry or financial analysts to\nmaintain coverage of us, the issuance of new or updated reports or recommendations by any analysts who follow our company, or our failure\nto meet the expectations of investors;

	·	actual or anticipated developments in our business\nor our competitors’ businesses or the competitive landscape generally;

	·	litigation involving us, other companies in our\nindustry or both, or investigations by regulators into our operations or those of our competitors;

	·	developments or disputes concerning our intellectual\nproperty or proprietary rights or our solutions, or third-party intellectual or proprietary rights;

	·	announced or completed acquisitions of businesses\nor technologies, or other strategic transactions by us or our competitors;

	·	actual or perceived breaches of, or failures\nrelating to, privacy, data protection, or data security;

	·	new laws or regulations or new interpretations\nof existing laws or regulations applicable to our business;

	·	actual or anticipated changes in our management\nor our board of directors;

	·	general economic conditions and slow or negative\ngrowth of our target markets; and

	·	other events or factors, including those resulting\nfrom war, incidents of terrorism, or responses to these events.

The stock market in general has experienced significant\nprice and volume fluctuations that have often been unrelated or disproportionate to operating performance of individual companies, particularly\nfollowing a public offering of a company with a small public float. There is the potential for rapid and substantial price volatility\nof our Common Stock following this offering. These broad market factors may seriously harm the market price of our Common Stock, regardless\nof our actual or expected operating performance and financial condition or prospects, which may make it difficult for investors to assess\nthe rapidly changing value of our Common Stock.

If securities or industry analysts do not\npublish research or publish inaccurate or unfavorable research about our business, the market price for the shares and trading volume\ncould decline.

The trading market for our Common Stock will depend\nin part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not\nestablish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our Common Stock or publishes\ninaccurate or unfavorable research about our business, the market price for our Common Stock would likely decline. If one or more of these\nanalysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets,\nwhich, in turn, could cause the market price or trading volume for our Common Stock to decline.

Our principal shareholders will continue\nto have significant influence over corporate actions.

Our founders, executive officers, directors and\ndirector nominees, together with our Chief Engineer and our Chief Scientist (each a former director), in the aggregate, beneficially own\n3,607,485 shares of Common Stock, equal to approximately 67.24% of shares outstanding as of October 16, 2026, based on 5,365,008\nshares of Common Stock outstanding (post-split). Significant individual holdings include Paul S. Turin (Chief Engineer and former director),\nwho beneficially owns 1,546,048 shares (28.82%), Gregory T. Delory (Chief Technology Officer and Director), who beneficially owns 1,104,556\nshares (20.59%), and Edward Cabrera (Chief Executive Officer and Chairman), who beneficially owns 763,837 shares (14.24%). All share counts\ngive effect to the 1-for-5 Reverse Stock Split and are stated on a post-split basis; ownership percentages are unaffected by the Reverse\nStock Split. Upon the completion of this offering, these shareholders as a group will hold approximately 48.98% of shares outstanding\n(post-split), assuming no exercise by the underwriters of their over-allotment option and no exercise by the representative of the Representative\nWarrants. These shareholders currently have, and likely will continue to have, significant influence with respect to the election of our\nboard of directors and approval or disapproval of all significant corporate actions. The concentrated voting power of these shareholders\ncould have the effect of delaying or preventing an acquisition of the Company or another significant corporate transaction.

The Company’s founders, directors\nand executive officers currently own a majority of the Company and will continue to hold a significant percentage of our Common Stock\nfollowing this offering

Additionally, the holdings of the Company’s\ndirectors and executive officers may increase in the future upon vesting or other maturation of exercise rights under any of the options\nor warrants they may hold or in the future be granted or if they otherwise acquire additional interest in the Company. The interests of\nsuch persons may differ from the interests of the Company’s other shareholders, including purchasers of securities in the offering.\nAs a result, in addition to their board seats and offices, such persons will have significant influence over corporate actions requiring\nshareholder approval, , and may be able to determine their outcome, particularly if other shareholders do not vote or vote in different\nways, including purchasers in the offering, may vote, including the following actions:

\n\n\n\n\n\n\n\n\n\n\n\n\n

	·	to elect or defeat the election of the Company’s\ndirectors;

	·	to amend or prevent amendment of the Company’s\nArticles of Incorporation or Bylaws;

	·	to effect or prevent a merger, sale of assets\nor other corporate transaction; and

	·	to control the outcome of any other matter submitted\nto the Company’s shareholders for vote.

Such persons’ ownership may discourage a\npotential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could reduce the\nCompany’s stock price or prevent the Company’s shareholders from realizing a premium over the Company’s stock price.

The Company has broad discretion in how\nthe Company will use the net proceeds of this offering, and may not use them effectively.

Our management will have broad discretion in the\napplication of the net proceeds from this offering, including for any of the currently intended purposes described in the section entitled\n“Use of Proceeds.” Because of the number and variability of factors that will determine our use of the net proceeds\nfrom this offering, their ultimate use may vary substantially from their currently intended use. Our management may not apply our cash\nfrom this offering in ways that ultimately increase the value of any investment in our securities or enhance stockholder value. The failure\nby our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this\noffering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our\nstockholders. If we do not invest or apply our cash in ways that enhance stockholder value, we may fail to achieve expected financial\nresults, which may result in a decline in the price of our shares of common stock and, therefore, may negatively impact our ability to\nraise capital, invest in or expand our business, acquire additional products or licenses, commercialize our product, or continue our operations.

Our potential future earnings and cash distributions\nto our stockholders may affect the market price of our securities.

Generally, the market price of our securities\nmay be based, in part, on the market’s perception of our growth potential and our current and potential future cash distributions,\nwhether from operations, sales, acquisitions or refinancings, and on the value of our businesses. For that reason, our securities may\ntrade at prices that are higher or lower than our net asset value per share. Should we retain operating cash flow for investment purposes\nor working capital reserves instead of distributing the cash flows to our stockholders, the retained funds, while increasing the value\nof our underlying assets, may materially adversely affect the market price of our securities. Our failure to meet market expectations\nwith respect to earnings and cash distributions and our failure to make such distributions, for any reason whatsoever, could materially\nadversely affect the market price of our securities.

Were our securities to be considered a penny\nstock, and therefore become subject to the penny stock rules, U.S. broker-dealers may be discouraged from effecting transactions in our\nsecurities.

Our securities may be subject to the penny stock\nrules under the Exchange Act. The SEC rules define a “penny stock,” as any equity security that has a market price of less\nthan $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving\na penny stock, unless exempt, broker-dealers that derive more than 5% of their customer transaction revenues from transactions in penny\nstocks are required to deliver a standardized risk disclosure document that provides information about penny stocks, and the nature and\nlevel of risks in the penny stock market, to any non-institutional customer to whom the broker-dealer recommends a penny stock transaction.\nThe broker-dealer must also provide the customer with the current bid and offer quotations for the penny stock, the compensation of the\nbroker-dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer’s\naccount. The bid and offer quotations and the broker-dealer and salesperson compensation information must be given to the customer orally\nor in writing before completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.\nIn addition, the penny stock rules require that before a transaction, the broker and/or dealer must make a special written determination\nthat the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.\nThe transaction costs associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the\ntrading of our securities. These additional penny stock disclosure requirements are burdensome and may reduce all the trading activity\nin the market for our securities. As long as our securities are subject to the penny stock rules, the holders of our securities may find\nit more difficult to sell their securities and cause a decline in the market value of our stock.

Our listing on Nasdaq Capital Market will\nsubject us to more rigorous corporate governance and compliance requirements than those currently applicable to us as an OTC-quoted reporting\ncompany, and the associated costs and management burdens may adversely affect our business.

We are currently a reporting company subject to\nthe informational and reporting requirements of the Exchange Act and our common stock is quoted on the OTCID marketplace. While we already\ncomply with the SEC reporting requirements applicable to reporting companies generally, listing on the Nasdaq Capital Market will impose\nadditional corporate governance obligations that do not currently apply to OTC-quoted companies. In particular, the Nasdaq corporate governance\nlisting standards require, among other things, that a majority of our board of directors consist of independent directors, that we maintain\nan audit committee comprised of at least three independent directors satisfying the requirements of Rule 10A-3 under the Exchange Act,\na compensation committee of independent directors, and a nominating and governance function. While we have taken initial steps to establish\nthese committees in anticipation of our listing application, we cannot assure you that we will maintain compliance with all applicable\nNasdaq governance requirements on an ongoing basis. Compliance with these requirements, together with the increased investor scrutiny\nand market expectations associated with exchange listing, will require additional legal, accounting, and investor relations resources,\nas well as payment of annual Nasdaq listing fees and potential increases in directors’ and officers’ liability insurance premiums.\nOur management will be required to devote substantial additional time to these expanded corporate governance and compliance obligations,\nwhich may divert attention and resources away from our core business operations and adversely affect our results of operations.

We are an “emerging growth company,”\nand the reduced reporting requirements applicable to emerging growth companies may make our Common Stock less attractive to investors.

We are an “emerging growth company,”\nas defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as we continue to be an emerging\ngrowth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies\nthat are not emerging growth companies, including exemption from compliance with the auditor attestation requirements of Section 404,\nreduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory\nvote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We will remain an emerging\ngrowth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing\nof our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which\nwe are deemed to be a large accelerated filer, which means the market value of our Common Stock held by non-affiliates exceeds $700 million\nas of the end of our prior second fiscal quarter and (2) the date on which we have issued more than $1.0 billion in non-convertible debt\nduring the prior three-year period.

In addition, under the JOBS Act, emerging growth\ncompanies may delay adopting new or revised accounting standards until such time as those standards apply to private companies. We may\nelect not to avail ourselves of this exemption from new or revised accounting standards and, therefore, may be subject to the same new\nor revised accounting standards as other public companies that are not emerging growth companies.

We cannot predict if investors will find our Common\nStock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there\nmay be a less active trading market for our Common Stock and our share price may be more volatile.

Our Board will be authorized to issue and\ndesignate shares of our Preferred Stock in additional series without stockholder approval.

Our Articles of Incorporation, as amended, in\nconjunction with our Bylaws, authorize our Board, without the approval of our stockholders, to issue up to 20 million shares of our Preferred\nStock, subject to limitations prescribed by applicable law, rules and regulations and the provisions of our Articles of Incorporation,\nas shares of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series\nand to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations, or restrictions\nthereof. The powers, preferences and rights of these additional series of Preferred Stock may be senior to or on parity with our Common\nStock, which may reduce its value.

Our management may use the proceeds of this\noffering in ways with which you may disagree or that may not be profitable.

Although we anticipate using the net proceeds\nfrom this offering as described under “Use of Proceeds,” we will have broad discretion as to the application of the\nnet proceeds and could use them for purposes other than those contemplated by this offering. You may not agree with the manner in which\nour management chooses to allocate and use the net proceeds. Our management may use the proceeds for corporate purposes that may not increase\nour profitability or otherwise result in the creation of stockholder value. In addition, pending our use of the proceeds, we may invest\nthe proceeds primarily in instruments that do not produce significant income or that may lose value.

We have never paid or declared any cash\ndividends on our Common Stock and we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

We intend to retain all available funds and any\nfuture earnings to fund the development and expansion of our business. Any future determination to pay dividends will be at the discretion\nof our Board of Directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects,\ncontractual restrictions, restrictions imposed by applicable law, and other factors our Board of Directors deems relevant.

Risks Related to Legal Matters

We could be subject to securities class\naction litigation.

In the past, securities class action litigation\nhas often been brought against companies following a decline in the market price of their securities. This risk is especially relevant\nfor us because technology companies have experienced significant share price volatility in recent years. If we face such litigation,\nit could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

Our Amended and Restated Bylaws provide\nthat the state courts of Florida or the federal district court for the Middle District of Florida will be the exclusive forum for certain\nlitigation which may limit an investor’s or shareholder’s ability to obtain a favorable judicial forum for disputes with us.

Our Amended and Restated Bylaws (“Bylaws”)\nprovide that unless the Company consents in writing to the selection of an alternative forum, the state courts of Florida (or if a state\ncourt within the state of Florida does not have jurisdiction the federal courts for the Middle District of Florida) will be the sole and\nexclusive forum for any and all legal proceedings concerning (a) any derivative action or proceeding brought on behalf of the Company;\n(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former directors, officers or other employees of\nthe Company to the Company or the Company’s shareholders; (c) any action arising pursuant to any provision of the Florida Business\nCorporation Act or our Articles of Incorporation or Bylaws (as either may be amended from time to time); or (d) any other action asserting\na claim governed by the internal affairs doctrine.

This exclusive forum provision may limit an investor’s\nor shareholder’s ability to choose its preferred judicial forum for disputes with us or our directors, officers, employees or agents\nand limit a shareholder’s ability to bring a claim in a judicial forum it finds favorable, which may discourage the filing of lawsuits\nwith respect to such claims. This exclusive forum provision may cause an investor or shareholder to incur additional costs for travel,\nattorney’s fees or other litigation cost, and the designated courts may reach different judgments or results than other courts.

The state forum provision may not apply to any\ncauses of action arising under the Securities Act or the Exchange Act. There is uncertainty as to whether a court would enforce our exclusive\nforum provisions related to Securities Act claims. Investors cannot waive compliance with the federal securities laws and the rules and\nregulations thereunder.

If a court were to find this exclusive forum provision\nto be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in another jurisdiction,\nwhich could adversely affect our business and financial condition.

Our Amended and Restated Bylaws provide\nthat U.S federal district courts shall be the exclusive forum for litigation against us or any director, officer or other employee or\nagent of ours arising under the Securities Act, which may limit an investor’s or shareholder’s ability to obtain a favorable\njudicial forum for disputes with us.

Article 8.2 of our Amended and Restated Bylaws\nprovide that unless the Company consents in writing to the selection of an alternative forum, the U.S. federal district courts shall be\nthe exclusive forum for the resolution of any complaint asserting a cause of action against the Company or any director, officer, other\nemployee or agent of the Company arising under the Securities Act.

There is uncertainty as to whether a court would\nenforce our exclusive forum provisions related to Securities Act claims. Investors cannot waive compliance with the federal securities\nlaws and the rules and regulations thereunder. If a court were to find this exclusive forum provision to be inapplicable or unenforceable\nin an action, we may incur additional costs associated with resolving such action in another jurisdiction, which could adversely affect\nour business and financial condition.

Risks Relating to Technology and Intellectual\nProperty

Our products and technologies are subject\nto U.S. export control laws and regulations, including the International Traffic in Arms Regulations (“ITAR”) and the Export\nAdministration Regulations (“EAR”), and non-compliance could result in significant civil or criminal penalties, loss of export\nprivileges, and reputational harm.

As an aerospace company that develops and delivers\nspace-qualified hardware and systems for NASA and other government and commercial customers, many of our products and technologies are\nor may be subject to ITAR, administered by the U.S. Department of State, and/or EAR, administered by the U.S. Department of Commerce.\nWe are required to register with the Directorate of Defense Trade Controls (“DDTC”), obtain required export licenses\nprior to any transfer of controlled technology to foreign persons or entities, and maintain ongoing compliance programs including employee\ntraining and cybersecurity measures to protect ITAR-controlled data. We are also required to evaluate each new contract involving activities\nor technology transfers in the space domain on an individual basis, as the applicable legal framework varies by customer, counterparty,\nand jurisdiction. The cost and complexity of compliance with these requirements is ongoing and can be significant. Although we believe\nwe have been in compliance with applicable export control requirements, there can be no assurance that we will at all times be fully compliant\nor that our employees, contractors, or business partners will not inadvertently violate these requirements. Any failure to comply with\nITAR or EAR could result in the suspension or revocation of our export privileges, significant fines and civil or criminal penalties,\nand reputational damage that could impair our ability to compete for government contracts, all of which could have a material adverse\neffect on our business, financial condition, and results of operations.

We have no registered patents, copyrights,\nor trademarks; our proprietary technologies are protected only by trade secrets and contractual arrangements that may not provide adequate\nprotection; and U.S. government FAR data rights clauses may further limit our ability to commercialize technologies developed under government\ncontracts.

The Company has no registered patents, copyrights,\nor trademarks. Our proprietary products and processes are maintained as trade secrets, protected through non-disclosure agreements, allocation\nof rights agreements, and employee proprietary information and inventions agreements. Trade secret protection is inherently limited because\nit depends on maintaining the secrecy of the underlying information. If our employees, contractors, or other parties breach their confidentiality\nobligations, or if our trade secrets are otherwise disclosed or independently discovered by competitors, our competitive position could\nbe materially harmed.

Additionally, substantially all of our current\nrevenue is derived from contracts with the U.S. government and prime contractors that flow down FAR data rights requirements. Under the\napplicable FAR “rights in data” clauses, we claim only limited rights to key technologies on a case-by-case basis. As a result,\nthe U.S. government may have the right to use, reproduce, release, perform, display, or disclose technical data and computer software\ndeveloped under our contracts, and may authorize others to do so, including our competitors, without compensation to us. This exposure\nis particularly significant for technologies developed under our SBIR awards and other NASA-funded programs. While we seek to negotiate\nappropriate data rights protections on a contract-by-contract basis, we may not always be successful in doing so. To the extent our commercially\nvaluable innovations are developed wholly or in part under government funding, our ability to protect and commercialize those technologies\nfor non-government applications (including our Space Based Solar Power initiative) may be limited.

Our inability to adequately protect our proprietary\ntechnology - whether through the inherent limitations of trade secret protection or the government’s rights under FAR data rights clauses\n- could allow competitors to replicate our innovations, erode our competitive advantages, impair our competitive position, reduce the\nvalue of our technology assets, and have a material adverse effect on our business, financial condition, and results of operations.

Cybersecurity threats, including ransomware\nattacks, data breaches, and intrusions by nation-state actors, pose a material risk to our operations, and any significant cybersecurity\nincident could disrupt our business, compromise our proprietary technology and sensitive government-related data, and result in significant\nliability and reputational harm.

As an aerospace company that develops and delivers\nspace-qualified hardware and systems for NASA and other government customers, we maintain sensitive technical data, proprietary engineering\ninformation, and in some cases data subject to ITAR or classified handling requirements. We rely on information technology systems to\nprocess, transmit, store, and protect this information, and we depend on a third-party vendor to assist with network security monitoring\nand cybersecurity risk management. Despite these measures, our security controls may not prevent all disruptions, unauthorized access\nattempts, malware or ransomware incidents, data breaches, or other cyber-attacks. Because of the frequently changing nature of attack\ntechniques, including attacks designed to remain dormant until triggered, we may be unable to anticipate or defend against sophisticated\nthreats in a timely manner. A successful cyber-attack that compromises our proprietary technical data or engineering processes could allow\ncompetitors to replicate our innovations, degrade our competitive position, expose us to legal liability, and damage customer and government\nrelationships. The costs of responding to any such incident, implementing remediation measures, and managing any resulting legal proceedings\nmay not be fully covered by insurance and could have a material adverse effect on our business, financial condition, and results of operations.\nTo date, the Company has not experienced any material cybersecurity incident; however, there can be no assurance that we will not be adversely\nimpacted in the future.

Our Space Based Solar Power initiative is\nat an early stage of development, involves significant technological and commercial uncertainty, and may never be successfully commercialized.

A core element of our growth strategy is the development\nof Space Based Solar Power (“SBSP”), which involves deploying solar collection systems in orbit and transmitting energy\nwirelessly to Earth. We are currently in the early stages of developing the enabling technologies, including our HelioSat advanced deployable\nsystem, and we intend to demonstrate an initial in-space SBSP system by 2030. SBSP technology has not yet been demonstrated at commercial\nscale anywhere in the world, and the path to commercialization involves substantial engineering challenges, regulatory requirements, and\ncapital investment that may not be achievable on the timelines we anticipate or at all. Our ability to develop SBSP technology will depend\non, among other things: our ability to secure additional financing; the continued availability of government SBIR funding and support;\nsuccessful development of advanced deployable structures, wireless power transmission systems, and related technologies; resolution of\napplicable space law, spectrum allocation, and regulatory issues; and achievement of a commercially viable levelized cost of energy. Many\nof these factors are outside our control. In addition, larger and better-capitalized competitors, including established aerospace and\nenergy companies, may develop competing SBSP solutions that are more technologically advanced or less costly than ours. If we are unable\nto successfully develop and commercialize SBSP technology, a significant portion of our anticipated long-term growth potential would be\nunrealized, which could have a material adverse effect on our business, financial condition, and results of operations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements under\nthe “Summary,” “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other sections of this prospectus. In some cases, you\ncan identify these statements by forward-looking words such as “may,” “might,” “aim,” “should,”\n“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”\n“potential,” “will” or “continue,” and the negative of these terms and other comparable terminology.\nThese forward-looking statements, which are subject to known and unknown risks, uncertainties, and assumptions about us, may include\nprojections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements\nare only predictions based on our current expectations and projections about future events. There are important factors that could cause\nour actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance,\nor achievements expressed or implied by the forward-looking statements, including, but not limited to:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	·	our business’ strategies and investment\npolicies;

	·	our projected financial position and estimated\ncash burn rate;

	·	our estimates regarding expenses, future revenues,\nand capital requirements;

	·	our ability to continue as a going concern, which\nis subject to substantial doubt as expressed in the audit reports on our financial statements for the fiscal years ended October 31, 2025\nand October 31, 2024;

	·	our business’ financing plans and the availability\nof capital;

	·	our ability to obtain additional financing on\nacceptable terms, or at all, to fund our operations and repay our outstanding indebtedness;

	·	the risks associated with potential acquisitions\nby us;

	·	our ability to compete in the global space industry;

	·	the impact of U.S. government budget uncertainty,\nincluding the proposed reduction to NASA’s Science Mission Directorate and broader federal discretionary spending cuts, on the availability\nof government contracts and funding that constitute a significant portion of our revenue;

	·	potential growth opportunities available to our\nbusiness;

	·	our ability to obtain and maintain intellectual\nproperty protection for our current products and services;

	·	our ability to protect our intellectual property\nrights and the potential for us to incur substantial costs from lawsuits to enforce or protect our intellectual property rights;

	·	the possibility that a third party may claim\nwe have infringed, misappropriated, or otherwise violated their intellectual property rights and that we may incur substantial costs and\nbe required to devote substantial time defending against these claims;

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	·	the risks of cybersecurity threats, including\nransomware attacks, data breaches, intellectual property theft, and intrusions by nation-state actors, which continue to increase in frequency\nand sophistication in our industry;

	·	our reliance on third-party suppliers and\nmanufacturers;

	·	the impact of future legislation and regulatory\nchanges on our business;

	·	the effects of competition on our business;

	·	our ability to expand our organization to accommodate\npotential growth;

	·	the recruitment and retention of our officers\nand employees;

	·	the potential for us to incur substantial costs\nresulting from lawsuits against us and the potential for these lawsuits to cause us to limit our commercialization of our products and\nservices; and

	·	the numerous risks and uncertainties described\nunder “Risk Factors.”

While we believe we have identified material risks,\nthese risks and uncertainties are not exhaustive. Other sections of this prospectus describe additional factors that could adversely impact\nour business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties\nemerge from time to time and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on\nour business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained\nin any forward-looking statements.

Although we believe the expectations reflected\nin the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements.\nMoreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements.\nYou should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these\nforward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations\nand we do not intend to do so.

You should read this prospectus and the documents\nthat we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is\na part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially\ndifferent from what we expect.

We caution you not to place undue reliance on\nthe forward-looking statements, which speak only as of the date of this prospectus.

USE OF PROCEEDS

Primary Offering Proceeds

We estimate that the net proceeds from the\nprimary offering will be approximately $7.993 million, after deducting underwriting discounts of 7% of gross proceeds, a\nnon-accountable expense allowance of 1% of gross proceeds, and estimated offering expenses of approximately $286,202, and assuming\nno exercise of the over-allotment option. We do not currently know the final number of shares to be sold or the public offering\nprice per share, both of which will be determined upon Nasdaq listing and by agreement with the Representative. Less than five\npercent of the net offering proceeds, excluding underwriting compensation, will be used to repay loans or credit facilities extended\nby, or otherwise directed to, Edward Cabrera, any participating FINRA member, its affiliates and associated persons, in the\naggregate.

We currently expect to use the net proceeds from\nthe primary offering for the following purposes:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	Approximately $1 million to repay outstanding promissory notes (see\n “Risk Factors” and “Certain Relationships and Related Party Transactions”);

	·	Up to approximately $4.25 million for research and development efforts\n to augment hardware, payload, and mission system offerings;

	·	Up to approximately $1 million for sales, marketing, and business development\n activities;

	·	Up to approximately $0.5 million for new and upgraded facilities and infrastructure;

	·	Up to approximately $0.5 million for increased vertical integration,\n including in-house manufacturing capabilities; and

	·	Up to approximately $0.5 million for general and administrative and\n working capital purposes.

Amounts and timing of our actual expenditures\nwill depend upon a number of factors, including demand for our products, operating costs, debt repayment obligations, and other factors\ndescribed under “Risk Factors.” Accordingly, our management will have flexibility in applying the net proceeds from this\nprimary offering. An investor will not have the opportunity to evaluate the economic, financial, or other information on which we base\nour decisions on how to use the proceeds.

Pending our application of the net proceeds, we\nplan to invest such proceeds in short-term, investment-grade, interest-bearing securities and depository institutions.

DIVIDEND POLICY

We have never paid or declared any cash dividends\non our Common Stock and we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. We intend to retain\nall available funds and any future earnings to fund the development and expansion of our business. Any future determination to pay dividends\nwill be at the discretion of our Board of Directors and will depend upon a number of factors, including our results of operations, financial\ncondition, future prospects, contractual restrictions, restrictions imposed by applicable law, and other factors our Board of Directors\ndeems relevant.

CAPITALIZATION

The following table sets forth our cash and cash equivalents\nand capitalization as of July 31, 2026:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	on an actual basis;

	·	\n on a pro forma basis, giving effect to the\nReverse Stock Split at the 1-for-5 ratio prior to the closing of this offering; and to material transactions after July 31, 2026 and\nprior to the closing of this offering; and

	·	on a pro forma as-adjusted basis, additionally giving effect to the\n primary offering of 2,000,000 shares at an assumed offering price of $4.50 per share. (the mid-point of the price range set forth on the cover page of this prospectus), after deducting estimated\nunderwriting discounts and commissions and estimated offering expenses payable by us).

The as adjusted information below is illustrative\nonly, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price\nand other terms of this offering determined at pricing.

You should read this table in conjunction with\nthe information contained in “Use of Proceeds,” “Description of Securities” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our financial statements and related notes\nthereto included elsewhere in this prospectus.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As of July 31, 2026
	Actual			Pro Forma (unaudited)			Pro Forma As adjusted (unaudited)
Cash and cash equivalents	$	520,504			$	685,504		$	8,678,868
Debt:
Notes payable – Other (including convertible notes payable, net of discount)		953,430				1,118,430			1,118,430
Total debt	$	953,430			$	1,118,430		$	1,118,430
Stockholders’ equity:
Preferred stock, $0.0001 par value, authorized shares; 250,000 shares of Series D Convertible Preferred Stock issued and outstanding, actual;250,000 shares issued and outstanding, as adjusted	$	25			$	25		$	25
Common stock, no par value, 100,000,000 shares authorized; 5,365,0008 shares issued and outstanding (actual, giving effect to the 1-for-5 Reverse Stock Split) and 7,365,008 shares issued and outstanding (as adjusted, post-split)		9,078,778				9,875,681			18,875,681
Accumulated Deficit		(11,836,076	)			(12,633,447	)		(12,633,447	)
Total shareholders’ equity (deficit)		(2,757,273	)			(2,757,741	)		6,242,259
Total capitalization	$	(1,803,843	)		$	(1,638,311	)	$	7,360,689

The above table excludes shares issuable under\noutstanding options, other convertible notes, the Representative Warrants, and the Series D Preferred Stock conversion shares. The actual\ncolumn is presented as of July 31, 2026 and does not give effect to transactions occurring after July 31, 2026. The pro forma as-adjusted\ncolumn additionally gives effect to the primary offering at an assumed offering price of $4.50 per share, after deducting underwriting\ndiscounts and commissions and estimated offering expenses. Notes payable - Other includes notes payable of $750,500 (current $680,500\nand non-current $70,000) and convertible notes payable, net of unamortized debt discount, of $202,930. The common stock actual column\namount of $9,078,778 represents the combined total of common stock ($8,978,803) and additional paid-in capital ($99,975) as presented\nin the July 31, 2026 balance sheet.

DILUTION

If you invest in our Common Stock in this offering,\nyour interest will be immediately diluted to the extent of the difference between the initial public offering price per share of Common\nStock in this offering and the pro forma as adjusted net tangible book value per share of Common Stock after this offering. Dilution results\nfrom the fact that the initial public offering price per share is substantially in excess of the net tangible book value per share of\nCommon Stock. As of July 31, 2026, we had a historical net tangible book value (deficit) of $(3,141,834), or approximately $(0.59) per\ncommon share (post-split), based on 5,190,024 shares of Common Stock outstanding. Our net tangible book value (deficit) per share represents\ntotal tangible assets less total liabilities, divided by the number of shares of Common Stock outstanding on July 31, 2026. All share\ncounts and per-share figures in this section give effect to the 1-for-5 Reverse Stock Split and are presented on a post-split basis.

Our pro forma net tangible book value as of July\n31, 2026, and giving effect to the offering of 2,000,000 shares of our Common Stock (post-split) and the application of proceeds\ntherefrom and giving effect to estimated underwriting discounts and expenses payable by us in this offering, would have been $4,851,530,\nor $0.65 per share of Common Stock (post-split), based on an assumed public offering price of $4.50 per share (post-split), which is the\nmidpoint of the estimated price range per share set forth on the cover page of this prospectus. Pro forma net tangible book value per\nshare represents total tangible assets less total liabilities, divided by the number of shares to be issued and outstanding immediately\nafter this offering as shown above, assumes that all shares offered hereby are sold and no exercise by the underwriters of their over-allotment option\nto purchase additional shares.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As of July 31, 2026
Assumed initial public offering price per share	$	4.50
Historical net tangible book value (deficit) per share of our common stock as of July 31, 2026	$	(0.59	)
Increase in tangible book value per share attributable to new investors purchasing shares of our common stock in this offering	$	1.24
Pro forma net tangible book value per share of our common stock after giving effect to this offering	$	0.66
Dilution per share of our common stock to new investors in this offering	$	3.84

Assuming the number of shares of Common Stock\noffered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the underwriting discount and estimated\noffering expenses payable by us, a $1.00 increase in the assumed initial public offering price of $4.50 per share, which is the midpoint of\nthe estimated price range per share set forth on the cover page of this prospectus, would increase the pro forma tangible book value attributable\nto new investors purchasing shares in this offering by $3.93 per share and increase the dilution to new investors by $2.15 per\nshare.

Assuming the number of shares of Common Stock\noffered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the underwriting discount and estimated\noffering expenses payable by us, a $1.00 decrease in the assumed initial public offering price of $4.50 per share, which is the midpoint of\nthe estimated price range per share set forth on the cover page of this prospectus, would decrease the pro forma tangible book value attributable\nto new investors purchasing shares in this offering by $0.99 per share and decrease the dilution to new investors by $3.09 per\nshare.

The following table summarizes, on the pro forma\nas adjusted basis described above, the differences between the number of shares of Common Stock purchased from us, the total consideration\npaid to us, and the average price per share paid by existing stockholders and by new investors. As the table shows, new investors purchasing\nshares of our Common Stock in this offering will pay an average price per share substantially higher than our existing stockholders paid.\nThe table below assumes an initial public offering price of $4.50 per share (post-split), which is the midpoint of the estimated\nprice range per share set forth on the cover page of this prospectus, for shares purchased in this offering and excludes underwriting\ndiscount and estimated offering expenses payable by us:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Shares Purchased		Total Consideration		Average Price Per
	Number		Percent		Amount		Percent	Share
Existing stockholders		5,365,008		73%		$	9,776,174		52%	$	1.82
New investors		2,000,000		27%			9,000,000		48%	$	4.50
Total		7,365,008		100%		$	18,776,174		100%

If the underwriters were to exercise their over-allotment option\nto purchase additional shares of our Common Stock from us in full, the percentage of shares of our Common Stock held by existing stockholders\nwho are directors, officers, or affiliated persons as of October 16, 2026 would be approximately 47% and the percentage of shares\nof our Common Stock held by new investors would be approximately 30%.

Assuming the number of shares offered by us, as\nset forth on the cover page of this prospectus, remains the same, a $1.00 increase (decrease) in the assumed initial public offering price\nof $4.50 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would\nincrease (decrease) total consideration paid by new investors and total consideration paid by all stockholders by approximately $2,000,000.

To the extent that we grant options to our employees\nin the future and those options are exercised or other issuances of Common Stock are made, there will be further dilution to new investors.\nIn addition, the above discussion and tables do not account for additional potential dilution from: (i) the conversion of the Series\nA, Series B, Series C, or Series D Preferred Stock; (ii) the conversion of other outstanding convertible notes issued to CFI Capital,\nGS Capital Partners, and Quick Capital; (iii) the exercise of outstanding employee stock options (89,168 options, post-split); and (iv)\nthe Representative Warrants issued to the underwriter. Each of these instruments could result in significant further dilution to new\ninvestors. Except as otherwise indicated, the above discussion and tables are based on 7,365,008 shares of our Common Stock outstanding\n(post-split), reflecting 5,365,008 shares outstanding as of October 16, 2026 (as adjusted to give effect to the 1-for-5 Reverse Stock\nSplit), and the 2,000,000 shares offered hereby, and assumes that all shares offered hereby are sold and no exercise by the underwriters\nof their over-allotment option to purchase additional shares.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL\nCONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial\ncondition and results of operations should be read in conjunction with our consolidated financial statements and related notes thereto\nincluded elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual\nresults could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are\nnot limited to, those identified below and those discussed in the section entitled “Risk Factors.” The following discussion covers the fiscal year ended October 31, 2025\ncompared to the fiscal year ended October 31, 2024, as well as the three and nine months ended July 31, 2026 compared to the three and nine months\nended July 31, 2025.

Overview of Operations

Heliospace, our wholly owned subsidiary, is an aerospace\ncompany specializing in the design, engineering, assembly and test of space flight qualified hardware, providing systems engineering,\nmodeling, analysis, integration and test services to customers in government, commercial, private and non-profit markets. Heliospace\ndesigns, fabricates, assembles and tests space qualified hardware, including radar antennas for the NASA Europa Clipper mission, the antennas\nfor the SunRISE CubeSat constellation, and deployable systems and sensors for numerous lunar landers and the Mars Sample Return program.\nHeliospace also provides systems engineering, integration and test, and mission formulation services, including support for the design,\ntesting, and launch of the James Webb Space Telescope, formulation and design of the Roman Space Telescope, Habworlds Observatory, Mars\nSample Return, and the Atmospheric Observing System.

In January 2024, via a share exchange accounted\nfor as a reverse acquisition, Web3 Corporation, a Florida corporation that was originally incorporated under the name Stirling Bridge\nGroup, Inc. and was a specialized small business venture lender, acquired 100% of the stock of Heliospace, and changed its name from Web3\nCorporation to Helio Corporation (the “Business Combination”). Heliospace was the accounting acquirer in the Business\nCombination and was determined to be the sole predecessor of Helio Corporation. Accordingly, this discussion and analysis, and the condensed\nconsolidated financial statements included elsewhere in this Quarterly Report, reflect the financial condition and results of operations\nof Helio Corporation and its sole consolidated subsidiary, Heliospace, after the Business Combination and of Heliospace prior to the Business\nCombination.

Trends, Events, and Uncertainties

Government Budget Uncertainty and Proposed\nNASA Cuts

A significant portion of our revenue is derived from\ncontracts with the U.S. federal government, including through NASA, where our subsidiary, Heliospace, provides mission-critical components\nand engineering services for science and exploration missions. Accordingly, our financial condition and results of operations are influenced\nby trends in federal discretionary spending, particularly in space science and technology programs.

One key emerging trend is the proposed shift in federal\nbudget priorities under the Trump administration. In April 2025, the administration released its draft budget proposal for fiscal year\n2026, which recommends a significant reduction in overall discretionary spending, including an approximately 50% cut to NASA’s Science\nMission Directorate. If enacted, this proposal would reduce funding for core science programs such as astrophysics, heliophysics, Earth\nscience, and planetary science—areas directly aligned with Heliospace’s technical capabilities and historical contract activity.

Although this proposal remains subject to Congressional\nnegotiation and approval, the magnitude of the proposed cuts and the administration’s stated intent to reprioritize government resources\naway from space science programs present a material uncertainty for our future growth. Any resulting reduction, delay, or cancellation\nof NASA programs could reduce the number of available contracts, increase competition for limited awards, and adversely impact our future\nrevenue and profitability.

In addition, broader fiscal challenges at the federal\nlevel—such as the rising national debt, persistent budget deficits, and the risk of government shutdowns or extended continuing\nresolutions—could result in delays to contract funding or payments, reduced availability of new program opportunities, and increased\nuncertainty in long-term planning. These macroeconomic pressures may also negatively affect private sector customers that rely on or benefit\nfrom government-funded space and research initiatives.

As we execute our expansion plans, we have continued to pursue and acquire\nadditional revenue from private, commercial, and defense department sources., However, these plans are subject to risks and uncertainties,\nand there can be no assurance that they will succeed or fully offset the effects of any reduction in government spending.

Note Defaults

As of July 31, 2026, the Company was not in default\nunder any of its outstanding promissory notes.

During fiscal year 2026 and subsequent to July 31,\n2026, the Company completed multiple financing transactions to support its liquidity needs (see Notes 6, 13, and 14).

These notes bear interest at rates generally ranging\nfrom approximately 6% to 12% per annum (subject to higher default rates) and have maturities ranging from October 2026 through July 2027.\nThe proceeds from these financings were used for working capital and general corporate purposes.

Debt Obligations and Contractual Commitments

As of July 31, 2026, the Company had outstanding debt\nfrom unrelated parties under notes payable with an aggregate principal balance of $750,500. These notes bear interest at rates of 6.00%\nand 12.00% per annum and mature within the next two fiscal years. Certain of these notes are secured by the Company’s accounts receivable\nand by shares of common stock pledged by a shareholder, and certain notes permit acceleration upon the occurrence of specified events.

The Company’s ability to service its debt obligations\nwill depend on its future operating performance and its ability to obtain additional financing.

Revenue Decline

Revenue has declined over the past several fiscal\nperiods. Revenue for the fiscal year ended October 31, 2025 decreased by 44% to $3,875,793 from $6,891,223 for the fiscal year ended October\n31, 2024, which itself reflected a decline of approximately 25% from $9,209,329 in fiscal year 2023. Contributing factors to the FY2025\ndecline include continuing budget cuts to NASA programs enacted by the current administration, combined with the extended government shutdown,\nwhich reduced the overall volume of work available to us. During the fiscal year ended October 31, 2025, we serviced eleven customers-two\ndirect government customers, four private or commercial customers, three nonprofit customers for whom we manufactured products as a subcontractor\nfor their government customer, and two commercial customers whose source of funds was private investment-compared to thirteen customers\nduring fiscal year 2024. For the nine months ended July 31, 2026, revenue declined 54% to $1,543,492 from $3,384,423 for the nine months\nended July 31, 2025, and for the three months ended July 31, 2026, revenue declined 25% to $590,626 from $784,587 for the three months\nended July 31, 2025. During the nine months ended July 31, 2026, we serviced six customers—one government customer, one public company,\nthree nonprofit or not-for-profit customers under government contracts, and one private customer—compared to eleven customers for\nthe nine months ended July 31, 2025. This continued and accelerating contraction in our customer base, combined with our dependence on\ngovernment-funded programs, increases our vulnerability to further budget-driven disruptions.

Cybersecurity Risk and Ongoing Threat Landscape

As a government contractor and developer of advanced\naerospace technology, we operate in a highly sensitive and data-driven environment. Cybersecurity risks—including ransomware attacks,\ndata breaches, intellectual property theft, and attempted intrusions by nation-state actors—continue to increase in frequency and\nsophistication across our industry. Like many companies operating in the defense and aerospace sectors, we remain a potential target for\nboth criminal and geopolitical cyber threats.

We have implemented security protocols, systems monitoring,\nand access controls to protect our infrastructure and proprietary information, including information related to our work with NASA and\nother government agencies. However, cybersecurity is an evolving threat landscape, and there can be no assurance that our efforts will\nprevent all attacks or unauthorized access. A successful breach could disrupt our operations, compromise confidential data, harm our reputation,\nresult in regulatory investigations, or expose us to legal claims and financial losses.

We will continue to invest in cybersecurity tools,\ntraining, and third-party audits to strengthen our defenses, and we are evaluating compliance with emerging federal cybersecurity requirements.\nNonetheless, future cybersecurity incidents could materially affect our business, financial condition, or results of operations.

Results of Operations

Fiscal Year Ended October 31, 2025 Compared\nto Fiscal Year Ended October 31, 2024

Revenue. Revenue decreased by $3,015,430,\nor 44%, to $3,875,793 for the fiscal year ended October 31, 2025, from $6,891,223 for the fiscal year ended October 31, 2024. The decrease\nreflected a lower overall volume of work, driven primarily by continuing budget cuts to NASA programs and the extended government shutdown,\nresulting in a reduction in both the number of active contracts and the size of work awarded. We serviced eleven customers in fiscal year\n2025 compared to thirteen in fiscal year 2024.

Cost of Revenue. Cost of revenue decreased\nby $1,200,571, or 29%, to $2,952,619 for the fiscal year ended October 31, 2025, from $4,153,190 for the fiscal year ended October 31,\n2024. As a percentage of revenue, cost of revenue increased to approximately 75% in fiscal year 2025 from approximately 60% in fiscal\nyear 2024. The increase in cost of revenue as a percentage of revenue was driven by a lower overall revenue base against certain fixed\ncosts, a loss on one fixed-price contract, and charges to one services contract beyond the hours originally allocated.

Gross Profit. Gross profit decreased by\n$1,814,859 to $923,174 for the fiscal year ended October 31, 2025, from $2,738,033 for the fiscal year ended October 31, 2024. Gross margin\ndeclined to approximately 23.8% in fiscal year 2025 from approximately 39.7% in fiscal year 2024, reflecting the impact of lower revenue\non fixed and semi-fixed cost of revenue components.

Operating Expenses. Total operating expenses\nincreased by $138,740, or 3%, to $4,621,928 for the fiscal year ended October 31, 2025, from $4,483,188 for the fiscal year ended October\n31, 2024. General and administrative expenses increased to $2,933,534 from $2,799,805, an increase of $133,729. Personnel expenses decreased\nto $436,947 from $473,527. Professional fees increased to $462,592 from $359,077, reflecting higher legal and accounting costs. Research\nand development costs included within general and administrative expenses were $215,088 for fiscal year 2025, compared to $325,381 for\nfiscal year 2024.

Other Expense. Total other expense, net\nincreased to $(331,717) for the fiscal year ended October 31, 2025 from $(117,528) for the fiscal year ended October 31, 2024. Interest\nexpense, net increased to $327,873 from $89,178, reflecting the higher outstanding debt balance during fiscal year 2025 compared to the\nprior year. Amortization of debt discount was $8,188 in fiscal year 2025, compared to nil in fiscal year 2024.

Net Loss. Net loss increased by $2,167,788\nto $(4,030,471) for the fiscal year ended October 31, 2025, from $(1,862,683) for the fiscal year ended October 31, 2024. The increase\nin net loss reflects the significant revenue decline combined with a substantially fixed operating expense base and increased interest\nexpense.

