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Debt
 6 Months Ended
Jun. 30, 2025
Debt  
Debt

NOTE 13 — Debt

The following table presents the outstanding principal and accrued interest balances as of June 30, 2025 and December 31, 2024. Interest expense includes both contractual interest in the notes and the amortization of original issue discounts. Original issue discounts reflect debt issuance costs as well as the relative fair value of warrants issued concurrently with certain debt instruments. All outstanding indebtedness is secured by a continuing security interest in substantially all of the Company’s assets.

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Notes

    

Maturities

    

Effective Rate

    

June 30, 2025

    

December 31, 2024

340 Broadway holdings

​

2026

​

15.0

%  

$

1,000,000

​

$

—

Silverback Capital Corporation

​

2026

​

15.0

%  

​

1,000,000

​

​

—

Aegus Corp

 

2024

 

12.0

%  

​

230,000

 

​

230,000

Maximcash Solutions LLC

​

2025

​

44.0

%

​

490,250

​

​

—

Seaport notes

​

2030

​

9.0

%

​

14,701,451

​

​

17,612,166

Steele consolidated note

​

2028

​

9.0

%

​

3,000,000

​

​

2,863,000

St. James Bank&Trust

​

2025

​

12.0

%

​

2,850,000

​

​

—

Azure SJBT notes

 

2024

 

14.5

%  

​

—

 

​

2,275,000

LAM LHA

 

2024

 

7.8

%  

​

—

 

​

40,456

Polar note

 

2025

 

0.0

%  

​

—

 

​

1,175,000

John Redmond (other)

​

2018-2024

​

12.0

%  

 

—

​

 

19,821,055

Catalytic notes

​

2020

​

12.0

%  

 

—

​

​

1,563,796

Bay Point notes

​

2023

​

15.0

%  

​

—

​

​

813,633

Seed financing notes

​

2024

​

12.0

%  

​

—

​

​

3,600,000

Total Principal

​

​

​

​

​

$

23,271,701

​

$

49,994,106

Accrued interest (compounded)

​

​

​

​

​

​

1,028,730

​

​

57,474,111

Total debt

​

​

​

​

​

$

24,300,431

​

$

107,468,217

Reported as:

​

​

​

​

​

​

​

​

​

​

Short-term debt

​

​

​

​

​

​

6,598,980

​

​

107,468,217

Long-term debt

​

​

​

​

​

​

17,701,451

​

​

—

Total debt

​

​

​

​

​

$

24,300,431

​

$

107,468,217

​

As of January 2, 2025, the majority of lenders agreed to convert their outstanding principal and accrued interest balances into common stock of the Company with the exceptions of Aegus Corporation, Azure SJBT, LAM LHA, Polar note, Seaport Group SIBS, and Steele note.

John Redmond Notes

Azure Notes

The Company has issued multiple notes to Azure, which is an affiliate of and controlled by John Redmond.

As of January 2, 2025, two of the five Azure notes were converted into 743,920 shares of the Company’s common stock. The settlement was treated as a capital transaction, with the corresponding gain being recorded in additional paid-in capital, as the settlement was deemed to be a troubled debt restructuring.

On February 7, 2025, the Company entered into a non-binding refinancing term sheet with NACS, LLC, John Redmond, and SJBT. Under the terms of this agreement, the Company agreed to issue 316,616 shares of common stock to SJBT. SJBT would sell these shares, subject to a leak-out agreement, and use the sale proceeds to repay the carryforward amounts of the existing loans. The proceeds from the share sales were specifically designated to reduce accrued and unpaid interest on the Azure loans. As of the reporting date of these condensed consolidated financial statements, the Company has not yet been able to register the 316,616 shares issued. Upon issuance, the fair value of the shares was recorded in balance sheet under the caption of “Security pledged to creditors” and is remeasured at the time the shares were pledged. The corresponding fair value changes are recorded in the condensed consolidated statement of operations.

On April 25, 2025, the Company executed a promissory note agreement with SJBT for $2,850,000 bearing interest at 12% per annum. This note replaced all outstanding principal and accrued interest under the three remaining Azure loans. As of June 30, 2025, no principal or accrued interest related to the Azure loans was recorded in the Company’s condensed consolidated balance sheets.

The following table presents the accrued interest and principal balances of the Azure notes issued to related parties affiliated with John Redmond.

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​

    

​

    

Principal and Accrued Interest

Issuance date

    

Maturities

    

Interest Rate

    

As of June 30, 2025

    

As of December 31, 2024

January 1, 2021

​

March 31, 2024

 

12.00

%  

$

—

​

$

1,110,178

January 1, 2021

​

March 31, 2024

 

12.00

%  

 

—

​

 

5,412,393

October 25, 2021

​

March 31, 2024

 

14.50

%  

 

—

​

 

632,888

October 25, 2021

​

March 31, 2024

 

14.50

%  

 

—

​

 

1,423,997

October 1, 2022

​

March 31, 2024

 

14.50

%  

 

—

​

 

1,348,478

​

​

​

 

Total

​

$

—

​

$

9,927,934

​

NACS Note

On October 11, 2013, the Legacy Company issued a promissory note to NACS LLC (the “2013 NACS Note”) bearing interest at 8% per annum, with a default interest rate of 12% and a principal amount of $11,493,949. The 2013 Note allowed for prepayment of principal and accrued interest at any time without penalty. On June 1, 2016, the 2013 NACS Note was amended to provide NACS with the right to convert the principal and accrued interest into Series A and Series B units of the Legacy Company at conversion prices of $1.00 and $0.47 per unit, respectively. The amended maturity date of the note was December 31, 2018. The loan remained unpaid as of the effective date of Business Combination on January 2, 2025. At closing of the Business Combination, the loan was converted to shares and settled. The settlement was treated as a capital transaction, with the corresponding gain being recorded in additional paid-in capital, as the settlement was deemed to be a troubled debt restructuring.