Nine months Ended July 31, 2026 to the Nine months\nEnded July 31, 2025

The following table provides certain selected financial information of\nHelio Corporation for the periods presented:

	Nine Months Ended
	July 31,
	2026			2025			Change	%
Revenues	$	1,543,492			$	3,384,423		(1,840,931	)	(54%	)
Costs of revenue		(905,106	)			(2,680,940	)	1,775,834		66%
Operating expenses		(4,715,947	)			(3,391,392	)	(1,324,555	)	(39%	)
Operating income (loss)		(4,077,561	)			(2,687,909	)	(1,389,652	)	52%
Interest expense, net		(293,123	)			(197,020	)	(96,103	)	49%
Amortization of debt discount		(864,738	)			–		(864,738	)	Increase from zero
Change in fair value of derivative liability		(731,919	)			–		(731,919	)	Increase from zero
Gain on extinguishment of derivative liability		509,476				–		509,476		Increase from zero
Loss on issuance of derivative		(105,527	)			–		(105,527	)	Increase from zero
Loss on modification of debt		(51,480	)			–		(51,480	)	Increase from zero
Loss on debt extinguishment		(1,236,303	)			–		(1,236,303	)	Increase to zero
Net income (loss)	$	(6,851,175	)		$	(2,884,929	)	(3,966,246	)	137%
Loss per share basic and diluted	$	(1.52	)		$	(1.28	)

Revenue. Revenue for the nine months ended\nJuly 31, 2026 decreased by 54% to $1,543,492 from $3,384,423 for the nine months ended July 31, 2025, reflecting a lower overall volume\nof work compared to the prior nine months. Contributing factors include continuing budget cuts to NASA programs enacted by the current\nadministration, combined with the extended government shutdown. During the nine months ended July 31, 2026, we serviced six customers,\none of which was a government customer, one public company and three non/not-for-profit customers who were under government contracts,\nand one private customer. For the nine months ended July 31, 2025, we serviced eleven customers, of which two were direct government\ncustomers, one was a commercial customer with private funding, five were commercial customers and three were non/not-for-profit customers\nfor whom we manufactured products as a subcontractor for their government customer

Cost of Revenue. The 66% decrease in cost of revenue for the nine\nmonths ended July 31, 2026 to $905,106 from $2,680,940 for the nine months ended July 31, 2025 mainly reflected the decreased business\nvolume described above. As a percentage of revenue, cost of revenue amounted to 59% and 79% in the nine months ended July 31, 2026 and\n2025, respectively. Cost of revenue as a percentage of revenue decreased by approximately 20% due to increased operational efficiency\non several new contracts that commenced in Q3 2026.

Operating Expenses.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Nine Months Ended
	July 31,
	2026		2025			Change		%
Operating expenses
Other general and administrative	$	3,359,080		$	2,072,456		$	1,286,624		62%
Personnel expenses		97,680			408,908			(311,228	)	(76%	)
Facilities expense		609,430			549,537			59,893		11%
Professional fees		632,760			343,495			289,265		84%
Depreciation expense		16,997			16,996			1		0%
Total	$	4,715,947		$	3,391,392		$	1,324,555		39%

Overall operating expenses increased by $1,324,555,\nor 39%, to $4,715,947 for the nine months ended July 31, 2026, as compared to $3,391,392 for the nine months ended July 31, 2025, driven\nby professional fees and higher G&A expenses and R&D activities. Additionally, the Company issued stock for services to\nthe CEO, CFO and consultants for an aggregate value of $2,481,918.

Other Expense. Our other expenses are comprised\nof interest expense, amortization of debt discount, change in fair value of derivative liabilities, gain on extinguishment of derivative\nliabilities, loss on issuance of derivative, loss on modification of debt and loss on debt extinguishment. Overall other expenses increased\nby $2,576,594, or 1308%, to $2,773,614 for the nine months ended July 31, 2026, as compared to $197,020 for the nine months ended July\n31, 2025. We recorded $293,123 in interest expense in the nine months ended July 31, 2026 compared to $197,020 in the nine months ended\nJuly 31, 2025, reflecting our increased amount of average outstanding debt and increased rates of interest thereunder. In the nine months\nended July 31, 2026 we recorded amortization of debt discount of $864,738, the change in fair value of derivative liabilities of $731,919,\nwhich was due to the issuance of convertible debt and preferred stock, loss on issuance of derivative in the amount of $105,527, a gain\non extinguishment of derivative liabilities in the amount of $509,476, a loss on modification of debt in the amount of $51,480 and a loss\non debt extinguishment in the amount of $1,236,303.

We have not recorded income tax expense or benefit\nin the nine months ended July 31, 2026 and 2025 (because of our tax loss carryforwards). We had approximately $11,836,000 of net operating\nloss carry forwards to offset future federal taxable income as of July 31, 2026.

The net operating loss (“NOL”) carry\nforward is subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Under the Internal Revenue\nCode (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss carryforwards and research credit\ncarryforwards to offset taxable income and tax, respectively, may be limited based on cumulative changes in ownership. The Company has\nnot completed an analysis to determine whether any such limitations have been triggered as of July 31, 2026. The annual limitation, if\nany, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may\nfurther affect the limitation in future nine months.

Net Loss. Our net loss for the nine months\nended July 31, 2026 was $6,851,175, compared to a net loss of $2,884,929 for the nine months ended July 31, 2025. The change was due to\nthe reasons discussed above.

Because of historical and expected operating losses\nand net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for\ntwelve months from the issuance of the condensed consolidated financial statements, which is not alleviated by management’s plans.\nThe condensed consolidated financial statements have been prepared under the going concern basis of accounting. These condensed consolidated\nfinancial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

Three Months Ended July 31, 2026 to the Three Months\nEnded July 31, 2025

The following table provides certain selected financial information of\nHelio Corporation for the periods presented:

	Three Months Ended
	July 31,
	2026			2025			Change	%
Revenues	$	590,626			$	784,587		(193,961	)	(25%	)
Costs of revenue		(325,534	)			(686,197	)	360,663		53%
Operating expenses		(811,324	)			(1,000,284	)	188,960		19%
Operating income (loss)		(546,232	)			(901,894	)	355,662		(39%	)
Interest expense, net		(54,070	)			(48,860	)	(5,210	)	11%
Amortization of debt discount		(420,163	)			–		(420,163	)	Increase from zero
Change in fair value of derivative liability		(412,977	)			–		(412,977	)	Increase from zero
Gain on extinguishment of derivative liability		420,239				–		420,239		Increase from zero
Loss on issuance of derivative		(105,527	)			–		(105,527	)	Increase from zero
Loss on debt extinguishment		(352,760	)			–		(352,760	)	Increase from zero
Net income (loss)	$	(1,471,490	)		$	(950,754	)	(520,736	)	55%
Loss per share basic and diluted	$	(0.29	)		$	(0.42	)

Revenue. Revenue for the three months ended\nJuly 31, 2026 decreased by 25% to $590,626 from $784,587 for the three months ended July 31, 2025, reflecting a lower overall volume of\nwork compared to the prior three months. Contributing factors include continuing budget cuts to NASA programs enacted by the current administration.\nDuring the three months ended July 31, 2026 we serviced six customers, of which one was a direct government customer, one was a public\ncompany, three were non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customer,\nand one private customer. For the three months ended July 31, 2025, we serviced nine customers, two of which were direct government\ncustomers, four were commercial customers and two were non/not-for-profit customers for whom we manufactured products as a subcontractor\nfor their government customer, and one private customer.

Cost of Revenue. The 53% decrease in cost of\nrevenue for the three months ended July 31, 2026 to $325,534 from $686,197 for the three months ended July 31, 2025 mainly reflected the\ndecreased business volume described above. As a percentage of revenue, cost of revenue amounted to 55% and 87% in the three months ended\nJuly 31, 2026 and 2025, respectively. Cost of revenue as a percentage of revenue decreased by approximately 32% due to increased operational\nefficiency on several new contracts that commenced in Q3 2026.

Operating Expenses.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Three Months Ended
	July 31,
	2026		2025			Change		%
Operating expenses
Other general and administrative	$	347,872		$	607,537		$	(259,665	)	(43%	)
Personnel expenses		25,162			116,664			(91,502	)	(78%	)
Facilities expense		175,156			149,741			25,415		17%
Professional fees		257,469			120,676			136,793		113%
Depreciation expense		5,665			5,666			(1	)	0%
Total	$	811,324		$	1,000,284		$	(188,960	)	(19%	)

Overall operating expenses decreased by $188,960,\nor 19%, to $811,324 for the three months ended July 31, 2026, as compared to $1,000,284 for the three months ended July 31, 2025, in both\ncases driven by lower personnel expenses and G&A expenses.

Other Expense. Our other expenses are comprised\nof interest expense, amortization of debt discount, change in fair value of derivative liability, gain on extinguishment of derivative\nliabilities, loss on issuance of derivative, loss on modification of debt and loss on debt extinguishment. Overall other expenses increased\nby $876,398, or 1794%, to $925,258 for the three months ended July 31, 2026, as compared to $48,860 for the three months ended July 31,\n2025. We recorded $54,070 in interest expense in the three months ended July 31, 2026 compared to $48,860 in the three months ended July\n31, 2025, reflecting our increased amount of average outstanding debt and increased rates of interest thereunder. In the three months\nended July 31, 2026 we recorded amortization of debt discount of $420,163, the change in fair value of derivative liabilities of $412,977,\nwhich was due to the issuance of convertible debt and preferred stock, loss on issuance of derivative in the amount of $105,527, a gain\non extinguishment of derivative liabilities in the amount of $420,239, a loss on debt extinguishment in the amount of $352,760.

Net Loss. Our net loss for the three months ended July 31, 2026\nwas $1,471,490, compared to a net loss of $950,754 for the three months ended July 31, 2025. The change was due to the reasons discussed\nabove.

Liquidity and Capital Resources

Fiscal Year Ended October 31, 2025. As\nof October 31, 2025, we had cash and cash equivalents of $7,305. We have historically funded our operations through a combination of operating\ncash flows, debt financing, and equity issuances. Net cash used in operating activities was $(2,065,017) for the fiscal year ended October\n31, 2025, compared to $(1,560,375) for the fiscal year ended October 31, 2024, reflecting increased net losses partially offset by working\ncapital changes, including a decrease in accounts receivable of $900,776. Net cash provided by financing activities was $1,520,770 for\nthe fiscal year ended October 31, 2025, compared to $1,607,592 for the fiscal year ended October 31, 2024, reflecting proceeds from new\ndebt issuances partially offset by repayments.

Nine Months Ended July 31, 2026. As of July\n31, 2026, the Company had cash and cash equivalents of $520,504 and has historically incurred operating losses and negative cash flows\nfrom operations. The Company has funded its working capital, research and development activities, capital expenditures, and other commitments\nprimarily through loans from the Company’s executive officers and directors and other debt financings. The Company has also issued\nequity securities in non-cash transactions, including in connection with services rendered and debt-related arrangements. The Company\nexpects to continue to incur operating losses and negative operating cash flows as it advances its business and executes its strategic\ninitiatives.

The Company’s primary liquidity requirements\ninclude funding operating expenses, research and development activities, engineering and technical personnel costs, general and administrative\nexpenses, professional fees, and costs associated with maintaining its public company reporting obligations. As of July 31, 2026, the\nCompany’s ability to meet its obligations as they become due depend, and is expected to continue to depend, on its ability to obtain\nadditional financing through debt or equity issuances, strategic transactions, or other capital-raising activities.

Subsequent Financing Activities. Subsequent\nto July 31, 2026, the Company executed a note payable agreement for $165,000 from which $38,050 in fees were deducted for net proceeds\nof $126,950.

Going Concern. The audit reports on our\nfinancial statements for the fiscal years ended October 31, 2025 and October 31, 2024 each included explanatory paragraphs expressing\nsubstantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability\nto raise additional capital through this offering and other financing activities and to achieve profitability. Management’s plans include\npursuing additional debt and equity financings, strategic partnerships, and other capital-raising initiatives, including the proceeds\nof this offering. However, there can be no assurance that such financing will be available on acceptable terms, or at all. If we are unable\nto raise sufficient capital or achieve profitability, we may be forced to curtail our operations, liquidate our assets, or cease operations\nentirely.

Capital Requirements. We do not believe\nthat our current cash resources are sufficient to fund our operations beyond the near term without the proceeds from this offering or\nother financings. We estimate that the net proceeds from this offering, if completed, would be approximately $7.993 million, after\ndeducting underwriting discounts and commissions and estimated offering expenses. We intend to use such proceeds primarily for: (i) repayment\nof outstanding promissory notes; (ii) research and development; (iii) sales, marketing, and business\ndevelopment; (iv) upgraded facilities and infrastructure; (v) manufacturing improvements; and (vi) general and administrative and working\ncapital purposes. See “Use of Proceeds.”

Cash Flows

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Nine months Ended July 31,
	2026			2025
Cash used in operating activities	$	(1,937,196	)		$	(1,549,753	)
Cash provided by financing activities	$	2,450,395			$	1,042,134
Cash on hand (end of period)	$	520,504			$	43,933

Cash Flows Used in Operating Activities

Our operating cash flow results were affected by the\naging and timing of certain working capital items. During the nine months ended July 31, 2026 and 2025, our negative operating cash flow\nwas attributed mainly to our net loss, as described above.

During the nine months ended July 31, 2026, the Company\nreported $1,937,196 of cash used in operating activities. The Company’s negative operating cash flow was attributed mainly to a\nnet loss of $6,851,175, decrease in lease obligations of $314,060, a decrease in accrued compensation in the amount of $229,575 and a\ngain on extinguishment of derivative liability in the amount of $509,476. This was offset by a loss on debt extinguishment in the amount\nof $1,236,303, amortization of debt discount in the amount of $864,738, common stock issued for services in the amount of $2,481,918,\nand change in fair value of derivative liabilities in the amount of $731,919.

During the nine months ended July 31, 2025, the Company\nreported $(1,549,753) of cash used in operating activities. The Company’s negative operating cash flow was attributed mainly to\na net loss of $(2,884,929) and is partially offset by a decrease in accounts receivable of $788,869, and a decrease in work in process\nof $174,537.

Cash Flows Provided by Financing Activities

During the nine months ended July 31, 2026, net cash\nprovided by financing activities was $2,450,395, which included the incurrence of new debt proceeds amounting to $1,737,045, proceeds\nfrom the sale of common stock in the amount of $1,522,747, proceeds from the sale of preferred stock in the amount of $1,053,500, proceeds\nfrom the exercise of stock options in the amount of $8,066, offset by repayments of debt totaling $1,821,135 and common stock repurchased\nfor $49,828.

During the nine months ended July 31, 2025, net cash\nfrom financing activities was $1,042,134, which included $1,110,403 of the incurrence of new debt offset by $68,269 in repayments of notes\npayable.

Material Cash Commitments

The Company’s material future cash commitments,\nto be paid from cash flows from operations, are to repay its current debt obligations and payments under leases for its facilities. The\nCompany does not have any material commitments for capital expenditures. The following table shows the material future commitments for\nthe nine months ending July 31, 2026:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Leases		Debt			Total
Remainder of 2026	$	121,555		$	1,202,722		$	1,324,277
2027		283,628			70,000			353,628
Total	$	405,183		$	1,272,722		$	1,677,905

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements\nor relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special\npurpose entities.

BUSINESS

Corporate Information

Helio Corporation was originally incorporated\nas Stirling Bridge Group, Inc. (“Stirling Bridge”) on October 3, 2022, in the State of Florida. In May 2023, Stirling\nBridge changed its name to Web3 Corporation. In January 2024, through a share exchange accounted for as a reverse acquisition, Web3 Corporation\nacquired 100% of the outstanding stock of Heliospace Corporation and changed its name to Helio Corporation (the “Business Combination”).\nFollowing the Business Combination, Heliospace became a wholly owned subsidiary of Helio Corporation. Heliospace Corporation was incorporated\non March 6, 2018, as a Delaware corporation. For accounting purposes, Heliospace was determined to be the accounting acquirer in the Business\nCombination and is the sole predecessor of Helio Corporation. Accordingly, the financial statements included elsewhere in this registration\nstatement reflect the historical financial condition and results of operations of Heliospace prior to the Business Combination and of\nHelio Corporation and its consolidated subsidiary thereafter.

The Company’s principal executive offices\nare located at 2448 Sixth Street, Berkeley, California 94710, and its telephone number is (510) 545-2666. The Company’s website\nis www.helio.space. The information contained on, or accessible through, the Company’s website is not incorporated by reference\ninto this prospectus.

Company Overview

Helio Corporation (the “Company”\nor “Helio”) is a technology, engineering and research and development (R&D) holding company serving commercial,\ngovernment, and non-profit organizations in the aerospace industry. Our wholly owned subsidiary, Heliospace Corporation (“Heliospace”),\nis an aerospace company specializing in the design, engineering, assembly and test of space flight qualified hardware, providing systems\nengineering, modeling, analysis, integration, and test services to customers in government, commercial, private, and non-profit markets.\nWith deep expertise in civil space missions combined with a growing business serving commercial companies, our primary company objective\nis to enable humanity’s pursuit of the scientific and commercial development of space.

The cost of access to space has seen dramatic\nreductions in the past decade. The domain of space activities, once confined to low-earth and geostationary orbit, now extends to the\nMoon and beyond. There is a growing need for a diversity of systems and approaches tailored to unique applications and environments. In\naddition, there is growing demand for infrastructure solutions in space to answer terrestrial demand for products and services. With our\ncurrent existing hardware, services and solutions, we aim to meet the needs and demands of these growing commercial and government activities\nin an agile, cost-effective and innovative manner.

The Company’s common stock is quoted on\nthe OTCID marketplace operated by OTC Markets Group under the symbol “HLEO.”

Recent Developments

The following summarizes certain material developments\noccurring subsequent to the Company’s fiscal year ended October 31, 2025, as well as certain late-fiscal-year events necessary to\nprovide context.

Management and Board Appointments

Appointment of Chief Executive Officer and\nChairman (January 5, 2026)

On January 5, 2026, the Company appointed Edward\nCabrera as Chief Executive Officer and Chairman of the Board, replacing Gregory T. Delory, who transitioned to the role of Chief Technology\nOfficer and remains a member of the Board. In connection with Mr. Cabrera’s appointment, the Company entered into an executive employment\nagreement and issued shares of common stock as compensation. On March 17, 2026, Paul Turin and Stuart Bale each resigned as members of\nthe Board of Directors. Mr. Turin’s and Mr. Bale’s resignations were voluntary and were not the result of any disagreement with the Company\non any matter relating to the Company’s operations, policies or practices. Mr. Turin remains the Chief Engineer of the Company and Mr.\nBale remains the Chief Scientist of the Company.

Appointment of Manager of Investor Relations\n(January 5, 2026)

On January 5, 2026, the Company entered into an\nemployment agreement with Edward W. Cabrera pursuant to which he serves as the Company’s Manager of Investor Relations. In connection\nwith the agreement, the Company issued shares of common stock as compensation for services. The employment agreement and issuance of shares\nwere approved by the Company’s Board of Directors. Mr. Cabrera is the son of Edward Cabrera, the Company’s Chief Executive\nOfficer and Chairman of the Board. See “Related Party Transactions.”

Appointment of Lead Systems Engineer for Space-Based\nSolar Power (February 12, 2026)

On February 12, 2026, the Company announced the\nappointment of Oliver Fildes as Lead Systems Engineer for the Company’s space-based solar power initiatives. Mr. Fildes’ appointment supports\nthe Company’s strategy to expand its current hardware and services capabilities into Space Based Solar Power solutions.

Appointment of Chief Financial Officer (January\n19, 2026)

On January 19, 2026, the Company appointed Mark\nKnauf as Chief Financial Officer. In connection with his appointment, the Company entered into an executive employment agreement providing\nfor equity-based compensation, subject to vesting, and a cash salary payable only upon the Company achieving specified fundraising milestones.

Board Appointments (January 21 and January\n26, 2026)

On January 21, 2026 and January 26, 2026, the\nCompany appointed Vikas “Vik” Parti, Mario Martinez, and Bruce T. Campbell to its Board of Directors. Mr. Martinez was appointed\nChairman of the Audit Committee, Mr. Campbell was appointed Chairman of the Compensation Committee, and Mr. Parti was appointed Chairman\nof Intellectual Property.

Financings

Convertible Note Financing (August 26, 2025)

On August 26, 2025, the Company entered into a\nsecurities purchase agreement with an accredited investor pursuant to which it issued a convertible promissory note with an aggregate\nprincipal amount of $275,000 for gross proceeds of $250,000, reflecting an original issue discount. The note bears interest at 10% per\nannum and matures on August 26, 2026. In connection with the financing, the Company also issued 5,000 unregistered shares of common stock\nas commitment shares. Net proceeds were used for general corporate and working capital purposes. Network 1 Financial Securities acted\nas placement agent in connection with the transaction.

Phase II SBIR Program — QuasiStatic Release\nMechanism (February 2026)

On February 11, 2026, the Company issued an update\non development and testing progress relating to its Phase II Small Business Innovation Research (“SBIR”) program with\nNASA, including continued development of the Company’s QuasiStatic Release Mechanism technology. The QuasiStatic Release Mechanism is\nbeing developed under NASA funding for commercialization of flight-qualified release mechanisms. See “Products and Services in Development” below.

Issuance of Bridge and Convertible Notes (December\n19, 2025)

On December 19, 2025, the Company entered into\npurchase agreements with institutional investors pursuant to which it issued unsecured bridge notes and an unsecured convertible promissory\nnote for aggregate gross proceeds of approximately $250,000, reflecting original issue discounts. The notes bear interest at 12% per annum,\nmature in 2026, and contain customary default provisions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Convertible Note Financings (January 12 and\nJanuary 14, 2026)

FirstFire Financing

On January 14, 2026, the Company entered into a Securities\nPurchase Agreement with FirstFire Global Opportunities Fund, LLC (“FirstFire”), pursuant to which the Company issued (i) a\npromissory note in the principal amount of $165,000 (purchase price of $150,000, reflecting a $15,000 original issue discount) bearing\ninterest at 10% per annum and maturing January 14, 2027 (the “FirstFire Note”), (ii) a warrant to purchase up to 66,000 shares\nof common stock at an initial exercise price of $2.50 per share (the “FirstFire Warrant”), and (iii) 15,000 shares of common\nstock as commitment shares. The Company received net proceeds of $133,000. On March 12, 2026, FirstFire exercised the FirstFire Warrant\nin full via cashless exercise, resulting in the issuance of 52,640 shares of common stock, and no FirstFire Warrant remains outstanding.\nOn or about April 29, 2026, the Company satisfied the FirstFire Note in full by repaying $150,000 in cash and issuing 20,000 shares of\ncommon stock at a conversion price of $2.50 per share in reliance on Section 3(a)(9) of the Securities Act, and the FirstFire Note was\ncancelled.

Series A Convertible Preferred Stock

On April 17, 2026, the Company designated 1,500,000\nshares of Series A Convertible Preferred Stock. The Company sold 175,000 shares for $175,000 pursuant to a Series A Preferred Stock Purchase\nAgreement dated April 17, 2026 and funded on or about May 5, 2026, 200,000 shares for $200,000 on June 16, 2026, and 200,000 shares for\n$200,000 on July 16, 2026; in addition, 15 shares sold on February 6, 2026 for $15,000 were simultaneously converted into 12,510 shares\nof common stock. As of July 31, 2026, 575,000 shares of Series A Convertible Preferred Stock were issued and outstanding. Each share has\na stated value of $1.00, carries a cumulative annual dividend of 10% of the stated value (increasing to 22% upon an event of default),\nand, beginning 180 days after issuance, is convertible into common stock at a variable conversion price equal to 65% of the lowest trading\nprice of the common stock during the ten trading days preceding conversion, subject to a 4.99% beneficial ownership limitation that may\nnot be waived.

Series B Convertible Preferred Stock

On May 29, 2026, the Company sold 177,500 shares of\nSeries B Convertible Preferred Stock to Efrat Investments LLC for an aggregate purchase price of $159,750 ($0.90 per share, reflecting\na 10% original issue discount to the $1.00 stated value), and on July 27, 2026, the Company sold an additional 177,500 shares to SilverCrest\nHybrid Capital LLC for an aggregate purchase price of $159,750 ($0.90 per share). As of July 31, 2026, 355,000 shares of Series B Convertible\nPreferred Stock were issued and outstanding. Each share is convertible into common stock, subject to a 4.99% beneficial ownership limitation.

Series C Convertible Preferred Stock

On June 19, 2026, the Company sold 200,000 shares\nof Series C Convertible Preferred Stock to Auctus Fund, LLC for an aggregate purchase price of $200,000 (stated value of $1.00 per share).\nThe Series C Preferred Stock carries a cumulative annual dividend of 10% of the stated value (increasing to 22% upon an event of default)\nand, beginning 180 days after issuance, is convertible into common stock at a variable conversion price equal to 65% of the lowest trading\nprice of the common stock during the ten trading days preceding conversion, subject to a 4.99% beneficial ownership limitation that may\nnot be waived. The Series C Preferred Stock ranks senior to the common stock but junior to the Company’s other outstanding preferred\nstock and all existing and future indebtedness with respect to dividends and distributions upon liquidation.

Private Placement

In a private placement conducted from April 9, 2026\nthrough May 8, 2026, the Company sold an aggregate of 93,276 shares of common stock (on a post-split basis) to 53 purchasers, each of\nwhom represented that it was an accredited investor, for aggregate gross proceeds of $326,446.42. No sales commissions or finders’\nfees were paid in connection with this offering, and the securities were issued in reliance on Section 4(a)(2) of the Securities Act and\nRule 506(b) of Regulation D.

Resolution of Note Defaults

As of the date of this prospectus, the Company is\nnot in default under any outstanding promissory note. The two largest previously defaulted notes (original principal amounts of $400,000\nand $500,000, each matured November 5, 2025) were resolved pursuant to the Wolf Settlement Agreement described below. The Amended and\nRestated Secured Promissory Note dated October 15, 2024, in the original principal amount of $250,000 (the “Cole Note”), which\nhad matured on November 5, 2025 and was previously in default, has been resolved and is now current. Notes previously in default with\noriginal principal amounts of $50,000, $150,000, and $50,000, respectively, for which default notices were received in February 2026,\nhave also been resolved and are now current. A convertible promissory note dated July 31, 2024 in the original principal amount of $250,000\n(as amended and restated to $500,000), which was in default as of April 30, 2026, was resolved on June 13, 2026 pursuant to an arrangement\nwhereby the holder agreed not to pursue default remedies in exchange for a payment plan (including a $20,000 initial payment and $15,000\nmonthly installments beginning July 15, 2026) and the transfer of 6,600 shares of common stock by Gregory T. Delory from shares personally\nowned by him (rather than an issuance by the Company). See “Risk Factors” and “Certain Relationships and Related\nParty Transactions.”

Wolf Settlement Agreement

On April 27, 2026, the Company entered into a binding\nsettlement agreement (the “Wolf Settlement Agreement”) with Sean Wolf (“Wolf”) via an exchange of emails, pursuant\nto which the parties agreed to resolve an aggregate outstanding obligation of $879,163, representing all principal and accrued interest\nowed under a 9.75% promissory note in the principal amount of $400,000 issued October 15, 2024 to Blackwolf Venture Group LLC and a 9.75%\npromissory note in the principal amount of $500,000 issued October 16, 2024 to Wolf. The settlement amount is to be satisfied through\nnet proceeds from Wolf’s sales of the Company’s common stock in accordance with negotiated leak-out limitations. The Company\nagreed to authorize its transfer agent to remove the restrictive legend on 45,000 shares of common stock held in book entry for Wolf’s\nbenefit, and up to 55,000 additional shares held by Joseph Pitman are expected to be transferred to Wolf subject to the same leak-out\nterms. No new shares were issued by the Company in connection with the Wolf Settlement Agreement.

Share Repurchase Program

On July 2, 2026, the Board of Directors authorized\nthe Company to repurchase up to 250,000 shares of its common stock from time to time through September 30, 2026, and ratified 9,477 shares\nrepurchased prior to adoption of the program. The repurchase program was not publicly announced. Pursuant to the program, the Company\nhas repurchased an aggregate of 9,376 shares of common stock (as adjusted for the 1-for-5 Reverse Stock Split) in open-market transactions\nfor an aggregate purchase price of approximately $49,994.31..This reflects 9,230.8 shares repurchased through July 31, 2026 as reported\nin the last 10-Q filing with an additional 145 shares repurchased through September 8, 2026. ]

Reverse Stock Split

On May 9, 2026, the Board of Directors approved a\nreverse stock split of the Company’s common stock at a ratio within the range of 1-for-1.25 to 1-for-5, and on May 11, 2026, holders\nof approximately 64.70% of the outstanding shares of common stock approved the reverse stock split and the related amendment to the Company’s\nArticles of Incorporation by written consent. On July 7, 2026, the Board determined to effect the reverse stock split at a ratio of 1-for-5,\nand the reverse stock split became effective on July 20, 2026. Unless otherwise indicated, all share counts and per-share figures in this\nprospectus give effect to the 1-for-5 reverse stock split. See “The Offering — Reverse Stock Split.”

Recent Moon Mission

Our delivered space qualified hardware continues\nto perform on space recent flight missions. On March 17, 2025, the Company announced the successful deployment of its hardware on Firefly\nAerospace’s Blue Ghost Mission 1 (BGM1) lander. Heliospace provided deployable mechanisms and sensors as part of the Lunar Magnetotelluric\nSounder (LMS) experiment. Led by Southwest Research Institute, LMS is designed to study the interior of the Moon by measuring low frequency\nelectromagnetic fields. Heliospace designed and built unique remote electrodes that deploy in four directions up to 60 feet away from\nthe lander, forming a large low frequency antenna on the lunar surface. Heliospace also provided a separate compact boom which deploys\na magnetometer sensor upwards from the lander deck to make accurate measurements of magnetic fields. These systems work together to enable\nthe LMS experiment to achieve key scientific objectives in resolving the internal structure of Moon’s mantle.

Market Overview

The global space marketplace is projected to grow\nfrom over $600 billion today to over $1.8 trillion by 2035 (World Economic Forum & McKinsey & Company 2024). We believe the growing\nrecognition of the commercial potential of in-space activities, sustained science and technology efforts by both government and private\nentities, combined with increasing geopolitical concerns will continue to accelerate this trend. Our target markets include hardware,\npayloads and infrastructure for Earth orbiting and lunar applications for government, commercial, and private customers with a projected\nmarket size of $11-12 billion by 2030, according to the McKinsey & Company report 2024. As humanity continues to expand its capabilities\nin space, additional opportunities exist in space infrastructure for a variety of purposes. Of these, space-based energy production is\nbeginning to see substantial traction. Space-Based Solar Power (SBSP) is one such long-standing goal that has seen a resurgence due to\nfalling launch costs combined with new technologies, with a conservative market size of $0.7-0.8 billion today and expanding to $3-4.5\nbillion by 2030, and scaling into the hundreds of billions by 2040, according to McKinsey & Company report 2024.

We intend to continue expansion into the development\nof space qualified hardware and payloads, for which we believe we have a significant foothold with our existing products and services,\nand bring to market a range of aerospace products currently in development under multiple SBIR Phase II programs. Building upon this foundation\nof general aerospace capability, Heliospace has embarked on the development of space-based energy infrastructure, in a vertically-integrated\nplan to bring reliable clean energy to Earth via SBSP.

The market for space hardware, systems and services\nhas historically been highly fragmented, with few scaled, capable competitors. The capabilities of the legacy providers have been shaped\nby longstanding government procurements as well as the established communications and navigation equipment markets. There has been significant\nconsolidation over the past few decades, resulting in fewer and less agile or innovative organizations. Cost control, performance and\nquality remain a challenge for some established incumbents. This landscape has opened the door to new entrants into the marketplace, with\nseveral recent space company IPOs over the past year. These and other new providers are poised to serve the rapidly growing space economy\nwith new applications and revenue opportunities that many current hardware and services providers are ill equipped to address. To succeed\nin this evolving market, aerospace companies in particular must be both innovative and agile to answer the needs of emerging new applications\nand customers. Heliospace aims to expand into these growing market segments by offering responsive, tailored solutions to both established\nand new customers providing innovative, cost-effective space systems and products while pioneering space-based energy as a service.

Customer Concentration

Our customers are concentrated in the space industry.\nWhile we have a strategy to diversify our sources of revenue (See “Company Growth Strategy” for a description of our\nstrategy), approximately 70% and 75% of our revenue for the fiscal year ended October 31, 2025 and the fiscal year ended October 31, 2024,\nrespectively, was derived, directly or indirectly, from U.S. government sources, either as a prime contractor or as a subcontractor. In\neach of these periods, more than 67% of our revenue was attributable to three customers. One of these customers, a prime contractor under\nan indefinite delivery/indefinite quantity (“IDIQ”) contract with NASA, accounted for approximately 31% of our revenue\nin the fiscal year ended October 31, 2025, and 27% of our revenue in the fiscal year ended October 31, 2024.

Current Hardware and Services Capabilities

We have successfully scaled as a space hardware\nand services company providing solutions to government, commercial, and non-profit customers. This includes hardware and services for\nover five space missions and hardware deliveries for over four additional missions launching in the near term. We leverage decades of\nmanagement experience developing hardware capabilities that were successfully used in space for NASA and other space agencies and organizations.\nOur current commercial-stage hardware includes deployable mechanisms, antennas, booms, structures, and sensors. Our hardware is generally\ncustom designed to customer specifications, assembled, tested and delivered fully qualified and ready for flight as a complete end-to-end\nsolution. We offer systems engineering, modeling & analyses, integration & test, verification, mission formulation\nand architecture and other services to NASA and commercial customers. These services span a complete integrated analysis suite including\nstructural, thermal, electromagnetic, optical, deployables and other tools to optimize both system and mission design. Integration and\ntest support includes system-level planning, coupled with personnel to assist or observe test flows and ensure proper verification of\nrequirements. Hardware and services are typically provided on a per-project basis using Time and Materials, Cost-Plus, or Fixed Price\ncontracts with monthly payments, and range in size from $100,000 to over $10 million depending on system complexity, customer requirements,\nand schedule.

Development and Manufacturing

Hardware development occurs at our main facility\nin Berkeley, California, with over 20,000 sq ft of facilities including assembly and test areas, R&D labs, clean rooms, and thermal-vacuum\ntest equipment. Heliospace leverages existing relationships with an array of vendors vetted under our internal quality control processes\nto support hardware construction. Our hardware is generally custom designed to customer specifications and translated to drawings including\nall dimensional and material details. The manufactured components are then sent out for competitive bid to third-party fabricators, who\nmanufacture the components to the required specifications and deliver them to us. We also purchase some finished components from vendors\nfor assemblies, including release mechanisms, heaters, switches, and other specialty components. These components are then assembled,\ntested, and delivered fully qualified and ready for flight as a complete end-to-end solution. Heliospace maintains a vendor management\nsystem, which includes vendor surveys and an approved vendor list with specific approval criteria. A quality assurance process is in place\nfor all components we receive, including inspections, paperwork requirements documenting the origin and authenticity of raw materials\nused, inspection reports, and other evidence that all incoming components meet the specification requirements and applicable regulations.\nWe try to maintain multiple sources for the same component or material in order to have qualified, alternate sources of supply if our\nprimary source is delayed or does not meet our specifications or quality standards.

Raw Materials and Suppliers

Heliospace engages in manufacturing activities\nat the piece-part and component level, and thus does not maintain an inventory of raw materials. Therefore, we have limited direct exposure\nto fluctuations in the supply of raw materials. Most of the value we provide with respect to our hardware comes from our design, engineering,\nassembly and test activities. While some of the components in our hardware require relatively scarce raw materials, our third-party fabricators\nhave historically not experienced difficulty in procuring those materials.

Examples of our Space Qualified Hardware

Deployable radar antennas on the NASA Europa\nClipper mission, which will probe the subsurface of Europa

Technology developed by Heliospace provided a\nlow mass, small form factor solution for the radar antennas required for the NASA Europa Clipper Mission. The mission launched in October\n2024. When stowed, our antennas are sufficiently compact to mount on the spacecraft solar arrays, thus simplifying the design and saving\nNASA significant cost. When deployed, these large dipole antennas extend to more than 55 feet in length. Heliospace designed, assembled,\ntested, and delivered these antennas under contract with Caltech as part of the Radar for Europa Assessment and Sounding: Ocean to Near-surface\n(REASON) instrument onboard Europa Clipper. REASON is a dual-frequency ice penetrating radar instrument designed to characterize and sound\nEuropa’s icy crust from the near-surface to the ocean, revealing the hidden structure of Europa’s ice shell and potential\nwater within. Europa is one of the solar system’s most fascinating objects, where conditions for life may exist, making this an\nexciting mission for which we were able to provide critical technology. Large deployable mechanisms present a continuing challenge in\nthe space industry for which we have specialized expertise and demonstrated capability. This work was conducted from 2017-2024 pursuant\nto an $11.8 million cost plus contract. These radar antennas are now fully deployed and operating successfully on the Europa Clipper mission.

Low-cost antennas for the NASA SunRISE CubeSat\nconstellation

\n\n

We developed a solution to provide NASA with a high quantity of\ncompact antennas that will deploy from a constellation of CubeSat class spacecraft on the SunRISE mission. The mission is expected\nto launch in the in the late 2026 to 2027 timeframe, , and is designed to image solar eruptions that impact space weather at the\nEarth causing satellite and communications disruptions. The Heliospace solution enabled four antennas to deploy to over\neight feet in length from each cereal-box size SunRISE CubeSat. Compact, deployable antennas and booms for small spacecraft remain a\nchallenge in the space industry, and Heliospace was awarded a NASA Small Business Innovation Research Award Phase I in August of\n2024, followed by a Phase II in June of 2025, to further commercialize this technology for broader use throughout the industry. The\nSunRISE antennas were delivered over a 2-year period pursuant to a $1.1 million contract.

\n\n\n

Deployable sensors and mechanisms for use on\nthree lunar landers as part of the NASA Commercial Lunar Payload Services program

\n\n\n\n\n

	·	Our scientists and engineers developed a unique\nsystem that deployed four sensors on ballistic trajectories from a lunar lander at distances up to 60 ft, which worked with other\ninstruments to explore the subsurface structure of the Moon. This unique solution is the first of its kind to be used in space for planetary\ngeophysics investigations and has been selected to fly on two missions as part of the NASA Commercial Lunar Payload Services (CLPS) program.\nThe first mission carrying our hardware launched on January 15, 2025, aboard the Firefly Aerospace Blue Ghost Lander and successfully\nlanded and operated in March 2025. These projects are ongoing with combined contract values of $1.37 million.

	·	We provided four deployable antennas for a NASA\nexperiment in lunar radio astronomy which flew on the Intuitive Machines (IM-1) lunar mission. They were provided in record time using\na simple purchase order requisition, delivered to NASA and successfully deployed in-flight and on the Moon during the IM-1 mission. A\nsecond delivery of the same instrument for a future lunar mission was delivered to the same customer at the end of 2025.

After expanding our market into the commercial\nrealm in 2023, in 2025 we provided an antenna calibration system for a lunar orbiter being built by Firefly Aerospace.

Under contract with Firefly Aerospace, we designed,\nbuilt, and delivered a deployable dipole antenna for the Blue Ghost Transfer vehicle, a lunar orbit mission which will provide a radio\nfrequency calibration source. A lunar lander mission called Lusee-Night will then use this source to calibrate its radio telescope to\nperform astrophysics observations from the lunar far side. Our solution displaced another vendor’s offering due to its heritage\nand performance. In an expansion of our previous offerings, we are responsible for both the mechanical and radiofrequency testing and\nperformance of the delivered hardware pursuant to a $1.1 million contract in FY 2025.

Prototype mechanisms for the Mars Sample Return\nprogram

In 2023 and early 2024, while the program was\nactive, we utilized our specialized system-level capabilities and awareness of the NASA Mars Sample Return architecture to play a key\nrole in the design and testing of sample handling hardware involving sample transfer from the rover to an ascent vehicle from the Martian\nsurface, and the subsequent transfer of that sample to an orbiting vehicle for eventual return to Earth.

Heliospace Hardware Projects

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Examples of our services include systems engineering,\nintegration, test and operations support for large space-based observatories including the James Webb Space Telescope, Roman Space Telescope,\nand the Habitable Worlds Observatory. For Mars Sample Return, formulation engineering of the Capture Containment and Return System for\nNASA. The services above were conducted under Indefinite Delivery/Indefinite Quantity (IDIQ) Time & Materials contracts totaling\n$11.2 million through September 2022, with a second follow-on contract in place for $8.1 million that continues through\nSeptember 2027. Our services were also provided to commercial customers. For Honeybee Robotics, a wholly owned subsidiary of Blue\nOrigin, we provided unique insight and stringent eject dynamics performance analysis for the Spin Eject Mechanism (SEM) as part of the\nproposed Mars Sample Return architecture. Under a subcontract, we provided system architecture studies, modeling, analysis, and recommendations\nfor the Cargo Offloading Subsystem and Surface Access Subsystems as part of the Blue Origin lunar lander designs. These services were\nconcluded under purchase orders totaling $1.3 million to date.

Products and Services in Development

Based on the successful foundation of our current\nproducts and services, Helio will continue to expand its current offerings to include advanced deployable systems, sensing and deployable\npayloads, mission systems architectures and integrated solutions. These endeavors focus on the customer objectives for a given space application\nor mission, optimizing hardware, system design, payload and mission capabilities to enable customers to meet their stated objectives.\nExamples include payloads such as radar and RF systems, payload integration and test, as well as mission formulation and implementation\noptimized for customer requirements for applications including remote sensing, science & technology missions. These offerings\nleverage system-level expertise and awareness, providing turn-key solutions to the growing space economy. In addition to the specialty\nsolutions above, we are currently funded under NASA contract to commercialize flight qualified release mechanisms and a standard deployable\nantenna design, each of which can be sold in high quantities at high margins.

Examples of some candidate development areas for\npotential future products and services include:

Payloads such as radar, RF systems and optical

We have pioneered distributed RF and Radar mission\narchitectures with Department of Defense (DoD) seed funding of $109,341 that was received under an AFWERX SBIR Phase I in FY 2024. We\nhave developed new advanced deployable antenna concepts and designs under jointly funded programs with the NASA Jet Propulsion Laboratory\nwith applications in Earth remote sensing and intelligence. Optical payload development is also progressing with our contributions to\nthe telescope design for the NASA UVEX mission, with follow-on hardware work in 2025 and our own prototype demonstrators by the end of\n2027.

Payload integration and test, mission formulation\nand implementation optimized for customer requirements.

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	·	We are currently under contract with The Breakthrough\nFoundation for a feasibility study of the mission formulation, implementation, and payload design for a dedicated lunar lander performing\nradio frequency observations on the far side of the Moon. Mission development is expected to start in FY 2026 and launch in mid-2028.

	·	We provided space systems engineering support\nto EarthGuard™, a commercial space organization offering a revolutionary concept for directly mitigating the accelerating rate of\nglobal climate change, as its space systems engineering development partner. We completed a Mission Architecture Study, which successfully\nreached its major milestones in November of 2025.

Space Based Energy Solutions

Our support of science and technology missions\nis currently well established with our hardware and service lines; we intend to expand these offerings into larger integrated solutions\nin the form of Space Based Solar Power, pursuing large addressable markets with significant growth potential.

Our Competitive Advantages

We believe that we have few direct competitors\nof similar size and capabilities that provide the breadth of products, solutions, and expertise that we offer our customers. Given the\nmarket fragmentation, we face competition from different competitors across individual products and applications. Competition within our\nproduct offerings range from divisions of large corporations who are challenged by cost control and inflexibility, to small, privately\nheld companies with singular capabilities that lack the infrastructure and capacity to scale. System-level, mission focused engineering\ncombined with deep expertise in the production of space qualified hardware is what we believe will enable Heliospace to effectively scale\nfrom current offerings to comprehensive solutions for existing and new customers.

Our competitive advantages include the following:

\n\n\n\n\n

	·	Our experienced, award-winning leadership team\nis recognized in the field of space science, hardware and system development, with deep expertise in the implementation of space missions\nin government and commercial settings. The Heliospace company leadership has ensured that technical excellence and customer responsiveness\nis embedded throughout the organization to achieve mission success, as embodied by our best subcontractor of the year award from NASA\nJPL, NASA Agency Honor awards for work on the James Webb Space Telescope and repeat customers from NASA (2019-present).

	·	We have established a successful capability in\ndeveloping flight qualified instruments and space mechanisms, a challenging and specialized field for which there are few competitors.\nThe Heliospace leadership team has overseen successful development of over 125 instruments and mechanisms on over 40 space flight missions\nthroughout their careers, both at Heliospace and at the various other institutions at which members of our leadership team served, giving\nour products and methods extensive real-world testing and proven design heritage.

\n\n\n\n\n\n\n\n\n

	·	Heliospace is becoming a leader in the development\nof payloads and systems for lunar exploration, having delivered hardware for three lunar landers, providing system engineering support\nto the Blue Origin lunar landers, with two additional lunar spacecraft and lander hardware projects in progress. The Company’s founding\nteam has deep expertise in lunar exploration and applications gained throughout their careers, which we believe competitively positions\nus to leverage new commercial transportation options to the Moon in order to further develop new initiatives in lunar science, exploration\nand domain awareness.

	·	Leveraging our successful Small Business Innovation\nResearch (SBIR) grants, government funding and our own resources, we have developed significant in-house processes and capabilities, including\nvertical integration of key technologies such as our unique SABER™ deployable booms, release mechanism development and unique assembly\nand testing capabilities that streamline our production while improving our cost effectiveness.

	·	The Heliospace team possesses extensive system-level\ndesign expertise that transcends the niche offerings of market competitors, enabling us to provide comprehensive solutions that consider\nthe entire mission chain in the achievement of customer objectives. This system level awareness feeds into hardware and payload design\nto ensure mission success and enables our expansion into larger, more ambitious turnkey solutions as we gain new customers.

Company Growth Strategy

Our company growth strategy is to continue to\nbuild upon our successful flight hardware and services business, which provides a source of recurring revenue, to expand into providing\nan emerging new source of energy for humanity: Space Based Solar Power (SBSP).

For the hardware and services business, strong\nteam experience in systems for lunar science and exploration makes Helio particularly well positioned to participate in NASA’s rapidly\nexpanding lunar program. Additional opportunities in NASA science programs for planetary and astrophysics missions are coming into the\ncompany, and we anticipate additional work in these areas as the NASA science budget solidifies in FY 2027. Our 100% success rate in NASA\nPhase I to Phase II Small Business Innovation Research awards is supporting the development of several aerospace product lines that can\nbe sold in quantity at predictable margins. In these pursuits the team reputation and network at the various NASA centers and related\norganizations figures prominently in the generation of new opportunities. Additional capital will support greater outreach and more effective\nbusiness development along with startup capital to capture larger contracts to address system level as well as hardware/product level\nsolutions.

Our foundational experience in space flight hardware\nand mission systems will support new revenue generating applications in space. Helio is uniquely positions to offer SBSP solutions with\na demonstrated track record of flight hardware and both engineers and solar physicists on staff. The global demand for electricity has\nbeen increasing substantially. In the United States, projections are rapidly accelerating due to data center growth, domestic industrial\nexpansion, and increasing electrification of overall energy use (U.S. Energy Information Administration, 2025; Inner City Fund (ICF) 2025).\nTo meet this accelerated demand, significant expansion of both fossil fuel based and clean sources of energy are forecasted. The growing\npossibility of a supply/demand imbalance results in a projected cost of electricity that exceeds the rate of inflation, impacting residential,\ncommercial, and industrial users.

To meet projected demand in the U.S. and globally,\nnew utility-scale power generation will be required. Meeting this demand using clean renewable energy sources remains a challenge, as\nthese have historically been unable to provide baseload capacity – i.e., the ability to provide reliable, constant energy over long\nperiods. Globally, ground-based solar and wind are projected to expand, but have significant variability and low utilization, and are\nunable to provide baseload capacity. Energy storage to increase reliability and peak capacity are forecast to have an increasing role,\nbut are resource intensive and difficult to deploy at the required scale. Natural gas is increasingly forecast to meet demand due to cost\neffectiveness and baseload capability, but remains a non-renewable source with environmental impact, and is subject to price volatility.\nNuclear energy faces significant challenges in cost of energy, site selection, availability of fuel, vulnerability to natural disasters,\nand public perception. The problem of energy available is significant: individual large users (i.e., data centers) are increasingly developing\ntheir own behind-the-meter sources. Meanwhile for residential customers, electricity prices will increase at a rate faster than inflation,\neffectively doubling by 2050.

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Space Based Solar Power (SBSP) leverages our best\nsource of energy – our Sun, a giant fusion reactor that will last billions of years. Solar energy in space is abundant, efficient,\nscalable and constant – a clean source of energy that can provide baseload capability, displacing the role of coal and natural gas\nand other carbon emitting sources. Falling launch costs combined with advancements in space systems are bringing use of SBSP within the\nrealm of economic feasibility. Using our experience and in-house intellectual property Helio plans to offer a modular, scalable SBSP plant\nbased on HelioSat, our advanced deployable system that expands into large solar collection areas from small spacecraft.

The global market opportunity for electricity\nsupply is substantial, nearly $2 trillion in 2025, expanding to $3.7 trillion by 2035. By 2050 global consumption is predicted to double.\nWithin this is a potential fourfold increase forecast to be from clean/renewable sources. A clean renewable source such as SBSP can provide\nbaseload capability to this growing market at a Levelized Cost of Energy (LCOE) of $0.10/kWh over a lifetime of 20 years. Expansion of\nthis system to 100 GW capability yields $811B lifetime profit and an IRR at 11% annually. Helio plans to demonstrate an initial in-space\nSBSP system by 2030, followed by larger capacity in the following decade. In parallel with this development, the current hardware and\nservices capabilities will continue to expand as well, leveraging the advances we achieve in SBSP for use in adjacent applications for\ncivil, commercial, and defense related use.

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Our Challenges

Notwithstanding the foregoing, we operate in a\nvery competitive and rapidly changing environment. While we believe our competitive strengths will contribute to the growth and success\nof our company, our business is subject to challenges and uncertainties that may prevent us from achieving our business objectives or\notherwise adversely affect our business, results of operations or financial condition.

Among the challenges we face in implementing our\ngrowth strategy is the need to be agile in answering the needs of emerging new applications such as SBSP, including through successful\ninnovation and continued refinement both of current and newly developed technologies, products, and services. Developing future innovations\nand satisfying or responding to changing customer demands and industry cycles safely and in a timely and cost-effective manner will require\nsignificant capital, and require us to overcome technological hurdles and navigate highly regulated environments. These will be ongoing\nchallenges for our business.

While our growth strategy is achieving an increasing\nmarket share from private and commercial customers, a significant amount of our current revenue relies on U.S. government contracts.\nThe changing political landscape, including the new Executive and Congressional leadership and priorities, the increasing U.S. budget\ndeficit and national debt, and disruptions in the U.S. government budget process, impacts our inability to secure additional U.S. government\ncontracts and represents a continuing challenge to our ability to implement our growth strategy.

Investment Highlights

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	·	We have successfully scaled as a space hardware\nand services company providing solutions to government, commercial and non-profit customers. This includes hardware and services for over\nfive active space missions and hardware deliveries for over four additional missions expected to launch in 2026 or later.

	·	We expect to expand our capabilities to more\nadvanced hardware and services, and payload and mission system solutions by mid-2026, with additional focus on SBSP solutions.

	·	Heliospace is pioneering a new class of energy\ninfrastructure, SBSP, that would capture solar energy beyond Earth’s atmosphere and beam it safely and efficiently to the surface.\nThis is a long-duration, potentially large optionality layer on top of the core hardware business which generates revenue today, and thus\ndifferentiates the company from other pre-revenue competitors.

	·	The global space marketplace is projected to\ngrow from $350 billion today to over $1 trillion by 2040 (Morgan Stanley, Citi forecast, 2021-2022). Large addressable\nmarkets in energy use add substantially to future revenue potential.

	·	Our leadership team has overseen successful development\nof over 125 instruments and mechanisms on over 40 space flight missions throughout their careers, giving our products and methods extensive\nreal-world testing and proven design heritage. The leadership team’s systems engineering and architecture experience on noteworthy\nNASA space missions such as Hubble, James Webb Space Telescope, and the International Space Station provides comprehensive optimized solutions\nthat ensure customer objectives are achieved in the context of the overall mission, including spacecraft, launch vehicle, payload and\ndestination.

	·	Our combination of system-level expertise, hands-on\ncapabilities in the development of space qualified hardware, and demonstrated track record of mission success in space provide an ideal\nfoundation for the development of an ambitious but essential project of SBSP.

Implications of Being an Emerging Growth\nCompany and Smaller Reporting Company

The Company is an “emerging growth company,”\nas defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging\ngrowth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such\ntime as those standards apply to private companies. The Company has elected to avail itself of this exemption from new or revised accounting\nstandards and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging\ngrowth companies.

For so long as we are an emerging growth company,\nwe are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies\nthat are not emerging growth companies. These include, but are not limited to:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	·	Being permitted to present only two years\nof audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations” disclosure in this filing (notwithstanding this reduced\nrequirement, have presented three years of audited consolidated financial statements in this filing);

	·	Not being required to comply with the auditor\nattestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley Act”)\nin the assessment of our internal control over financial reporting;

	·	Not being required to comply with any requirement\nthat may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditors’\nreport providing additional information about the audit and the financial statements;

	·	Reduced disclosure obligations regarding executive\ncompensation in our periodic reports, proxy statements and registration statements; and

	·	Exemptions from the requirements of holding a\nnonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

The Company will cease to be an emerging growth\ncompany upon the earliest of: (i) the last day of the fiscal year in which the Company has total annual gross revenues of $1.235 billion\nor more; (ii) the last day of the fiscal year following the fifth anniversary of the Company’s first sale of common equity securities\npursuant to an effective registration statement under the Securities Act of 1933, as amended; (iii) the date on which the Company has\nissued more than $1.0 billion in non-convertible debt during the previous three-year period; or (iv) the date on which the Company becomes\na “large accelerated filer,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

In addition, Section 107 of the JOBS Act\nprovides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of\nthe Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting\nstandards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would\notherwise apply to private companies.

We are also a “smaller reporting company,”\nas such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).\nTo the extent that we continue to qualify as a smaller reporting company after we cease to qualify as an emerging growth company, certain\nof the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including:\n(i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act;\n(ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial\nstatements, instead of three years.

Intellectual Property and Protection

The Company has certain proprietary products and\nprocesses which are maintained as trade secrets. The Company has no filed or registered copyrights, trademarks, or patents. Work on government\ncontracts is generally conducted under the Federal Acquisition Regulation (FAR) rights in data clause, for which we claim limited rights\nto key technologies on a case-by-case basis. For non-government contracts, proprietary products are protected by non-disclosure agreements,\nand allocation of rights agreements as appropriate. In addition, each employee signs a proprietary information and inventions agreement.\nIn general, critical details of proprietary products are withheld from release in customer interactions based on the judgment of company\nleadership.

Seasonality in Our Business

We do not believe our business is subject to significant\nseasonal variation.

Government Regulation

Our business is subject to a wide range of laws\nand regulations at the federal, state, and local levels, including employment, health care and safety, privacy, data security, environmental,\nand other requirements. Compliance with these laws and regulations requires management by the Company, including legal assistance, use\nof professional employment organizations, and other resources on an ongoing basis. Changes in laws and regulations, and their variations\nin local jurisdictions, require monitoring and research in order to ensure compliance and obtain the appropriate licenses, certificates,\npermits, and other documentation necessary to conduct business. Many of these laws and regulations are typical of most business activities,\nwhereas we describe additional regulations at the federal level specific to our Company below.

We currently hold and will continue to pursue\ncontracts with NASA and other U.S. government agencies and will thus be subject to FAR. U.S. government contracts require specialized\naccounting procedures involving direct and indirect cost, and with fee amounts limited by government or agency policies. Government contracts\nrequire both financial and compliance audits that may result in the recovery of funds after expenditure and other cost adjustments. Additional\nscrutiny may result in additional audits and reviews, triggered by technical or programmatic failures or other events. Gross violations\nof these policies can result in administrative sanctions such as suspension or debarment from doing business with the U.S. government,\nor civil and criminal penalties. Contracts subject to the Federal Civil False Claims Act include provisions allowing individuals\nsuch as employees to file claims on behalf of the U.S. government for contract violations and other unlawful activities. In addition,\nworking with the U.S. government requires disclosure of certain company information, and mandatory labor, non-discrimination, and\nenvironmental compliance, among many other requirements. These aspects of the U.S. government regulation of contracts increase the\noverhead costs associated with contract compliance and add additional risks in conducting these transactions, while the limited fee structure\nallowed may limit profit under these contracts.

International space law dictates that all commercial\nactivities in space must obtain the authorization and ongoing supervision of a state, which typically takes the form of a license, and\nall U.S. space companies are therefore subject to U.S. space policies and regulations. The licenses, approvals, and legality of these\nactivities will vary with customers and applications and evolve over time as political bodies and other stakeholders influence the space\nlaw framework. The legal framework of each new contract involving activities in space needs to be individually evaluated. Significant\nongoing regulations in this context include the protection and oversight of any transfer of hardware or technology to foreign entities,\nas governed by the International Traffic and Arms Regulations (ITAR) or the U.S. Department of Commerce. U.S. space companies are responsible\nfor ensuring that foreign persons or entities do not have access to applicable technology under ITAR without obtaining an approved government\nlicense. ITAR compliance requires registration with the Directorate of Defense Trade Controls (DDTC), followed by generation and submission\nof ITAR-compliant export licenses. Protection of data subject to ITAR requires employee training and cybersecurity measures. The Company\nbelieves these efforts can collectively cost tens of thousands of dollars in fees and personnel costs, but has not incurred any material\ncosts related to ITAR registration to date. For technology not subject to ITAR, shipment or transfer of space technology to foreign entities\nmust obtain a license under the U.S. Department of Commerce. Significant resources can be required to assess and manage these processes\nto avoid civil or criminal liability. Obligations required under these regulations include registration with the Directorate of Defense\nTrade Controls (DDTC) and familiarization with the classification of commodities according to Export Administration Regulations (EAR).\nOngoing monitoring of changes in export control laws is an important activity that must be maintained to ensure compliance. Additional\nobligations include the acknowledgment and proper management of customer-supplied technology or information subject to ITAR or EAR.

Employees

As of October 16, 2026, we had approximately\n12 employees, 10 of whom were hourly ranging from full to part time, and an additional three personnel under consultant agreements.\nMost of our full-time employees are highly trained, primarily in the areas of mechanical, structural, and systems engineering and thermal\nanalysis. We are not party to any collective bargaining agreements. Our employees are critical to our long-term success and essential\nto helping us meet our goals. It is crucial that we continue to attract, retain and motivate exceptional and high-performing employees.\nTo that end, we provide competitive salaries, paid time off, compensatory time and employee stock options.

Litigation

On August 19, 2026, the Company filed an action in\nthe Circuit Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida against Joseph T. Pitman, a former co-founder\nand stockholder of the Company, and ClearTrust, LLC, the Company's transfer agent, concerning the applicability of certain contractual\nrestrictions to shares of the Company's common stock held by Mr. Pitman. The Company seeks declaratory and injunctive relief concerning\nthe transfer of those shares and removal of the restrictive legend applicable to them. On September 3, 2026, the court granted the Company's\nmotion for a temporary injunction, prohibiting Mr. Pitman from transferring the shares and prohibiting ClearTrust, LLC from removing the\nrestrictive legend or facilitating a transfer, pending further order of the court. The action remains pending, and its ultimate outcome\ncannot presently be determined.

Property

The Company leases its current manufacturing and\noffice facility, located at 2448 Sixth Street, Berkeley, CA 94710. The leased square footage is 20,000 square feet, for $38,192 per month\nplus expenses. The lease commenced on June 1, 2022 and has an initial term of five years. The Company believes the facility is adequate\nfor its current operations.

MANAGEMENT

Directors and Executive Officers

The following table sets forth the names, ages,\nand positions of our directors and executive officers as of the date of this prospectus:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Age	Position	Director Since
Edward M. Cabrera	66	Chief Executive Officer and Chairman of the Board	January 2026
Mark Knauf	61	Chief Financial Officer	N/A
Gregory T. Delory	58	Chief Technology Officer and Director	January 2024
Bruce T. Campbell	69	Director, Chair of Compensation Committee	January 2026
Mario Noel Martinez	68	Director, Chair of Audit Committee	January 2026
Vikas “Vik” Parti	47	Director, Chair of Intellectual Property Committee	January 2026

Former directors, Paul S. Turin, Chief Engineer,\nand Stuart D. Bale, Chief Scientist, each resigned from the Board of Directors effective March 17, 2026. Their resignations were voluntary\nand were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.\nMr. Turin and Mr. Bale each remain employed by the Company in their respective technical roles.

Biographical Information

Edward M. Cabrera, Chief Executive Officer\nand Chairman of the Board

Mr. Cabrera, age 66, has served as the Company’s\nPresident, Chief Executive Officer, and Chairman of the Board of Directors since January 2026. Prior to Helio, Mr. Cabrera worked as a\nManaging Director of Investment Banking for Network 1 Financial Securities for seven (7) years. Mr. Cabrera brings approximately 40 years\nof experience on Wall Street working as an investment banker and portfolio analyst with such firms as Merrill Lynch and UBS/PaineWebber.\nHe has been recognized as a top-ranked analyst by Institutional Investor magazine and the Greenwich Associates Survey. Prior to his Wall\nStreet career, Mr. Cabrera graduated with an M.B.A. from Harvard Business School, having previously worked at General Electric in the\nArmament Division and in the Jet Propulsion Department of Eastern Airlines. Mr. Cabrera holds a Bachelor of Science in Engineering from\nthe University of Florida. Mr. Cabrera also acts in the capacity of a registered representative of Network 1 Financial Securities,\nInc., a registered broker-dealer with the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority, Inc.\n(“FINRA”). Pursuant to FINRA Rule 3280, Mr. Cabrera is required to disclose his continued affiliation with Network 1\nFinancial Securities, Inc. as a registered representative in connection with this offering. Network 1 Financial Securities, Inc. is not\nreceiving any compensation in connection with this offering and has no agreement with Helio Corporation with respect to this offering.

Mark Knauf, Chief Financial Officer

Mr. Knauf, age 61, has served as the Company’s\nChief Financial Officer since January 19, 2026. Mr. Knauf is a Certified Public Accountant with over 32 years of experience in business\naccounting, tax accounting, and economic consulting. Since January 2000, Mr. Knauf has served as President of Mark H. Knauf, P.A., and\nsince May 2003 as Managing Director of Englewood Property Holdings, LLC, which owns and manages raw land and residential and commercial\nreal estate properties. From June 1993 to September 1995, Mr. Knauf served as Chief Financial Officer of Amscot Financial, Inc. Mr. Knauf\nholds an accounting degree from the Fisher School of Accounting at the University of Florida.

Gregory T. Delory, Chief Technology Officer\nand Director

Dr. Delory, age 58, has served as a member of the\nCompany’s Board of Directors since January 2024 and as the Company’s Chief Technology Officer since January 2026. He previously\nserved as the Company’s President and Chief Executive Officer from July 2018 through January 2026. Dr. Delory has nearly 30 years\nof experience as a space scientist, co-investigator, project scientist, and manager on space flight programs in university, NASA, aerospace,\nand startup company environments. He has worked on space instrument development, requirements, mission design, and data production from\nnumerous NASA space flight projects, including orbiters for the Earth, Moon, and Mars as well as planetary landers. Dr. Delory received\na Ph.D. in Physics from the University of California, Berkeley, and was a recipient of the F.L. Scarf Award for outstanding graduate thesis.\nHe is a co-founder of Heliospace Corporation.

Bruce T. Campbell, Director

Mr. Campbell, age 69, has served as a member of the\nCompany’s Board of Directors and as Chair of the Compensation Committee since January 2026. Mr Campbell has been retired from FedEx\nCorporation since October 9, 2022 after serving as an airline captain for 30 years. Mr. Campbell brings more than four decades of experience\nin engineering, global aviation operations, advanced aircraft development, and technical consulting. He began his career as a petroleum\nengineer focused on reservoir engineering, enhanced oil recovery, and project economic analysis. Mr. Campbell is a retired FedEx Captain\nwith a 30-year career working in the United States and abroad, providing leadership in complex, high-consequence operational environments.\nHe holds a B.A. in Geology with a minor in Chemistry from the University of Northern Colorado and a Master’s degree in Petroleum\nEngineering from the New Mexico Institute of Mining and Technology. He also holds multiple aircraft type and flight instructor ratings.

Mario Noel Martinez, Director

Mr. Martinez, age 68, has served as a member of the\nCompany’s Board of Directors and as Chair of the Audit Committee since January 2026. Mr. Martinez brings more than 40 years of senior-level\nexperience in finance and accounting. He has been an independent business financial consultant for the past 15 years, following 25 years\nin global manufacturing roles with United Technologies, Lear, and General Electric. He previously served as Chief Financial Officer of\nIFAB Company and Rexnord Queretaro. Mr. Martinez holds a degree in Accounting from the University of Texas–Pan American. The Board\nhas determined that Mr. Martinez qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation\nS-K.

Vikas “Vik” Parti, Director

Mr. Parti, age 47, has served as a member of the Company’s Board\nof Directors and as Chair of the Intellectual Property Committee since January 2026. Mr. Parti is a Registered Patent Attorney with extensive\nexperience in intellectual property strategy, patent preparation and prosecution, and litigation-ready claim analysis before the U.S.\nPatent and Trademark Office, where he has been registered to practice since 2009. He brings deep expertise in developing and managing\npatent portfolios for technology-driven companies, with a particular focus on aligning intellectual property protection with engineering\ndevelopment, commercialization strategies, and long-term business objectives. His background includes advising on patent strategy, freedom-to-operate\nconsiderations, and the protection of proprietary technologies and trade secrets. Mr. Parti holds a Juris Doctor from Western Michigan\nUniversity Cooley Law School and a Bachelor of Science in Computer Science from Webster University.

Corporate Governance

Board Leadership

The Board is currently chaired by Edward M. Cabrera,\nwho also serves as our Chief Executive Officer.

Director Independence

The Company is not currently listed on a national\nsecurities exchange and, as a result, is not subject to the director independence requirements of any such exchange.

The Nasdaq Marketplace Rules require a majority\nof a listed company’s Board of Directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq\nMarketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating\nand corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under\nthe Exchange Act.

Under Rule 5605(a)(2) of the Nasdaq\nMarketplace Rules, a director will only qualify as an “independent director” if, in the opinion of our Board of Directors,\nthat person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities\nof a director. In order to be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit\ncommittee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or\nany other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company\nor any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

Our\nBoard of Directors has reviewed the composition of our Board of Directors and its committees and the independence of each director. Based\nupon information requested from and provided by each director concerning his background, employment and affiliations, including family\nrelationships, the Board has determined that Bruce T. Campbell, Vikas Parti, and Mario Noel Martinez each qualify as independent\ndirectors as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules.

Board Committees

Audit Committee. The Audit Committee\nconsists of Mario Noel Martinez (Chair), Bruce T. Campbell, and Vikas Parti. Each member of the Audit Committee qualifies as an independent\ndirector under the corporate governance standards of the Nasdaq Capital Market and the independence requirements of Rule 10A-3 of the\nExchange Act. The Board has determined that Mario Noel Martinez qualifies as an “audit committee financial expert” as\ndefined in Item 407(d)(5) of Regulation S-K.

The Audit Committee’s duties are to recommend\nto our board of directors the engagement of independent auditors to audit our financial statements and to review its accounting and auditing\nprinciples. The Audit Committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed\nby the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal\ncontrols. The Audit Committee will at all times be composed exclusively of directors who are, in the opinion of our board of directors,\nfree from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding\nof financial statements and generally accepted accounting principles. The Board will adopt a written charter for the Audit Committee prior\nto the effective date of this registration statement.

Compensation Committee. The Compensation\nCommittee consists of Bruce T. Campbell (Chair), Mario Noel Martinez, and Vikas Parti. The Compensation Committee is responsible for oversight\nof executive and director compensation, incentive compensation plans, and executive succession planning. The Board will adopt a written\ncharter for the Compensation Committee prior to the effective date of this registration statement.

Intellectual Property Committee. The\nIntellectual Property Committee consists of Vikas Parti, Chair. The Committee oversees the Company’s intellectual property strategy, including\npatent portfolio development, prosecution, and protection of proprietary technologies.

Code of Ethics and Insider Trading Policy

Our Board of Directors has adopted a Code of Ethics and Business Conduct,\neffective June 1, 2026, applicable to all of our directors, officers and employees, including our principal executive officer, principal\nfinancial officer and principal accounting officer, which is intended to serve as our code of ethics for purposes of Item 406 of Regulation\nS-K and our code of conduct for purposes of Nasdaq Rule 5610. Our Board of Directors has also adopted an Insider Trading Policy, effective\nOctober 16, 2026, which applies to our directors, officers and employees and certain related persons and entities, prohibits trading while\naware of material nonpublic information, requires pre-clearance of trades by our Chief Executive Officer, and prohibits short sales, hedging\nand derivative transactions, margin accounts and pledges involving our securities. The Code of Ethics and the Insider Trading Policy are\nfiled as Exhibits 14.1 and 99.1, respectively, to the registration statement of which this prospectus forms a part, and the Code of Ethics\nwill be posted on our website at https://helio.space/. Any amendments to the Code of Ethics or waivers of its requirements will be disclosed\nin accordance with applicable SEC and Nasdaq rules.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information concerning\nthe compensation earned during the fiscal years ended October 31, 2025 and 2024 by the Company’s named executive officers. Gregory\nT. Delory served as the Company’s Chief Executive Officer from inception through fiscal year 2025. Subsequent to fiscal year end,\neffective January 5, 2026, the Company appointed Edward Cabrera as Chief Executive Officer, and Mr. Delory transitioned to the role of\nChief Technology Officer. Compensation for Mr. Cabrera is not reflected in the table below, as he did not serve as a named executive officer\nduring fiscal years 2025 or 2024.

Summary Compensation Table

Name\n and Principal Position	Fiscal \n Year Ended	Salary \n ($)		Bonus \n ($)		Option \n Awards ($)	Non-equity \n Incentive Compensation ($)	Non-Qualified \n Deferred Compensation Earnings ($)		All\n Other Compensation ($)		Total \n ($)
Gregory T. Delory,	2025	$	176,875		–		–		–		–		$	2,984	⁽²⁾	$	178,859
CEO and\n Director⁽¹⁾	2024	$	274,144		–		–		–		–		$	4,476	⁽²⁾	$	278,620

Stuart\n D. Bale,⁽³⁾	2025	$	–		–		–		–		–			–		$	–
Chief Scientist

Paul S. Turin,	2025	$	67,428		–		–		–		–		$	2,984	⁽¹⁾	$	70,412
Chief Engineer\n and Director	2024	$	202,051		–		–		–		–		$	4,476	⁽¹⁾	$	206,527

Joseph T. Pitman⁽⁴⁾	2025	$	228,840		–		–		–		–			–		$	228,840
Former\n CTO and Director	2024	$	374,000		–		–		–		–			–		$	374,000

\n\n\n\n\n\n\n

(1)	Mr. Delory served as the Company’s Chief Executive Officer from inception through fiscal year 2025.\nEffective January 5, 2026, Mr. Delory transitioned to the role of Chief Technology Officer and remains a member of the Company’s\nBoard of Directors.
(2)	Health plan stipend.
(3)	Appointed by the Board on July 24, 2025.
(4)	Resigned on July 24, 2025.

Emerging Growth Company Status

As an emerging growth company, we are currently\nexempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive\ncompensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the\nannual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010,\nwhich is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Employment Agreements

As of October 31, 2025, the Company did not have\nany written employment agreements with its executive officers or directors.

Subsequent to fiscal year end, the Company entered\ninto employment agreements with Edward Cabrera, in connection with his appointment as Chief Executive Officer, and Mark Knauf, in connection\nwith his appointment as Chief Financial Officer.

On December 2, 2025, the Company entered into exchange\nagreements with Gregory T. Delory (then serving as Chief Executive Officer) and Paul S. Turin (Chief Engineer), pursuant to which those\nofficers exchanged an aggregate of $969,054 in outstanding principal and $88,712 in accrued interest under related party promissory notes\nfor 1,479,692 shares of the Company’s common stock, valued at approximately $1,701,646 (or approximately $1.15 per share), resulting\nin a non-cash loss on debt extinguishment of $643,880. These transactions are described further under “Certain Relationships and Related Party Transactions.” In addition, on January 5, 2026, the Company entered into an employment agreement with Edward\nW. Cabrera as Manager of Investor Relations, as described below.

Employment Agreement with Edward Cabrera\n(Chief Executive Officer)

In January 2026, the Company entered into an employment\nagreement with Edward Cabrera, pursuant to which Mr. Cabrera was appointed Chief Executive Officer and Chairman of the Board. The agreement\nhas an initial term of one year and automatically renews for successive one-year terms unless terminated in accordance with its terms.

Under the agreement, the Company issued Mr. Cabrera\n600,000 shares of the Company’s common stock upon execution of the agreement, with a grant date fair value of $1,349,700 (approximately\n$2.25 per share based on the closing price of our common stock on the date of grant). Mr. Cabrera is entitled to receive a nominal annual\nsalary of $1, with any future cash compensation subject to determination by the Company’s Board of Directors based on performance\nor other criteria.

The agreement provides that Mr. Cabrera may be\nterminated for cause, resigned voluntarily, or terminated without cause, in each case subject to the terms of the agreement. In the event\nof a termination without cause, constructive termination, termination by mutual agreement, death, or disability, Mr. Cabrera may be entitled\nto continued compensation and benefits for a specified period following termination. The specific terms of any such entitlement are as\nset forth in the agreement.

Employment Agreement with Edward W. Cabrera\n(Manager of Investor Relations)

On January 5, 2026, the Company entered into an employment agreement with\nEdward W. Cabrera, pursuant to which he serves as the Company’s Manager of Investor Relations. In connection with the agreement,\nthe Company issued 250,000 shares of the Company’s common stock as compensation for services, with a grant date fair value of $562,375\n(approximately $2.25 per share based on the closing price of our common stock on the date of grant). The employment agreement and share\nissuance were approved by the Company’s Board of Directors. Mr. Cabrera is the son of Edward Cabrera, the Company’s Chief\nExecutive Officer and Chairman of the Board. See “Certain Relationships and Related Party Transactions.”

Employment Agreement with Mark Knauf (Chief\nFinancial Officer)

In January 2026, the Company entered into an employment\nagreement with Mark Knauf, pursuant to which Mr. Knauf was appointed Chief Financial Officer. The agreement has an initial term of one\nyear and automatically renews for successive one-year terms unless terminated in accordance with its terms.

Under the agreement, Mr. Knauf is eligible to\nreceive 20,000 shares of the Company’s common stock, vesting quarterly over a one-year period, subject to continued service. In addition,\nupon the Company raising an aggregate of $10 million in financing (including from this offering and other sources), Mr. Knauf will be\nentitled to receive a monthly salary of $10,000, with any future adjustments determined by the Company’s Board of Directors. Investors\nshould note that if the net proceeds from this offering, combined with prior and concurrent financing activities, equal or exceed $10\nmillion in the aggregate, Mr. Knauf’s cash salary entitlement will be triggered and will become a recurring cash operating expense of\nthe Company.

Retirement Benefits

We do not have a defined benefit pension plan\nor nonqualified deferred compensation plan. Heliospace provided a retirement plan through July 2025 intended to provide benefits under\nSection 401(k) of the Code (as defined below), pursuant to which employees, including the Named Executive Officers, can make\nor have made voluntary pre-tax contributions. Heliospace provided matching contributions to all eligible employees, including our Named\nExecutive Officers. All contributions under the plan are subject to certain annual dollar limitations, which are periodically adjusted\nfor changes in the cost of living. Heliospace intends to restart a retirement plan in Q2 of 2026 as the company scales in both personnel\nand revenue.

Director Compensation Arrangements

The Company did not have any non-employee directors\nduring the fiscal year ended October 31, 2025, and no compensation was paid to any director for service on the Board during that fiscal\nyear.

Subsequent to fiscal year end, the Company entered\ninto Board of Directors agreements with its independent directors. On January 21, 2026, the Company entered into a Board of Directors\nagreement with Vikas “Vik” Parti, and on January 26, 2026, the Company entered into Board of Directors agreements with Mario\nMartinez and Bruce T. Campbell. Under these agreements, each independent director is eligible to receive equity compensation with an annual\ngrant value of $100,000, payable in quarterly installments in the form of restricted stock units, subject to approval under the Company’s\nequity incentive plan, as well as reimbursement of reasonable expenses incurred in connection with service on the Board.

Potential Payments Upon Termination or Change\nin Control

None.

Equity Incentive Plans

2018 Heliospace Corporation Equity Incentive\nPlan

The 2018 Equity Incentive Plan (the “2018\nPlan”) was originally adopted by Heliospace Corporation’s Board of Directors and approved by its stockholders on July 1,\n2018, and was assumed by Helio Corporation as the Company’s equity incentive plan in connection with the Business Combination effective\nJanuary 3, 2024. The 2018 Plan was amended by the Company’s Board of Directors on December 17, 2023. The 2018 Plan has a stated termination\ndate of July 1, 2028; however, the Company adopted the 2025 Equity Incentive Plan (described below) as its active plan for new equity\ngrants on August 19, 2025. No new equity grants will be made under the 2018 Plan. All outstanding awards previously granted under the\n2018 Plan remain governed by the 2018 Plan and the applicable award agreements. As of the date of this prospectus, all outstanding options\nunder the 2018 Plan are fully vested; there are no unvested awards remaining under the 2018 Plan.

Share Reserve. The 2018 Plan authorized the\nissuance of up to 564,706 shares of Heliospace common stock (adjusted to 476,470 shares following the recapitalization in connection with\nthe Business Combination), in each case as adjusted to give effect to the 1-for-5 Reverse Stock Split, subject to adjustment for stock\nsplits, recapitalizations, and similar events. Shares subject to awards that expire, terminate, or are cancelled without being exercised\nrevert to the share reserve and become available for future issuance under the 2018 Plan.

Eligibility. Incentive Stock Options (ISOs)\nmay be granted only to employees. All other equity incentives - including Nonstatutory Stock Options (NSOs), Restricted Stock Awards,\nand Stock Appreciation Rights - may be granted to employees, officers, directors, and consultants.

Types of Awards. The 2018 Plan authorized\ngrants of (i) ISOs and NSOs, (ii) Restricted Stock Awards (including stock bonuses), and (iii) Stock Appreciation Rights.

Option Terms. Options have a maximum term\nof ten (10) years from the date of grant (five (5) years for ISOs granted to Ten Percent Stockholders). The exercise price per share may\nnot be less than 100% of fair market value on the date of grant (110% for ISOs granted to Ten Percent Stockholders). The exercise price\nmay be paid in cash, by delivery of previously owned shares, through a net exercise arrangement, by promissory note, or other lawful consideration\napproved by the Board. Vesting schedules are determined by the Board on a grant-by-grant basis. Upon termination of continuous service,\nvested options generally remain exercisable for three months (twelve months in the case of death or disability), subject to the earlier\nexpiration of the option term.

Vesting. The Company granted options under\nthe 2018 Plan with vesting over a period of four years with a one-year cliff, after which 25% of the award vests, followed by\n1/48^th per month thereafter. Certain options were granted outright with no vesting period.

Adjustments and Corporate Transactions.\nThe 2018 Plan provides for equitable adjustments to the share reserve and outstanding awards in the event of stock splits, dividends,\nrecapitalizations, and similar events. In connection with a Corporate Transaction (including a Change of Control), the Board may, among\nother actions, arrange for assumption or substitution of awards, accelerate vesting, or cancel awards in exchange for cash or other consideration.

Administration. The 2018 Plan is administered\nby the Board, which may delegate administration to a committee. All Board determinations under the 2018 Plan are final, binding, and conclusive.

Arbitration. Disputes relating to awards\nor the 2018 Plan are to be resolved through binding and confidential arbitration under the Commercial Arbitration Rules of the American\nArbitration Association in Denver, Colorado, with arbitration fees paid by the Company.

Governing Law. The 2018 Plan is governed\nby the laws of the State of Delaware.

Helio Corporation 2025 Equity Incentive Plan

On August 19, 2025, the Company adopted the Helio\nCorporation 2025 Equity Incentive Plan (the “2025 Plan”), which was also approved by the Company’s stockholders\non August 19, 2025. The 2025 Plan is intended to assist the Company in recruiting and retaining employees, officers, directors, and consultants,\nand to provide incentives tied to increases in the value of the Company’s equity. Unless terminated earlier by the Board, the 2025\nPlan will terminate on August 19, 2035, and no awards may be granted after that date.

Administration. The 2025 Plan is administered\nby the Company’s Board of Directors (the “Board”), unless and until the Board delegates administration to a committee\nof one or more Board members. Subject to the terms of the 2025 Plan, the administrator has broad discretion to determine eligible participants,\nthe type of award granted, the number of shares subject to awards, vesting schedules, exercise prices (if applicable), and other terms\nand conditions, and to interpret and administer the 2025 Plan and award agreements. The 2025 Plan permits certain actions that may be\ntreated as “repricing,” including reductions in option exercise prices and cancellation and replacement of options, subject\nto the consent of adversely affected optionholders and the other limitations set forth in the 2025 Plan.

Shares available for issuance. In connection\nwith the 1-for-5 Reverse Stock Split, the share reserve under the 2025 Plan was automatically adjusted from 2,250,000 shares to 450,000\nshares of the Company’s common stock. Effective August 4, 2026, the Board amended the 2025 Plan to further reduce the maximum number\nof shares of the Company’s common stock that may be issued pursuant to awards under the 2025 Plan to 300,000 shares (post-split),\nsubject to adjustment for stock splits, recapitalizations, and similar events, and to eliminate the automatic annual (“evergreen”)\nincrease to the share reserve. The share reserve under the 2025 Plan is not subject to any automatic, annual or other evergreen increase.\nShares generally return to the reserve if awards expire, terminate, are forfeited, or are repurchased by the Company in accordance with\nthe terms of the 2025 Plan.

Eligibility. Incentive stock options may\nbe granted only to employees. Other awards may be granted to employees, officers, directors, and consultants. The 2025 Plan also contains\nlimitations applicable to “ten percent stockholders,” including a higher minimum exercise price and a shorter maximum term\nfor incentive stock options.

Types of awards. The 2025 Plan authorizes\nthe grant of a variety of equity-based awards, including:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	·	Incentive stock options (ISOs) and nonstatutory\nqualified stock options (“NQSOs”);

	·	Restricted stock awards (including stock bonuses);

	·	Stock appreciation rights;

	·	Restricted stock units (settled in shares of\ncommon stock or cash, as determined under the award terms); and

	·	Performance awards payable in shares, cash, or\na combination thereof, based on performance goals established by the administrator.

Option terms. Options generally may not\nhave a term longer than 10 years from the grant date (or 5 years for incentive stock options granted to ten percent stockholders). The\nexercise price per share generally may not be less than 100% of fair market value on the grant date (or 110% for incentive stock options\ngranted to ten percent stockholders). The 2025 Plan permits several methods of paying the exercise price, including cash, delivery of\npreviously owned shares (subject to holding period requirements in certain cases), deferred payment arrangements (subject to limitations),\n“net exercise” arrangements, promissory notes with full recourse, or other lawful consideration acceptable to the Board. Options\ntypically terminate following cessation of service, subject to post-termination exercise periods that vary based on the reason for termination\n(including death or disability) and the terms of the applicable award agreement.

Restricted stock and other awards. Restricted\nstock awards may be subject to vesting conditions and may include Company repurchase rights with respect to unvested shares, subject to\nlimitations under the 2025 Plan. Restricted stock units represent the right to receive one share of common stock (or the value thereof\nin cash) upon vesting and settlement. Stock appreciation rights provide the right to receive the appreciation in the Company’s common\nstock (in shares, cash, or a combination), as determined by the administrator.

Adjustments and corporate transactions.\nThe 2025 Plan provides for equitable adjustments to the share reserve and outstanding awards in the event of stock splits, dividends,\nrecapitalizations and similar events. In connection with a corporate transaction (including a change of control), the administrator may\ntake a variety of actions with respect to outstanding awards, including assumption or substitution of awards, acceleration of vesting\nor exercisability, cancellation in exchange for cash or other consideration (which may be zero in certain circumstances), and other actions\npermitted by the 2025 Plan.

Withholding and other provisions. Award\nagreements generally require participants to satisfy applicable tax withholding obligations, including through share withholding, cash\npayment, or other permitted methods. The 2025 Plan includes provisions intended to support compliance with Section 409A of the Internal\nRevenue Code and provides that awards are subject to any clawback or recoupment policies adopted by the Company and applicable law, including\nExchange Act Rule 10D-1 requirements and any applicable listing standards. The 2025 Plan is governed by Florida law.

Arbitration. The 2025 Plan provides that\ndisputes relating to awards or the 2025 Plan are to be resolved through binding and confidential arbitration under the Commercial Arbitration\nRules of the American Arbitration Association in Berkeley, California, with arbitration fees paid by the Company, and permits the arbitrator\nto award attorneys’ fees and costs to the prevailing party.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN\nSECURITYHOLDERS

The following table sets forth information as to the\nshares of common stock beneficially owned as of October 16, 2026 by (i) each person known to us to be the beneficial owner of more\nthan 5% of our common stock; (ii) each director; (iii) each executive officer; and (iv) all of our directors, director nominees, and executive\nofficers as a group. Unless otherwise indicated in the footnotes following the table, the persons as to whom the information is given\nhad sole voting and investment power over the shares of common stock shown as beneficially owned by them and the address of each director\nand executive officer listed on the table is c/o Helio Corporation, 2448 Sixth Street, Berkeley, CA 94710. The address of each beneficial\nowner who is not a director or executive officer is set forth in the footnotes to the table. Beneficial ownership is determined in accordance\nwith Rule 13d-3 under the Exchange Act, which generally means that any shares of common stock subject to options currently exercisable\nor exercisable within 60 days of the determination date are considered to be beneficially owned, including for the purpose of computing\nthe percentage ownership of the person holding such options, but are not considered outstanding when computing the percentage ownership\nof each other person.

Name and Address of Beneficial Owner	Number of \n Shares \n Beneficially \n Owned⁽¹⁾		Pre-Offering \n Percent of \n Class (%)⁽²⁾		Post-Offering \n Percent of \n Class (%)⁽³⁾
Edward Cabrera, Chief Executive Officer and Chairman		763,837		14.24%		10.371%
Mark Knauf, Chief Financial Officer ⁽⁴⁾		10,000		0.19%		0.14%
Gregory T. Delory, Chief Technology Officer and Director		1,104,556		20.95%		15%
Stuart D. Bale		153,044		2.85%		2.078%
Bruce Campbell, Director ⁽⁴⁾		10,000		0.19%		0.14%
Mario Noel Martinez, Director ⁽⁴⁾⁽⁵⁾		10,000		0.19%		0.14%
Vikas Parti, Director ⁽⁴⁾		10,000		0.19%		0.14%
Paul S. Turin, Chief Engineer (former Director)		1,546,048		28.82%		20.99%
Total of Officers, Directors and Director Nominees as a Group (8 persons)		3,607,485		67.24%		48.98%

*5%+ Stockholder*
Joseph T. Pitman \n 1849 Barcelona \n Pismo Beach, CA 93449-3330		424,813		7.92%		5.77%

* <1%

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(1)	All shares owned by the officers, directors, director nominees, and persons known to be the beneficial owner of more than 5% of the Company common stock are owned outright and none are acquirable upon exercise or conversion of outstanding warrants, options, notes, or other derivative securities.
	(2)	Based on 5,365,008 shares of common stock issued and outstanding as\n of October 16, 2026 (giving effect to the 1-for-5 Reverse Stock Split). All share counts give effect to the 1-for-5 Reverse Stock\n Split and are stated on a post-split basis; ownership percentages are unaffected by the Reverse Stock Split.
	(3)	Based on 7,365,008 shares of common stock issued and outstanding immediately\n after the completion of this offering, assuming the sale of 2,000,000 shares in this offering at an assumed public offering price\n of $4.50 per share, the midpoint of the estimated offering price range, and no exercise of the underwriters’ over-allotment\n option. All share counts and percentages are stated on a post-split basis, giving effect to the 1-for-5 Reverse Stock Split.
	(4)	Right to acquire up to $100k of Restricted Stock Units (RSUs) vesting at $25k per quarter.
	(5)	Shares are held of record by MNM CONSULTING LLC, an entity controlled by Mr. Martinez. Mr. Martinez may be deemed to beneficially own the shares held by MNM CONSULTING LLC by virtue of his control over such entity. Mr. Martinez disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Since the beginning of our last fiscal year, other\nthan compensation arrangements, the following is a description of transactions to which we were a participant or will be a participant\nto, in which:

\n\n\n\n\n

	·	the amounts involved exceeded or will exceed\nthe lesser of 1% of our total assets or $120,000; and

	·	any of our directors, executive officers or holders\nof more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect\nmaterial interest.

Related Party Loans

Between April 2022 and October 2024, Paul\nS. Turin, stockholder and former director, made various loans to the Company. Pursuant to the Exchange Agreement with Mr. Turin dated\nDecember 2, 2025, promissory notes held by Mr. Turin in an aggregate outstanding amount of $742,577, consisting of $680,773 in principal\nand $61,804 in accrued and payable interest, were cancelled in exchange for 1,038,780 shares of the Company’s common stock (conversion\nprice $0.714855 per share, representing the 20-day VWAP). Following the December 2, 2025 exchange, no principal or accrued interest remains\noutstanding under any of the promissory notes previously held by Mr. Turin.

On March 1, 2024, the Company issued a promissory\nnote in the principal amount of $50,000 to Gregory T. Delory, the Company’s then Chief Executive Officer (now Chief Technology Officer).\nThe note bore interest at an annual rate of 10.66%. Pursuant to the Exchange Agreement with Mr. Delory dated December 2, 2025, this note\n(along with the February 14, 2025 note described below) was included in the aggregate amount of $315,188 in notes cancelled in exchange\nfor 440,912 shares of the Company’s common stock. No principal or accrued interest remains outstanding under this note following\nthe December 2, 2025 exchange.

On February 3, 2025, the Company issued a promissory\nnote in the principal amount of $185,000 to Paul S. Turin, the Company’s Chief Engineer and then a member of the Board of Directors.\nThe note bore interest at a rate of 9.75% per annum. Pursuant to the Exchange Agreement with Mr. Turin dated December 2, 2025, this note\nwas included in the aggregate amount of $742,577 in notes cancelled in exchange for 1,038,780 shares of the Company’s common stock.\nNo principal or accrued interest remains outstanding under this note following the December 2, 2025 exchange.

On February 14, 2025, the Company issued a promissory\nnote in the principal amount of $200,000 to Gregory T. Delory, the Company’s then Chief Executive Officer (now Chief Technology\nOfficer). The note bore interest at a rate of 9.75% per annum. Pursuant to the Exchange Agreement with Mr. Delory dated December 2, 2025,\nthis note was included in the aggregate amount of $315,188 in notes cancelled in exchange for 440,912 shares of the Company’s common\nstock. No principal or accrued interest remains outstanding under this note following the December 2, 2025 exchange.

Related Party Transactions with Organizer

James S. Byrd incorporated the Company as Stirling\nBridge Group, Inc. in October 2022 (renamed Web3 Corporation in May 2023) and served as its Chief Executive Officer until the closing\nof the Business Combination between Web3 Corporation and Heliospace Corporation in January 2024. Since that time, Mr. Byrd has not held\nany management or executive role with the Company and provides legal services solely in his capacity as external counsel.

In connection with its incorporation, the Company\nissued an aggregate of 400,000 shares of common stock (the “Founder Shares”) to Blue Ridge Capital, LLC, a limited\nliability company wholly owned by James S. Byrd (“Blue Ridge Capital”), for an aggregate purchase price of $125. In\nJanuary 2024, in connection with the Business Combination between Web3 Corporation and Heliospace Corporation, the Company repurchased\n312,000 of the Founder Shares from Blue Ridge Capital for an aggregate cash consideration of $130,000. The terms of the repurchase were\nnegotiated in connection with the Business Combination.

Prior to the Business Combination, Web3 Corporation\npaid approximately $53,000 in legal fees to firms affiliated with Mr. Byrd. Since the Business Combination, Helio Corporation has paid\napproximately $145,000 to one or more law firms affiliated with Mr. Byrd, and currently pays Byrd Law Group a monthly retainer of $15,000\nfor legal services rendered. All such transactions were approved by the Board in accordance with its related party transaction policy.\nSee “Legal Matters” for additional information regarding Byrd Law Group.

On March 18, 2024, the Company issued a convertible\npromissory note in the principal amount of $250,000 to BlackWolf Venture Group, LLC (“BlackWolf”), a limited liability\ncompany of which Mr. Byrd was a member, bearing interest at a rate of 9.75% per annum and maturing 24 months from the issuance date. On\nJune 20, 2024, the note was amended and restated (the “Amended and Restated BlackWolf Note”) to increase the principal\namount to $500,000, maintain the same interest rate, and extend the maturity to 24 months from the date of amendment. In connection with\nMr. Byrd’s withdrawal from BlackWolf on October 7, 2024, $50,000 of the outstanding principal, plus accrued interest, was assigned\nto Mr. Byrd. On October 31, 2024, the Company and Mr. Byrd amended his assigned portion to extend the maturity and eliminate the conversion\nfeature. On April 25, 2025, the maturity was further extended. In September 2025, the Company entered into a loan extension agreement\nextending the maturity through December 31, 2025, with interest accruing at 18% per annum deemed to have commenced on July 1, 2025 if\nscheduled payments were not made. On February 7, 2026, the Company received a formal notice of default and demand for payment from the\nholder of the Byrd-assigned portion. As of February 13, 2026, the total outstanding, including accrued and penalty interest, was approximately\n$61,877. On March 23, 2026, the Company and the holder agreed to a payment plan providing for monthly payments of $5,000 beginning April\n1, 2026 until the note is paid in full; during the nine months ended July 31, 2026, the Company repaid $20,000 of principal, and as of\nJuly 31, 2026, the outstanding principal balance was $30,000 and the holder was no longer considered a related party. As of the date of\nthis prospectus, the Byrd-assigned note has been resolved and is now current. As of October 31, 2025, the outstanding balance of the $450,000\nportion of the Amended and Restated BlackWolf Note retained by BlackWolf was approximately $505,623, consisting of $450,000 in principal\nand $55,623 in accrued and unpaid interest.

On April 16, 2025, we issued a promissory note in\nthe principal amount of $150,000 to Indicia Capital, LLC, an entity controlled by James S. Byrd, which bears interest at 9.75% per annum\nand matures on the earlier of (i) 180 days from the date of issuance or (ii) the date the Company receives at least $1,000,000 in new\nfinancing. In connection with the note, Greg Delory, our then Chief Executive Officer, transferred 3,000 shares of his personal holdings\nof our common stock to Indicia Capital as additional consideration. The transaction was approved by the Company’s Board of Directors\nin accordance with its policy for reviewing and approving related party transactions. In September 2025, the Company entered into a loan\nextension agreement pursuant to which scheduled installment payments were extended through December 31, 2025 and interest accrues at 18%\nper annum deemed to have commenced on July 1, 2025 if scheduled payments were not made. On February 7, 2026, the Company received a formal\nnotice of default and demand for payment from Indicia Capital. As of February 13, 2026, the total outstanding under the note, including\naccrued and penalty interest, was approximately $169,837. On March 23, 2026, the Company and the holder agreed to a payment plan providing\nfor monthly payments of $5,000 beginning April 1, 2026 until the note is paid in full. During the nine months ended July 31, 2026, the\nCompany repaid $20,000 of principal, and as of July 31, 2026, the outstanding principal balance of the note was $130,000. As of the date\nof this prospectus, the Indicia Capital note has been resolved and is current, and as of July 31, 2026 the holder was no longer considered\na related party of the Company.

Debt Exchange Transactions with Related\nParties

On December 2, 2025, the Company entered into\nexchange agreements with Gregory T. Delory, the Company’s then Chief Executive Officer and Chairman of the Board, and Paul S. Turin,\nthe Company’s Chief Engineer and a member of the Board of Directors (collectively, the “Exchange Agreements”).

Pursuant to the Exchange Agreement with Mr. Delory,\npromissory notes held by Mr. Delory in an aggregate outstanding amount of $315,188, consisting of $288,281 in principal and $26,908 in\naccrued and payable interest, were cancelled in exchange for 440,912 shares of the Company’s common stock.

Pursuant to the Exchange Agreement with Mr. Turin,\npromissory notes held by Mr. Turin in an aggregate outstanding amount of $742,577, consisting of $680,773 in principal and $61,804 in\naccrued and payable interest, were cancelled in exchange for 1,038,780 shares of the Company’s common stock.

The number of shares issued under the Exchange Agreements\nwas calculated using a conversion price of $0.714855 per share, representing the volume-weighted average price of the Company’s\ncommon stock for the twenty (20) trading days preceding the date of the Exchange Agreements, as reported by OTC Markets Group.

The Exchange Agreements were approved by the Company’s\nBoard of Directors. The Company believes that the terms of the exchanges were fair and reasonable and no less favorable to the Company\nthan could have been obtained from an unaffiliated third party under similar circumstances.

April 2026 Exchange Agreement with Gregory\nT. Delory

On April 22, 2026, the Company entered into a second\nExchange Agreement with Gregory T. Delory, the Company’s Chief Technology Officer and a member of the Board of Directors (the “April\n2026 Delory Exchange Agreement”). Prior to entering into the April 2026 Delory Exchange Agreement, the Company formalized $327,629\nin outstanding advances previously made by Mr. Delory to the Company as a zero-interest, on-demand promissory note dated April 22, 2026\n(the “April 2026 Delory Note”). The April 2026 Delory Note represents past advances previously made by Mr. Delory and\ndoes not represent new borrowings. The April 2026 Delory Note was immediately included in and cancelled pursuant to the April 2026 Delory\nExchange Agreement. Pursuant to the April 2026 Delory Exchange Agreement, the April 2026 Delory Note was cancelled in exchange for the\nissuance of 29,996 shares of the Company’s common stock. The conversion price of $10.9225 per share was calculated using the 20-day\nvolume-weighted average price (VWAP) of the Company’s common stock as reported by OTC Markets Group. The shares were issued on April\n28, 2026 in reliance on Section 3(a)(9) of the Securities Act, and constitute restricted and control securities under Rule 144. No commissions\nor other remuneration were paid in connection with the exchange. The April 2026 Delory Exchange Agreement was approved by the Company’s\nBoard of Directors.

Employment Agreement with Edward Cabrera\n(Chief Executive Officer)

In January 2026, the Company entered into an employment\nagreement with Edward Cabrera, pursuant to which Mr. Cabrera was appointed Chief Executive Officer and Chairman of the Board. Under the\nagreement, the Company issued Mr. Cabrera 600,000 shares of common stock upon execution of the agreement and agreed to pay him a nominal\nannual salary. The agreement has an initial term of one year and automatically renews for successive one-year terms unless terminated\nin accordance with its terms. The material terms of Mr. Cabrera’s compensation arrangements are described under “Executive\nCompensation—Employment Agreements.”

Employment Agreement with Investor Relations\nManager

On January 5, 2026, the Company entered into an\nemployment agreement with Edward W. Cabrera, pursuant to which Mr. Cabrera serves as the Company’s Investor Relations Manager. Mr.\nCabrera is the son of Edward Cabrera, the Company’s Chief Executive Officer.

Under the agreement, Mr. Cabrera is responsible\nfor managing the Company’s investor relations, public communications, and related outreach activities. As consideration for his\nservices, the Company agreed to issue Mr. Cabrera 250,000 shares of the Company’s common stock upon execution of the agreement.\nIn addition, upon the Company raising an aggregate of $10 million in financing, Mr. Cabrera will be entitled to receive a monthly salary\nof $15,000, and will be eligible to participate in the Company’s employee benefit plans. The agreement has an initial term of one\nyear and automatically renews for successive one-year terms unless terminated in accordance with its terms.

Indemnification of Officers and Directors

Our Bylaws include provisions that provide for\nindemnification, expense advancement, and reimbursement for our directors and officers, to the maximum extent allowable under Florida\nlaw. We have also entered into or will enter into prior to the effective date of the registration statement of which prospectus forms\na part into customary indemnification agreements with our officers or directors. We also currently maintain directors’ and officers’\ninsurance covering certain liabilities that may be incurred by directors and officers in the performance of their duties.

Policies and Procedures for the Review,\nApproval or Ratification of Related Person Transactions

On June 1, 2026, our Board approved a written\nPolicy and Procedures with Respect to Related Party Transactions (the “Related Party Transaction Policy”), which is filed\nas Exhibit 99.2 to the registration statement of which this prospectus forms a part. Prior to that date, the Company did not have a written\npolicy governing the review, approval or ratification of transactions with related persons, and the transactions described above that\nwere entered into prior to that date were not reviewed under the Related Party Transaction Policy.] [ALTERNATIVE B: The Company does not\ncurrently have a written policy governing the review, approval or ratification of transactions with related persons. The Company intends\nto adopt a written Related Party Transaction Policy, substantially in the form filed as Exhibit 99.2 to the registration statement of\nwhich this prospectus forms a part, prior to the effective date of this registration statement.]

Prior to the adoption of the Related Party Transaction\nPolicy, related person transactions were reviewed and approved by the Company’s Board of Directors, or by the Audit Committee Chair,\nas applicable, prior to entry into such transactions, or, if not approved in advance, were submitted for ratification. In reviewing and\napproving any related person transaction, the Board of Directors or the Audit Committee Chair considered the relevant facts and circumstances,\nincluding the nature of the related person’s interest in the transaction, the material terms of the transaction, the purpose of\nthe transaction, the availability of alternative arrangements with unrelated third parties, and whether the transaction was on terms that\nwere no less favorable to the Company than those that could be obtained in an arm’s-length transaction with an unrelated third party.

Any director or officer who had an interest in\na related person transaction was required to recuse himself or herself from the deliberations and approval of such transaction.

Under the Related Party Transaction Policy, a\n“Related Party Transaction” is any transaction, arrangement or relationship in which the Company is a participant, the amount\ninvolved exceeds $120,000, and a Related Party (including directors, director nominees, named executive officers, holders of more than\n5% of any class of our voting securities, their immediate family members and certain affiliated entities) has a direct or indirect material\ninterest, including the hiring of an immediate family member of a director, named executive officer or more than 5% beneficial owner.\nThe Related Party or the responsible business leader must give notice of a proposed transaction to our Chief Financial Officer, who determines\nwhether it is a Related Party Transaction. If so, the transaction is submitted to the Audit Committee or, where waiting for the next meeting\nis impracticable, to the Audit Committee Chair, who will consider the relevant facts and circumstances, including the benefits to the\nCompany, the impact on director independence, the availability of comparable products or services, and the terms available to unrelated\nthird parties or employees generally. Only transactions that are in, or are not inconsistent with, the best interests of the Company and\nits stockholders may be approved, and no member of the Audit Committee may participate in the review of a transaction in which he or she\nor an immediate family member is the Related Party. Transactions that were not previously approved are submitted for ratification, amendment,\ntermination or rescission. The policy also requires annual questionnaires and certifications from directors, director nominees and executive\nofficers.

DESCRIPTION OF SECURITIES

Common Stock

General. The holders of our Common Stock\ncurrently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our board\nof directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of Common Stock upon liquidation,\ndissolution or winding up of the affairs of the Company; (c) do not have preemptive, subscriptive, or conversion rights and there\nare no redemption or sinking fund provisions or rights applicable thereto; and (d) are entitled to one non-cumulative vote per\nshare on all matters on which shareholders may vote. Our Bylaws provide that, at all meetings of the shareholders for the election of\ndirectors, a plurality of the votes cast shall be sufficient to elect any director. On all other matters, except as otherwise required\nby Florida law or our Articles of Incorporation, as amended, a majority of the votes cast at a meeting of the shareholders shall be necessary\nto authorize any corporate action to be taken by vote of the shareholders at such meeting. Our Bylaws and the FBCA provide for written\naction by consent of the majority of the shareholders without a meeting.

Non-cumulative Voting. Holders of shares\nof our Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting\nfor the election of directors, can elect all of the directors to be elected, if they so choose and, in such event, the holders of the\nremaining shares will not be able to elect any of our directors.

Pre-emptive Rights. As of the date of this\nProspectus, no holder of any shares of our capital stock has pre-emptive or preferential rights to acquire or subscribe for any unissued\nshares of any class of our capital stock not otherwise disclosed herein.

Dilution and Senior Securities

Holders of our Common Stock are subject to significant dilution risk from outstanding convertible instruments\nand equity awards. As of the date of this prospectus, the following instruments are convertible into or exercisable for shares of our\nCommon Stock and could result in substantial dilution to investors purchasing shares in this offering: (i) outstanding convertible promissory\nnotes issued to CFI Capital LLC, GS Capital Partners, LLC, and Quick Capital, LLC in February 2026 for aggregate gross proceeds of approximately\n$760,272; (ii) 575,000 shares of Series A Convertible Preferred Stock convertible into shares of Common Stock at a variable conversion\nprice equal to 65% of the lowest trading price during the 10 trading days preceding conversion; (iii) 355,000 shares of Series B Convertible\nPreferred Stock convertible into shares of Common Stock at a conversion price to be determined in accordance with the Certificate of Designation;\n(iv) 200,000 shares of Series C Convertible Preferred Stock convertible into shares of Common Stock at a variable conversion price equal\nto 65% of the lowest trading price during the 10 trading days preceding conversion; (v) 250,000 shares of Series D Convertible Preferred\nStock convertible into shares of Common Stock; (vi) 89,168 stock options outstanding under the Company’s equity incentive plans\n(post-split); and (vii) the Representative Warrants to be issued in connection with this offering. The FirstFire Warrant (originally exercisable\nfor 66,000 shares) was exercised in full via cashless exercise on March 12, 2026, resulting in the issuance of 52,640 shares of Common\nStock, and no FirstFire Warrant remains outstanding. Additionally, the Series A, Series B and Series C Convertible Preferred Stock each\nhave a liquidation preference that is senior to the Common Stock upon any liquidation, dissolution, or winding up of the Company, although\neach of the Series C and Series D Preferred Stock ranks junior to the Company’s other outstanding preferred stock and to its indebtedness. See “Description of\nSecurities — Preferred Stock” and “Risk Factors — You may experience significant dilution\nfrom the conversion of outstanding convertible instruments” and “Dilution” for additional\ninformation.

Representative Warrants

In connection with and on the closing date of\nthis offering, we will issue to the Representative certain warrants (the “Representative Warrants”) to purchase up\nto 5% of the shares of our Common Stock sold in the offering, at an exercise price equal to 110% of the public offering price per share.\nThe Representative Warrants provide for a cashless exercise right, are non-exercisable for a period of six months following the closing\ndate of this offering, and expire five years after the closing date. The Representative Warrants shall not be redeemable. The Representative\nWarrants will contain provisions for one demand registration of the sale of the underlying shares of Common Stock at the Company’s expense,\nan additional demand registration at the warrant holders’ expense, and unlimited “piggyback” registration rights for a period\nof five years after the closing at the Company’s expense. The Representative Warrants and the underlying shares have been deemed compensation\nby FINRA and are therefore subject to FINRA Rule 5110(e)(1) lock-up restrictions for 180 days following the effective date of the registration\nstatement. See “Underwriting — Representative Warrants.”

FirstFire Warrant

In connection with the Securities Purchase Agreement\ndated January 14, 2026, the Company issued to FirstFire Global Opportunities Fund, LLC a warrant (the “FirstFire Warrant”)\nto purchase up to 66,000 shares of our common stock (subject to adjustment for anti-dilution events) at an exercise price of $2.50 per\nshare (subject to adjustment). The FirstFire Warrant had a five-year term and was exercisable immediately upon issuance. On March 12,\n2026, FirstFire exercised the FirstFire Warrant in full via cashless exercise, resulting in the issuance of 52,640 shares of our common\nstock. No FirstFire Warrant remains outstanding.

FirstFire Note

The FirstFire Note, in the original principal amount\nof $165,000, has been fully satisfied and cancelled. In connection with the Securities Purchase Agreement dated January 14, 2026, the\nCompany issued the FirstFire Note to FirstFire with a purchase price of $150,000 reflecting a $15,000 original issue discount. The FirstFire\nNote bore interest at 10% per annum and was scheduled to mature on January 14, 2027. On or about April 29, 2026, the Company fully satisfied\nthe FirstFire Note by (i) paying $150,000 in cash and (ii) issuing 20,000 shares of common stock at a conversion price of $2.50 per share.\nUpon such payment and issuance, the FirstFire Note was cancelled. These actions were not effected pursuant to any formal settlement agreement.\nAll obligations arising under the FirstFire Note, including the mandatory use of proceeds obligation under Section 1.10 and the prohibition\non Variable Rate Transactions, are extinguished. The FirstFire Repayment Shares were issued in reliance on Section 3(a)(9) of the Securities\nAct. The FirstFire Warrant was exercised in full via cashless exercise on March 12, 2026 prior to the satisfaction of the FirstFire Note.\nNo FirstFire Warrant remains outstanding.

Preferred Stock

General. Our board of directors has\nthe authority, without further action by the shareholders, to issue up to 20,000,000 shares of Preferred Stock in one or more series and\nto fix the designations, powers, preferences, privileges, and relative participating, optional, or special rights as well as the qualifications,\nlimitations, or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, and liquidation\npreferences, any or all of which may be greater than the rights of the Common Stock. Our board of directors, without shareholder approval,\nwill be able to issue convertible Preferred Stock with voting, conversion, or other rights that could adversely affect the voting power\nand other rights of the holders of Common Stock. Preferred Stock could be issued quickly with terms calculated to delay or prevent a change\nof control or make removal of management more difficult. Additionally, the issuance of Preferred Stock may have the effect of decreasing\nthe market price of our Common Stock and may adversely affect the voting and other rights of the holders of Common Stock.

Series A Preferred Stock. Pursuant to a Series\nA Preferred Stock Purchase Agreement dated April 17, 2026 and funded on or about May 5, 2026, the Company sold 175,000 shares of its designated\nSeries A Convertible Preferred Stock, par value $0.0001 per share, to Vanquish Fund, LLC for aggregate proceeds of $175,000 (stated value\nof $1.00 per share), pursuant to a Certificate of Designations filed with the Florida Department of State. The material terms of the Series\nA Preferred Stock are as follows: (i) stated value of $1.00 per share; (ii) ranks senior to Common Stock with respect to dividend rights\nand distributions upon liquidation, dissolution, or winding up; (iii) cumulative dividends at an annual rate of 10% of the stated value,\npayable upon redemption, liquidation, or conversion, increasing to 22% upon the occurrence of certain events of default; (iv) upon liquidation,\ndissolution, winding up, or a deemed liquidation event, holders are entitled to receive, prior to any distribution to holders of Common\nStock, an amount equal to the stated value plus accrued and unpaid dividends and any applicable adjustment amounts; (v) the Company may\nredeem the Series A Preferred Stock during specified redemption periods at amounts ranging from 110% to 123% of the stated value, and\nbeginning twelve months after issuance, or upon certain events of default, the Company may be required to redeem the outstanding shares\nfor cash; (vi) beginning 180 days after issuance, convertible into shares of Common Stock at a variable conversion price equal to 65%\nof the lowest trading price of the Common Stock during the ten trading days preceding the conversion date, subject to adjustment; (vii)\nsubject to a 4.99% beneficial ownership conversion limitation; and (viii) no voting rights except as required by law. The Company subsequently\nsold an additional 200,000 shares of Series A Convertible Preferred Stock for $200,000 on June 16, 2026 and 200,000 shares for $200,000\non July 16, 2026. As of the date of this prospectus, 575,000 shares of Series A Convertible Preferred Stock were issued and outstanding.

Series B Preferred Stock. On May 29, 2026,\nthe Company designated 177,500 shares of its authorized Preferred Stock as Series B Convertible Preferred Stock pursuant to a Certificate\nof Designations filed with the Florida Department of State, and sold those 177,500 shares to Efrat Investments LLC for an aggregate purchase\nprice of $159,750, reflecting a purchase price of $0.90 per share (a 10% original issue discount to the stated value of $1.00 per share).\nThe material terms of the Series B Preferred Stock are as follows: (i) stated value of $1.00 per share; (ii) convertible into shares of\nCommon Stock, subject to a 4.99% beneficial ownership conversion limitation; (iii) liquidation preference equal to the stated value per\nshare, payable prior to Common Stock; (iv) subject to a Most Favored Nation provision in favor of the holder; and (v) no voting rights\nexcept as required by law. On July 27, 2026, the Company sold an additional 177,500 shares of Series B Convertible Preferred Stock to\nSilverCrest Hybrid Capital LLC for an aggregate purchase price of $159,750 ($0.90 per share). As of the date of this prospectus, 355,000\nshares of Series B Convertible Preferred Stock were issued and outstanding.

Series C Preferred Stock. On June 19, 2026,\nthe Company designated 1,500,000 shares of its authorized Preferred Stock as Series C Convertible Preferred Stock pursuant to a Certificate\nof Designation filed with the Florida Department of State, and sold 200,000 shares of Series C Convertible Preferred Stock to Auctus Fund,\nLLC for an aggregate purchase price of $200,000 (a stated value of $1.00 per share). The material terms of the Series C Preferred Stock\nare as follows: (i) stated value of $1.00 per share; (ii) ranks senior to the Common Stock, and junior to the Company’s existing and outstanding\npreferred stock (including the Series A, Series B and Series D Preferred Stock) and to all existing and future indebtedness, with respect\nto dividends and distributions upon liquidation; (iii) cumulative dividends at an annual rate of 10% of the stated value, payable upon\nredemption, liquidation, or conversion, increasing to 22% upon the occurrence of certain events of default; (iv) beginning 180 days after\nissuance, convertible into shares of Common Stock at a variable conversion price equal to 65% of the lowest trading price of the Common\nStock during the ten trading days preceding the conversion date, subject to adjustment; (v) subject to a 4.99% beneficial ownership conversion\nlimitation that may not be waived; (vi) the Company may redeem the Series C Preferred Stock within 180 days after issuance at redemption\npremiums ranging from 115% to 125% of the stated value, and, on the earlier of twelve months after issuance or an event of default, may\nredeem the outstanding shares for cash; and (vii) no voting rights except as required by law and customary protective provisions in favor\nof the holders. As of the date of this prospectus, 200,000 shares of Series C Convertible Preferred Stock are issued and outstanding,\nand 1,500,000 shares are designated.

Series D Preferred Stock. On January 13, 2026,\nthe Company designated 250,000 shares of its authorized Preferred Stock as Series D Convertible Preferred Stock pursuant to a Certificate\nof Designations filed with the Florida Department of State. On that date, the Company issued 250,000 shares of Series D Convertible Preferred\nStock to an accredited investor pursuant to a Securities Purchase Agreement, in exchange for the cancellation of a $100,000 promissory\nnote previously held by such investor (conversion price of $0.40 per share). The transaction was made in reliance on the exemption from\nregistration provided by Rule 506(c) of Regulation D. The material terms of the Series D Preferred Stock are as follows: (i) par value\nof $0.0001 per share and a stated value of $0.40 per share; (ii) ranks senior to the Common Stock, and junior to the Company’s existing\nand outstanding preferred stock and to all existing and future indebtedness, with respect to dividends and distributions upon liquidation;\n(iii) cumulative annual dividend equal to 10% of the stated value, payable upon redemption, liquidation, or conversion; (iv) upon any\nliquidation, dissolution, winding up, or deemed liquidation event, holders are entitled to receive, prior to any distribution to holders\nof Common Stock, an amount equal to the stated value plus accrued and unpaid dividends and any applicable adjustment amounts; (v) beginning\n180 days after issuance, convertible into shares of Common Stock, subject to a beneficial ownership limitation; and (vi) classified as\npermanent equity. As of the date of this prospectus, 250,000 shares of Series D Convertible Preferred Stock are issued and outstanding.

Other Outstanding Convertible Instruments

In addition to the securities described above, the\nCompany has issued convertible promissory notes and other instruments that are convertible into shares of our common stock and could result\nin material dilution to investors in this offering. In February 2026, the Company issued convertible or promissory notes to CFI Capital\nLLC, GS Capital Partners, LLC, and Quick Capital, LLC for aggregate gross proceeds of approximately $760,272. These notes contain conversion,\nanti-dilution, and default provisions, and certain of these notes include variable rate conversion features. The outstanding principal\namount of, and number of shares issuable under, these convertible instruments has changed since issuance as a result of repayments, conversions,\nand additional financings; as of July 31, 2026, the Company had convertible notes payable outstanding in the aggregate principal amount\nof $522,222 and notes payable outstanding in the aggregate principal amount of $750,500. Conversion prices among the three\nnotes are as follows: 60% of the lowest trading price as reported by OTC Markets over the previous 20 trading days; 70% of the lowest\ntrading price over the previous 15 trading days; and 65% of the lowest trading price over the previous 10 trading days.

In addition, the Company has outstanding employee\nstock options (89,168 options, post-split) under the 2018 Equity Incentive Plan and the 2025 Equity Incentive Plan. The 2025 Plan has\na maximum aggregate share reserve of 300,000 shares (post-split), and is not subject to any automatic annual increase. Each of these instruments\ncould result in the issuance of additional shares of our common stock and materially dilute the interests of holders of the common stock\noffered in this offering.

Board of Directors Vacancies

Our Bylaws authorize our board of directors to\nfill vacant directorships until such time as a new director is elected by the shareholders. Directors may be removed by affirmative vote\nof the holders of the majority of stock entitled to vote at any meeting of shareholders called expressly for that purpose.

Director Action; Special Meeting of Directors

Our Bylaws provide that the Directors of the Company\nmay take action by unanimous written consent without a meeting. Special meetings of the Board of Directors may be called by the Chairman\nof the Board of Directors, the Vice Chairman (if any), the Chief Executive Officer, or any two directors.

Shareholder Action; Special Meeting of Shareholders

Our Bylaws and the FBCA provide that the Shareholders\nof the Company may take written action by consent of the majority of the shareholders without a meeting. Our Bylaws provide that special\nmeetings may be called by the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Operating Officer, a majority\nof the Board, or upon written demand delivered to the Secretary, signed and dated by the holders of not less than ten percent (10%) of\nall the votes entitled to be cast on any issue to be considered at the proposed special meeting.

Authorized but Unissued Shares

Our authorized but unissued shares of Common Stock\nand preferred stock are available for future issuance without shareholder approval and may be utilized for a variety of corporate purposes,\nincluding future public offerings to raise additional capital, corporate acquisitions, and employee benefit plans. The existence of authorized\nbut unissued and unreserved Common Stock and preferred stock could render more difficult or discourage an attempt to obtain control of\nus by means of a proxy contest, tender offer, merger, or otherwise.

Dissenters’ Rights of Appraisal and\nPayment

Under the FBCA with certain exceptions, our stockholders\nhave appraisal rights in connection with a merger or consolidation of us. Pursuant to the FBCA, stockholders who properly request and\nperfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their\nshares as determined by the Florida circuit court in the applicable county.

Stockholders’ Derivative Actions

Under the FBCA, any of our stockholders may bring\nan action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the\naction is a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter\ndevolved by operation of law.

Our Amended and Restated Bylaws (“Bylaws”)\nprovide that unless the Company consents in writing to the selection of an alternative forum, the state courts of Florida (or if a state\ncourt within the state of Florida does not have jurisdiction the federal courts for the Middle District of Florida) will be the sole and\nexclusive forum for any and all legal proceedings concerning (a) any derivative action or proceeding brought on behalf of the Company;\n(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former directors, officers, or other employees of\nthe Company to the Company or the Company’s shareholders; (c) any action arising pursuant to any provision of the FBCA or the Articles\nof Incorporation or the Bylaws (as either may be amended from time to time); or (d) any other action asserting a claim governed by the\ninternal affairs doctrine.

Additionally, Article 8.2 of our Amended and Restated\nBylaws provide that unless the Company consents in writing to the selection of an alternative forum, the U.S. federal district courts\nshall be the exclusive forum for the resolution of any complaint asserting a cause of action against the Company or any director, officer,\nother employee or agent of the Company arising under the Securities Act of 1933, as amended.

Transfer Agent and Registrar

The transfer agent and registrar for our common\nstock is ClearTrust, LLC, located at 16540 Pointe Village Drive, Suite 210, Lutz, Florida 33558.

Stock Market Listing

Our common stock is currently quoted on the OTCID\nunder the symbol “HLEO.” In connection with this offering, we have applied to list our common stock on Nasdaq under the symbol\n“HLEO.” If our listing application is approved, we expect to list our common stock on Nasdaq upon consummation of this offering,\nat which point our common stock will cease to be traded on the OTCID. There can be no assurance that our common stock will be listed on\nNasdaq, and this offering is contingent on such listing being approved by Nasdaq.

Limitations on Liability and Indemnification\nof Officers and Directors

Florida law authorizes corporations to limit or\neliminate (with a few exceptions) the personal liability of directors to corporations and their shareholders for monetary damages for\nbreaches of directors’ fiduciary duties as directors. Our Articles of Incorporation and Bylaws include provisions that eliminate,\nto the maximum extent allowable under Florida law, the personal liability of directors or officers for monetary damages for actions taken\nas a director or officer, as the case may be. Our Articles of Incorporation and Bylaws also provide that we must indemnify and advance\nreasonable expenses to our directors and officers to the fullest extent permitted by Florida law. We are also expressly authorized\nto carry directors’ and officers’ insurance for our directors, officers, employees and agents for some liabilities. We currently\nmaintain directors’ and officers’ insurance covering certain liabilities that may be incurred by directors and officers in\nthe performance of their duties.

The limitation of liability and indemnification\nprovisions in our Articles of Incorporation and Bylaws may discourage shareholders from bringing a lawsuit against directors for breach\nof their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors\nand officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, your investment\nmay be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against\ndirectors and officers pursuant to the indemnification provisions in our Articles of Incorporation and Bylaws.

There is currently no pending litigation or proceeding\ninvolving any of the directors, officers or employees for which indemnification is sought.

In so far as indemnification for liabilities arising\nunder the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,\nor otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed\nin the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other\nthan the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the\nsuccessful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the\nsecurities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,\nsubmit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in\nthe Securities Act and will be governed by the final adjudication of such issue.

UNDERWRITING

We will enter into an underwriting agreement with\nR.F. Lafferty & Co., Inc., as the representative of the underwriters (the “Representative”), with respect to the\nshares sold in this offering. Subject to certain conditions, we have agreed to sell to the underwriters, and each of the underwriters\nhas agreed to purchase the shares listed next to its name in the table at the public offering price per unit less the underwriting discounts\nset forth on the cover page of this prospectus.

\n \n \n \n \n \n \n \n \n \n \n \n \n

Underwriter		Number of Shares
R.F. Lafferty & Co., Inc.

Total

The underwriters have committed to purchase all\nof the shares offered by us other than those shares covered by the over-allotment option described below, if they purchase any. The obligations\nof the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant\nto the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties\ncontained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

We have agreed to indemnify the underwriters against\nspecified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required\nto make in respect thereof.

The underwriters are offering the shares, subject\nto prior sale, when, as and if issued to and accepted by them, subject to the approval of legal matters by their counsel and other conditions\nspecified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to\nreject orders in whole or in part.

Over-Allotment Option

We have granted to the underwriters an option\nto purchase from us up to an additional 300,000 shares of our common stock, representing 15% of the shares sold in this offering, at the\nassumed public offering price of $4.50 per share, solely to cover over-allotments, if any. The shares of our common stock to be purchased\npursuant to the over-allotment option will be acquired at the initial public offering price, less the underwriting discounts. The underwriters\nmay exercise this option, in whole or in part, any time during the 45-day period after the closing date of the offering, but only to cover\nover-allotments, if any. To the extent the underwriters exercise the option, the underwriters will become obligated, subject to certain\nconditions, to purchase the shares for which they exercise the option.

Underwriting Discount, Commissions and Expenses

We estimate that the total expenses of the offering\npayable by us, excluding underwriting discounts and commissions, will be approximately $376,636. Under the underwriting agreement, we\nwill pay the Representative fees and commissions equal to 7.0% of the gross proceeds raised in the offering. The following table shows\nthe per share price and total underwriting discounts and commissions to be paid to the underwriters. Such amounts are shown assuming both\nno exercise and full exercise of the underwriters’ over-allotment.

The Representative has advised us that it proposes\nto offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers\nat that price less a concession not in excess of $[●]. After this offering, the public offering price, concession and reallowance\nto dealers may be changed by the underwriters. No such change will change the amount of proceeds we receive as set forth on the cover\npage of this prospectus. The shares are offered by the underwriters as stated herein, subject to receipt and acceptance by it and subject\nto its right to reject any order in whole or in part. The underwriters have informed us that they do not intend to confirm sales to any\naccounts over which they exercise discretionary authority.

The following table shows the underwriting discounts\npayable to the underwriters by us in connection with this offering. Such amounts are shown assuming both no exercise and full exercise\nof the underwriter’s over-allotment option.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Per

Share

Without Over-
\nAllotment
\nOption

With
\nOver-Allotment
\nOption

Initial public offering price (assumed)

Underwriting discounts and commissions ⁽¹⁾

Proceeds, before expenses, to us

\n \n \n \n

(1)	The underwriters will receive an underwriting discount equal to 7.0 % on all stocks sold by the underwriters in this offering.

We have agreed to reimburse the Representative\nof the underwriters out of the proceeds of the offering for accountable legal expenses incurred by the Representative in connection with\nthe offering, including: (a) all filing fees and expenses relating to the registration of the shares offered hereby with the Securities\nand Exchange Commission and the filing of the offering materials with FINRA; (b) all fees and expenses relating to the listing of the\nshares on Nasdaq and such other stock exchanges as we and the Representative together determine; (c) all fees, expenses and disbursements\nrelating to background checks of the Company’s officers and directors; (d) all fees, expenses and disbursements relating to the\nregistration or qualification of the shares under “blue sky” or securities laws of such states of the U.S. and other jurisdictions\ndesignated by the Representative, including the reasonable fees and expenses of the Representative’s blue sky counsel; (e) all fees\nand expenses associated with the “road show”; (f) the costs of all mailing and printing of documents relating to the offering;\n(g) the costs and expenses of a public relations firm; (h) the costs of preparing, printing and delivering certificates representing the\nshares; (i) fees and expenses of the transfer agent for the shares; (j) transfer and/or stamp taxes, if any, payable upon our transfer\nof the shares to the underwriters; (k) the fees and expenses of our accountants; (l) the fees and expenses of the Representative’s\nand our legal counsel and other agents and representatives; (m) the $5,000 cost associated with the Representative’s clearing system\ndata services and communications expenses; and (n) the $10,000 cost associated with the Representative’s Capital IQ system for comparable\ncompany analysis and valuation. For the sake of clarity, it is understood and agreed that the Company shall be responsible for the Representative’s\nlegal fees and expenses irrespective of whether the offering is consummated or not and that the maximum amount of legal fees, costs and\nexpenses incurred by the Representative that the Company shall be responsible for shall not exceed $180,000 in the event of a closing\nof the offering, and shall not exceed $75,000 in the event that there is not a closing of the offering. We\nhave also agreed to pay to the underwriters a non-accountable expense allowance equal to 1% of the gross proceeds of the offering payable\nat the closing of the offering.

We paid the expense advance of $25,000 to the\nRepresentative, and have agreed to pay $30,000 due upon the initial filing of the registration statement and $10,000 upon receipt of the\nfirst round of SEC comments. The advance shall be applied towards reasonable out-of-pocket expenses including legal fees. However, in\nthe event the offering is terminated, the Representative shall return any portion of the advance not used to pay its accountable out-of-pocket\nexpenses actually incurred

No Sales of Similar Securities

We have agreed with the underwriters that not\nto, without the prior written consent of the Representative, for a period of 12 months after the consummation of this offering, (i) offer,\npledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right\nor warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any classes of our stocks or any securities\nconvertible into or exercisable or exchangeable for classes of our stocks, (ii) file or caused to be filed any registration statement\nwith the SEC, relating to the offering of any classes of our stocks or any securities convertible into or exercisable or exchangeable\nfor any classes of our stocks, (iii) complete any offering of debt securities, other than entering into a line of credit with a traditional\nbank, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences\nof ownership of any classes of our stocks, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled\nby delivery of any classes of our stocks or such other securities, in cash or otherwise.

Lock-Up Agreements

We, each of our officers, directors and executive\nand 5% or greater affiliated shareholders have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber,\ngrant any option for the sale of or otherwise dispose of any shares of our common stock or other securities convertible into or exercisable\nor exchangeable for our common stock for a period of six (6) months after this offering is completed without the prior written consent\nof the Representative.

The Representative may in its sole discretion\nand at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the lock-up\nperiod.

Representative’s Warrants

We have agreed to issue to the Representative or its\ndesignees at the closing of this offering warrants to purchase the number of shares of common stock equal to 5.0% of the aggregate number\nof shares sold in this offering. The warrants will be exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year\nperiod commencing six months after the commencement of sales in this offering. The warrants will be exercisable at a per share price equal\nto 110.0% of the public offering price per share in the offering. The Representative’s Warrants provide for registration rights\n(including a one-time demand registration right at the expense of the Company, an additional demand registration right at the expense\nof the warrant holders, and unlimited piggyback registration rights at the expense of the Company, each expiring five years from the closing\nof the offering) and customary anti-dilution provisions, as permitted by FINRA Rule 5110(g)(8).

The warrants have been deemed compensation by\nFINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1) of FINRA. The Representative (or permitted assignees\nunder FINRA Rule 5110(e)(2)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these\nwarrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic\ndisposition of the warrants or the underlying securities for a period of 180 days from the date of this prospectus. The warrants and the\ncommon stocks underlying the warrants are being registered as a part of the registration statement of which this prospectus forms a part\nand will be freely tradable upon the declaration of the effectiveness of such registration statement by the SEC.

The exercise price and number of shares of common\nstock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary\ncash dividend or recapitalization, reorganization, merger or consolidation.

Determination of Offering Price

In determining the initial public offering price,\nwe and the Representative have considered a number of factors, including:

\n \n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n

	·	the information set forth in this prospectus and otherwise available to the Representative;

	·	our prospects and the history and prospects for the industry in which we compete;

	·	an assessment of our management;

	·	our prospects for future revenue and earnings;

	·	the general condition of the securities markets at the time of this offering;

\n \n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n

	·	the recent prices of, and demand for, shares sold by us prior to this offering;

	·	the recent market prices of, and demand for, publicly traded securities of generally comparable companies; and

	·	other factors deemed relevant by the Representative and us.

The estimated initial public offering price set\nforth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors. Neither\nwe nor the Representative can assure investors that an active trading market will develop for our common stock, or that the shares will\ntrade in the public market at or above the initial public offering price.

Tail Financing

If during the period that is twelve (12) months\nfollowing the closing of this initial public offering, we consummate a financing with investors whom the Representative introduced to\nus during the period in which we engaged the Representative, we will pay the Representative a fee equal 7.0% of the proceeds of such financing\nand warrants to purchase a number of shares of our common stock equal to 5.0% of the aggregate number of shares of our common stock sold\nin such financing at an exercise price equal to 110% of the price of the shares of our common stock sold in such financing, provided that\nsuch financing is by an investor actually introduced to us in an offering in which we had direct knowledge of such investor’s participation.

Right of First Refusal

We have granted the Representative the right to\nact as sole managing underwriter and dealer manager, book runner or sole placement agent for any and all of our future public and private\nequity, equity-linked, and debt (excluding commercial bank debt) offerings during the twelve (12) month period following the completion\nof this initial public offering.

Indemnification

We have agreed to indemnify the underwriters against\ncertain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required\nto make for these liabilities.

Price Stabilization, Short Positions, and\nPenalty Bids

In connection with this offering, each underwriter\nmay engage in transactions that stabilize, maintain or otherwise affect the price of our securities. Specifically, such underwriter may\nover-allot in connection with this offering by selling more securities than are set forth on the cover page of this prospectus. This creates\na short position in our securities for such underwriter’s own accounts. The short position may be either a covered short position\nor a naked short position. In a covered short position, the number of securities over-allotted by such underwriter is not greater than\nthe number of securities that it may purchase in the over-allotment option. In a naked short position, the number of securities involved\nis greater than the number of securities in the over-allotment option. To close out a short position, such underwriter may elect to exercise\nall or part of the over-allotment option. Such underwriters may also elect to stabilize the price of our securities or reduce any short\nposition by bidding for, and purchasing, securities in the open market.

The underwriters may also impose a penalty bid.\nThis occurs when a particular underwriter or dealer repays selling concessions allowed to it for distributing a security in this offering\nbecause the underwriter repurchases that security in stabilizing or short covering transactions.

Finally, each underwriter may bid for, and purchase,\nshares of our securities in market-making transactions, including “passive” market-making transactions as described below.

These activities may stabilize or maintain the\nmarket price of our securities at a price that is higher than the price that might otherwise exist in the absence of these activities.\nThe underwriters are not required to engage in these activities and may discontinue any of these activities at any time without notice.\nThese transactions may be effected on Nasdaq, in the over-the-counter market, or otherwise.

In connection with this offering, the underwriters\nand selling group members, if any, or their affiliates may engage in passive market-making transactions in our common stock immediately\nprior to the commencement of sales in this offering, in accordance with Rule 103 of Regulation M under the Exchange Act. Rule 103 generally\nprovides that:

\n \n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n

	·	a passive market maker may not affect transactions or display bids for our securities in excess of the highest independent bid price by persons who are not passive market makers;

	·	net purchases by a passive market maker on each day are generally limited to 30% of the passive market maker’s average daily trading volume in our common stock during a specified two-month prior period or 200 shares, whichever is greater, and must be discontinued when that limit is reached; and

	·	passive market-making bids must be identified as such.

Electronic Distribution

This prospectus in electronic format may be made\navailable on websites or through other online services maintained by the underwriters, or by their affiliates. Other than this prospectus\nin electronic or printed format, the information on the underwriters’ websites and any information contained on any other websites\nmaintained by an underwriter is not part of this prospectus or the registration statement of which this prospectus forms a part, has not\nbeen approved and/or endorsed by us or the underwriters in their capacity as underwriters, and should not be relied upon by investors.

Certain Relationships

The Representative and its respective affiliates\nhave engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business\nwith us or our affiliates. The Representative has received, or may in the future receive, customary fees and commissions for these transactions.

SELLING RESTRICTIONS

Other than in the United States, no action has\nbeen taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction\nwhere action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly,\nnor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities\nbe distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and\nregulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe\nany restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell\nor a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation\nis unlawful.

Canada. The securities may be sold\nin Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National\nInstrument 45 106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined\nin National Instrument 31 103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities\nmust be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities\nlaws.

Securities legislation in certain provinces or\nterritories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto)\ncontains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit\nprescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable\nprovisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with\na legal advisor.

Pursuant to section 3A.3 of National Instrument\n33 105 Underwriting Conflicts (NI 33 105), the underwriters are not required to comply with the disclosure requirements of NI 33\n105 regarding underwriter conflicts of interest in connection with this offering.

European Economic Area. In relation\nto each Member State of the European Economic Area which has implemented the Prospectus Directive, or a Relevant Member State, an offer\nto the public of any of the securities may not be made in that Relevant Member State, except that an offer to the public in that Relevant\nMember State of any of the securities

may be made at any time under the following exemptions\nunder the Prospectus Directive, if they have been implemented in that Relevant Member State:

\n \n \n \n \n\n\n \n \n \n\n \n \n \n\n\n \n \n \n\n \n \n \n

	·	to any legal entity which is a qualified investor as defined in the Prospectus Directive;

	·	to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

	·	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the securities shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression\nan “offer to the public” in relation to any of the securities in any Relevant Member State means the communication in any\nform and by any means of sufficient information on the terms of the offer and any of the securities to be offered so as to enable an investor\nto decide to purchase the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive\nin that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including\nthe 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure\nin the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

United Kingdom. Each\nof the underwriters have represented and agreed that:

\n \n \n \n \n\n\n \n \n \n\n \n \n \n

	·	it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or the FSMA) received by it in connection with the issue or sale of the securities in circumstances in which Section 21(1) of the FSMA does not apply to us; and

	·	it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.

Switzerland. The\nsecurities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or the SIX, or on any other stock\nexchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for\nissuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses\nunder art. 27 ff. of the SIX listing rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.\nNeither this document nor any other offering or marketing material relating to the securities, or the offering may be publicly distributed\nor otherwise made publicly available in Switzerland.

Neither this document nor any other offering or\nmarketing material relating to the offering, or the securities have been or will be filed with or approved by any Swiss regulatory authority.\nIn particular, this document will not be filed with, and the offer of the securities will not be supervised by, the Swiss Financial Market\nSupervisory Authority FINMA, and the offer of the securities has not been and will not be authorized under the Swiss Federal Act on Collective\nInvestment Schemes, or CISA. Accordingly, no public distribution, offering or advertising, as defined in CISA, its implementing ordinances\nand notices, and no distribution to any non-qualified investor, as defined in CISA, its implementing ordinances and notices, shall be\nundertaken in or from Switzerland, and the investor protection afforded to acquirers of interests in collective investment schemes under\nCISA does not extend to acquirers of the securities.

Australia. No placement document,\nprospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission\nin relation to the offering.

This prospectus does not constitute a prospectus,\nproduct disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport\nto include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations\nAct.

Any offer in Australia of the securities may only\nbe made to persons (referred to as Exempt Investors) who are “sophisticated investors” (within the meaning of section 708(8)\nof the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise\npursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without\ndisclosure to investors under Chapter 6D of the Corporations Act.

The securities applied for by Exempt Investors\nin Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except\nin circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption\nunder section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter\n6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions.

This prospectus contains general information only\nand does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not\ncontain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether\nthe information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice\non those matters.

Israel. In the State of Israel,\nthis prospectus shall not be regarded as an offer to the public to purchase securities under the Israeli Securities Law, 5728 - 1968,\nwhich requires a prospectus to be published and authorized by the Israel Securities Authority, if it complies with certain provisions\nof Section 15 of the Israeli Securities Law, 5728 - 1968, including, inter alia, if: (i) the offer is made, distributed or directed to\nnot more than 35 investors, subject to certain conditions, or the Addressed Investors, or (ii) the offer is made, distributed or directed\nto certain qualified investors defined in the First Addendum of the Israeli Securities Law, 5728 - 1968, subject to certain conditions,\nor the Qualified Investors. The Qualified Investors shall not be taken into account in the count of the Addressed Investors and may be\noffered to purchase securities in addition to the 35 Addressed Investors. Our company has not and will not take any action that would\nrequire it to publish a prospectus in accordance with and subject to the Israeli Securities Law, 5728 - 1968. We have not and will not\ndistribute this prospectus or make, distribute or direct an offer to subscribe for our securities to any person within the State of Israel,\nother than to Qualified Investors and up to 35 Addressed Investors.

Qualified Investors may have to submit written\nevidence that they meet the definitions set out in of the First Addendum to the Israeli Securities Law, 5728 - 1968. In particular, we\nmay request, as a condition to be offered securities, that Qualified Investors will each represent, warrant and certify to us or to anyone\nacting on our behalf: (i) that it is an investor falling within one of the categories listed in the First Addendum to the Israeli Securities\nLaw, 5728 - 1968, (ii) which of the categories listed in the First Addendum to the Israeli Securities Law, 5728 - 1968 regarding Qualified\nInvestors is applicable to it, (iii) that it will abide by all provisions set forth in the Israeli Securities Law, 5728 - 1968 and the\nregulations promulgated thereunder in connection with the offer to be issued securities, (iv) that the securities that it will be issued\nare, subject to exemptions available under the Israeli Securities Law, 5728 - 1968: (a) for its own account, (b) for investment purposes\nonly, and (c) not issued with a view to resale within the State of Israel, other than in accordance with the provisions of the Israeli\nSecurities Law, 5728 - 1968, and (v) that it is willing to provide further evidence of its Qualified Investor status. Addressed Investors\nmay have to submit written evidence in respect of their identity and may have to sign and submit a declaration containing, inter alia,\nthe Addressed Investor’s name, address and passport number or Israeli identification number.

SHARES ELIGIBLE FOR FUTURE SALES

Sale of Restricted Shares

All of the shares of Common Stock sold in this\noffering, including any shares sold upon exercise of the underwriters’ option to purchase additional shares of Common Stock, will\nbe freely tradable in the public market without restriction or further registration under the Securities Act, unless the shares are held\nby any of our “affiliates” as such term is defined in Rule 144 under the Securities Act, or unless a contractual lockup\nagreement is entered into. All remaining shares of Common Stock held by existing shareholders immediately prior to the consummation of\nthis offering will be “restricted securities” as such term is defined in Rule 144. These restricted securities were issued\nand sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or if they qualify\nfor an exemption from registration under the Securities Act, including the exemptions provided by Rule 144 or Rule 701.

Lock-Up Agreements

Our executive officers, directors, and holders\nof 5% or more of our outstanding Common Stock (and all holders of securities exercisable for or convertible into shares of Common Stock)\nhave agreed to lock-up restrictions for a period of six months following the closing of this offering, subject to customary exceptions\nand the prior written consent of the Representative. Upon expiration of the applicable lock-up period, a significant number of additional\nshares may become available for sale in the public market, which could adversely affect the market price of our Common Stock. For a description\nof the material terms of the lock-up agreements, including permitted exceptions, see “Underwriting - Lock-Up Agreements”\nbeginning on page 79.

Rule 144

In general, under Rule 144, as currently\nin effect, once we have been subject to the public company reporting requirements of the Exchange Act, for at least 90 days,\na person (or persons whose shares are required to be aggregated) who is not deemed to have been one of our “affiliates” for\npurposes of Rule 144 at any time during the three months preceding a sale and who has beneficially owned restricted securities\nwithin the meaning of Rule 144 for at least six months, including the holding period of any prior owner other than one of our\n“affiliates,” is entitled to sell those shares in the public market (subject to the lock-up agreement referred to below,\nif applicable) without complying with the manner of sale, volume limitations, or notice provisions of Rule 144, but subject to compliance\nwith the public information requirements of Rule 144. Rule 144(a)(1) defines an “affiliate” of an issuing company\nas a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control\nwith, such issuer. Directors, officers, and holders of ten percent or more of our voting securities (including securities which are issuable\nwithin the next 60 days) are deemed to be affiliates of the issuing company. If such a person has beneficially owned the shares proposed\nto be sold for at least one year, including the holding period of any prior owner other than “affiliates,” then such person\nis entitled to sell such shares in the public market without complying with any of the requirements of Rule 144 (subject to the lock-up agreement\nreferred to above, if applicable). In general, under Rule 144, as currently in effect, once we have been subject to the public company\nreporting requirements of the Exchange Act for at least 90 days, our “affiliates,” as defined in Rule 144,\nwho have beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner\nother than one of our “affiliates,” are entitled to sell in the public market, upon expiration of any applicable lock-up agreements\nand within any three-month period, a number of those shares of our Common Stock that does not exceed the greater of:

\n\n\n\n\n

	·	1% of the number of shares of Common Stock then\noutstanding, which will equal approximately shares of Common Stock immediately after this offering, assuming the sale of all of the Offered\nShares; or

	·	the average weekly trading volume of our Common\nStock on the during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Such sales under Rule 144 by our “affiliates”\nor persons selling shares on behalf of our “affiliates” are also subject to certain manner of sale provisions, notice requirements,\nand to the availability of current public information about us.

The foregoing is a brief summary of the general\nrequirements of Rule 144. You should consult with your own legal and financial advisors regarding the availability of Rule 144\nor any other exemptions from the registration requirements of the Securities Act for the resale of any shares of our common stock that\nyou acquired prior to this offering.

Registration Statement on Form S-8

On August 5, 2026, we filed a registration statement on Form S-8 under\nthe Securities Act to register an aggregate of 300,000 shares of our common stock issuable under the Helio Corporation 2025 Equity Incentive\nPlan, consisting of 77,572 shares subject to outstanding awards and 222,428 shares reserved for future issuance. Shares registered on\nthe Form S-8 generally will be available for sale in the public market upon issuance, subject to any applicable vesting requirements,\nthe lock-up agreements described above, and, in the case of shares held by our affiliates, the volume, manner-of-sale, current public\ninformation, and other limitations of Rule 144. The Form S-8 did not include a reoffer prospectus, and shares held by our affiliates may\nbe resold only pursuant to an effective registration statement or an available exemption, including Rule 144.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of certain material\nU.S. federal income tax consequences of the acquisition, ownership, and disposition of shares of our common stock. This discussion is\nlimited to certain U.S. federal income tax considerations to beneficial owners of our common stock who are initial purchasers of such\ncommon stock pursuant to this offering and hold the common stock as a capital asset within the meaning of Section 1221 of the U.S. Internal\nRevenue Code of 1986, as amended (the “Code”). This discussion assumes that any distributions made by us on our common\nstock and any consideration received by a holder in consideration for the sale or other disposition of our common stock will be in U.S.\ndollars.

This summary is based upon U.S. federal income\ntax laws as of the date of this prospectus, which is subject to change or differing interpretations, possibly with retroactive effect.\nThis discussion is a summary only and does not describe all of the tax consequences that may be relevant to you in light of your particular\ncircumstances, including but not limited to the alternative minimum tax, the Medicare tax on certain net investment income, and the different\nconsequences that may apply if you are subject to special rules that apply to certain types of investors, including but not limited to:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	·	financial institutions or financial services\nentities;

	·	broker-dealers;

	·	governments or agencies or instrumentalities\nthereof;

	·	regulated investment companies;

	·	real estate investment trusts;

	·	expatriates or former long-term residents\nof the United States;

	·	persons that actually or constructively own five percent\nor more (by vote or value) of our shares;

	·	persons that acquired our common stock pursuant\nto an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

	·	insurance companies;

	·	dealers or traders subject to a mark-to-market method\nof accounting with respect to our common stock;

	·	persons holding our common stock as part of a\n“straddle,” constructive sale, hedge, conversion or other integrated or similar transaction;

	·	U.S. holders (as defined below) whose functional\ncurrency is not the U.S. dollar;

	·	partnerships (or entities or arrangements classified\nas partnerships or other pass-through entities for U.S. federal income tax purposes) and any beneficial owners of such partnerships;

	·	tax-exempt entities;

	·	controlled foreign corporations; and

	·	passive foreign investment companies.

If a partnership (including an entity or arrangement\ntreated as a partnership or other pass-thru entity for U.S. federal income tax purposes) holds our common stock, the tax treatment\nof a partner, member, or other beneficial owner in such partnership will generally depend upon the status of the partner, member, or other\nbeneficial owner, the activities of the partnership, and certain determinations made at the partner, member, or other beneficial owner\nlevel. If you are a partner, member, or other beneficial owner of a partnership holding our common stock, you are urged to consult your\ntax advisor regarding the tax consequences of the acquisition, ownership, and disposition of our common stock.

This discussion is based on the Code and administrative\npronouncements, judicial decisions, and final, temporary, and proposed Treasury regulations as of the date hereof, which are subject to\nchange, possibly on a retroactive basis and changes to any of which subsequent to the date of this prospectus may affect the tax consequences\ndescribed herein. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes\nother than income taxes (such as gift and estate taxes).

We have not sought, and do not expect to seek,\na ruling from the U.S. Internal Revenue Service (the “IRS”) as to any U.S. federal income tax consequence\ndescribed herein. The IRS may disagree with the discussion herein and its determination may be upheld by a court. Moreover, there can\nbe no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy\nof the statements in this discussion. You are urged to consult your tax advisor with respect to the application of U.S. federal tax\nlaws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL\nINCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK. EACH PROSPECTIVE INVESTOR\nIN OUR COMMON STOCK IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION,\nOWNERSHIP AND DISPOSITION OF OUR COMMON STOCK, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL NON-INCOME, STATE, LOCAL\nand NON-U.S. TAX LAWS.

U.S. Holders

This section applies to you if you are a “U.S. holder.”\nA U.S. holder is a beneficial owner of our common stock who or that is, for U.S. federal income tax purposes:

\n\n\n\n\n\n\n\n\n\n\n\n\n

	·	an individual who is a citizen or resident of\nthe United States;

	·	a corporation (or other entity taxable as a corporation)\norganized in or under the laws of the United States, any state thereof or the District of Columbia;

	·	an estate the income of which is includible in\ngross income for U.S. federal income tax purposes regardless of its source; or

	·	a trust, if (i) a court within the United States\nis able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in\nthe Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury\nRegulations to be treated as a United States person.

Taxation of Distributions

If we pay distributions in cash or other property\n(other than certain distributions of our stock or rights to acquire our stock) to U.S. holders of shares of our common stock, such\ndistributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated\nearnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated\nearnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s\nadjusted tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the\ncommon stock and will be treated as described under “U.S. Holders — Gain or Loss on Sale, Taxable Exchange\nor Other Taxable Disposition of Common Stock” below.

Dividends we pay to a U.S. holder that is\na taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain\nexceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations),\nand provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder may constitute “qualified\ndividend income” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. If the holding period\nrequirements are not satisfied, then a corporation may not be able to qualify for the dividends received deduction and would have taxable\nincome equal to the entire dividend amount and non-corporate U.S. holders may be subject to tax on such dividend at regular\nordinary income tax rates instead of the preferential rate that applies to qualified dividend income.

Gain or Loss on Sale, Taxable Exchange\nor Other Taxable Disposition of Common Stock

Upon a sale or other taxable disposition of our\ncommon stock, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount\nrealized and the U.S. holder’s adjusted tax basis in the common stock. Any such capital gain or loss generally will be long-term capital\ngain or loss if the U.S. holder’s holding period for the common stock so disposed of exceeds one year. Long-term capital\ngains recognized by non-corporate U.S. holders may be eligible to be taxed at reduced rates. The deductibility of capital losses\nis subject to limitations.

Generally, the amount of gain or loss recognized\nby a U.S. holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of\nany property received in such disposition and (ii) the U.S. holder’s adjusted tax basis in its common stock so disposed\nof. A U.S. holder’s adjusted tax basis in its common stock generally will equal the U.S. holder’s acquisition cost\nless any prior distributions treated as a return of capital.

Information Reporting and Backup Withholding

In general, information reporting requirements\nmay apply to dividends paid to a U.S. holder and to the proceeds of the sale or other disposition of our common stock, unless the\nU.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer\nidentification number, a certification of exempt status, or has been notified by the IRS that it is subject to backup withholding (and\nsuch notification has not been withdrawn).

Prospective investors should consult their\ntax advisors regarding the potential application of withholding under FATCA to their investment in our securities.

LEGAL MATTERS

The validity of the securities offered hereby\nwill be passed upon for us by Business Legal Advisors, LLC, Draper, Utah. Certain legal matters relating to this offering will be passed\nupon for the underwriters by Lucosky Brookman LLP.

EXPERTS

The consolidated financial statements of Helio\nCorporation as of October 31, 2025 and 2024 and for the years then ended have been included in this prospectus in reliance on the report\nof Astra Audit & Advisory, LLC, a registered PCAOB firm, appearing elsewhere herein, given on the authority of said firm as experts\nin auditing and accounting. Astra Audit & Advisory, LLC was dismissed as the Company’s independent registered public accounting firm\neffective February 21, 2026. The Company has engaged Hacker, Johnson & Smith PA (“HJS”) as its independent registered\npublic accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending October 31, 2026.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS\nON ACCOUNTING AND FINANCIAL DISCLOSURE

On February 21, 2026, the Company dismissed Astra\nAudit & Advisory, LLC (“Astra”) as the Company’s independent registered public accounting firm, effective immediately.\nThe decision to dismiss Astra was approved by the Company’s Board of Directors. Astra’s reports on the Company’s consolidated financial\nstatements for each of the two fiscal years ended October 31, 2025 and October 31, 2024 did not contain an adverse opinion or a disclaimer\nof opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that each such report contained\nan explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. During the fiscal years\nended October 31, 2025 and October 31, 2024, and through February 21, 2026, there were no disagreements with Astra on any matter of accounting\nprinciples or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Astra’s\nsatisfaction, would have caused Astra to make reference to the subject matter of the disagreement in connection with its reports. During\nthe fiscal years ended October 31, 2025 and October 31, 2024, and through February 21, 2026, there were no reportable events as defined\nin Item 304(a)(1)(v) of Regulation S-K.

On February 21, 2026, the Board of Directors engaged\nHacker, Johnson & Smith PA (“HJS”) as the Company’s independent registered public accounting firm to audit the Company’s\nconsolidated financial statements for the fiscal year ending October 31, 2026. During the fiscal years ended October 31, 2025 and October\n31, 2024, and the subsequent interim period through February 21, 2026, neither the Company nor anyone acting on its behalf consulted with\nHJS regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit\nopinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a disagreement\n(as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement\nwe filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits\nto the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we\nrefer you to the registration statement and the exhibits filed as a part of the registration statement.

Upon the completion of the primary offering, we\nwill continue to be subject to the informational requirements of the Exchange Act and will be required to file periodic and current reports,\nproxy statements, and other information with the SEC. You may inspect these reports and other information without charge at the SEC’s\nwebsite (http://www.sec.gov). We intend to furnish our stockholders with annual reports containing financial\nstatements audited by an independent public accounting firm.

Following the completion of the primary offering,\nwe will make the information filed with or furnished to the SEC available free of charge through our website (https://helio.space/)\nas soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information contained\nin, or that can be accessed through, our website is not incorporated by reference and is not part of this prospectus.

INDEX TO FINANCIAL STATEMENTS

Audited Financial Statements for the Years Ended\nOctober 31, 2025 and 2024

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		Page No.
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 6920)		F-2
Consolidated Balance Sheets as of October 31, 2025 and 2024		F-3
Consolidated Statements of Operations for the years ended October 31, 2025 and 2024		F-4
Consolidated Statements of Changes in Shareholders’ Deficit for the years ended October 31, 2025 and 2024		F-5
Consolidated Statements of Cash Flows for the years ended October 31, 2025 and 2024		F-6
Notes to Consolidated Financial Statements		F-7

Unaudited Financial Statements for the Three and\nNine Months Ended July 31, 2026 and 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		Page No.
Condensed Consolidated Balance Sheets at July 31, 2026 (Unaudited) and October 31, 2025		F-25
Condensed Consolidated Statements of Operations for the three and nine months ended July 31, 2026 and 2025 (Unaudited)		F-26
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three and nine months ended July 31, 2026 and 2025 (Unaudited)		F-27
Condensed Consolidated Statements of Cash Flows for the nine months ended July 31, 2026 and 2025 (Unaudited)		F-29
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-30

F-1

$\"\"$

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING\nFIRM

To the Board of Directors and
\nShareholders of Helio Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Helio\nCorporation (the “Company”) as of October 31, 2025 and 2024, and the related consolidated statements of operations, changes\nin shareholders’ deficit and cash flows for each of the years in the two-year period ended October 31, 2025, and the related notes\n(collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects,\nthe financial position of the Company as of October 31, 2025 and 2024 and the results of its operations and its cash flows for the years\nin the two-year period ended October 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue\nas a Going Concern

The accompanying financial statements have been prepared assuming that\nthe Company will continue as a going concern. As discussed in Note 1, the Company has incurred net losses and negative cash flow from\noperations. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial\ndoubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might\nresult from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s\nmanagement. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public\naccounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent\nwith respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities\nand Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.\nThose standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are\nfree of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an\naudit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal\ncontrol over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal\ncontrol over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material\nmisstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures\nincluded examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included\nevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation\nof the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Astra Audit & Advisory, LLC

We have served as the Company’s auditor since 2024.

Tampa, Florida

February 17th, 2026

F-2

HELIO CORPORATION

CONSOLIDATED BALANCE SHEETS

	October 31,			October 31,
	2025			2024
	(audited)			(audited)
Assets
Current Assets:
Cash	$	7,305			$	551,552
Accounts receivable, net		489,426				1,390,202
Work in progress		–				343,218
Prepaid expenses and other current assets		102,143				–
Total Current Assets		598,874				2,284,972

Property and equipment, net		64,726				87,389
Security deposits		76,655				76,655
Right-of-use assets, net		566,361				959,377
Total Non-current Assets		707,742				1,123,421
TOTAL ASSETS	$	1,306,616			$	3,408,393

Liabilities and Shareholders’ Deficit

LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$	273,936			$	140,439
Accrued compensation		930,555				805,405
Notes Payable - Related Parties		841,613				420,000
Notes payable		1,737,034				200,000
Convertible notes payable, net of $77,202 in unamortized debt\n discount		197,798				–
Derivative liability		39,543				–
Operating lease obligations, current		477,956				503,124
Total Current Liabilities		4,498,435				2,068,968

Notes payable - Related Parties, less current portion		495,000				182,877
Notes payable, less current portion		150,000				1,150,000
Operating lease obligations		223,319				608,723
Total Non-current Liabilities		868,319				1,941,600
Total Liabilities		5,366,754				4,010,568

Commitments and contingencies (Note 10)

Shareholders’ Deficit
Common stock, no par value, 100,000,000 shares authorized; 2,274,393 and 2,252,727 shares issued and outstanding as of October 31, 2025 and 2024, respectively (retroactively adjusted to reflect the 1-for-5 Reverse Stock Split)		912,369				339,861
Accumulated deficit		(4,972,507	)			(942,036	)
Total Shareholders’ Deficit		(4,060,138	)			(602,175	)
Total Liabilities and Shareholders’ Deficit	$	1,306,616			$	3,408,393

F-3

HELIO CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended
	October 31,			October 31,
	2025			2024
Revenue:
Service fees	$	2,461,831			$	4,766,079
Engineering fees		345,840				1,593,475
Materials		1,068,122				531,669
Total Revenue		3,875,793				6,891,223
Costs of revenue		2,952,619				4,153,190
Gross profit		923,174				2,738,033

Operating expenses
General and administrative expenses		2,933,534				2,799,805
Personnel expenses		436,947				473,527
Facilities expense		692,262				736,062
Professional fees		462,592				359,077
Depreciation expense		22,663				22,663
Right of use amortization		73,930				92,054
Total Operating Expenses		4,621,928				4,483,188

Operating loss		(3,698,754	)			(1,745,155	)

Other expense:
Interest expense, net		(327,873	)			(89,178	)
Amortization of debt discount		(8,188	)			–
Change in fair value of derivative liability		4,344				–
Loss on debt extinguishment		–				(28,350	)
Total other expense, net		(331,717	)			(117,528	)
Net loss before income taxes		(4,030,471	)			(1,862,683	)

Provision for income taxes		–				–
Net loss	$	(4,030,471	)		$	(1,862,683	)

Basic and diluted net loss per share	$	(1.78	)		$	(0.83	)

Weighted average shares outstanding – basic and diluted		2,258,302				2,252,727

F-4

HELIO CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’\n(DEFICIT)

FOR THE YEARS ENDED OCTOBER 31, 2025 AND 2024

	No par-value
	Common Stock			Accumulated
	Shares			Amount			Deficit		Totals
Balances as of October 31, 2023 (as previously reported)		3,200,000			$	33,256		$	920,647		$	953,903
Conversion of shares due to recapitalization*		(947,273	)			81,818			–			81,818
Balances at October 31, 2023, effect of recapitalization		2,252,727				115,074			920,647			1,035,721
Stock-based compensation		–				196,437			–			196,437
Loss on debt extinguishment		–				28,350			–			28,350
Net loss		–				–			(1,862,683	)		(1,862,683	)
Balances at October 31, 2024		2,252,727				339,861			(942,036	)		(602,175	)
Stock-based compensation		–				431,005			–			431,005
Common stock issued for services		16,667				125,000			–			125,000
Common stock issued with notes payable		5,000				16,503			–			16,503
Net loss		–				–			(4,030,471	)		(4,030,471	)
Balances at October 31, 2025		2,274,393			$	912,369		$	(4,972,507	)	$	(4,060,138	)

F-5

HELIO CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended October 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,030,471	)		$	(1,862,683	)
Adjustments to reconcile net loss to net cash (used in) operating activities
Depreciation		22,663				22,663
Stock-based compensation		431,005				196,437
Common stock issued for services		125,000				–
Loss on debt extinguishment		–				28,350
Amortization of debt discount		8,188				–
Right of use asset amortization		393,016				370,266
Change in fair value of derivative liability		(4,344	)			–
Changes in assets and liabilities
Accounts receivable		900,776				357,977
Prepaid expenses and other current assets		(102,143	)			28,482
Work in progress		343,218				(343,218	)
Accounts payable and accrued expenses		133,497				(223,330	)
Accrued compensation		125,150				205,224
Operating lease obligations		(410,572	)			(340,543	)
Net cash used in operating activities		(2,065,017	)			(1,560,375	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		887,304				1,400,000
Proceeds from notes payable - related parties		857,468				170,000
Proceeds from convertible notes payable		200,000				–
Repayment of notes payable		(289,502	)			–
Repayment of notes payable - related parties		(134,500	)			(44,226	)
Recapitalization		–				81,818
Net cash provided by financing activities		1,520,770				1,607,592

NET (DECREASE) INCREASE IN CASH		(544,247	)			47,217

CASH - BEGINNING OF PERIOD		551,552				504,335

CASH - END OF PERIOD	$	7,305			$	551,552

CASH PAID DURING THE PERIOD FOR:
Interest	$	221,880			$	28,157
Income taxes	$	–			$	3,985

F-6

HELIO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2025

NOTE 1: BUSINESS

Helio Corporation (the “Company” or “Helio”)\nis an aerospace technology, engineering, and research and development (R&D) holding company serving commercial, government, and non-profit organizations.\nHeliospace Corporation (“Heliospace”), the Company’s wholly-owned subsidiary, is an aerospace company specializing in\nthe design, engineering, assembly and test of space flight qualified hardware, providing systems engineering, modeling, analysis, integration\nand test services for space missions. Heliospace was incorporated on March 6, 2018 in Delaware. The Company’s products\ninclude aerospace related hardware, systems, and services for customers such as NASA, universities, and private space companies. The customer\nbase ranges from NASA and foreign space agencies to private companies, foundations, universities, and non-profits.

Reverse Stock Split

On May 9, 2026, the Board of Directors approved, and\non May 11, 2026 holders of approximately 64.70% of the outstanding shares of Common Stock approved, a reverse stock split of the Company’s\nCommon Stock at a ratio within a range of 1-for-1.25 to 1-for-5. On July 7, 2026, the Board of Directors determined to effect the Reverse\nStock Split at a ratio of 1-for-5. The Reverse Stock Split became effective on July 20, 2026, the effective date specified in the Articles\nof Amendment to the Company’s Articles of Incorporation filed with the Florida Department of State. All share and per-share amounts\nof Common Stock in these consolidated financial statements, including shares issuable upon exercise or conversion of outstanding options\nand convertible instruments and the related exercise and conversion prices, have been retroactively adjusted to give effect to the 1-for-5\nReverse Stock Split for all periods presented. Shares of the Company’s preferred stock were not affected by the Reverse Stock Split.

Heliospace designs, fabricates, assembles and tests space qualified\nhardware, including radar antennas for the NASA Europa Clipper mission, antennas for the SunRISE CubeSat constellation, and deployable\nsystems and sensors for numerous lunar landers and the Mars Sample Return program. Heliospace also provides systems engineering, integration\nand test, and mission formulation services, including support for the design, testing, and launch of the James Webb Space Telescope, formulation\nand design of the Roman Space Telescope, Habworlds Observatory, Mars Sample Return, and the Atmospheric Observing System.

Change-in-control Transaction

On October 3, 2022, Helio was incorporated in Florida, under the\n name Stirling Bridge Group, Inc. In May of 2023, the Company changed its name to Web3 Corporation. In January 2024, the Company\n acquired 100% of Heliospace’s common stock shares in exchange for 1,959,147 newly issued Common Stock Shares of the\n Company (the “Share Exchange”), and changed its name from Web3 Corporation to the Helio Corporation. The Company’s\n principal executive offices are located at 2448 Sixth Street, Berkeley, CA 94710. The transaction was accounted for as a\n recapitalization of Heliospace as Heliospace was deemed the accounting acquirer. The historical financial statements are that of\n Heliospace; therefore the pre-transaction financial statements are that of Heliospace. The transaction was effective on\n January 4, 2024 and combines the financial statements from the transaction date forward.

Liquidity

The Company has historically funded its working capital, research and\ndevelopment and capital expenditure requirements and other commitments (including debt service and repayment) from its operating cash\nflows, debt financing, and issuances of equity. The Company has historically experienced negative cash flows from operations and recurring\nnet losses.

In May and June 2025, the Company entered into an additional note payable\nagreement and a Receivables Sale Agreement to obtain additional funding (see Note 5). Additional financing or capital investment will\nbe necessary to sustain operations for one year from the issuance of these consolidated financial statements.

The Company is currently engaged in negotiations with prospective lenders\nregarding potential bridge financing arrangements, and potential investors for the purchase of convertible notes or equity investments.\nThese discussions are ongoing, and there can be no assurance that the Company will enter into definitive agreements or that any such financing\nwill be completed on favorable terms or at all.

F-7

If completed, the Company expects to use the net proceeds from investments\nand bridge financing to repay certain outstanding promissory notes and to support key operational initiatives. These include investments\nin research and development, expansion of sales, marketing, and business development activities, facility and infrastructure enhancements,\nmanufacturing improvements, and other general corporate purposes, including working capital and upgrades to the Company’s financial\nand contract management systems.

The Company will need to raise substantial additional capital to accomplish\nits business plan for the foreseeable future. There can be no assurance as to the availability, if any, or terms upon which such financing\nand capital might be available in the future. As of October 31, 2025, the Company had cash and cash equivalents of $7,305, a decrease\nof $544,247 from $551,552 as of October 31, 2024.

The Company has outstanding unsecured notes to certain related parties\nwith an aggregate outstanding principal balance of $1,336,613 as of October 31, 2025, the proceeds of which were used to meet working\ncapital and cash flow management needs. The notes bear interest at between 6.5% and 11.25% per annum. $841,613 of these\nnotes mature in the 2026 fiscal year, and the remaining $495,000 mature in the 2027 or 2028 fiscal years. Note that the terms\nof these related party transactions are not necessarily indicative of what third parties would agree to.

As of October 31, 2025, the Company has outstanding debt from unrelated\nparties pursuant to notes payable in the aggregate principal amount of $2,162,033. These notes bear interest at 9.75% and 50.00%\nand mature within the next two fiscal years. Certain of these notes were initially convertible but were amended to eliminate the conversion\nfeatures in consideration of the issuance by the Company and/or the transfer by certain shareholders of shares of the Company’s\ncommon stock (See Note 5). Interest on these notes either accrues or is paid quarterly or at maturity along with principal, as specifically\ndescribed in the note. Upon the occurrence and during the continuance of any default by the Company under any of the above notes, which\ndefault is not cured within fifteen (15) days following written notice of such default from the payee, the payee may declare the entire\nunpaid principal and unpaid interest immediately due and payable. Certain of these notes are secured by the Company’s accounts receivable,\nand by shares of common stock pledged by one of the Company’s shareholders. In addition, certain of these notes become due, and\nthe payees under certain of these notes have the right to accelerate their notes, upon the completion of an offering.

Because of historical and expected operating losses and net operating\ncash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for one year from the\nissuance of the consolidated financial statements. The consolidated financial statements have been prepared under the going concern basis\nof accounting. These consolidated financial statements do not include any adjustments that might be necessary from the outcome of this\nuncertainty.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying consolidated financial statements, which include the\naccounts of and its wholly owned subsidiary, HelioSpace, have been prepared in accordance with accounting principles generally accepted\nin the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).\nThe consolidated financial statements present the financial position, results of operations, and cash flows of the Company for the years\nended October 31, 2025 and 2024. The consolidated financial statements have been prepared on the accrual basis of accounting and are presented\nin U.S. dollars. The Company’s fiscal year ends on October 31.

Reclassification

In the preparation of the consolidated financial statements, the Company\nidentified a $50,000 amount previously classified as Notes payable was more appropriately classified as Notes payable – related\nparties within the consolidated balance sheet as of October 31, 2024. Upon evaluation, the Company determined that the impact of this\nreclassification was immaterial to the consolidated financial statements taken as a whole. The reclassification is reflected within the\nOctober 31, 2024 balances presented in the accompanying consolidated balance sheets, and was made to enhance comparability and transparency\nof the financial statements.

F-8

Cash and Cash Equivalents

For the purposes of the consolidated statements of cash flows, the\nCompany considers all highly liquid investments purchased with a maturity of three (3) months or less to be cash equivalents. The\nCompany has no cash equivalents as of October 31, 2025 and 2024.

Cash accounts are insured at the Federal Deposit Insurance Corporation\nlimits of $250,000 per bank. At times throughout the year, such bank balances may have exceeded the federally insured limit. As of\nOctober 31, 2025, there were no bank balances in excess of the federally insured limit.

Work In Progress

Work In Progress (WIP) tracks the costs incurred of a specific job\nthat has not reached a certain milestone achievement. This is the computed value of work performed to advance milestone(s) that have\nnot yet been billed and is used to track total job cost (billed and unbilled). Revenue of WIP is only recognized for specific milestones\nthat are distinct contractual performance obligations that provide identifiable benefits to the customer independently of other project\nphases.

Accounts Receivable, net

Accounts receivables are recorded at the amount the Company expects\nto collect on the balance outstanding at period-end. Management closely monitors outstanding balances during the year and allocates an\nallowance account if appropriate. The Company estimates and records a provision for its expected credit losses related to its financial\ninstruments, including its trade receivables and contract assets. The Company considers historical collection rates, the current financial\nstatus of its customers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses.\nForward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short\ntime to the expected receipt of accounts receivable, the Company believes that the carrying value, net of expected losses, approximates\nfair value and therefore, relies more on historical and current analysis of such financial instruments. Based on this analysis, the Company\nhas determined that no allowance for credit losses is necessary for the current or prior reporting periods.

As of October 31, 2025 and 2024, there was no amount recorded\nrelating to the allowance for credit losses. The Company writes off bad debts as they occur during the year, if applicable. Accounts receivable\nas of October 31, 2025 and 2024 was $489,426 and $1,390,202, respectively.

Property and Equipment, net

Property and equipment is stated at cost. Depreciation is computed\nprimarily using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance\nare charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed\nfrom the accounts, and any related gain or loss is reflected in the consolidated statements of operations during the period in which the\ndisposal occurred. The Company computes depreciation utilizing estimated useful lives, as stated below:

\n \n \n \n \n \n \n \n \n

Property and Equipment, net Categories		Estimated \nUseful Life
Furniture and equipment		10 Years

Management regularly reviews property and equipment for possible impairment.\nThis review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not\nbe recoverable. Based on management’s assessment, there were no indicators of impairment of the Company’s property and equipment\nas of October 31, 2025 or 2024, respectively.

F-9

Use of Estimates

The preparation of consolidated financial statements in conformity\nwith GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure\nof contingent assets and liabilities, if any at the date of the consolidated financial statements and the reported amounts of revenues\nand expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Fair Value Measurements

Accounting Standards Codification (“ASC”) 820 Fair\nValue Measurements defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosure about\nfair value measurements.

The following provides an analysis of financial instruments that are\nmeasured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

\n \n \n \n \n \n \n \n \n \n

Level 1 —	fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);
Level 2 —	fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 —	fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair value estimates discussed herein are based upon certain market\nassumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial\ninstruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include\ncash, short-term notes payable, accounts payable and accrued expenses. The carrying value of long-term debt approximates fair\nvalue, as the variable interest rates approximate current market rates.

The following table represents the Company’s assets and liabilities\nby level measured at fair value on a recurring basis at October 31, 2025 and 2024.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

October 31, 2025

October 31, 2023

Description

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

Liabilities

Derivative liability

–

39,543

–

Revenue Recognition

The Company records revenue based on a five-step model in accordance\nwith the Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers, which\nrequires the following:

\n\n\n\n\n\n\n\n\n

	1.	Identify the contract with a customer.
	2.	Identify the performance obligations in the contract.
	3.	Determine the transaction price of the contract.
	4.	Allocate the transaction price to the performance obligations in the contract.
	5.	Recognize revenue when the performance obligations are met or delivered.

The Company’s operating revenues are primarily generated from\nservice fees, engineering fees, and materials fees. The Company uses two different types of contracts which are deliverable based or time\nbased. The Company recognizes revenue related to services when performance obligations are fulfilled.

F-10

Design service contracts deliver system engineering inputs including\ndesigns, analyses, test and verification plans, and mission formulation architectures on a continual basis over the course of a contract.\nCustomer work is based on distinct identifiable contracts with clear performance obligations, objectives, and pricing. Service revenue\ncontract types are either Time & Materials (T&M) or Purchase Order (PO) contracts. Time & Materials contracts meet\nperformance obligations continuously and are billed with revenue recognized at each invoice. PO contracts are billed at fulfillment of\na performance obligation based on the customer agreements, and thus revenue is recognized when earned.

Engineering services deliver both space qualified hardware and accompanying\nanalyses, and are conducted under Cost-type, Fixed price, PO, and T&M contracts. Cost-type and T&M Engineering contracts\nare billed monthly as work is completed and revenue is recognized. Revenue for fixed price contracts including purchase orders that specify\npriced milestones for delivery of hardware, reports, or analyses is recognized upon completion of a specific milestone. Revenue on fixed\nprice contracts that are still in progress at month end are otherwise recognized on the percentage-of-completion method, measured by the\npercentage of total costs incurred to date to the estimated total costs for each contract.

Income Taxes

The Company accounts for income taxes under the provisions of ASC\n740 Accounting for Income Taxes, which requires a company to first determine whether it is more likely than not\n(which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as\nof the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant\ninformation. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of\nbenefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

Deferred income taxes are recognized for the tax consequences related\nto temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for\ntax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are\nexpected to affect taxable income. Deferred income taxes are also recognized for carry-forward losses which can be utilized to offset\nfuture taxable income. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more\nlikely than not that all, or some portion, of the net deferred tax assets will not be realized. The Company evaluates its valuation allowance\nrequirements based on projected future operations. When circumstances change and cause a change in management’s judgment about the\nrecoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income. Income tax expense is\ncomprised of the sum of current income tax plus the change in deferred tax assets and liabilities.

Earnings (loss) Per Share

Basic net (loss) income per common share is computed by dividing net\n(loss) income by the weighted average number of vested common shares outstanding during the period. Diluted net (loss) income per common\nshare is computed by dividing net (loss) income by the weighted average number of outstanding common shares, plus the net impact of common\nshares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses\nare reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion\nwould be anti-dilutive. As of October 31, 2025 and 2024, the Company excluded the common stock equivalents summarized below, which\nentitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect\nwould have been anti-dilutive.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	October 31,
	2025		2024
Stock options		350,194		284,461
Convertible notes payable		78,743		–
Total common stock equivalents		428,937		284,461

F-11

Leases

The Company accounts for leases based on ASC Topic 842, Leases. Based\non this standard, the Company determines if an agreement is a lease at inception. Operating leases are included in right-of-use asset,\ncurrent operating lease obligations, and operating lease obligations, in the Company’s consolidated balance sheets. Finance leases\nare included in property and equipment, net, current portion of long-term debt, net and long-term debt, less current portion,\nand debt issuance costs in the Company’s consolidated balance sheets.

As permitted under Accounting Standards Updated (“ASU”) 2016-02 Leases (Topic\n842) the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short term\nleases (leases with a lease term 12 months or less that do not include an option to purchase the underlying asset that\nthe lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis\nover the lease term.

Research and Development

Research and development costs are expensed as incurred. These costs\ninclude, but are not limited to, employee related expenses, including salaries, benefits and stock-based compensation of research and\ndevelopment personnel, supplies; facilities, depreciation and other expenses, which include direct and allocated expenses for rent, utilities\nand insurance. During the years ended October 31, 2025 and 2024, the company recorded $215,088 and $325,381 in research\nand development costs, respectively, which is categorized in the general and administrative expense section of the consolidated statements\nof operations.

Stock based-Based Compensation

The Company accounts for equity instruments issued to employees in\naccordance with the provisions of ASC 718, Stock Compensation. The computation of the expense associated with stock-based compensation\nrequires the use of a valuation model. The Company currently obtains valuation reports according to FASB ASC Topic 718 — Stock\nCompensation (“ASC 718”). Equity-based compensation consists solely of stock option awards, including Incentivized\nStock Options (ISOs) and Non-Qualified Stock Options (NSOs), whose exercise prices are determined by the 409A valuation reports.\nCompensation expense is recognized ratably over the vesting period as the employee provides services. See Note 8 – Stock Options\nfor additional information.

Benefit Plan

From November 1, 2024 through July 31, 2025 the Company offered a 401(k) plan,\nin which employees were eligible to participate in the plan on the first day of the month following the date of hire. Under the plan\nemployees may defer up to $23,500 for 2025 and $23,000 for 2024. The Company was required to contribute on behalf of each eligible\nparticipating employee, matching 100% of the participants deferral not to exceed 4% of employee compensation. Employees will\nshare in the matching contribution regardless of the amount of service completed during the plan year. Employees will become 100%\nvested in the employer matching contributions after six years of service. Subsequent to July 31^st 2025 the company\nseparated from its payroll and benefits provider, temporarily taking these functions in-house. In the year ended October 31, 2025, the\nbenefit contribution was $246,737. In the year ended October 31, 2024, the benefit contribution was $271,402. Benefit contributions are\nincluded within general and administrative expenses in the consolidated statements of operations.

Subsequent Events

The Company evaluates events and transactions that occur after the\nconsolidated balance sheet date through the date the consolidated financial statements are issued or available for issuance, to determine\nwhether they should be recognized or disclosed in the consolidated financial statements.

F-12

Recently Issued Accounting Pronouncements

The Company does not believe that there are any new accounting pronouncements\nthat have been issued that might have a material impact on its financial position or results of operations.

NOTE 3: PROPERTY AND EQUIPMENT

The major classifications of property and equipment are summarized\nas follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	October 31, 2025			October 31, 2024
Property and equipment	$	465,091			$	465,091
Less accumulated depreciation		(400,365	)			(377,702	)
Property and equipment, net	$	64,726			$	87,389

Depreciation expense for each of the years ended October 31, 2025 and\n2024 was $22,663.

NOTE 4: NOTES PAYABLE – RELATED PARTIES

Between April 2022 and September 2025, certain related parties,\nincluding the Company’s Chief Executive Officer and Director and its Chief Engineer and Director, made various loans to the Company.\nThe balance at October 31, 2025 and October 31, 2024 was $1,336,613 and $602,877, respectively. The loans’ terms are between 5 and 36 months and\nare classified as current and non-current liabilities on the consolidated balance sheets with 6.50% to 11.25% interest\nper annum. All unpaid principal, accrued interest, and other amounts owing under the above notes are paid at maturity. These notes are\ncollateralized with the Company receivables and other assets.

Included within the notes payable – related parties balance is a\nconvertible note agreement entered on March 18, 2024 for $50,000. The convertible note was scheduled to mature on March 18,\n2026 and carries an interest rate of 9.75% per annum. The principal and prior accrued interest of the note was convertible into\nshares of the Company’s common stock at $10.00 per share (post-split). On October 31, 2024, the Company amended the agreement\nwith the holder of the note to change its maturity to the earlier of the date that the Company lists its securities on a national stock\nexchange or March 31, 2025 and eliminated the conversion feature of the note. Interest on the note accrues and is paid at maturity\nalong with principal, as specifically described in the note. Interest on the note accrues and is paid at maturity along with principal,\nas specifically described in the note. The loan incurred interest expense of $4,895 and $203 for the years ended October 31,\n2025 and 2024, respectively. Accrued interest as of October 31, 2025 and 2024 is $5,098 and $203, respectively, which was accrued\non the consolidated balance sheets within the Accounts payable and accrued expenses line item. On April 25, 2025, the Company executed\nan extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange\nor June 30, 2025. The note has recently been extended to December 31, 2025. However, the note is considered in default as of the date\nof this report. The terms of the amended note were not substantially different than the original and therefore did not result in an extinguishment\nof the original note.

On April 16, 2025, the Company issued an unsecured promissory note in the\nprincipal amount of $150,000 to Indicia Capital, LLC. The note bears interest at a rate of 9.75% per annum and matures on the\nearlier of (i) 180 days from the date of issuance or (ii) the date the Company receives at least $1,000,000 in new financing. In\nconnection with the issuance of the note, the Chief Executive Officer and Director transferred 3,000 shares of the Company’s\ncommon stock to Indicia Capital as additional consideration to enter the loan. James Byrd, who serves as a co-manager and holds a 50%\nmembership interest in Indicia Capital, was the original organizer of the Company by virtue of having founded the Company in October 2022.\nAccordingly, the transaction is considered a related party transaction. The loan incurred interest expense of $7,934 for the year\nended October 31, 2025. Accrued interest as of October 31, 2025 is $7,934, which was accrued on the consolidated balance sheet as of October\n31, 2025 within the Accounts payable and accrued expenses line item.

F-13

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	October 31, 2025		October 31, 2024
Notes payable – related parties, current portion	$	841,613		$	420,000
Notes payable – related parties, non-current portion		495,000			182,877
Total notes payable – related parties	$	1,336,613		$	602,877

The aggregate maturity on the notes payable – related parties\nas of October 31, 2025, are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

On Demand	$	558,736
2026		282,877
2027		110,000
2028		385,000
		1,336,613
Less current portion		(841,613	)
Notes payable – related parties, non-current portion	$	495,000

NOTE 5: NOTES PAYABLE

On March 12, 2024, the Company executed a note payable agreement\nfor $150,000. The note originally matured on March 12, 2025 and carries an interest rate of 12% per annum. On April\n25, 2025, the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing\non a national stock exchange or June 30, 2025. The note has recently been extended to December 31, 2025. However, the note is considered\nin default as of the date of this report. Interest on the note accrues and is paid at maturity along with principal, as specifically described\nin the note. The loan incurred interest expense of $18,074 for the year ended October 31, 2025. The loan incurred interest expense\nof $10,500 for the year ended October 31, 2024. Accrued interest as of October 31, 2025 and October 31, 2024 is $29,456 and\n$10,500, respectively, which was accrued on the consolidated balance sheets within the Accounts payable and accrued expenses line item.

On June 20, 2024, the Company executed a convertible note payable agreement\nfor $450,000 with a venture capital fund. The convertible note matures on June 20, 2026 and carries an interest rate of 9.75%\nper annum. The principal and prior accrued interest of the note were convertible into shares of the Company’s common stock at $10.00 per\nshare (post-split). On October 7, 2024, $50,000 of the note payable was assigned to an unrelated holder, which became the note entered\ninto on March 19, 2024 described in Note 4. On October 31, 2024, the Company amended the agreement with the holder of the $50,000 note\nto change its maturity to the earlier of the Company listing on a national stock exchange or March 31, 2025 and eliminated the conversion\nfeature of the note. On October 17, 2024, the Company amended the agreement with the holder of the $400,000 note, which eliminated\nthe conversion feature and advanced the date of the loan to November 5, 2025. Interest on the notes is paid quarterly or accrued and is\nto be repaid at maturity along with principal, as specifically described in the notes. The Company accounted for the amendment as an extinguishment\nof debt and recorded a loss of $8,100 on the consolidated statements of operations for the year ended October 31, 2024. The $400,000 loans\nincurred $39,160 and $16,250 of interest expense for the years ended October 31, 2025 and 2024, respectively. Accrued interest\nas of October 31, 2025 and 2024 is $3,312 and $16,250, which was accrued on the consolidated balance sheets within the Accounts payable\nand accrued expenses line item. The $50,000 loan incurred $4,895 and $4,875 of interest expense for the years ended October\n31, 2025 and 2024, respectively. Accrued interest as of October 31, 2025 and 2024 is $7,900 and $4,875 which was accrued on\nthe consolidated balance sheets within the Accounts payable and accrued expenses line item. On April 25, 2025, the Company executed a\nloan amendment for an extension of the maturity date of the $50,000 portion of the note payable until the earlier of the date the\nCompany is able to achieve a listing on a national stock exchange or June 30, 2025. The note has recently been extended to December 31,\n2025. However, the note is considered in default as of the date of this report. The terms of the amended note were not substantially different\nthan the original and therefore did not result in an extinguishment of the original note. On July 2, 2025, the Company entered into separate\nStockholder Pledge Agreement with the holder of $400,000 of the above notes with the Company’s former director and executive\nofficer and Chief Operating Officer to secure the Company’s obligations. Pursuant to the Pledge Agreements, each Pledgor pledged 200,000 shares\nof the Company’s common stock as collateral (post-split). The Pledge Agreements require the pledged shares to maintain a collateral\ncoverage ratio equal to 400% of the outstanding principal amount of the Notes, based on a $20.00 per share valuation (post-split).\nIf the Secured Party delivers a collateral call notice due to a decline in the value of the pledged shares or a dilution event, the Pledgors\nor the Company are required to provide additional shares. Failure to do so may constitute an event of default under the Notes.

F-14

On July 31, 2024, the Company issued a convertible note payable agreement\nfor $250,000. The convertible note matures on October 31, 2025 and carries an interest rate of 13% per annum. The principal\nand prior accrued interest of the note was convertible into shares of the Company’s common stock at a price per share equal to a 30%\ndiscount per share of the final per-share price of a planned public offering. Subsequent to the issuance of the convertible note\nthe Company amended the agreement with the holder which eliminated the conversion feature, changed the interest rate to 9.75% per\nannum, increased the principal of the note to $500,000, and extended the maturity date of the loan to November 5, 2025. Interest\non the note either is paid quarterly or accrues and is paid at maturity along with principal, as specifically described in the note. Due\nto the elimination of the conversion feature the Company accounted for the amendment as a significant change resulting in an extinguishment\nof debt and recorded a loss of $15,750 on the consolidated statements of operations for the year ended October 31, 2024. The loan\nincurred interest expense of $47,856 for the year ended October 31, 2025. The loan incurred interest expense of $7,786 for the\nyear ended October 31, 2024. Accrued interest as of October 31, 2025 and 2024 is $3,602 and $7,786, respectively, which was accrued\non the consolidated balance sheets within the Accounts payable and accrued expenses line item. During the year ended October 31, 2025,\nthe Company repaid $65,000 in principal and $52,780 in interest. On July 2, 2025, the Company entered into separate Stockholder\nPledge Agreement with the holder of the above note with the Company’s former director and executive officer and Chief Operating\nOfficer to secure the Company’s obligations. Pursuant to the Pledge Agreements, each Pledgor pledged 200,000 shares of\nthe Company’s common stock as collateral (post-split). The Pledge Agreements require the pledged shares to maintain a collateral\ncoverage ratio equal to 400% of the outstanding principal amount of the Notes, based on a $20.00 per share valuation (post-split).\nIf the Secured Party delivers a collateral call notice due to a decline in the value of the pledged shares or a dilution event, the Pledgors\nor the Company are required to provide additional shares. Failure to do so may constitute an event of default under the Notes.

On July 31, 2024, the Company executed a convertible note payable agreement\nfor $250,000. The convertible note matures on May 1, 2025 and carries an interest rate of 13% per annum. The principal\nand prior accrued interest of the note was convertible into shares of the Company’s common stock at $10.00 per share (post-split).\nThe Company may not prepay the note within the first 180 days of the note date. Subsequent to the issuance of the convertible note the\nCompany amended the agreement with the holder which eliminated the conversion feature, changed the interest rate to 9.75% per annum,\nand extended the maturity date of the loan to November 5, 2025. Interest on the note either accrues or is paid quarterly or at maturity\nalong with principal, as specifically described in the note. The Company accounted for the amendment as an extinguishment of debt and\nrecorded a loss of $4,500 on the consolidated statements of operations for the year ended October 31, 2024. The loan incurred interest\nexpense of $24,475 the year ended October 31, 2025. The loan incurred interest expense of $7,786 the year ended October 31,\n2024. Accrued interest as of October 31, 2025 and October 31, 2024 is $2,070 and $7,786, respectively, which was accrued on the consolidated\nbalance sheets within the Accounts payable and accrued expenses line item. During the year ended October 31, 2025, the Company repaid\n$29,539 in interest.

On January 9, 2025, the Company executed a note payable agreement for\n$50,000. The note matures on January 9, 2027 and carries an interest rate of 9.75% per annum. The Company may not prepay\nthe note within the first 180 days of the note date. Interest on the note accrues and is paid at maturity along with principal, as specifically\ndescribed in the note. The loan incurred interest expense of $4,895 for the year ended October 31, 2025. Accrued interest as of October\n31, 2025 is $3,951, which was accrued on the consolidated balance sheet as of October 31, 2025 within the Accounts payable and accrued\nexpenses line item.

On February 3, 2025, the Company executed a note payable agreement\nfor $100,000. The note matures on February 9, 2027 and carries an interest rate of 9.75% per annum. Interest on the note\naccrues and is paid at maturity along with principal, as specifically described in the note. The loan incurred interest expense of $7,353 for\nthe year ended October 31, 2025. Accrued interest as of October 31, 2025 is $7,246, which was accrued on the consolidated balance sheet\nas of October 31, 2025 within the Accounts payable and accrued expenses line item.

On May 19, 2025, the Company obtained a short-term loan, which totaled\n$ 250,000, from a single lender to fund operations. This loan included origination fees totaling $ 7,500 for net proceeds\nof $ 242,500. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible\npersonal property. Payments are expected on a weekly basis for 52 weeks. The Company is expected to repay an aggregate of $311,000 to\nthe lender over the nominal term. The repayment amount decreases for earlier payoff dates. The loan incurred interest expense of $40,516 for\nthe year ended October 31, 2025. Accrued interest as of October 31, 2025 is $13,535.

F-15

On June 8, 2025, the Company entered into a Receivables Sale Agreement\npursuant to which the Company sold receivables totaling $192,000 to a third party for $150,000 from which fees of $2,000 were\ndeducted for net proceeds of $148,000. The purchasers right to receive remittances under this agreement is contingent upon the Company’s\nreceipt of the receivables. The expected repayment is approximately $3,700 based on 3.27% of the Company estimated sales revenue.\nThe estimated term is 1 year. The agreement is guaranteed by certain officers and directors of the Company. The loan incurred\ninterest expense of $16,154 for the year ended October 31, 2025. Accrued interest as of October 31, 2025 is $0.

On September 18, 2025, the Company obtained a short-term loan, which\ntotaled $ 63,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company,\nand (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 30 weeks. The Company is\nexpected to repay an aggregate of $91,980 to the lender over the nominal term. The repayment amount decreases for earlier payoff\ndates. The loan incurred interest expense of $5,796 for the year ended October 31, 2025. Accrued interest as of October 31, 2025\nis $0.

On September 30, 2025, the Company obtained a short-term loan, which\ntotaled $ 60,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company,\nand (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 18 weeks. The Company is\nexpected to repay an aggregate of $89,940 to the lender over the nominal term. The repayment amount decreases for earlier payoff\ndates. The loan incurred interest expense of $6,653 for the year ended October 31, 2025. Accrued interest as of October 31, 2025\nis $0.

On September 30, 2025, the Company obtained a short-term loan, which\ntotaled $ 80,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company,\nand (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 24 weeks. The Company is\nexpected to repay an aggregate of $120,000 to the lender over the nominal term. The repayment amount decreases for earlier payoff\ndates. The loan incurred interest expense of $6,667 for the year ended October 31, 2025. Accrued interest as of October 31, 2025\nis $1,667. The Company evaluated the Receivables Sale Agreement to determine if it meets the definition of a contract liability under\nASC 606 or if it meets the definition of debt under ASC 470, Debt. The contract meets the definition of debt as there is no obligation\nto perform services and the instrument is to be repaid with cash.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	October 31, 2025		October 31, 2024
Notes payable, current	$	1,737,034		$	200,000
Notes payable, less current portion		150,000			1,150,000
Total notes payable	$	1,887,034		$	1,350,000

The aggregate maturity on the notes payable as of October 31, 2025,\nare as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

2026	$	1,737,034
2027		150,000
		1,887,034
Less current portion		(1,737,034	)
Notes payable, non-current portion	$	150,000

F-16

NOTE 6: CONVERTIBLE NOTES PAYABLE

On August 26, 2025, the Company executed a note\n payable agreement for $275,000 from which $75,000 in fees were deducted for net proceeds of $200,000. The note matures on\n August 26, 2026 and carries an interest rate of 10% per annum. Interest on the note accrues and is paid at maturity along with\n principal, as specifically described in the note. In addition, the Company issued 5,000 unregistered shares of its common stock\n (the “Commitment Shares”) (post-split), to the Buyer as additional consideration. The Note is convertible, upon certain\n events of default or missed payments, into shares of the Company’s common stock at a price equal to 90% of the lowest\n closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a\n beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice). The loan\n incurred interest expense of $4,973 for the year ended October 31, 2025. Accrued interest as of October 31, 2025 is $4,973,\n which was accrued on the consolidated balance sheet as of October 31, 2025 within the Accounts payable and accrued expenses line\n item. During the year ended October 31, 2025, the Company recorded $8,188 in debt discount amortization related to the note. As\n of October 31, 2025, the carrying value of the note amounted to $197,798, which is $275,000 less $77,202 in unamortized\n discount.

NOTE 7 – DERIVATIVE FINANCIAL INSTRUMENTS

Embedded derivatives

The Company’s convertible promissory note dated August 26, 2025\ngave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related\nto the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion\noption.

The following tables summarize the components of the Company’s\nderivative liabilities and linked common shares as of October 31, 2025 and the amounts that were reflected in income related to derivatives\nfor the period ended:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	October 31, 2025
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivatives		78,743		$	39,543
Total		78,743		$	39,543

The following table summarizes the effects on the Company’s gain\n(loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the years ended October\n31, 2025 and 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Years Ended
	October 31, 2025		October 31, 2024
Embedded derivatives	$	4,344		$	–
Loss on issuance of derivative		–			–
Total gain (loss)	$	4,344		$	–

F-17

Current accounting principles that are provided in ASC 815 - Derivatives\nand Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded\nin income. The Company has selected the Monte Carlo Simulation Model, which approximates the Monte Carlo Simulations, valuation technique\nto fair value the embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges\nof assumption inputs, that market participants would likely consider in transactions involving embedded derivatives. Such assumptions\ninclude, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs\nfor option models such as market trading volatility and risk-free rates. The Monte Carlo Simulation Model technique is a level three valuation\ntechnique because it requires the development of significant internal assumptions in addition to observable market indicators. For instruments\nin which the time to expiration has expired, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the\ndifference between the quoted market price on the valuation date and the applicable conversion price.

Significant range of inputs and results arising from the Monte Carlo\nSimulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in\nliabilities:

	Inception Date			Period Ended
	August 26, 2025 Note			October 31, 2025
Underlying price on valuation date	$	0.79 - 1.03			$	0.79 - 1.03
Effective contractual conversion rates	$	0.68 - 0.88			$	0.68 - 0.88
Contractual term to maturity		0.50 - 1.00 years				0.32 - 0.82 years
Market volatility:
Volatility		24.69 - 26.90%				20.23 - 25.29%
Risk-adjusted interest rate		3.85 - 4.06%	\n			3.70 - 3.89%

The following table reflects the issuances of embedded derivatives\nand changes in fair value inputs and assumptions related to the embedded derivatives as of October 31, 2025 and 2024.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	October 31, 2025			October 31, 2024
Balances at beginning of period	$	–			$	–
Issuances:
Embedded derivatives		43,887				–
Gain on extinguishment of debt		–				–
Changes in fair value inputs and assumptions reflected in income		(4,344	)			–
Balances at end of period	$	39,543			$	–

NOTE 8: STOCK OPTIONS

The 2018 Equity Incentive Plan was approved by the Board of Directors\non July 1, 2018 and the Company amended the equity plan on December 17, 2023. In conjunction with the recapitalization and effective\nJanuary 3, 2024, the Company adopted the Heliospace 2018 Equity Plan as the Company’s Plan (“Equity Plan”). On\nAugust 19, 2025, the Company adopted the Helio Corporation 2025 Equity Incentive Plan (the “2025 Plan”), which was also approved\nby the Company’s stockholders on August 19, 2025. The 2025 Plan is intended to assist the Company in recruiting and retaining employees,\nofficers, directors, and consultants, and to provide incentives tied to increases in the value of the Company’s equity. Unless terminated\nearlier by the Board, the 2025 Plan will terminate on August 19, 2035, and no awards may be granted after that date.

F-18

The Equity Plan limits the shares of common stock\nauthorized to be awarded as stock awards to 476,470 shares as of October 31, 2025 and October 31, 2024, respectively, each\nas retroactively adjusted for the 1-for-5 Reverse Stock Split. Employees are provided stock options vesting over a period of four years\nwith a one-year cliff. After one year, 25% of the award size vests followed by 1/48^th of the award size\nfor each month thereafter. On a case-by-case basis, options have been granted outright with no vest period.

Due to the change-in-control transaction described\nin Note 1, there was a recapitalization for which the Company’s stock options were adjusted for the new capital structure. The Company\nadjusted each of the granted options a 0.612 factor.

During the years ended October 31, 2025 and 2024,\nthere were 95,668 and 47,998 stock options granted, respectively, each as retroactively adjusted for the 1-for-5 Reverse Stock Split.

The grant date fair value was calculated using the Black-Scholes option\npricing model using the following weighted average inputs:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Risk free interest rate			3.88%
Expected term (years)			4.63
Expected volatility			60.10%
Expected dividends			0.00%

	Number of Shares			Weighted Average Exercise Price ($)			Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value

Balance as of October 31, 2023		400,827			$	0.40		7.56	$	140,289
Recapitalization of options		(155,448	)			–		–		–
Issued		47,998				0.75		4.15		1,163,951
Canceled		(8,915	)			–		–		(219,319	)
Exercised		–				–		–		–
Balance as of October 31, 2024		284,461			$	0.45		7.27	$	6,980,951
Issued		65,729			$	9.50		10.00		–
Canceled		–				–		–		–
Exercised		–				–		–		–
Balance as of October 31, 2025		350,194			$	2.15		6.73	$	438,197
Exercisable as of October 31, 2025		319,924			$	2.30		6.64	$	395,743

Stock-based compensation from stock awards\nfor the year ended October 31, 2025 and 2024 was $431,005 and $196,437, respectively. As of October 31, 2025 and 2024,\nthere remained $110,981 and $272,482 of unrecognized stock-based compensation from stock option awards, respectively.\nAs of October 31, 2025, there were 319,924 shares of common stock related to stock option grants that were vested\nand 30,270 stock option grants that were unvested. As of October 31, 2024, there were 221,101 shares of common\nstock related to stock option grants that were vested and 63,360 stock option grants that were unvested. All share amounts\nhave been retroactively adjusted for the 1-for-5 Reverse Stock Split.

The fair value of the stock was determined using observable inputs\n(level 2 fair value measurement) with a market approach technique. The main input for the common stock fair value was the price of the\nCompany’s common stock as of the date of the grant.

F-19

NOTE 9: LEASES

The Company leases its office and manufacturing facility with both\nclassified as operating leases. The Company recognized right of use assets and lease liabilities pursuant to these leases. Leases with\nan initial term of 12 months or less or leases that are immaterial are not included on the consolidated balance sheets. The\nlease liability was calculated at the commencement date of each lease by discounting the future payments using the Company’s incremental\nborrowing rate of 10%.

In addition, the Company is a lessee under four leases with an initial\nterm of 12 months or less. These leases combine for approximately $47,000 and $126,000 of lease expense for the years\nending October 31, 2025 and 2024, respectively.

The lease for the manufacturing facility commenced on June 1,\n2022 and has a term of five years. For the first year the monthly lease payments were $36,000. The monthly lease payments are subject\nto an annual increase of 3%.

The office lease commenced on September 1, 2023 and has a term\nof two years. The rent is fixed at $3,909 for the term of the lease. This lease expired on August 1, 2025 and was not renewed.

Right-of-use asset is summarized below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	October 31, 2025			October 31, 2024
Office lease	$	1,788,571			$	1,873,282
Less: accumulated amortization		(1,222,210	)			(913,905	)
Right-of-use asset, net	$	566,361			$	959,377

Operating lease liability is summarized below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	October 31, 2025			October 31, 2024
Office lease	$	701,275			$	1,111,847
Less: current portion		(477,956	)			(503,124	)
Long term portion	$	223,319			$	608,723

Future minimum lease payments required under operating leases on an\nundiscounted cash flow basis as of October 31, 2025 were as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

2026	$	477,956
2027		283,626
Total future minimum lease payments		761,582
Less imputed interest		(60,307	)
Total operating lease liability	$	701,275

The Company recognized rent expense pursuant to these leases on the\nstraight-line basis in accordance with the guidance in ASC 842. The Company recognized rent expense of $393,016 and $400,075 for\nthe years ended October 31, 2025 and 2024, related to these leases, which is included within facilities expense on the consolidated\nstatements of operations.

F-20

NOTE 10: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is not presently a party to any legal proceedings, the\nresolution of which the Company believes would have a material adverse effect on its business, financial condition, operating results,\nor cash flows. However, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages,\nand excessive verdicts can result from litigation, and as such, could result in a material adverse impact on its business, financial position,\nresults of operations, and/or cash flows.

NOTE 11: INCOME TAXES

There was no income tax expense reflected in the results\nof operations for the years ended October 31, 2025 and 2024, because the Company carried forward net losses for tax purposes.

The following table reconciles the U.S. statutory rates to the Company’s\neffective tax rate for the years ended October 31, 2025 and 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	October 31, 2025			October 31, 2024
Federal income taxes at statutory rate		21.00%			21.00%
State income taxes at statutory rate		7.12%			9.76%
Change in valuation allowance		(26.62%	)		(26.62%	)
Other		(1.51%	)		(1.51%	)
Totals		–			–%

Deferred tax assets as of October 31, 2025 and October 31, 2024 consist\nof the following components:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	October 31, 2025			October 31, 2024
Deferred tax assets	$	–			$	–
Net operating loss carryforwards		1,405,286				520,874
Stock based compensation		175,581				54,970
ROU Liabilities		36,877				(159,339	)
Other		210				210
Total deferred tax asset		1,617,954				416,715
Valuation allowance		(1,605,655	)			(613,609	)
Deferred tax assets, net		12,299				–
Deferred tax liabilities		–				(196,894	)
ROU Assets		(1,527	)			214,006
Depreciation		(10,772	)			(17,113	)
Net deferred tax assets	$	–			$	–

F-21

The Company has net operating loss carry forwards available to offset\nfuture taxable income. Current tax laws limit the Company’s ability to utilize these carryforwards. Because the Company’s\nrealization of the deferred tax assets is not certain, the Company fully offset the deferred tax assets resulting from these carryforwards\nwith a valuation allowance. The Company has approximately $1,180,000 of federal and state net operating loss carrying forwards to\noffset future federal taxable income as of October 31, 2025.

The Company recognizes uncertain tax positions taken when filing its\ntax returns if it is more likely than not that the tax authorities will not uphold the position based on current tax law. As of October\n31, 2025, the company has not identified any uncertain tax positions.

NOTE 12: CLIENT CONCENTRATIONS

Four customers accounted for 98% of the\nCompany’s outstanding receivables on October 31, 2025 and four customers accounted for 90% of the Company’s\noutstanding receivables on October 31, 2024. The table below summarizes the accounts receivable concentrations by customer as\nof October 31, 2025, and October 31, 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Accounts Receivable Concentration
	October 31,		October 31
Company	2025		2024
A		45%		27%
B		31%		23%
C		17%		21%
D		6%		20%
		98%		90%

For the years ended October 31, 2025 and 2024, the Company’s\nrevenue was concentrated amongst eleven and eight customers, respectively. For the years ended October 31, 2025, 75%\nof all revenue was obtained from government sources either as a direct contractor or subcontractor, with the remaining 25% of revenue\nfrom private customers. For the years ended October 31, 2024, 75% of all revenue was obtained from government sources either as a\ndirect contractor or subcontractor, with the remaining 25% of revenue from private customers.

NOTE 13: SEGMENT INFORMATION

The Company conducts its business activities and reports financial\nresults as one business segment. The presentation of financial results as one reportable segment is consistent\nwith the way the Company operates its business and is consistent with the manner in which the Chief Operating Decision Maker (“CODM”)\nevaluates performance and makes resource and operating decisions for the business. The Company’s CODM is the Chief Executive\nOfficer. Furthermore, the Company notes that monitoring financial results as one reportable segment helps the CODM manage\ncosts on a consolidated basis, consistent with the integrated nature of the operations. The CODM uses net loss, as reported on the Consolidated\nStatements of Operations, in evaluating the performance of the Company and determining how to allocate resources of the Company as a whole.\nAs the CODM evaluates performance on a consolidated basis, all required financial segment information is included in the consolidated\nfinancial statements.

F-22

NOTE 14: SUBSEQUENT EVENTS

In preparing these consolidated financial statements, management has\nevaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Such\nevents or transactions are described below as of the date these consolidated financial statements were issued.

The following subsequent events occurred after\nOctober 31, 2025, and prior to the filing of this Annual Report on Form 10-K.

Debt Exchange with Related Parties

On December 2, 2025, the Company entered into exchange agreements with\nGregory T. Delory, the Company’s then Chief Executive Officer and Chairman of the Board, and Paul S. Turin, the Company’s\nChief Engineer and a member of the Board of Directors (collectively, the “Exchange Agreements”).

Pursuant to the Exchange Agreement with Mr. Delory, promissory notes held\nby Mr. Delory in an aggregate outstanding amount of $315,188, consisting of $288,281 in principal and $26,908 in accrued and\npayable interest, were cancelled in exchange for 440,912 shares of the Company’s common stock.

Pursuant to the Exchange Agreement with Mr. Turin, promissory notes held\nby Mr. Turin in an aggregate outstanding amount of $742,577, consisting of $680,773 in principal and $61,804 in accrued and\npayable interest, were cancelled in exchange for 1,038,780 shares of the Company’s common stock.

The number of shares issued under the Exchange Agreements was calculated\nusing a conversion price of $0.714855 per share, representing the volume-weighted average price of the Company’s common stock\nfor the twenty (20) trading days preceding the date of the Exchange Agreements, as reported by OTC Markets Group.

The Exchange Agreements were approved by the Company’s Board\nof Directors. The Company believes that the terms of the exchanges were fair and reasonable and no less favorable to the Company than\ncould have been obtained from an unaffiliated third party under similar circumstances.

Management and Board Appointments

Appointment of Chief Executive Officer and Chairman (January 5,\n2026).

On January 5, 2026, the Company appointed Edward Cabrera as Chief\n Executive Officer and Chairman of the Board, replacing Gregory T. Delory, who transitioned to the role of Chief Technology Officer\n and remains a member of the Board. In connection with Mr. Cabrera’s appointment, the Company entered into an executive\n agreement and issued 600,000 shares of common stock valued at $1,349,700 as compensation. Mr. Cabrera will receive\n an annual base salary of $1, unless and until the Board determines otherwise.

Appointment of Manager of Investor Relations (January 5, 2026).

On January 5, 2026, the Company entered into\nan employment agreement with Edward W. Cabrera pursuant to which he serves as the Company’s Manager of Investor Relations. In\nconnection with the agreement, the Company issued shares of common stock as compensation for services. The employment agreement and\nissuance of 250,000 shares valued at $562,375 were approved by the Company’s Board of Directors. Mr. Cabrera is the\nson of Edward Cabrera, the Company’s Chief Executive Officer and Chairman of the Board. See “Related Party\nTransactions.”

F-23

Appointment of Chief Financial Officer (January 19, 2026).

On January 19, 2026, the Company appointed Mark Knauf as Chief Financial\nOfficer. In connection with his appointment, the Company entered into an executive employment agreement providing for equity-based compensation,\nsubject to vesting, and a cash salary payable only upon the Company achieving specified fundraising milestones.

Board Appointments (January 21 and January 26, 2026).

On January 21, 2026 and January 26, 2026, the Company appointed Vikas\n“Vik” Parti, Mario Martinez, and Bruce T. Campbell to its Board of Directors. Mr. Martinez was appointed Chairman of the Audit\nCommittee, Mr. Campbell was appointed Chairman of the Compensation Committee, and Mr. Parti was appointed Chairman of Intellectual Property.

Financings

Issuance of Bridge and Convertible Notes (December 19, 2025).

On December 19, 2025, the Company entered into purchase agreements\nwith institutional investors pursuant to which it issued unsecured bridge notes and an unsecured convertible promissory note for aggregate\ngross proceeds of approximately $250,000, reflecting original issue discounts. The notes bear interest at 12% per annum, mature in\n2026, and contain customary default provisions.

Convertible Note Financings (January 12 and January 14, 2026).

On January 12, 2026 and January 14, 2026, the\n Company entered into securities purchase agreements with accredited investors pursuant to which it issued convertible promissory\n notes for aggregate gross proceeds of $300,000, reflecting original issue discounts of $30,000. The Company received net proceeds\n after fees, and the notes are convertible into shares of the Company’s common stock at 90% of the lowest closing price of\n the Company’s common stock during the ten (10) trading days prior to conversion or (ii) $2.50 per share, subject to\n adjustment. In connection with each transaction, the Company issued 15,000 shares of common stock as commitment shares, and in the\n January 14, 2026 transaction, the Company also issued a warrant to purchase up to 66,000 shares of common stock at an\n exercise price of $2.50 per share, exercisable for five years and subject to a 4.99% beneficial ownership limitation.\n The securities were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities\n Act and Rule 506(b) promulgated thereunder.

Notices of Default

On December 1, 2025, the Company received a notice from a noteholder\nasserting that the Company was in default under an Amended and Restated Secured Promissory Note, dated October 15, 2024, in the principal\namount of $250,000, bearing interest at a rate of 9.75% per annum, due to the Company’s failure to repay the outstanding amount\nupon the November 5, 2025 maturity date. The notice states that the noteholder is demanding repayment and may elect to exercise remedies\navailable under the note. The Company is currently evaluating the notice and its rights and obligations thereunder.

On February 7, 2026, the Company received notices of default and demand\nfor payment (collectively, the “Default Notices”) from the holders of the following promissory notes previously issued by\nthe Company: (i) a promissory note, dated March 18, 2024, originally issued to Blackwolf Venture Group, LLC and assigned to James S. Byrd\nSEP-IRA, in the original principal amount of $50,000; (ii) a promissory note, dated April 16, 2025, issued to Indicia Capital, LLC in\nthe original principal amount of $150,000; and (iii) a promissory note, dated March 18, 2024, issued to David Shapiro in the original\nprincipal amount of $50,000. Each Default Notice alleges that the Company is in default under the applicable promissory note and demands\nimmediate payment of the outstanding principal balance, together with accrued interest. The Company is currently evaluating the notice\nand its rights and obligations thereunder.

Recent Sales of Unregistered Securities

On January 15, 2026, the Company issued 2,400 shares\nof common stock to a consultant in consideration for services rendered.

F-24

HELIO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


	July 31,		October 31,
	2026		2025
	(Unaudited)		(Audited)
Assets

Current Assets:
Cash	$	520,504		$	7,305
Accounts receivable, net		507,417			489,426
Prepaid expenses and other current\n assets		–			102,143
Total Current Assets		1,027,921			598,874

Property and equipment, net		47,729			64,726
Security deposits		72,675			76,655
Right-of-use lease assets, net		311,861			566,361
Total Non-current Assets		432,265			707,742
Total Assets	$	1,460,186		$	1,306,616

Liabilities and Shareholders’ Deficit

Liabilities
Current Liabilities:
Accounts payable and accrued expenses	$	187,179		$	273,936
Accrued compensation		700,980			930,555
Notes Payable - Related Parties		–			841,613
Notes payable		680,500			1,737,034
Convertible notes payable		202,930			197,798
Derivative liability		1,655,559			39,543
Operating lease obligations, current		387,215			477,956
Total Current Liabilities		3,814,363			4,498,435

Notes payable - Related Parties, less current portion		–			495,000
Notes payable, less current portion		70,000			150,000
Operating lease obligations, less\n current portion		–			223,319
Total Non-current Liabilities		70,000			868,319
Total Liabilities		3,884,363			5,366,754

Commitments and contingencies (Note 8)		–			–

Mezzanine Equity
Preferred Stock, par value $0.0001,\n 20,000,000 authorized, designated as follows:
Series A Convertible Preferred\n Stock, par value $0.0001, 1,500,000 designated; 575,000 and 0 shares issued and outstanding as of July 31, 2026 and October 31,2025\n respectively		183,802			–
Series B Convertible Preferred\n Stock, par value $0.0001, 500,000 designated; 355,000 and 0 shares issued and outstanding as of July 31, 2026 and October 31,2025\n respectively		70,368			–
Series C Convertible Preferred\n Stock, par value $0.0001, 1,500,000 designated; 200,000 and 0 shares issued and outstanding as of July 31, 2026 and October 31,2025\n respectively		78,926			–
Total Mezzanine Equity		333,096			–

Shareholders’ Deficit
Series D Convertible Preferred\n Stock, par value $0.0001, 250,000 designated; 250,000 and 0 shares issued and outstanding as of July 31, 2026 and October 31, 2025,\n respectively		25			–
Common stock, no par value, 100,000,000 shares authorized;\n 5,190,024 and 2,274,393 shares issued and outstanding as of July 31, 2026 and October 31, 2025, respectively		8,978,803			912,369
Additional paid in capital		99,975			–
Accumulated deficit		(11,836,076	)		(4,972,507	)
Total Shareholders’ Deficit		(2,757,273	)		(4,060,138	)
Total Mezzanine Equity and Shareholders’\n Deficit		(2,424,177	)		(4,060,138	)
Total Liabilities, Mezzanine\n Equity, and Shareholders’ Deficit	$	1,460,186		$	1,306,616

The accompanying notes are an integral part of\nthese unaudited condensed consolidated financial statements.

F-25

HELIO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended		For the Nine Months Ended
	July 31,		July 31,	July 31,		July 31,
	2026		2025	2026		2025
Revenue:
Service fees	$	479,544		$	508,913		$	1,273,567		$	2,104,275
Engineering fees		8,391			40,234			65,545			289,587
Materials		102,691			235,440			204,380			990,561
Total Revenue		590,626			784,587			1,543,492			3,384,423
Costs of revenue		325,534			686,197			905,106			2,680,940
Gross profit		265,092			98,390			638,386			703,483

Operating expenses
General and administrative expenses		347,872			607,537			3,359,080			2,072,456
Personnel expenses		25,162			116,664			97,680			408,908
Facilities expense		175,156			149,741			609,430			549,537
Professional fees		257,469			120,676			632,760			343,495
Depreciation expense		5,665			5,666			16,997			16,996
Total Operating Expenses		811,324			1,000,284			4,715,947			3,391,392

Operating loss		(546,232	)		(901,894	)		(4,077,561	)		(2,687,909	)

Other (expense) income:
Interest expense, net		(54,070	)		(48,860	)		(293,123	)		(197,020	)
Amortization of debt discount		(420,163	)		–			(864,738	)		–
Change in fair value of derivative liability		(412,977	)		–			(731,919	)		–
Gain on extinguishment of derivative liability		420,239			–			509,476			–
Loss on issuance of derivative		(105,527	)		–			(105,527	)		–
Loss on modification of debt		–			–			(51,480	)		–
Loss on debt extinguishment		(352,760	)		–			(1,236,303	)		–
Total other (expense) income		(925,258	)		(48,860	)		(2,773,614	)		(197,020	)

Provision for income taxes		–			–			–			–
Net loss	$	(1,471,490	)	$	(950,754	)	$	(6,851,175	)	$	(2,884,929	)

Basic and diluted net loss per share	$	(0.29	)	$	(0.42	)	$	(1.52	)	$	(1.28	)

Weighted average shares outstanding – basic and diluted		5,083,427			2,252,727			4,501,826			2,252,727

The accompanying notes are an integral part of\nthese unaudited condensed consolidated financial statements.

F-26

HELIO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES\nIN MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED JULY 31,\n2026 AND 2025

(UNAUDITED)

\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Mezzanine Equity -\n Preferred Stock

$0.00010\n par-value

Permanent\n Equity - Preferred Stock

No\n par-value

Common\n Stock

Common Stock to be Issued

Additional\n Paid-in

capital

Accumulated

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Deficit

Totals

Balances at October 31, 2025

–

2,274,393

912,369

–

(4,972,507

)

(4,060,138

)

Stock-based compensation

–

32,384

–

32,384

Common stock issued for services

–

852,400

2,131,600

–

2,131,600

Conversion of notes payable and\n accrued interest

–

1,479,692

1,701,646

–

1,701,646

Common stock issued with notes payable

–

30,000

41,517

–

41,517

Net loss

–

(3,733,728

)

(3,733,728

)

Balances at January 31, 2026

–

4,636,485

4,819,516

–

(8,706,235

)

(3,886,719

)

Stock-based compensation

–

26,997

–

26,997

Extinguishment of debt by shareholder

–

879,163

–

879,163

Sale of common stock

–

172,707

946,500

–

946,500

Common stock subscribed

–

32,593

228,150

–

228,150

Common stock issued for services

–

114,200

274,932

–

274,932

Conversion of convertible notes\n payable and accrued interest

–

25,542

279,689

–

279,689

Conversion of notes payable and\n accrued interest

–

29,996

427,440

–

427,440

Cashless exercise of warrants

–

52,640

391,437

–

391,437

Exercise of stock options

–

10,521

8,066

–

8,066

Common stock issued with debt amendment

–

6,600

51,480

–

51,480

Conversion of notes payable into\n Series D Convertible Preferred Stock

–

250,000

–

99,975

–

100,000

Net loss

–

(1,645,957

)

(1,645,957

)

Balances at April 30, 2026

–

250,000

5,048,691

8,105,220

32,593

228,150

99,975

(10,352,192

)

(1,918,822

)

Stock-based compensation

–

21,778

–

21,778

Sale of common stock

–

90,559

348,097

–

348,097

Common stock issued previously subscribed

–

32,593

228,150

(32,593

)

(228,150

)

–

Common stock issued for services

–

7,412

75,386

–

75,386

Conversion of convertible notes\n payable and accrued interest

–

20,000

250,000

–

250,000

Common stock repurchased

–

(9,231

)

(49,828

)

–

(49,828

)

Sale of Series A Preferred Stock,\n net of issuance costs

575,000

176,871

–

176,871

Sale of Series B Preferred Stock,\n net of issuance costs

355,000

67,207

–

67,207

Sale of Series C Preferred Stock,\n net of issuance costs

200,000

76,624

–

76,624

Accrual of dividends for Series\n A Preferred Stock

–

6,931

–

(6,931

)

–

Accrual of dividends for Series\n B Preferred Stock

–

3,161

–

(3,161

)

–

Accrual of dividends for Series\n C Preferred Stock

–

2,302

–

(2,302

)

–

Net loss

–

(1,471,490

)

(1,471,490

)

Balances at July 31, 2026

1,130,000

333,096

250,000

5,190,024

8,978,803

–

99,975

(11,836,076

)

(2,424,177

)

The accompanying notes are an integral part of\nthese unaudited condensed consolidated financial statements.

F-27

HELIO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES\nIN MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED JULY 31,\n2026 AND 2025

(UNAUDITED)

(CONTINUED)


	No par-value \n Common Stock		Accumulated
	Shares		Amount			Deficit		Totals
Balances at October 31, 2024		2,252,726		$	339,861		$	(942,036	)	$	(602,175	)
Stock-based compensation		–			46,497			–			46,497
Net loss		–			–			(919,142	)		(919,142	)
Balances at January 31, 2025		2,252,726			386,358			(1,861,178	)		(1,474,820	)
Stock-based compensation		–			41,257			–			41,257
Net loss		–			–			(1,015,033	)		(1,015,033	)
Balances at April 30, 2025		2,252,726			427,615			(2,876,211	)		(2,448,596	)
Stock-based compensation		–			38,849			–			38,849
Net loss		–			–			(950,754	)		(950,754	)
Balances at July 31, 2025		2,252,726		$	466,464		$	(3,826,965	)	$	(3,360,501	)

The accompanying notes are an integral part of\nthese unaudited condensed consolidated financial statements.

F-28

HELIO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the\n Nine Months Ended July 31,
	2026		2025
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss	$	(6,851,175	)	$	(2,884,929	)
Adjustments to reconcile net loss to net cash used in\n operating activities
Depreciation and amortization		16,997			16,996
Stock-based compensation		81,159			126,603
Common stock issued for services		2,481,918			–
Loss on debt extinguishment		1,236,303			–
Loss on modification of debt		51,480			–
Loss on issuance of derivative		105,527			–
Gain on extinguishment of derivative liability		(509,476	)		–
Amortization of debt discount		864,738			–
Right of use asset amortization		261,438			300,057
Change in fair value of derivative liability		731,919			–
Changes in assets and liabilities
Accounts receivable		(17,991	)		788,869
Prepaid expenses and other current assets		102,143			(29,928	)
Work in progress		–			174,537
Security deposits		3,980			–
Accounts payable and accrued expenses		47,479			59,121
Accrued compensation		(229,575	)		206,787
Operating lease obligations		(314,060	)		(307,866	)
Net cash\n (used in) operating activities		(1,937,196	)		(1,549,753	)

CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock		1,522,747			–
Common stock repurchased		(49,828	)		–
Sale of Series A Convertible Preferred Stock, net\n of issuance costs		554,000			–
Sale of Series B Convertible Preferred Stock, net\n of issuance costs		309,500			–
Sale of Series C Convertible Preferred Stock, net\n of issuance costs		190,000			–
Proceeds from notes payable		100,000			550,000
Proceeds from notes payable - related parties		213,119			560,403
Proceeds from convertible notes payable		1,423,926			–
Repayment of notes payable		(522,034	)		–
Repayment of convertible notes payable		(1,266,552	)		–
Repayment of notes payable - related parties		(32,549	)		(68,269	)
Exercise of stock options		8,066			–
Net cash\n provided by financing activities		2,450,395			1,042,134

NET INCREASE (DECREASE) IN CASH		513,199			(507,619	)

CASH - BEGINNING OF PERIOD		7,305			551,552

CASH - END OF PERIOD	$	520,504		$	43,933

CASH PAID DURING THE PERIOD FOR:
Interest expense	$	192,365		$	127,542
Income taxes	$	–		$	–

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING\n ACTIVITIES:
Conversion of notes payable and\n accrued interest	$	2,658,775		$	–
Accrual of dividends for preferred stock	$	12,394		$	–
Common stock issued with notes\n payable	$	41,517		$	–
To record derivative liability	$	1,785,010		$	–
To record debt discounts	$	(1,106,828	)	$	–
Notes payable, related party transfer\n to notes payable	$	1,220,500		$	–
Conversion of notes payable into\n Series D Convertible Preferred Stock	$	100,000		$	–
Cashless exercise of warrants	$	391,437		$	–
Extinguishment of debt and accrued interest by shareholder	$	879,163		$	–

The accompanying notes are an integral part of\nthese unaudited condensed consolidated financial statements.

F-29

HELIO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2026

(UNAUDITED)

NOTE 1: BUSINESS

Helio Corporation (the “Company” or\n“Helio”) is an aerospace technology, engineering, and research and development (R&D) holding company serving commercial,\ngovernment, and non-profit organizations. Heliospace Corporation (“Heliospace”), the Company’s wholly-owned subsidiary,\nis an aerospace company specializing in the design, engineering, assembly and test of space flight qualified hardware, providing systems\nengineering, modeling, analysis, integration and test services for space missions. Heliospace was incorporated on March 6, 2018 in\nDelaware. The Company’s products include aerospace related hardware, systems, and services for customers such as NASA, universities,\nand private space companies. The customer base ranges from NASA and foreign space agencies to private companies, foundations, universities,\nand non-profits.

Heliospace designs, fabricates, assembles and\ntests space qualified hardware, including radar antennas for the NASA Europa Clipper mission, antennas for the SunRISE CubeSat constellation,\nand deployable systems and sensors for numerous lunar landers and the Mars Sample Return program. Heliospace also provides systems engineering,\nintegration and test, and mission formulation services, including support for the design, testing, and launch of the James Webb Space\nTelescope, formulation and design of the Roman Space Telescope, Habworlds Observatory, Mars Sample Return, and the Atmospheric Observing\nSystem. Our support of science and technology missions is currently well established with our hardware and service lines; we are now expanding\nthese offerings into larger integrated solutions in the form of Space Based Solar Power, pursuing large addressable markets which we believe\nhave significant revenue growth potential.

Liquidity

During the year ended October 31, 2025 and the\nnine months ended July 31, 2026, the Company entered into additional debt and equity financings to obtain additional funding (see Note\n4, 5, 6 and 13). Additional financing or capital investment will be necessary to sustain operations for one year from the issuance of\nthese condensed consolidated financial statements.

The Company is currently engaged in negotiations\nwith potential investors for the purchase of convertible notes or equity investments and prospective lenders regarding potential bridge\nfinancing arrangements. These discussions are ongoing, and there can be no assurance that the Company will enter into definitive agreements\nor that any such financing will be completed on favorable terms or at all.

If completed, the Company expects to use the net\nproceeds from investments and bridge financing to repay certain outstanding promissory notes and to support key operational initiatives.\nThese include investments in research and development, expansion of sales, marketing, and business development activities, facility and\ninfrastructure enhancements, manufacturing improvements, and other general corporate purposes, including working capital and upgrades\nto the Company’s financial and contract management systems. The Company will need to raise substantial additional capital to accomplish\nits business plan for the foreseeable future. There can be no assurance as to the availability, if any, or terms upon which such financing\nand capital might be available in the future.

As of July 31, 2026, the Company has outstanding debt from unrelated\nparties pursuant to notes payable in the aggregate principal amount of $750,500 and convertible notes payable in the amount of $522,222.\nThe remaining notes mature within the next two fiscal years. The remaining interest-bearing notes bear interest ranging from 6.00% and\n12.00%. Certain of these notes were initially convertible but were amended to eliminate the conversion features in consideration of the\nissuance by the Company and/or the transfer by certain shareholders of shares of the Company’s common stock (See Note 5). Interest\non these notes either accrues or is paid quarterly or at maturity along with principal, as specifically described in the note. Upon the\noccurrence and during the continuance of any default by the Company under any of the above notes, which default is not cured within fifteen\n(15) days following written notice of such default from the payee, the payee may declare the entire unpaid principal and unpaid interest\nimmediately due and payable. Certain of these notes are secured by the Company’s accounts receivable, and by shares of common stock\npledged by one of the Company’s shareholders. In addition, certain of these notes become due, and the payees under certain of these\nnotes have the right to accelerate their notes, upon the completion of an offering.

F-30

Because of historical and expected operating losses\nand net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for\none year from the issuance of the condensed consolidated financial statements. The condensed consolidated financial statements have been\nprepared under the going concern basis of accounting. These condensed consolidated financial statements do not include any adjustments\nthat might be necessary from the outcome of this uncertainty.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated\nfinancial statements have been prepared pursuant to U.S. generally accepted accounting principles (“U.S. GAAP) and reflect all adjustments\nwhich are, in the opinion of management, necessary to a fair presentation of the results of the interim periods presented, under the rules\nand regulations of the United States Securities and Exchange Commission (the “SEC”). These condensed consolidated financial\nstatements include all adjustments consisting of only normal recurring adjustments, necessary for a fair statement of the results of the\ninterim periods presented. The condensed consolidated financial statements include the accounts of Helio Corporation and its wholly-owned\nsubsidiary Heliospace. The Company’s condensed consolidated financial statements reflect the elimination of all significant inter-company\naccounts and transactions. The results of operations for the interim periods presented are not necessarily indicative of the results to\nbe expected for year ending October 31, 2026. Certain information and note disclosures normally included in the Company’s annual\naudited consolidated financial statements and accompanying notes prepared in accordance with U.S. GAAP have been condensed in, or omitted\nfrom, these interim financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction\nwith the consolidated financial statements and related notes to the consolidated financial statements for the fiscal year ended October\n31, 2025 included in the Company’s financial statements as part of the Company’s 10K filed on February 17, 2026.

Cash and Cash Equivalents

For the purposes of the condensed consolidated\nstatements of cash flows, the Company considers all highly liquid investments purchased with a maturity of three (3) months or less\nto be cash equivalents. The Company has no cash equivalents as of July 31, 2026 and October 31, 2025.

Cash accounts are insured at the Federal Deposit\nInsurance Corporation limits of $250,000 per bank. At times throughout the year, such bank balances may have exceeded the federally insured\nlimit. As of July 31, 2026, there were $107,386 in bank balances in excess of the federally insured limit.

Work In Progress

Work In Progress (WIP) tracks the costs incurred\nof a specific job that has not reached a certain milestone achievement. This is the computed value of work performed to advance milestone(s) that\nhave not yet been billed and is used to track total job cost (billed and unbilled). Revenue of WIP is only recognized for specific milestones\nthat are distinct contractual performance obligations that provide identifiable benefits to the customer independently of other project\nphases.

Accounts Receivable, net

Accounts receivables are recorded at the amount\nthe Company expects to collect on the balance outstanding at period-end. Management closely monitors outstanding balances during the year\nand allocates an allowance account if appropriate. The Company estimates and records an allowance for credit losses related to its financial\ninstruments, including its accounts receivables. The Company considers historical collection rates, the current financial status of its\ncustomers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information\nis also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of\naccounts receivable, the Company believes that the carrying value, net of expected losses, approximates fair value and therefore, relies\nmore on historical and current analysis of such financial instruments. Based on this analysis, the Company has determined that no allowance\nfor credit losses is necessary for the current or prior reporting periods.

As of July 31, 2026 and October 31, 2025, there\nwas no amount recorded relating to the allowance for credit losses. The Company writes off uncollectible accounts as they occur during\nthe year, if applicable. During the three and nine months ended July 31, 2026 and 2025, there was no credit loss expense recorded. Accounts\nreceivable as of July 31, 2026 and October 31, 2025 was $507,417 and $489,426, respectively.

F-31

Property and Equipment, net

Property and equipment is stated at cost. Depreciation\nis computed primarily using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and\nmaintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation\nare removed from the accounts, and any related gain or loss is reflected in the condensed consolidated statements of operations during\nthe period in which the disposal occurred. The Company computes depreciation utilizing estimated useful lives, as stated below:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of estimated useful lives
Property and Equipment, net Categories		Estimated Useful Life
Furniture and equipment		10 Years

Management regularly reviews property and equipment\nfor possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount\nof the asset may not be recoverable. Based on management’s assessment, there were no indicators of impairment of the Company’s\nproperty and equipment as of July 31, 2026 or October 31, 2025, respectively.

Use of Estimates

The preparation of condensed consolidated financial\nstatements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets\nand liabilities and disclosure of contingent assets and liabilities, if any at the date of the condensed consolidated financial statements\nand the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Fair Value Measurements

Accounting Standards Codification (“ASC”) 820\nFair Value Measurements defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosure about\nfair value measurements.

The following provides an analysis of financial\ninstruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which\nfair value is observable:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Level 1 —	fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);

	Level 2 —	fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

	Level 3 —	fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair value estimates discussed herein are based upon certain market\nassumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial\ninstruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include\ncash, short-term notes payable, accounts payable and accrued expenses. The carrying value of long-term debt approximates fair\nvalue, as the fixed interest rates approximate current market rates.

The derivative liabilities are classified as Level\n3 liabilities because significant inputs utilized in determining fair value are unobservable and require management judgment. Significant\nassumptions include the Company’s common stock price, expected volatility, expected term, and risk-adjusted discount rates. Increases\nin the Company’s stock price, expected volatility, or contractual term generally result in a higher fair value measurement, while decreases\nin those inputs generally reduce the fair value measurement. Because the valuation relies on significant unobservable inputs, actual results\nmay differ materially from estimated fair values.

F-32

The following table represents the Company’s\nassets and liabilities by level measured at fair value on a recurring basis at July 31, 2026 and October 31, 2025.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of fair value measurements

July 31, 2026

October 31, 2025

Description

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

Liabilities

Derivative liability

–

1,655,559

–

39,543

Revenue Recognition

The Company records revenue based on a five-step model\nin accordance with the Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers,\nwhich requires the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	1.	Identify the contract with a customer.

	2.	Identify the performance obligations in the contract.

	3.	Determine the transaction price of the contract.

	4.	Allocate the transaction price to the performance obligations in the contract.

	5.	Recognize revenue when the performance obligations are met or delivered.

The Company’s operating revenues are primarily\ngenerated from service fees, engineering fees, and materials fees. The Company uses two different types of contracts which are deliverable\nbased or time based. The Company recognizes revenue related to services when performance obligations are fulfilled.

Design service contracts deliver system engineering\ninputs including designs, analyses, test and verification plans, and mission formulation architectures on a continual basis over the course\nof a contract. Customer work is based on distinct identifiable contracts with clear performance obligations, objectives, and pricing.\nService revenue contract types are either Time & Materials (T&M) or Purchase Order (PO) contracts. Time & Materials\ncontracts meet performance obligations continuously and are billed with revenue recognized at each invoice. PO contracts are billed at\nfulfillment of a performance obligation based on the customer agreements, and thus revenue is recognized when the performance obligations\nare satisfied.

Engineering services deliver both space qualified\nhardware and accompanying analyses, and are conducted under Cost-type, Fixed price, PO, and T&M contracts. Cost-type and T&M\nEngineering contracts are billed monthly as work is completed and revenue is recognized. Revenue for fixed price contracts including purchase\norders that specify priced milestones for delivery of hardware, reports, or analyses is recognized upon completion of a specific milestone.\nRevenue on fixed price contracts that are still in progress at month end are otherwise recognized on the percentage-of-completion method,\nmeasured by the percentage of total costs incurred to date to the estimated total costs for each contract.

Income Taxes

The Company accounts for income taxes under the\nprovisions of ASC 740 Accounting for Income Taxes, which requires a company to first determine whether it is more\nlikely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical\nmerits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information.\nA tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is\ngreater than fifty percent likely to be realized upon effective settlement with a taxing authority.

F-33

Deferred income taxes are recognized for the tax\nconsequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and\nthe amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which\nthe differences are expected to affect taxable income. Deferred income taxes are also recognized for carry-forward losses which can\nbe utilized to offset future taxable income. A valuation allowance is recognized when, based on the weight of all available evidence,\nit is considered more likely than not that all, or some portion, of the net deferred tax assets will not be realized. The Company evaluates\nits valuation allowance requirements based on projected future operations. When circumstances change and cause a change in management’s\njudgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income. Income\ntax expense is comprised of the sum of current income tax plus the change in deferred tax assets and liabilities.

Earnings (loss) Per Share

Basic net (loss) income per common share is computed\nby dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted net (loss) income\nper common share is computed by dividing net (loss) income by the weighted average number of outstanding common shares, plus the net impact\nof common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods\nwhen losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their\ninclusion would be anti-dilutive. As of July 31, 2026 and 2025, the Company excluded the common stock equivalents summarized below, which\nentitle the holders thereof to ultimately acquire shares of common stock, from its calculation of loss per share as their effect would\nhave been anti-dilutive.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of antidilutive securities
	July 31,
	2026		2025
Stock options		339,673		284,461
Convertible notes payable		490,573		–
Preferred stock		1,100,189		–
Total common stock equivalents		1,930,435		284,461

Leases

The Company accounts for leases based on ASC Topic\n842, Leases. Based on this standard, the Company determines if an agreement is a lease at inception. Operating leases are included\nin right-of-use lease asset, current operating lease obligations, and operating lease obligations, in the Company’s condensed\nconsolidated balance sheets.

As permitted under Accounting Standards\nUpdated (“ASU”) 2016-02 Leases (Topic 842) the Company has made an accounting policy election not to apply the\nrecognition provisions of ASU 2016-02 to short term leases (leases with a lease term 12 months or less that do not\ninclude an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will\nrecognize the lease payments for short term leases on a straight-line basis over the lease term.

Research and Development

Research and development costs are expensed as\nincurred. These costs include, but are not limited to, employee related expenses, including salaries, benefits and stock-based compensation\nof research and development personnel, supplies, facilities, depreciation and other expenses, which include direct and allocated expenses\nfor rent, utilities and insurance. During the nine months ended July 31, 2026 and 2025, the company recorded $11,186 and $215,087 in research\nand development costs, respectively. During the three months ended July 31, 2026 and 2025, the company recorded $66 and $124,417 in research\nand development costs, respectively. Research and development costs are included in general and administrative expenses in the condensed\nconsolidated statements of operations.

Stock based-Based Compensation

The Company accounts for equity instruments\nissued to employees in accordance with the provisions of ASC 718, Stock Compensation. The computation of the\nexpense associated with stock-based compensation requires the use of a valuations model. The Company currently obtains\nvaluation reports according to FASB ASC Topic 718 — Stock Compensation (“ASC 718”).\nEquity-based compensation consists solely of stock option awards, including Incentivized Stock Options (ISOs) and Non-Qualified\nStock Options (NSOs). Compensation expense is recognized ratably over the vesting period as the employee provides services. See Note\n8 – Stock Options for additional information.

F-34

Recently Issued Accounting Pronouncements

The Company does not believe that there are any\nnew accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3: PROPERTY AND EQUIPMENT

The major classifications of property and equipment\nare summarized as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of property and equipment
	July 31, 2026		October\n 31, 2025
Furniture and equipment	$	465,091		$	465,091
Less accumulated depreciation		(417,362	)		(400,365	)
Property and equipment, net	$	47,729		$	64,726

Depreciation expense for each of the nine\nmonths ended July 31, 2026 and 2025 was $16,997\nand $16,996,\nrespectively. Depreciation expense for each of the three months ended July 31, 2026 and 2025 was $5,665\nand $5,666, respectively.

NOTE 4: NOTES PAYABLE – RELATED PARTIES

Between April 2022 and September 2025, certain\nrelated parties, including the Company’s Chief Executive Officer and Director and its Chief Engineer and Director, made various\nloans to the Company. The balance at July 31, 2026 and October 31, 2025 was $0 and $1,336,613, respectively.

These notes were collateralized with the Company’s\naccounts receivables and other assets.

On December 2, 2025, the Company entered into\nexchange agreements with the Company’s then Chief Executive Officer and Chairman of the Board, and the Company’s Chief Engineer\nand a member of the Board of Directors. Pursuant to the Exchange Agreement, the officers exchanged principal in the amount of $969,054\nand $88,712 in accrued interest for 1,479,692 shares of the Company’s common stock. The shares were valued at $1,701,646, or $1.15\nper share. This resulted in a loss on debt extinguishment in the amount of $643,880.

On April 22, 2026, the Company entered into exchange\nagreements with the Company’s then Chief Executive Officer and Chairman of the Board. Pursuant to the Exchange Agreement, the officer\nexchanged principal in the amount of $327,629 for 29,996 shares of the Company’s common stock. The shares were valued at $427,440,\nor $14.25 per share. This resulted in a loss on debt extinguishment in the amount of $99,762.

Included within the notes payable –\nrelated parties balance is a convertible note agreement entered on March 18, 2024 for $50,000. The convertible note was scheduled\nto mature on March 18, 2026 and carries an interest rate of 9.75% per annum. The principal and prior accrued interest of the note was\nconvertible into shares of the Company’s common stock at $10.00 per share. On October 31, 2024, the Company amended the agreement\nwith the holder of the note to change its maturity to the earlier of the date that the Company lists its securities on a national stock\nexchange or March 31, 2025 and eliminated the conversion feature of the note. Interest on the note accrues and is paid at maturity\nalong with principal, as specifically described in the note. On April 25, 2025, the Company executed an extension of the maturity date\nuntil the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note was extended\nagain to December 31, 2025. On March 23, 2026, the Company executed an agreement whereby the Company is obligated to pay the holder $5,000\nper month beginning on April 1, 2026 until the note is paid in full. Additionally, the Company agreed to issue 6,600 shares to the holder\nas consideration. The shares were issued on April 27, 2026 and were valued at $51,480. As of July 31, 2026, the principal balance of this\nnote is $30,000. As of July 31, 2026, this holder is no longer considered a related party and as such this balance is now included under\nnotes payable. During the nine months ended July 31, 2026, the Company repaid $20,000 in principal.

F-35

On April 16, 2025, the Company issued an unsecured\npromissory note in the principal amount of $150,000 to Indicia Capital, LLC. The note bears interest at a rate of 9.75% per annum and\nmatures on the earlier of (i) 180 days from the date of issuance or (ii) the date the Company receives at least $1,000,000 in new financing.\nIn connection with the issuance of the note, the Chief Executive Officer and Director transferred 3,000 shares of the Company’s\ncommon stock to Indicia Capital as additional consideration to enter the loan. James Byrd, who serves as a co-manager and holds a 50%\nmembership interest in Indicia Capital, was the original organizer of the Company by virtue of having founded the Company in October\n2022. Accordingly, the transaction was considered a related party transaction. On March 23, 2026, the Company executed an agreement whereby\nthe Company is obligated to pay the holder $5,000 per month beginning on April 1,2026 until the note is paid in full. As of July 31,\n2026, the principal balance of this note is $130,000. As of July 31, 2026, this holder is no longer considered a related party and as\nsuch this balance is now included under notes payable. During the nine months ended July 31, 2026, the Company repaid $20,000 in principal.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of notes payables
	July 31, 2026		October 31, 2025
Notes payable – related parties, current portion	$	–		$	841,613
Notes payable – related parties, non-current portion		–			495,000
Total notes payable – related parties	$	–		$	1,336,613

NOTE 5: NOTES PAYABLE

The following table details the Company’s\nnotes payable as of July 31, 2026 and October 31, 2025, respectively:

Schedule of notes payable
		Original		Principal Balance as of
	Date of Note	Principal		July 31,	October 31,
Ref No.	Issuance	Balance		2026	2025
1*	7/25/2018	$	10,000		$	10,000	$	–
2	3/12/2024		150,000			150,000		150,000
3*	3/18/2024		50,000			30,000		–
4	6/20/2024		400,000			–		400,000
5	6/20/2024		50,000			30,000		50,000
6	7/31/2024		500,000			–		435,000
7	7/31/2024		250,000			230,000		250,000
8	1/9/2025		50,000			50,000		50,000
9	2/3/2025		100,000			100,000		100,000
10*	4/16/2025		150,000			130,000		–
11*	4/23/2025		15,500			15,500		–
12	5/19/2025		250,000			–		152,958
13	6/8/2025		192,000			–		92,308
14	9/18/2025		63,000			–		50,400
15	9/30/2025		60,000			–		46,667
16	9/30/2025		60,000			–		46,368
17	9/30/2025		80,000			–		63,333
18**	9/30/2025		5,000			5,000		–
19	1/23/2026		100,000			–		–
	Total				$	750,500	$	1,887,034

\n \n \n \n \n \n \n \n \n \n

*	As of October 31, 2025, these noteholders were considered related parties. As of July 31, 2026, these noteholders are no longer considered related parties and their balances have been reclassified to notes payable. Their notes are described in Note 4 – Notes Payable, Related Parties.

**	On April 23, 2026, this note balance was transferred from a related party to a non-related party for no consideration.

F-36

Note 1

On July 25, 2018, the Company executed a note\npayable agreement for $10,000 with a former related party. The note is due on demand and carries no interest.

Note 2

On March 12, 2024, the Company executed a\nnote payable agreement for $150,000. The note originally matured on March 12, 2025 and carries an interest rate of 12% per annum. On April\n25, 2025, the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing\non a national stock exchange or June 30, 2025. The note was extended again to December 31, 2025 and again to September 30, 2026. Interest\non the note accrues and is paid at maturity along with principal.

Note 3

A convertible note agreement was entered on March 18,\n2024 for $50,000. The convertible note was scheduled to mature on March 18, 2026 and carries an interest rate of 9.75% per annum. The\nprincipal and prior accrued interest of the note was convertible into shares of the Company’s common stock at $10.00 per share.\nOn October 31, 2024, the Company amended the agreement with the holder of the note to change its maturity to the earlier of the\ndate that the Company lists its securities on a national stock exchange or March 31, 2025 and eliminated the conversion feature\nof the note. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. On April\n25, 2025, the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing\non a national stock exchange or June 30, 2025. The note was extended again to December 31, 2025. On March 23, 2026, the Company executed\nan agreement whereby the Company is obligated to pay the holder $5,000 per month beginning on April 1, 2026 until the note is paid in\nfull. Additionally, the Company agreed to issue 6,600 shares to the holder as consideration. The shares were issued on April 27, 2026\nand were valued at $51,480. As of July 31, 2026, the principal balance of this note is $30,000. As of July 31, 2026, this holder is no\nlonger considered a related party and as such this balance is now included under notes payable. During the nine months ended July 31,\n2026, the Company repaid $20,000 in principal.

Note 4

On June 20, 2024, the Company executed a\nconvertible note payable agreement for $450,000 with a venture capital fund. The convertible note matures on June 20, 2026 and carries\nan interest rate of 9.75% per annum. The principal and prior accrued interest of the note were convertible into shares of the Company’s\ncommon stock at $10.00 per share. On October 7, 2024, $50,000 of the note payable was assigned to an unrelated holder. On April 27,\n2026, the holder agreed to settle the $400,000 principal balance and $21,156 in accrued interest related to this note along with $435,000\nin principal and accrued interest of $23,007 related to Note 6 in exchange for 100,000 shares of the Company’s common stock which\nwas given personally by a former officer of the Company. Since the settlement is considered a capital transaction, the Company has recorded\n$879,163 in common stock.

Note 5

On October 7, 2024, $50,000 of the $450,000 principal\n(Note 4) was assigned to an unrelated holder. On October 31, 2024, the Company amended the agreement with the holder of the $50,000\nnote to change its maturity to the earlier of the Company listing on a national stock exchange or March 31, 2025 and eliminated the\nconversion feature of the note. On April 25, 2025, the Company executed a loan amendment for an extension of the maturity date until the\nearlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note was extended again\nto December 31, 2025. On March 23, 2026, the Company executed an agreement whereby the Company is obligated to pay the holder $5,000 per\nmonth beginning on April 1, 2026 until the note is paid in full. During the nine months ended July 31, 2026, the Company repaid $20,000\nin principal.

Note 6

On July 31, 2024, the Company issued a convertible\nnote payable agreement for $500,000. On July 2, 2025, the Company entered into separate Stockholder Pledge Agreement with the holder of\nthe above note with the Company’s former director and executive officer and Chief Operating Officer to secure the Company’s\nobligations. Of the principal balance of $500,000, $65,000 was repaid last fiscal year. The remaining balance of $435,000 along with accrued\ninterest of $23,007 was extinguished in exchange for 100,000 shares of the Company’s common stock which was given personally by\na former officer of the Company. See Note 4.

F-37

Note 7

On July 31, 2024, the Company executed a convertible\nnote payable agreement for $250,000. The convertible note matures on May 1, 2025 and carries an interest rate of 13% per annum. The principal\nand prior accrued interest of the note was convertible into shares of the Company’s common stock at $10.00 per share. The Company\nmay not prepay the note within the first 180 days of the note date. Subsequent to the issuance of the convertible note the Company amended\nthe agreement with the holder which eliminated the conversion feature, changed the interest rate to 9.75% per annum, and extended the\nmaturity date of the loan again to November 5, 2025. Interest on the note either accrues or is paid quarterly or at maturity along\nwith principal. The Company accounted for the amendment as an extinguishment of debt and recorded a loss of $4,500 on the consolidated\nstatements of operations for the year ended October 31, 2024. On June 13, 2026, the Company executed an agreement whereby the holder agreed\nnot to pursue any default provisions in exchange for a payment plan and stock consideration. Upon execution of the agreement, the Company\nis obligated to pay the holder $20,000 and will pay monthly installments of $15,000 beginning July 15, 2026. During the nine month\nended July 31, 2026, the Company repaid $20,000 in principal.

Note 8

On January 9, 2025, the Company executed a note\npayable agreement for $50,000. The note matures on January 9, 2027 and carries an interest rate of 9.75% per annum. The Company may not\nprepay the note within the first 180 days of the note date. Interest on the note accrues and is paid at maturity along with principal.

Note 9

On February 3, 2025, the Company executed a note\npayable agreement for $100,000. The note matures on February 9, 2027 and carries an interest rate of 9.75% per annum. Interest on the\nnote accrues and is paid at maturity along with principal.

Note 10

On April 16, 2025, the Company issued an unsecured\npromissory note in the principal amount of $150,000 to Indicia Capital, LLC. The note bears interest at a rate of 9.75% per annum and\nmatures on the earlier of (i) 180 days from the date of issuance or (ii) the date the Company receives at least $1,000,000 in new financing.\nIn connection with the issuance of the note, the Chief Executive Officer and Director transferred 3,000 shares of the Company’s\ncommon stock to Indicia Capital as additional consideration to enter the loan. James Byrd, who serves as a co-manager and holds a 50%\nmembership interest in Indicia Capital, was the original organizer of the Company by virtue of having founded the Company in October 2022.\nAccordingly, the transaction is considered a related party transaction. On March 23, 2026, the Company executed an agreement whereby the\nCompany is obligated to pay the holder $5,000 per month beginning on April 1,2026 until the note is paid in full. As of July 31, 2026,\nthe principal balance of this note is $130,000. As of July 31, 2026, this holder is no longer considered a related party and as such this\nbalance is now included under notes payable. During the nine months ended July 31, 2026, the Company repaid $20,000 in principal.

Note 11

On April 23, 2025, the Company executed a note\npayable agreement for $15,500 with a former related party. The note is due on demand and carries no interest.

As of July 31, 2026, the remaining balance for\nNotes 12, 13, 14, 15, 16, and 17 are all $0 as the notes have been fully repaid.

F-38

Note 18

On September 30, 2026, the Company executed a\nnote payable agreement for $5,000 with a former related party. The note is due on demand and carries no interest.

Note 19

On January 23, 2026, the Company issued a $100,000\nnote that is non-interest bearing and is due on demand. On April 30, 2026, the holder converted the $100,000 note into 250,000 shares\nof Series D Convertible Preferred Stock.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of notes payable
	July 31, 2026		October 31, 2025
Notes payable, current	$	680,500		$	1,737,034
Notes payable, less current portion		70,000			150,000
Total notes payable	$	750,500		$	1,887,034

The aggregate maturity on the notes payable as\nof July 31, 2026, are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of aggregate maturity on the notes payable
Due in less than one year	$	680,500
Due after one year		70,000
		750,500
Less: current portion		(680,500	)
Notes payable, non-current portion	$	70,000

NOTE 6: CONVERTIBLE NOTES PAYABLE

On December 19, 2025, the Company executed a note\npayable agreement for $65,205 from which $16,905 in fees were deducted for net proceeds of $48,300. The note matures on October 15, 2026\nand carries an interest rate of 12% per annum. Interest on the note accrues and is paid at maturity along with principal. The Note is\nconvertible, following the last to occur, (i) 180 days following the inception date or (ii) an event of default, into shares of the Company’s\ncommon stock at a price equal to 65% of the lowest closing price during the 10 trading days prior to conversion, subject\nto adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99%\nwith 61 days’ notice).

On February 13, 2026, the Company executed a note\npayable agreement for $150,000 from which $15,000 in fees were deducted for net proceeds of $135,000. The note matures on February 13,\n2027 and carries an interest rate of 12% per annum. Interest on the note accrues and is paid at maturity along with principal. The Note\nis convertible, following the last to occur, (i) 180 days following the inception date or (ii) an event of default, into shares of the\nCompany’s common stock at a price equal to 70% of the lowest closing price during the 15 trading days prior to conversion,\nsubject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99%\nwith 61 days’ notice).

On February 17, 2026, the Company executed a note\npayable agreement for $238,050 from which $38,050 in fees were deducted for net proceeds of $200,000. The note matures on December 15,\n2026 and carries an interest rate of 12% per annum. Interest on the note accrues and is paid at maturity along with principal. The Note\nis convertible, following the last to occur, (i) 180 days following the inception date or (ii) an event of default, into shares of the\nCompany’s common stock at a price equal to 65% of the lowest closing price during the 10 trading days prior to conversion,\nsubject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99%\nwith 61 days’ notice).

On July 30, 2026, the Company executed a note\npayable agreement for $200,000 from which $25,000 in fees were deducted for net proceeds of $175,000. The note matures on July 30, 2027\nand carries an interest rate of 6% per annum. Interest on the note accrues and is paid at maturity along with principal. The Note is convertible,\nfollowing the last to occur, (i) 180 days following the inception date or (ii) an event of default, into shares of the Company’s\ncommon stock at a price equal to 60% of the lowest closing price during the 20 trading days prior to conversion, subject\nto adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99%\nwith 61 days’ notice).

F-39

During the nine months ended July 31, 2026, the\nCompany repaid $1,147,658 in principal and $71,821 in accrued interest. Additionally, $152,812 in principal and $1,361 in accrued interest\nwas converted to common stock. The Company had to pay $118,894 in prepayment penalties related to cash repayments on debt. During the\nnine months ended July 31, 2026, the Company recorded $492,661 as a loss on debt extinguishment as a result of the convertible note extinguishments.

The aggregate maturity on the convertible notes\npayable as of July 31, 2026, are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of aggregate maturity on the notes payable
Due in less than one year	$	522,222
Due after one year		–
		522,222
Less unamortized discount		(319,292	)
Carrying value		202,930
Less: current portion		(202,930	)
Convertible notes payable, non-current portion	$	–

NOTE 7 – DERIVATIVE FINANCIAL INSTRUMENTS

Embedded derivatives

The Company’s convertible promissory notes\nand convertible preferred stock gave rise to derivative financial instruments. The notes and preferred stock embodied certain terms and\nconditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These\nterms and features consist of the embedded conversion option.

The following tables summarize the components\nof the Company’s derivative liabilities and linked common shares as of July 31, 2026 and October 31, 2025 and the amounts that\nwere reflected in operations related to derivatives for the period ended:

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of derivative liabilities
	July 31, 2026
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivative liabilities – convertible notes payable		490,573		$	522,227
Embedded derivative liabilities – convertible preferred stock		1,100,189			1,133,332
Total		1,590,762		$	1,655,559

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	October 31, 2025
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivative liabilities		78,743		$	39,543
Total		78,743		$	39,543

The following table summarizes the effects on\nthe Company’s loss associated with changes in the fair values of the derivative financial instruments by type of financing for the\nthree and nine months ended July 31, 2026 and 2025:

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of changes in the fair values of the derivative
	For the Three months Ended
	July 31, 2026		July 31, 2025
Embedded derivative liability	$	(412,977	)	$	–
Total gain (loss)	$	(412,977	)	$	–

\n\n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	For the Nine months Ended
	July 31, 2026		July 31, 2025
Embedded derivative liability	$	(413,455	)	$	–
Warrant derivative liability		(318,464	)		–
Total gain (loss)	$	(731,919	)	$	–

F-40

Current accounting principles that are provided\nin ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried\nat fair value with changes recorded in operations. The Company has selected the Lattice Model valuation technique to fair value the embedded\nderivatives because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs,\nthat market participants would likely consider in transactions involving embedded derivatives. Such assumptions include, among other inputs,\ninterest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as\nmarket trading volatility and risk-free rates. The Lattice Model technique is a level three valuation technique because it requires the\ndevelopment of significant internal assumptions in addition to observable market indicators. For instruments in which the time to expiration\nhas passed, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the difference between the quoted market\nprice on the valuation date and the applicable conversion price. Significant range of inputs and results arising from the Lattice Model\nprocess are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:

Schedule of range of inputs from Lattice Model
	\n Inception \n Dates \n Note & Preferred Stock		\n Period Ended \n July 31, \n 2026
Underlying price on valuation date	$	1.65 - 5.15		$	1.35 - 3.11
Effective contractual conversion rates	$	1.00 - 4.40		$	0.73 - 1.94
Contractual term to maturity		0.49 - 1.00 years			0.04 - 0.54 years
Market volatility:
Volatility		20.47 - 26.90%			14.36 - 22.44%
Risk-adjusted interest rate		3.42 - 4.06%			3.69 - 4.05%

The detachable warrants issued with the convertible notes require derivative\nliability classification due to agreements containing a fundamental transaction clause which could require net cash settlement in certain\nsituations. The warrant fair value was calculated using the Black-Scholes option pricing model using the following inputs:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Inception
	Dates Note
Underlying price on valuation date	$	0.60
Effective contractual conversion rates	$	0.50
Contractual term to maturity		5.00 years
Market volatility:
Volatility		23.36%
Risk-adjusted interest rate		3.72%

The following table reflects the issuances of\nderivatives and changes in fair value inputs and assumptions related to the embedded derivatives for the three and nine months ended July\n31, 2026 and 2025, respectively.

\n\n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of changes in fair value inputs
	Nine Months Ended
	July 31, 2026		July 31, 2025
Balances at beginning of period	$	39,543		$	–
Issuances:
Embedded derivatives – convertible notes payable		951,166			–
Embedded derivatives – convertible preferred stock		760,871
Warrant derivatives		72,973			–
Extinguishments:
Embedded derivatives		(509,476	)		–
Warrant derivatives		(391,437	)		–
Changes in fair value inputs and assumptions reflected in operations		731,919			–
Balances at end of period	$	1,655,559		$	–

\n\n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Three Months Ended
	July 31, 2026		July 31, 2025
Balances at beginning of period	$	621,423		$	–
Issuances:
Embedded derivatives – convertible notes payable		280,527			–
Embedded derivatives – convertible preferred stock		760,871
Warrant derivatives		–			–
Extinguishments:
Embedded derivatives		(420,239	)		–
Warrant derivatives		–			–
Changes in fair value inputs and assumptions reflected in operations		412,977			–
Balances at end of period	$	1,655,559		$	–

F-41

NOTE 8: STOCK OPTIONS

On August 19, 2025, the Company adopted the Helio\nCorporation 2025 Equity Incentive Plan (the “2025 Plan”), which was also approved by the Company’s stockholders on August\n19, 2025. The 2025 Plan is intended to assist the Company in recruiting and retaining employees, officers, directors, and consultants,\nand to provide incentives tied to increases in the value of the Company’s equity. Unless terminated earlier by the Board, the 2025\nPlan will terminate on August 19, 2035, and no awards may be granted after that date.

The 2025 Equity Plan limits the shares of\ncommon stock authorized to be awarded as stock awards to 476,470 shares as of July 31, 2026 and October 31, 2025, respectively.\nAs of July 31, 2026, 126,276 stock awards are available for grant under the 2025 Plan. Employees are provided stock options vesting\nover a period of four years with a one year cliff. After one year, 25% of the award size vests followed by\n1/48^th of the award size for each month thereafter. On a case-by-case basis, options have been granted outright with no\nvest period.

During the three and nine months ended July 31,\n2026 and 2025, there were no stock options granted.

Schedule of stock options granted

Number of
Shares

Weighted Average
Exercise
Price ($)

Weighted
Average
Remaining
Term

Aggregate
Intrinsic
Value

Three and nine months ended July 31, 2025

Balance as of October 31, 2024

284,461

0.45

7.02

6,980,951

Issued

–

Canceled

–

Exercised

–

Balance as of January 31, 2025

284,461

0.45

6.77

6,980,951

Issued

–

Canceled

–

Exercised

–

Balance as of April 30, 2025

284,461

0.45

6.52

6,980,951

Issued

–

Canceled

–

Exercised

–

Balance as of July 31, 2025

284,461

0.45

6.27

6,980,951

Three and nine months ended July 31, 2026

Balance as of October 31, 2025

350,194

2.15

6.73

438,197

Issued

–

Canceled

–

Exercised

–

Balance as of January 31, 2026

350,194

2.15

6.48

1,618,854

Issued

–

Canceled

–

Exercised

10,521

0.45

–

Balance as of April 30, 2026

339,673

2.20

6.23

3,298,610

Issued

–

Canceled

–

Exercised

–

Balance as of July 31, 2026

339,673

2.20

5.98

3,038,367

Exercisable as of July 31, 2026

329,740

2.20

5.94

3,047,342

F-42

Stock-based compensation from stock awards\nfor the nine months ended July 31, 2026 and 2025 was $81,159 and $126,603, respectively. Stock-based compensation from stock\nawards for the three months ended July 31, 2026 and 2025 was $21,778 and $38,349, respectively. As of July 31, 2026 and 2025, there\nremained $29,822 and $145,879 of unrecognized stock-based compensation from stock option awards, respectively.

NOTE 9: LEASES

The Company leases its manufacturing facility\nand it is classified as an operating lease. The Company recognized a right of use asset and lease liability pursuant to this lease. The\nlease liability was calculated at the commencement date of the lease by discounting the future payments using the Company’s incremental\nborrowing rate of 10%.

The lease for the manufacturing facility\ncommenced on June 1, 2022, and has a term of five years. For the first twelve months the monthly lease payments were\n$36,000. The monthly lease payments are subject to an annual increase of 3%.

Right-of-use lease asset is summarized below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of right-of-use lease asset and operating lease liability
	July 31, 2026		October 31, 2025
Manufacturing lease	$	1,788,571		$	1,788,571
Less: accumulated amortization		(1,476,710	)		(1,222,210	)
Right-of-use lease asset, net	$	311,861		$	566,361

Operating lease liability is summarized below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	July 31, 2026		October 31, 2025
Manufacturing lease	$	387,215		$	701,275
Less: current portion		(387,215	)		(477,956	)
Long term portion	$	–		$	223,319

Future minimum lease payments required under this\noperating lease on an undiscounted cash flow basis as of July 31, 2026 were as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of future minimum lease payments
Remainder of 2026	$	121,555
2027		283,628
Total future minimum lease payments	$	405,183
Less imputed interest		(17,968	)
Total operating lease liability	$	387,215

The Company recognized rent expense pursuant to\nthis lease on the straight-line basis in accordance with the guidance in ASC 842. The Company recognized rent expense of $298,100\nand $300,057 for the nine months ended July 31, 2026 and 2025, related to this lease, The Company recognized rent expense of $89,430\nand $100,019 for the three months ended July 31, 2026 and 2025, related to this lease, which is included within facilities expense\non the condensed consolidated statements of operations.

F-43

NOTE 10: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is not presently a party to any legal\nproceedings, the resolution of which the Company believes would have a material adverse effect on its business, financial condition, operating\nresults, or cash flows. However, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary\ndamages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on its business, financial\nposition, results of operations, and/or cash flows.

NOTE 11: CLIENT CONCENTRATIONS

Four customers accounted for 94% of the Company’s\noutstanding receivables on July 31, 2026 and four customers accounted for 99% of the Company’s outstanding receivables on October 31,\n2025. The table below summarizes the revenue concentrations by customer as of July 31, 2026, and October 31, 2025:

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of accounts receivable concentrations by customer
	Receivables Concentration
	July 31,		October 31
Company	2026		2025
A		30%		45%
B		30%		31%
C		18%		17%
D		16%		6%
		94%		99%

For the three months ended July 31, 2026 and 2025,\nthe Company’s revenue was concentrated amongst six and nine customers, respectively. For the three months ended July 31, 2026, 82%\nof all revenue was obtained from government sources either as a direct contractor or subcontractor with the remaining 18% from a private\ncustomer. For the three months ended July 31, 2025, 94% of all revenue was obtained from government sources either as a direct contractor\nor subcontractor, with the remaining 6% of revenue from private customers..

For the nine months ended July 31, 2026 and 2025,\nthe Company’s revenue was concentrated amongst six and eleven customers, respectively. For the nine months ended July 31, 2026,\n92% of all revenue was obtained from government sources either as a direct contractor or subcontractor with the remaining 8% from a private\ncustomer. For the nine months ended July 31, 2025, 70% of all revenue was obtained from government sources either as a direct contractor\nor subcontractor, with the remaining 30% of revenue from private customers.

NOTE 12: SEGMENT INFORMATION

The Company conducts its business activities and\nreports financial results as one business segment. The presentation of financial results as one reportable segment is consistent with\nthe way the Company operates its business and is consistent with the manner in which the Chief Operating Decision Maker (“CODM”)\nevaluates performance and makes resource and operating decisions for the business. The Company’s CODM is the Chief Executive Officer.\nFurthermore, the Company notes that monitoring financial results as one reportable segment helps the CODM manage costs on a consolidated\nbasis, consistent with the integrated nature of the operations. The CODM uses net loss, as reported on the Condensed Consolidated Statements\nof Operations, in evaluating the performance of the Company and determining how to allocate resources of the Company as a whole. As the\nCODM evaluates performance on a consolidated basis, all required financial segment information is included in the condensed consolidated\nfinancial statements.

F-44

NOTE 13: EQUITY

Common Stock

On July 20, 2026, the Company completed a 1 for\n5 reverse stock split. The Company’s financial statements have been retroactively adjusted to effect the split.

Preferred Stock

The Company’s Articles of Incorporation, as amended,\nauthorize the issuance of up to 20,000,000 shares of preferred stock, par value $0.0001 per share, issuable in one or more series with\nsuch designations, preferences, rights, and limitations as may be determined by the Company’s Board of Directors from time to time without\nfurther shareholder approval. As of July 31, 2026, the Board had designated four series of preferred stock — Series A, Series B,\nand Series C Convertible Mezzanine Preferred Stock (each designated April 17, 2026) and Series D Convertible Preferred Stock — as\ndescribed below.

Series A Preferred Stock

On April 17, 2026, the Company designated\n1,500,000 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”), par value $0.0001 per share, pursuant\nto a Certificate of Designation filed with the State of Florida. Each share of Series A Preferred Stock has a stated value of $1.00 per\nshare.

The Series A Preferred Stock ranks senior to the\nCompany’s common stock with respect to dividend rights and distributions upon liquidation, dissolution, or winding up of the Company.\nHolders are entitled to cumulative dividends at an annual rate of 10% of the stated value, payable upon redemption, liquidation, or conversion.\nUpon the occurrence of certain events of default such as failure to make required payments, breaches of key covenants, insolvency events\nor delisting of the Company’s common stock, the dividend rate increases to 22%.

In the event of liquidation, dissolution, winding up, or a deemed liquidation\nevent, holders of Series A Preferred Stock are entitled to receive, prior to any distribution to holders of common stock, an amount equal\nto the stated value of the shares plus accrued and unpaid dividends and any applicable adjustment amounts as defined in the Certificate\nof Designation.

The Company may redeem the Series A Preferred\nStock during specified redemption periods at amounts ranging from 110% to 123% of the stated value, subject to the terms of the Certificate\nof Designation. In addition, beginning twelve months after issuance, or upon certain events of default, the Company may be required to\nredeem the outstanding shares for cash.

Beginning 180 days after issuance, holders may\nconvert the Series A Preferred Stock into shares of the Company’s common stock. The conversion price is variable and is generally\nequal to 65% of the lowest trading price of the Company’s common stock during the ten trading days preceding the conversion date,\nsubject to adjustment provisions contained in the Certificate of Designation.

On February 6, 2026, the Company sold 15 shares\nof Series A Convertible Preferred Stock for $15,000. The shares were simultaneously converted into 12,510 shares of common stock.

On May 8, 2026, the Company sold 175,000 shares\nof Series A Convertible Preferred Stock for $175,000.

On June 16, 2026, the Company sold 200,000 shares\nof Series A Convertible Preferred Stock for $200,000.

F-45

On July 16, 2026, the Company sold 200,000 shares\nof Series A Convertible Preferred Stock for $200,000.

As of July 31, 2026, there were 575,000 shares\nof Series A Convertible Preferred Stock outstanding.

As of July 31, 2026, the aggregate redemption\nvalue of the Series A Convertible Preferred Stock was $581,931.

Series B Preferred Stock

On April 17, 2026, the Company designated 1,500,000\nshares of Series B Convertible Preferred Stock (\"Series B Preferred Stock\"), par value $0.0001 per share, pursuant to a Certificate\nof Designation filed with the State of Florida. Each share of Series B Preferred Stock has a stated value of $1.00 per share.

The Series B Preferred Stock ranks senior to the\nCompany’s common stock with respect to dividend rights and distributions upon liquidation, dissolution, or winding up of the Company.\nHolders are entitled to cumulative dividends at an annual rate of 10% of the stated value, payable upon redemption, liquidation, or conversion.\nUpon the occurrence of certain events of default, such as failure to make required payments, breaches of key covenants, insolvency events,\nor delisting of the Company’s common stock, the dividend rate increases to 22%. In addition, upon an event of default, the stated\nvalue per share is automatically increased to $1.50, or to $2.00 for certain specified defaults, which increases the amount payable to\nholders upon redemption, liquidation, or conversion.

In the event of liquidation, dissolution, winding\nup, or a deemed liquidation event, holders of Series B Preferred Stock are entitled to receive, prior to any distribution to holders of\ncommon stock, an amount equal to the stated value of the shares plus accrued and unpaid dividends and any applicable adjustment amounts\nas defined in the Certificate of Designation.

The Company may redeem the Series B Preferred\nStock during specified redemption periods at amounts ranging from 115% to 125% of the stated value, subject to the terms of the Certificate\nof Designation. In addition, beginning twelve months after issuance, or upon certain events of default, the Company may be required to\nredeem the outstanding shares for cash.

Beginning 180 days after issuance, holders may\nconvert the Series B Preferred Stock into shares of the Company’s common stock. The conversion price is variable and is generally\nequal to 65% of the lowest trading price of the Company’s common stock during the ten trading days preceding the conversion date,\nsubject to adjustment provisions contained in the Certificate of Designation.

On May 29, 2026, the Company sold 177,500 shares of Series B Convertible\nPreferred Stock for $177,500.

On July 27, 2026, the Company sold 177,500 shares\nof Series B Convertible Preferred Stock for $177,500.

As of July 31, 2026, the aggregate redemption\nvalue of the Series B Convertible Preferred Stock was $358,161.

Series C Preferred Stock

On April 17, 2026, the Company designated 1,500,000\nshares of Series C Convertible Preferred Stock (\"Series C Preferred Stock\"), par value $0.0001 per share, pursuant to a Certificate\nof Designation filed with the State of Florida. Each share of Series C Preferred Stock has a stated value of $1.00 per share.

The Series C Preferred Stock ranks senior to the\nCompany’s common stock with respect to dividend rights and distributions upon liquidation, dissolution, or winding up of the Company.\nHolders are entitled to cumulative dividends at an annual rate of 10% of the stated value, payable upon redemption, liquidation, or conversion.\nUpon the occurrence of certain events of default, the dividend rate increases to 22%. In addition, upon an event of default, the stated\nvalue per share is automatically increased to $1.50, or to $2.00 for certain specified defaults, which increases the amount payable to\nholders upon redemption, liquidation, or conversion.

In the event of liquidation, dissolution, winding\nup, or a deemed liquidation event, holders of Series C Preferred Stock are entitled to receive, prior to any distribution to holders of\ncommon stock, an amount equal to the stated value of the shares plus accrued and unpaid dividends and any applicable adjustment amounts\nas defined in the Certificate of Designation.

F-46

The Company may redeem the Series C Preferred\nStock during specified redemption periods at amounts ranging from 115% to 125% of the stated value, subject to the terms of the Certificate\nof Designation. In addition, beginning twelve months after issuance, or upon certain events of default, the Company may be required to\nredeem the outstanding shares for cash.

Beginning 180 days after issuance, holders may\nconvert the Series C Preferred Stock into shares of the Company’s common stock. The conversion price is variable and is generally\nequal to 65% of the lowest trading price of the Company’s common stock during the ten trading days preceding the conversion date,\nsubject to adjustment provisions contained in the Certificate of Designation.

On June 16, 2026, the Company sold 200,000 shares\nof Series C Convertible Preferred Stock for $200,000.

As of July 31, 2026, the aggregate redemption\nvalue of the Series C Convertible Preferred Stock was $202,302.

Accounting treatment for Series A, Series\nB and Series C Preferred Stock

The variable-price conversion features are not\nconsidered indexed to the Company’s own stock and therefore do not qualify for the equity classification exception under ASC 815-40.\nAccordingly, the conversion features were bifurcated from the preferred-stock host contracts and accounted for as derivative liabilities.\nThe derivative liabilities were initially and subsequently measured at fair value, with changes in fair value recognized in earnings.

The remaining preferred-stock host contracts are\nclassified as mezzanine equity because certain cash-redemption provisions are contingent upon events that are not solely within the Company’s\ncontrol. As of July 31, 2026, no event had occurred that permitted the holders to require cash redemption. Based on its assessment of\ncontractual compliance, anticipated ability to satisfy the applicable obligations, and the absence of pending or expected transactions\nthat would trigger holder redemption rights, management concluded that the occurrence of a contingency permitting redemption outside the\nCompany’s control was not probable. Accordingly, the Company did not accrete their carrying amounts to stated or redemption value.

Incremental issuance costs were allocated between\nthe derivative liabilities and the preferred-stock hosts based on their relative initial fair values. Costs allocated to the derivative\nliabilities were expensed, and costs allocated to the preferred-stock hosts were recorded as reductions of mezzanine equity.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of mezzanine-equity carrying amounts
Mezzanine-equity carrying amounts
	Series A		Series B	Series C		Total
Cash purchase price	$	575,000		$	319,500		$	200,000		$	1,090,500
Initial derivative liability		(391,406	)		(250,122	)		(119,343	)		(760,871	)
Residual preferred-stock host		183,594			69,878			80,657			333,629
Issuance costs allocated to host		(6,723	)		(2,171	)		(4,033	)		(12,927	)
Preferred stock (mezzanine equity) carrying amount		176,871			67,207			76,624			320,702
Residual preferred-stock host		6,931			3,161			2,302			12,394
Mezzanine-equity carrying amount	$	183,802		$	70,368		$	78,926		$	333,096

Series D Preferred Stock

On April 30, 2026, the Company issued 250,000\nshares of Series D Convertible Preferred Stock pursuant to a conversion of $100,000 face value note payable.

The Series D Convertible Preferred Stock carries\na cumulative annual dividend equal to 10% of the face value of the preferred shares held by the investor. Dividends accrue annually and\nare payable in accordance with the terms of the agreement.

F-47

The Company evaluated the terms of the Series\nD Convertible Preferred Stock under ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. Based on management’s\nanalysis, the Series D Convertible Preferred Stock was classified as permanent equity as of July 31, 2026.

As of July 31, 2026, 250,000 shares of Series\nD Convertible Preferred Stock were issued and outstanding with an aggregate carrying value of $100,000 and an aggregate stated value of\n$100,000.

NOTE 14: SUBSEQUENT EVENTS

In preparing these condensed consolidated financial\nstatements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements\nwere issued. Such events or transactions are described below as of the date these unaudited condensed consolidated financial statements\nwere issued. The following subsequent events occurred after July 31, 2026, and prior to the filing of this Quarterly Report on Form 10-Q.

On September 1, 2026, the Company executed a\nnote payable agreement for $165,000 from which $38,050 in fees were deducted for net proceeds of $126,950. The note matures on\nDecember 15, 2026 and carries an interest rate of 12% per annum. Interest on the note accrues and is paid at maturity along with\nprincipal. The Note is convertible, following the last to occur, (i) 180 days following the inception date or (ii) an event of\ndefault, into shares of the Company’s common stock at a price equal to 65% of the lowest closing price during the\n10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap\nof 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice).

F-48

Shares\nof Common Stock

$\"\"$

Helio Corporation

PROSPECTUS

Sole Book-Runner

R.F. Lafferty\n& Co., Inc.

_______ ___, 2026

Until ____, 2026 (25 days from the date of\nthis prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required\nto deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and\nwith respect to their unsold allotments or subscriptions.

PART II — INFORMATION NOT REQUIRED IN\nTHE PROSPECTUS

The following table sets forth the various expenses\nexpected to be incurred by the Company in connection with the sale and distribution of the securities being registered hereby, other than\nunderwriting discounts and commissions. All amounts are estimated except the SEC registration fee.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

SEC registration fee	$	739
FINRA filing fee		7,963
Exchange listing fee		75,000
Accounting fees and expenses		100,000
Legal fees and expenses		40,000
Printing expenses		15,000
Registrar and Transfer Agent’s fees		7,500
Miscellaneous fees and expenses		40,000
Total	$	286,202.20

Item 14. Indemnification of Directors and Officers

Florida law authorizes corporations to limit or eliminate\n(with a few exceptions) the personal liability of directors to corporations and their shareholders for monetary damages for breaches of\ndirectors’ fiduciary duties as directors. Our Articles of Incorporation and Bylaws include provisions that eliminate, to the maximum\nextent allowable under Florida law, the personal liability of directors or officers for monetary damages for actions taken as a director\nor officer, as the case may be. Our Articles of Incorporation and Bylaws also provide that we must indemnify and advance reasonable expenses\nto our directors and officers to the fullest extent permitted by Florida law. We are also expressly authorized to carry directors’\nand officers’ insurance for our directors, officers, employees, and agents for some liabilities. We currently maintain directors’\nand officers’ insurance covering certain liabilities that may be incurred by directors and officers in the performance of their\nduties.

In so far as indemnification for liabilities arising\nunder the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing\nprovisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy\nas expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities\n(other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant\nin the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection\nwith the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling\nprecedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed\nin the Securities Act and will be governed by the final adjudication of such issue.

Item 15. Recent Sales of Unregistered Securities

The following information sets forth all securities\nsold by the Company within the past three years that were not registered under the Securities Act. Unless otherwise specified, the securities\nwere issued in transactions not involving a public offering in reliance on the exemption from registration provided by Section 4(a)(2)\nof the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. No underwriters were involved in the issuance of these securities,\nand no commissions or other remuneration were paid in connection with such sales, unless otherwise stated. The proceeds of each of the\nsales were used for general corporate and working capital purposes.

In October 2022, in connection with the incorporation\nof the Company (as Stirling Bridge Group, Inc.), we issued an entity wholly owned and controlled by James Byrd, the Company’s incorporator\nand former Chief Executive Officer, an aggregate of 2,000,000 shares of common stock (the “Founder Shares”). In connection\nwith the Business Combination in January 2024, 1,560,000 of the Founder Shares were repurchased by the Company for aggregate cash consideration\nof $130,000.

II-1

Between December 2022 and May 2023, we sold\n218,700 shares of common stock to certain investors at $0.50 per share under Regulation A. In January 2024, we sold\n200 shares of common stock to certain investors at $2.00 per share under Regulation A promulgated under the Securities Act.

In January 2024, in connection with the Company’s\nacquisition of Heliospace Corporation, we issued 9,795,733 shares of common stock to the holders of the outstanding capital stock\nof Heliospace Corporation in a transaction exempt from registration under Section 4(a)(2) and/or Regulation D, Rule 506(b) of\nthe Securities Act.

In February 2024, we sold the following shares\nof common stock in private placements exempt from registration under Section 4(a)(2) of the Securities Act: (i) 200,000 shares\nat $1.00 per share; (iii) 220,000 shares in exchange for an aggregate amount of $1,000 and services performed; and (iii) 320,000 shares\nin exchange for an aggregate amount of $1,500 and services performed.

Between March and July 2024, we sold convertible\nnotes in an aggregate principal amount of $1.0 million. The convertible notes were sold by us for cash, at par, in private placements\nexempt from registration under Section 4(a)(2) and/or Regulation D, Rule 506(b) of the Securities Act.

In October 2024, we issued an aggregate of 69,000 shares\nof common stock to certain holders of certain of the aforementioned convertible notes, as partial consideration for amendments that, among\nother things, eliminated the conversion feature of the convertible notes. We did not receive any cash consideration for these shares.\nThese transactions were private placements exempt from registration under Section 4(a)(2) and/or Regulation D, Rule 506(b) of\nthe Securities Act.

In January 2025, we sold a note in a principal amount\nof $50,000. The note was sold by us for cash, at par, in a private placement exempt from registration under Section 4(a)(2) and/or Regulation\nD, Rule 506(b) of the Securities Act.

In February 2025, we sold three notes in the aggregate\nprincipal amount of $485,000, of which two were sold to certain officers and directors of the Company for the principal amount of $385,000.\nThe notes were sold by us for cash, at par, in a private placement exempt from registration under Section 4(a)(2) and/or Regulation D,\nRule 506(b) of the Securities Act.

In March 2024, we sold a note in the principal amount\nof $150,000 to our former Chief Executive Officer (from inception until the consummation of the Business Combination in January 2024)\nand incorporator. The note was sold by us for cash, at par, in a private placement exempt from registration under Section 4(a)(2) and/or\nRegulation D, Rule 506(b) of the Securities Act.

In April 2025, we sold a note in the principal amount\nof $150,000 to an entity wholly-owned by our former Chief Executive Officer (from inception until the consummation of the Business\nCombination in January 2024) and incorporator. The note was sold by us for cash, at par, in a private placement exempt from registration\nunder Section 4(a)(2) and/or Regulation D, Rule 506(b) of the Securities Act.

On April 27, 2026, the Company entered into a\nbinding settlement agreement (the “Wolf Settlement Agreement”) with Sean Wolf (“Wolf”) via an exchange\nof emails, pursuant to which the Company and Wolf agreed to resolve and settle an aggregate outstanding obligation of $879,163 (the “Settlement\nAmount”), representing all principal and accrued interest owed under two promissory notes previously issued by the Company:\n(i) a 9.75% Promissory Note in the principal amount of $400,000 issued on October 15, 2024 to Blackwolf Venture Group LLC, a Florida limited\nliability company controlled by Wolf, and (ii) a 9.75% Promissory Note in the principal amount of $500,000 issued on October 16, 2024\nto Wolf (collectively, the “Wolf Notes”). The Settlement Amount will be satisfied through net proceeds from Wolf’s\nsales of Helio common stock in accordance with negotiated leak-out terms, and any direct payments by the Company. Pursuant to the Wolf\nSettlement Agreement, the Company agreed to authorize ClearTrust, LLC to remove the restrictive legend on 225,000 shares of common stock\nheld in book entry for Wolf’s benefit, and agreed to provide a Rule 144 opinion letter with respect to an additional 275,000 shares\nof Helio common stock held by Joseph Pitman ( our former Chief Technology Officer and former director), following their transfer to Wolf.\nNo new shares were issued by the Company in connection with the Wolf Settlement Agreement.

II-2

On March 12, 2026, FirstFire exercised the FirstFire\nWarrant in full via cashless exercise, resulting in the issuance of 52,640 shares of common stock, and no FirstFire Warrant remains outstanding.\nOn or about April 29, 2026, in connection with the full satisfaction and cancellation of the FirstFire Note, the Company issued 20,000\nshares of its common stock to FirstFire Global Opportunities Fund, LLC at a conversion price of $2.50 per share, representing a partial\nconversion of the remaining outstanding balance of the FirstFire Note. The remaining balance of the FirstFire Note was repaid in cash\n($150,000). The 20,000 shares were issued in reliance on Section 3(a)(9) of the Securities Act, as an exchange of the Company’s\nsecurities for its outstanding indebtedness, with no commission or other remuneration paid in connection with the issuance. The shares\nhave not been registered under the Securities Act and constitute restricted securities under Rule 144.

Additionally, over the last three years, we have issued\n1,750,971 options to purchase shares of our common stock to certain employees, service providers, and officers and directors pursuant\nto Rule 701 under the Securities Act and/or private placements exempt from registration under Section 4(a)(2) of the Securities Act. Of\nthese, 52,604 options have been exercised.

In August 2025, we issued 83,333 shares of common\nstock to a consultant for services rendered. These shares were issued in a private placement exempt from registration under Section 4(a)(2)\nof the Securities Act.

On August 26, 2025, we entered into a Securities Purchase\nAgreement with an accredited investor pursuant to which we issued a convertible promissory note in the aggregate principal amount of $275,000\nfor gross proceeds of $250,000, reflecting an original issue discount of $25,000. The note bears interest at 10% per annum, matures on\nAugust 26, 2026, and provides for monthly amortization payments beginning February 26, 2026, with all remaining amounts due at maturity.\nThe note is convertible into shares of our common stock, upon certain events of default or missed payments, at a price equal to 90% of\nthe lowest closing price during the 10 trading days prior to conversion, subject to a 4.99% beneficial ownership cap. In connection with\nthe financing, we also issued 25,000 shares of our common stock as commitment shares. Network 1 Financial Securities acted as placement\nagent in connection with this transaction. These securities were issued in a private placement exempt from registration under Section\n4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

On December 2, 2025, we entered into exchange agreements\nwith Gregory T. Delory, our then Chief Executive Officer and Chairman of the Board, and Paul S. Turin, our Chief Engineer and then a member\nof the Board of Directors, pursuant to which we issued an aggregate of 7,398,459 shares of our common stock in exchange for the cancellation\nof outstanding promissory notes. Pursuant to the exchange agreement with Mr. Delory, notes in the aggregate outstanding amount of $315,188\n(consisting of $288,281 in principal and $26,908 in accrued interest) were cancelled in exchange for 2,204,561 shares. Pursuant to the\nexchange agreement with Mr. Turin, notes in the aggregate outstanding amount of $742,577 (consisting of $680,773 in principal and $61,804\nin accrued interest) were cancelled in exchange for 5,193,898 shares. The shares were issued at a conversion price of $0.142971 per share,\nrepresenting the 20-day VWAP of our common stock as reported by OTC Markets Group. These shares were issued in reliance on Section 3(a)(9)\nof the Securities Act, as an exchange of our securities for outstanding indebtedness with no commission or other remuneration paid.

On December 19, 2025, we entered into purchase agreements\nwith institutional investors pursuant to which we issued unsecured bridge notes and an unsecured convertible promissory note for aggregate\ngross proceeds of approximately $250,000, reflecting original issue discounts. The notes bear interest at 12% per annum and mature in\n2026. These securities were issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act and/or Rule 506(b)\nof Regulation D.

On January 5, 2026, we issued 3,000,000 shares of\nour common stock to Edward Cabrera in connection with his appointment as Chief Executive Officer and Chairman of the Board pursuant to\nan executive employment agreement. The shares were valued at $1,349,700 (approximately $0.45 per share) and were issued as compensation\nfor services. These shares were issued in reliance upon Rule 701 promulgated under the Securities Act and/or Section 4(a)(2) thereof.

On January 5, 2026, we issued 1,250,000 shares of\nour common stock to Edward W. Cabrera in connection with his employment as Manager of Investor Relations pursuant to an employment agreement.\nThe shares were valued at $562,375 (approximately $0.45 per share) and were issued as compensation for services. Edward W. Cabrera is\nthe son of Edward Cabrera, our Chief Executive Officer. These shares were issued in reliance upon Rule 701 promulgated under the Securities\nAct and/or Section 4(a)(2) thereof.

II-3

On January 12, 2026, we entered into a Securities\nPurchase Agreement with an accredited investor pursuant to which we issued a convertible promissory note in the original principal amount\nof $165,000 for a purchase price of $150,000, reflecting an original issue discount of $15,000. We received net cash proceeds of approximately\n$133,000 after deducting placement agent fees and other transaction-related expenses. The note matures January 12, 2027, bears a one-time\ninterest charge of 10% of the principal amount earned in full as of issuance, and provides for scheduled amortization payments in cash,\nincluding a payment of $90,750 on July 13, 2026, monthly payments of $15,125 from August 12, 2026 through December 12, 2026, and a final\npayment of all remaining outstanding amounts on January 12, 2027. Failure to make any required amortization payment constitutes an Event\nof Default. The note is convertible, upon certain events of default or missed payments, into shares of our common stock at a conversion\nprice equal to the lesser of (i) 90% of the lowest closing price during the 10 trading days prior to conversion or (ii) $0.50 per share,\nsubject to adjustment and a 4.99% beneficial ownership cap. In connection with this transaction, we issued 75,000 shares of our common\nstock as commitment shares. These securities were issued in a private placement exempt from registration under Section 4(a)(2) of the\nSecurities Act and Rule 506(b) of Regulation D.

On January 14, 2026, we entered into a Securities\nPurchase Agreement with an accredited investor pursuant to which we issued a convertible promissory note in the original principal amount\nof $165,000 for a purchase price of $150,000, reflecting an original issue discount of $15,000. We received net cash proceeds of approximately\n$133,000 after deducting placement agent fees and other transaction-related expenses. The note matures January 14, 2027, bears interest\nat 10% per annum, and is convertible, at the option of the holder, into shares of our common stock at a conversion price equal to the\nlesser of (i) 80% of the lowest closing price during the 10 trading days prior to conversion or (ii) $0.50 per share, subject to adjustment\nand a 4.99% beneficial ownership cap. In connection with this transaction, we issued 75,000 shares of our common stock as commitment shares\nand a warrant to purchase up to 330,000 shares of our common stock at an exercise price of $0.50 per share, exercisable for five years,\nsubject to a 4.99% beneficial ownership limitation and customary anti-dilution adjustments. These securities were issued in a private\nplacement exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The note was subsequently\nsatisfied and cancelled on or about April 29, 2026.

On January 15, 2026, we issued 12,000 shares of our\ncommon stock to a consultant for services rendered. These shares were issued in a private placement exempt from registration under Section\n4(a)(2) of the Securities Act.

On January 23, 2026, the Company entered into a Securities\nPurchase Agreement with an accredited investor, pursuant to which the Company issued 250,000 shares of the Company's Series D Convertible\nPreferred Stock, par value $0.0001 per share, at a stated value of $0.40 per share, for aggregate proceeds of $100,000. The foregoing\nsecurities were issued in reliance on the exemption from registration provided by Rule 506(c) of Regulation D under the Securities Act\nof 1933, as amended. The investor represented that it was an \"accredited investor\" as defined in Rule 501(a) of Regulation D.

On February 4, 2026, the Company issued 12,000 restricted\nshares of Common Stock to a consultant pursuant to a Board Resolution adopted by the Company's Board of Directors. The shares were valued\nat the twenty (20) trading-day volume-weighted average price of the Company's Common Stock for the twenty consecutive trading days immediately\npreceding and including February 4, 2026. The foregoing shares were issued in reliance on the exemption from registration provided by\nSection 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. No general solicitation was\nused in connection with this issuance.

On February 5, 2026, the Company entered into a Convertible\nPreferred Stock Offering Memorandum and Purchase Agreement with an accredited investor, pursuant to which the Company issued and sold\n15 Units of Series A Convertible Preferred Stock at a minimum invested amount of $1,000 per Unit, for aggregate proceeds of $15,000. The\nPreferred Shares are convertible into shares of the Company's Common Stock at a 20% discount to the average closing price of the Common\nStock during the five trading days preceding the conversion date. The foregoing securities were issued in reliance on the exemption from\nregistration provided by Rule 506(c) of Regulation D under the Securities Act of 1933, as amended. The investor represented that it was\nan \"accredited investor\" as defined in Rule 501(a) of Regulation D, and the Company took reasonable steps to verify the investor's\naccredited investor status.

II-4

On February 17, 2026, we entered into a Securities\nPurchase Agreement with GS Capital Partners, LLC (“GS Capital”) pursuant to which we issued a 12% Promissory Note in the principal\namount of $150,000. The note contains an original issue discount of $11,000, resulting in a purchase price of $139,000, less a $4,000\nlegal fee deduction, for net proceeds of $135,000 before expenses. The note matures February 17, 2027 and bears interest at 12% per annum.\nIn connection with this transaction, we issued 12,000 shares of our common stock to GS Capital as commitment shares. Upon the occurrence\nof an event of default, GS Capital may convert outstanding principal and accrued interest into shares of our common stock at a conversion\nprice equal to 70% of the lowest trading price during the 15 trading days preceding the date of conversion, subject to a 4.99% beneficial\nownership limitation. These securities were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities\nAct and/or Rule 506(b) of Regulation D.

On February 9, 2026, we entered into a Securities\nPurchase Agreement with CFI Capital LLC (\"CFI\") pursuant to which we issued a 6% Convertible Redeemable Note in the aggregate\nprincipal amount of $200,000. The note contains an original issue discount of $20,000, resulting in a purchase price of $180,000, less\na $5,000 legal fee deduction, for net proceeds of $175,000 before expenses. The note bears interest at 6% per annum and matures February\n9, 2027. Beginning on the six-month anniversary of issuance, CFI may convert outstanding principal and accrued interest into shares of\nour common stock at a conversion price equal to 60% of the lowest trading price during the 20 trading days preceding the date of conversion,\nsubject to a 4.99% beneficial ownership limitation. These securities were issued in a private placement exempt from registration under\nSection 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

On February 17, 2026, we entered into a Securities\nPurchase Agreement with Quick Capital, LLC (“Quick Capital”) pursuant to which we issued a Convertible Promissory Note in\nthe aggregate principal amount of $172,222. The note contains an original issue discount of $17,222 and $5,000 withheld for legal expenses,\nfor net proceeds of $150,000 before other expenses. The note matures 12 months from issuance and bears interest at 6% per annum. Beginning\non the 180th day following issuance, Quick Capital may convert outstanding principal and accrued interest into shares of our common stock\nat a conversion price equal to 60% of the lowest trading price during the 20 trading days preceding the date of conversion, subject to\na 4.99% beneficial ownership limitation. These securities were issued in a private placement exempt from registration under Section 4(a)(2)\nof the Securities Act and/or Rule 506(b) of Regulation D.

In March 2026, we sold 1,000 shares of our original\nSeries B Convertible Preferred Stock - a series separate from, and subsequently superseded by, the Series B Convertible Preferred Stock\ndesignated on May 29, 2026 - with a par value of $0.0001 per share and a stated value of $931.50 per share, for an aggregate purchase\nprice of $931,500. Each such share was convertible into shares of our common stock by dividing the stated value by the applicable conversion\nprice, subject to a 4.99% beneficial ownership limitation, and the related purchase agreement contained a leak-out provision limiting\nresales of the underlying common stock. Pursuant to an agreement dated March 5, 2026, the investor converted all 1,000 shares into an\naggregate of 978,738 shares of our common stock, and no shares of this original Series B Convertible Preferred Stock remain outstanding.\nThe offer, sale, and conversion were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities\nAct and Rule 506(b) of Regulation D.

On March 12, 2026, FirstFire Global Opportunities\nFund, LLC exercised the FirstFire Warrant in full via cashless exercise, resulting in the issuance of 263,198 shares of our common stock.\nNo cash proceeds were received by the Company in connection with the cashless exercise. The shares were issued in reliance on Section\n3(a)(9) of the Securities Act, as an exchange of our securities for other securities of the same issuer with no commission or other remuneration\npaid. The shares constitute restricted securities under Rule 144. No FirstFire Warrant remains outstanding following this exercise.

On March 24, 2026, the Company issued an aggregate\nof 12,510 restricted shares of Common Stock (4,170 shares each) to three accredited investors pursuant to a Board Resolution adopted by\nthe Company's Board of Directors. The shares were issued at an acquisition value of $1.20 per share in connection with the Company's Series\nA Preferred Stock offering. The foregoing shares were issued in reliance on the exemption from registration provided by Section 4(a)(2)\nof the Securities Act of 1933, as amended, as a transaction not involving a public offering. No general solicitation was used in connection\nwith this issuance.

On March 24, 2026, the Company issued 1,000 restricted\nshares of Common Stock to a third-party entity pursuant to a Memorandum of Understanding dated March 16, 2026, and a Board Resolution\nadopted by the Company's Board of Directors effective March 24, 2026. The shares were issued as commitment consideration in connection\nwith the parties' intent to collaborate on the development, sale, and deployment of Space-Based Solar Power systems. The shares were issued\nat no cash consideration. The foregoing shares were issued in reliance on the exemption from registration provided by Section 4(a)(2)\nof the Securities Act of 1933, as amended, as a transaction not involving a public offering. No general solicitation was used in connection\nwith this issuance.

II-5

In a private placement conducted from April 9, 2026\nthrough May 8, 2026, the Company sold an aggregate of 93,276 shares of common stock, on a post-reverse-stock-split basis, to 53 purchasers,\neach of whom represented that such purchaser was an accredited investor, for aggregate proceeds of $326,446.42. The securities were issued\nin reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

On April 14, 2026, the Company issued an aggregate\nof 200,000 restricted shares of Common Stock to four officers and directors of the Company (50,000 shares each) pursuant to their respective\nemployment and board of directors agreements, and a Board Resolution adopted by the Company's Board of Directors effective April 14, 2026.\nThe shares were issued as equity compensation for services rendered and were issued at no cash consideration. The foregoing shares were\nissued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction\nnot involving a public offering. No general solicitation was used in connection with this issuance.

On April 22, 2026, we entered into an Exchange Agreement\nwith Gregory T. Delory, our Chief Technology Officer. Prior to entering into the exchange agreement, we formalized $327,629 in outstanding\nadvances previously made by Mr. Delory to the Company as a zero-interest, on-demand promissory note, which was immediately cancelled pursuant\nto the exchange agreement. On April 28, 2026, we issued 149,979 shares of our common stock to Mr. Delory in exchange for the cancellation\nof the $327,629 note. The shares were issued at a conversion price of $2.1845 per share, representing the 20-day VWAP of our common stock\nas reported by OTC Markets Group. These shares were issued in reliance on Section 3(a)(9) of the Securities Act, as an exchange of our\nsecurities for outstanding indebtedness with no commission or other remuneration paid.

On April 17, 2026, the Company entered into a Series\nA Preferred Stock Purchase Agreement with Vanquish Fund, LLC, pursuant to which the Company issued and sold 175,000 shares of the Company's\nSeries A Convertible Preferred Stock at a purchase price of $1.00 per share, for an aggregate purchase price of $175,000. The transaction\nwas funded on or about May 5, 2026, with $168,000 disbursed to the Company and the balance applied to $2,500 of legal expenses and a $4,500\ndue-diligence fee. The foregoing securities were issued in reliance on the exemption from registration provided by Rule 506(b) of Regulation\nD under the Securities Act of 1933, as amended, and Section 4(a)(2) of the Securities Act. The investor represented, among other things,\nthat it was an \"accredited investor\" as defined in Rule 501(a) of Regulation D, was acquiring the securities for investment\nand not with a view to distribution, had access to information concerning the Company, understood the securities were restricted, and\nhad a substantial pre-existing relationship with the Company, and the agreement contains representations concerning the absence of general\nsolicitation.

On May 29, 2026, we sold 177,500 shares of our newly\ndesignated Series B Convertible Preferred Stock (a separate series from that described above), par value $0.0001 per share, to Efrat Investments\nLLC, an accredited investor, for an aggregate purchase price of $159,750 (reflecting a purchase price of $0.90 per share, a 10% original\nissue discount to the stated value of $1.00 per share). Each share of such Series B Preferred Stock is convertible into shares of our\ncommon stock, subject to a 4.99% beneficial ownership limitation, a Most Favored Nation provision, and a liquidation preference equal\nto the stated value per share. The offer and sale were made in reliance upon the exemption from registration provided by Section 4(a)(2)\nof the Securities Act and Rule 506(b) of Regulation D.

On June 16, 2026, we entered into a Series A Preferred\nStock Purchase Agreement with Vanquish Fund, LLC, pursuant to which Vanquish purchased 200,000 shares of our Series A Convertible Preferred\nStock for an aggregate purchase price of $200,000 ($1.00 per share), and on July 16, 2026, we entered into a further Series A Preferred\nStock Purchase Agreement with Vanquish Fund, LLC, pursuant to which Vanquish purchased an additional 200,000 shares of our Series A Convertible\nPreferred Stock for an aggregate purchase price of $200,000 ($1.00 per share). In each case, $193,000 was disbursed to the Company\nand the balance was applied to $2,500 of legal expenses and a $4,500 due-diligence fee. The offers and sales were made in reliance upon\nthe exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. In each case, Vanquish\nrepresented, among other things, that it was an accredited investor, was acquiring the securities for investment and not with a view to\ndistribution, had access to information concerning the Company, understood the securities were restricted, and had a substantial pre-existing\nrelationship with the Company, and no general solicitation was used in connection with the offering.

II-6

On June 19, 2026, we sold 200,000 shares of our Series\nC Convertible Preferred Stock to Auctus Fund, LLC, an accredited investor, for an aggregate purchase price of $200,000 ($1.00 per share).\nEach share of Series C Preferred Stock carries a cumulative 10% annual dividend and, beginning 180 days after issuance, is convertible\ninto shares of our common stock at a variable conversion price equal to 65% of the lowest trading price during the ten trading days preceding\nconversion, subject to a 4.99% beneficial ownership limitation. The offer and sale were made in reliance upon the exemption from registration\nprovided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

On July 27, 2026, we sold 177,500 shares of our Series\nB Convertible Preferred Stock to SilverCrest Hybrid Capital LLC for an aggregate purchase price of $159,750 ($0.90 per share). The offer\nand sale were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b)\nof Regulation D. SilverCrest represented, in the executed Series B Preferred Stock Purchase Agreement dated July 27, 2026, that\nit was an accredited investor and was acquiring the securities for investment, and no general solicitation was used in connection with\nthe offering.

On July 30, 2026, we issued to CFI Capital LLC a 6%\nConvertible Redeemable Note in the aggregate principal amount of $200,000 (reflecting an original issue discount of $20,000, for a purchase\nprice of $180,000), maturing July 30, 2027 and bearing interest at 6% per annum. Beginning after the sixth monthly anniversary of the\nnote, the holder may convert outstanding principal into shares of our common stock at a conversion price equal to 60% of the lowest trading\nprice during the 20 trading days preceding conversion, subject to adjustment and a 4.99% beneficial ownership limitation (which may be\nincreased to up to 9.9% upon 60 days’ prior written notice). These securities were issued in a private placement exempt from registration\nunder Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D. In the related Securities Purchase Agreement, CFI\nrepresented, among other things, as to its investment intent, accredited-investor status, access to information, understanding that the\nsecurities were restricted, and reliance on an exemption from registration.

During the three months ended July 31, 2026, the Company\nissued 5,000 shares of common stock (on a post-reverse-stock-split basis) to Borders Consulting, LLC as compensation for consulting services.\nThe shares were offered and issued without any general solicitation, and Borders Consulting, LLC’s services did not include the\nsolicitation of investors to purchase securities in any Company offering. These shares were issued in reliance on the exemption from registration\nprovided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.

Also during the three months ended July 31, 2026,\nthe Company issued 410 shares of common stock (on a post-reverse-stock-split basis) to Jared Muenks, the legal holder reflected in the\nrecords of the Company’s transfer agent, as compensation for consulting services rendered in connection with his engagement through\nFreestyle Consulting. The shares were offered and issued without any general solicitation and were issued in reliance on the exemption\nfrom registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.

Effective June 4, 2026, the Company authorized the\nissuance of 2,002 shares of common stock (on a post-reverse-stock-split basis) to CHMK Holding LLC as compensation for administrative\nservices provided in support of the Company’s private placement. CHMK Holding LLC’s services were limited to administrative\nsupport and did not include investor introductions, securities marketing, or solicitation activities, and its compensation was fixed in\nadvance and was not based on investor participation or capital raised. These shares were issued in reliance on the exemption from registration\nprovided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.

On September 1, 2026, the Company issued a convertible\npromissory note to Liberty Funding, LLC in the original principal amount of $165,000 for a purchase price of $150,000. The note is convertible\ninto shares of the Company’s common stock in accordance with its terms. The securities were issued in reliance upon the exemptions\nfrom registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

II-7

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits. The list of exhibits is\nset forth below and is incorporated by reference herein.

EXHIBIT INDEX

Exhibit Number	Description	\n Previously Filed and \n Incorporated by Reference Herein	\n Previously \n Filed \n Exhibit No.
1.1†	Form of Underwriting Agreement between Helio Corporation and R.F. Lafferty & Co., Inc.
3.1	Articles of Incorporation of Stirling Bridge Group, Inc., dated October 3, 2022	Registration Statement on Form S-1 (File No. 333-284062)	3.1
3.2	Articles of Amendment to Articles of Incorporation of Stirling Bridge Group, Inc., dated May 10, 2023	Registration Statement on Form S-1 (File No. 333-284062)	3.2
3.3	Articles of Amendment to Articles of Incorporation of Web3 Corporation, January 22, 2024	Registration Statement on Form S-1 (File No. 333-284062)	3.3
3.4	Articles of Amendment to Articles of Incorporation of Helio Corporation, dated July 1, 2024	Registration Statement on Form S-1 (File No. 333-284062)	3.4
3.5	Certificate of Amendment to Articles of Incorporation of Helio Corporation, filed April 8, 2025	Form 10-Q for the quarter ended January 31, 2025	3.1
3.6	Certificate of Designations of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of Helio Corporation, dated March 5, 2026	Form 8-K filed March 11, 2026	3.1
3.7*	Articles of Amendment to Articles of Incorporation of Helio Corporation, filed April 21, 2026
3.8*	Articles of Amendment to Articles of Incorporation of Helio Corporation, filed May 5, 2026
3.9*	Articles of Amendment to Articles of Incorporation of Helio Corporation, filed May 8, 2026
3.10*	Articles of Amendment to Articles of Incorporation of Helio Corporation, filed May 18, 2026
3.11*	Articles of Amendment to Articles of Incorporation of Helio Corporation, filed June 8, 2026
3.12*	Articles of Amendment to Articles of Incorporation of Helio Corporation, filed June 23, 2026
3.13*	Articles of Amendment to the Articles of Incorporation of Helio Corporation effecting the 1-for-5 Reverse Stock Split, filed July 17, 2026 (effective July 20, 2026)
3.15	Amended and Restated Bylaws of Helio Corporation	Registration Statement on Form S-1 (File No. 333-284062)	3.5
4.1†	Form of Representative Warrant
5.1†	Opinion of Business Legal Advisors, LLC
10.1+	2018 Heliospace Corporation Equity Incentive Plan	Registration Statement on Form S-1 (File No. 333-284062)	10.1

II-8

10.2+	Helio Corporation 2025 Equity Incentive Plan	Form 10-K for the year ended October 31, 2025	10.79
10.3+	Form of Helio Corporation Equity Incentive Plan Award Agreement	Registration Statement on Form S-1 (File No. 333-284062)	10.2
10.4+	Executive Employment Agreement, dated January 5, 2026, between Helio Corporation and Edward Cabrera	Form 8-K filed January 5, 2026	10.1
10.5+	Executive Employment Agreement, dated January 19, 2026, by and between Helio Corporation and Mark Knauf	Form 8-K filed January 20, 2026	10.1
10.6+	Form of Director Agreement	Form 8-K filed January 27, 2026	10.1
10.7	Secured Promissory Note in the principal sum of $250,000, of Helio Corporation as Maker dated October 16, 2024	Registration Statement on Form S-1 (File No. 333-284062)	10.15
10.8	Convertible Promissory Note, dated January 12, 2026	Form 8-K filed January 16, 2026	10.2
10.9	Exchange Agreement, dated December 2, 2025, between Helio Corporation and Gregory T. Delory	Form 8-K filed December 4, 2025	10.1
10.10	Exchange Agreement, dated December 2, 2025, between Helio Corporation and Paul S. Turin	Form 8-K filed December 4, 2025	10.2
10.11	Exchange Agreement, dated April 22, 2026, between Helio Corporation and Gregory T. Delory	Form 8-K filed April 28, 2026	10.1
10.12	Settlement Agreement (Email Exchange), dated April 27, 2026, between Helio Corporation and Sean Wolf	Form 8-K filed May 1, 2026	10.1
10.13*	Convertible Redeemable Note in the principal sum of $200,000, dated February 10, 2026
10.14*	Securities Purchase Agreement dated February 9, 2026
10.15*	Convertible Promissory Note in the principal sum of $150,000, dated February 17, 2026
10.16*	Securities Purchase Agreement dated February 17, 2026
10.17*	Securities Purchase Agreement and Convertible Promissory Note in the principal sum of $172,222.22 dated February 17, 2026
10.18*	Convertible Promissory Note in the principal sum of $165,000, dated September 1, 2026
10.19*	Securities Purchase Agreement dated September 1, 2026
10.20*	Series A Preferred Stock Purchase Agreement in the sum of $175,000 dated April 17, 2026
10.21*	Series A Preferred Stock Purchase Agreement in the sum of $200,000 dated June 16, 2026
10.22*	Series A Preferred Stock Purchase Agreement in the sum of $200,000 dated July 16, 2026
10.23*	Series B Preferred Stock Purchase Agreement in the sum of $159,750 dated May 29, 2026
10.24*	Series B Preferred Stock Purchase Agreement in the sum of $177,500 dated July 27, 2026

II-9

10.25*	Securities Purchase Agreement, Series C Convertible Preferred Stock, in the sum of $200,000 dated June 19, 2026
10.26*	$100,000 of Convertible Preferred Stock Offering Memorandum and Purchase Agreement dated January 13, 2026 (Series D)
10.27*	Convertible Promissory Note in the sum of $200,000 and Securities Purchase Agreement dated July 31, 2026
10.28	Amendment to Convertible Promissory Note and Waiver of\nConversion Rights\n\n	Registration Statement on Form S-1 (File No. 333-284062)	10.12
10.29	Convertible Promissory Note in the Principal Sum of $50,000	Registration Statement on Form S-1 (File No. 333-284062)	10.13
10.30	Promissory Note Issued to Indicia Capital, LLC on April 16, 2025 \n	Form 10-Q Filed May 5, 2025	10.4
10.31	Securities Purchase Agreement, Dated December 19, 2025 \n	Form 8-K Filed December 30^th, 2025	10.1
10.32	Promissory Note, Dated December 19, 2025 \n	Form 8-K Filed December 30^th, 2025	10.2
10.33	Securities Purchase Agreement, Dated December 19, 2025 \n	Form 8-K Filed December 30^th, 2025	10.3
10.34	Promissory Note, Dated December 19, 2025 \n	Form 8-K Filed December 30^th, 2025	10.4
10.35	Securities Purchase Agreement, Dated December 19, 2025	Form 8-K Filed December 30^th, 2025	10.5
10.36	Convertible Promissory Note, Dated December 19, 2025 \n	Form 8-K Filed December 30^th, 2025	10.6
10.37	Securities Purchase Agreement, Dated August 26, 2025 \n	Form 8-K Filed September 2, 2025	10.1
10.38	$275,000 Promissory Note, Dated August 26, 2025 \n	Form 8-K Filed September 2, 2025	10.2
14.1*	Code of Ethics
16.1	Letter of Astra Audit & Advisory, LLC, dated February 25, 2026	Form 8-K filed February 26, 2026	16.1
21.1	List of Subsidiaries of Helio Corporation	Registration Statement on Form S-1 (File No. 333-284062)	21.1
23.1*	Consent of Astra Audit & Advisory, LLC for Helio Corporation
23.2†	Consent of Business Legal Advisors, LLC (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page hereto)
99.1*	Insider Trading Policy
99.2*	Related Party Transactions Policy
107*	Filing Fee Table

\n \n \n \n

*	Filed herewith.

\n \n \n \n

†	To be filed by amendment.

\n \n \n \n

⁺	Management contract or compensatory arrangement

(b) Financial Statement Schedules. Schedules\nnot listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial\nstatements or notes thereto.

II-10

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide\nto the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such\nnames as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities\narising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to\nthe foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is\nagainst public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for\nindemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,\nofficer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such\ndirector, officer or controlling person in connection with the securities being registered, the registrant will, unless in the\nopinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the\nquestion whether such indemnification by it is against public policy as expressed in the Securities Act and will be\ngoverned by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For\npurposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this\nregistration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)\nor (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For\npurposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall\nbe deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time\nshall be deemed to be the initial bona fide offering thereof.

(3) To file, during any period\nin which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus\nrequired by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the\nprospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment\nthereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.\nNotwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered\nwould not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be\nreflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and\nprice represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration\nFee” table in the effective registration statement;

(iii) To include any\nmaterial information with respect to the plan of distribution not previously disclosed in the registration statement or any material change\nto such information in the registration statement;

(4) That, for the purpose of determining\nany liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement\nrelating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide\noffering thereof.

(5) To remove from registration\nby means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-11

SIGNATURES

Pursuant to the requirements of Securities Act of 1933,\nthe registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form S-1 and has\nduly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned thereunto duly authorized in Berkeley,\nCalifornia on October 21, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n

	Helio Corporation

	By:	/s/ Edward Cabrera
		Edward Cabrera
		Chief Executive Officer \n (Principal Executive Officer)

	By:	/s/ Mark Knauf
		Mark Knauf
		Chief Financial Officer \n (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

EACH UNDERSIGNED OFFICER AND DIRECTOR OF HELIO CORPORATION\nhereby severally constitutes and appoints Edward Cabrera his or her true and lawful attorney-in-fact and agent, with full power of substitution\nand re-substitution, for him or her and in his or her name, place and stead in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto and other documents\nin connection therewith with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each\nand every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person,\nhereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes,\nmay lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933,\nthis registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Edward Cabrera	Chairman and Chief Executive Officer	October 21, 2026
Edward Cabrera

/s/ Mark Knauf	Chief Financial Officer	October 21, 2026
Mark Knauf

/s/ Gregory T. Delory	Chief Technology Officer and Director	October 21,\n 2026
Gregory T. Delory

/s/ Bruce Campbell	Director	October 21, 2026
Bruce Campbell

/s/ Mario Noel Martinez	Director	October 21, 2026
Mario Noel Martinez

/s/ Vikas Parti	Director	October 21, 2026
Vikas Parti

II-12

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