In accordance with ASC 815, the Legacy Company evaluated the embedded conversion features for potential bifurcation. After assessment, it was determined that bifurcation was not required, as the embedded features did not meet the net settlement criteria necessary for derivative accounting treatment.

Additionally, John Redmond entered into an intercreditor agreement with the Seed financing noteholders, which granted drag-along conversion rights and certain collateral agency rights under specified terms. These drag-along rights were determined to be

contingent conversion features and did not require recognition until the triggering contingency occurred. Furthermore, the rights did not meet the definition of a derivative under ASC 815.

Assumed Notes

On September 12, 2012, the Legacy Company issued a promissory note with a principal amount of $3,270,119 to a third party. The note bore interest at 8% per annum and a default interest rate of 12%, with a maturity date of December 31, 2018. The note was subsequently acquired by NACS LLC. As of December 31, 2024, the principal and accrued interest on the note totaled $13,512,610.

On October 2, 2019, Mr. Redmond acquired from another party (i) a secured promissory note with a principal amount of $300,000 bearing interest at 12% per annum, and (ii) a warrant to purchase 2.26% of the Legacy Company’s issued and outstanding Series B units for every $1,000,000 of initial principal and accrued unpaid interest, with an exercise price of $0.01 per unit. The warrant is exercisable at any time, in whole or in part, but not for fractional units. The warrant includes a contingent conversion provision under which, if any portion of the NACS-held senior secured notes is converted into equity of the Company, a proportionate portion of this warrant is automatically deemed exercised. As of December 31, 2024, the outstanding principal and accrued interest on this note were $810,238.

Also on October 2, 2019, Mr. Redmond purchased an additional secured promissory note from a third party with a principal balance of $200,000 and a 12% annual interest rate. This note included a warrant with terms similar to those described above. As of December 31, 2024, the principal and accrued interest on this note totaled $540,159.

Upon the Closing of the Business Combination on January 2, 2025, the outstanding principal and accrued interest related to the NACS note and all assumed notes were converted into 745,444 shares of the Company’s common stock. The conversion eliminated the associated debt balances from the Company’s condensed consolidated balance sheets, and the fair value of the shares issued was recognized as a capital transaction with the corresponding gain recorded in additional paid-in capital as the settlement was deemed to be a troubled debt restructuring.

Following table summarizes the position in all the notes owned by Mr. Redmond.

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​

​

​

​

​

​

​

​

​

As of June 30, 2025

​

As of December 31, 2024

​

​

Interest

​

Principal

​

​

​

​

Interest

​

Principal

​

​

​

Entity

    

Payable

    

Payable

    

Total

    

Payable

    

Payable

    

Total

Azure-SJBT

​

$

—

​

$

—

​

$

—

​

$

3,095,947

​

$

6,831,987

​

$

9,927,934

NACS, LLC

​

 

—

​

 

—

​

 

—

​

 

25,052,756

​

 

11,493,949

​

 

36,546,705

Assumed Notes

​

 

—

​

 

—

​

 

—

​

 

11,092,887

​

 

3,770,119

​

 

14,863,006

Total

​

$

—

​

$

—

​

$

—

​

$

39,241,590

​

$

22,096,055

​

$

61,337,645

​

Seaport Loans

Seaport Global Loans

On July 17, 2019, the Legacy Company issued a note to Seaport Group SIBS LLC with an interest rate of 12% and a maturity date of August 31, 2019. As subsequently amended, the note provides for a maximum principal amount of $4,500,000. As amended, the note contains a $10.00 option to purchase a percentage of membership interests of the Legacy Company (determined on a fully diluted basis at the time of such exercise) equal to (i) the outstanding principal amount under such note, plus accrued and unpaid interest by (ii) $22,500,000.

On June 13, 2023, the Legacy Company amended and restated its note with Seaport (the “2023 Seaport Note”). The 2023 Seaport Note provides for a new principal loan amount of $7,853,008, a maximum loan amount of $10,000,000, a 12% annual interest rate a maturity date of March 31, 2024, and is senior secured indebtedness. In addition to the principal and interest payable under the 2023 Seaport Note, the note grants Seaport an option to purchase a percentage of membership interests of the Legacy Company (determined on a fully diluted basis at the time of such exercise) equal to (i) the outstanding principal amount under such note, plus accrued and unpaid interest by (ii) $20,010,000. The option has no expiration date and will be in full force and effect until it is exercised, or the principal and accrued interest of the Seaport note are paid in full. As of December 31, 2024, the Company recorded a warrant liability of $16,096,421. At the Closing of the Business Combination, the Company issued 5,554,792 shares of common stock to settle the

derivative liability associated with the first bridge loan and the warrant liability related to the Seaport Global loans. The Company subsequently reduced the warrant liability to $0.

Pursuant to the loan amendment agreement executed on December 1, 2023, on September 28, 2023, the total accrued and unpaid interests in the amount of $500,853 were rolled into the principal in the amount of $10,170,000 at the time to reach at an aggregate principal amount of $10,670,853. On December 31, 2023, the total accrued and unpaid interests in the amount of $352,725 were rolled into the principal in the amount of $12,317,475 at the time to reach at an aggregate principal amount of $12,670,200 as of December 31, 2023.

On September 23, 2024, the Company entered into an intercreditor and collateral agency agreement with Seaport Group SIBS LLC. Pursuant to the agreement, the Company agreed to exchange the entire outstanding principal and accrued interest on the Seaport Group SIBS LLC loan, as of the date of the Business Combination, for a new loan in the same total amount. The accumulated interest was rolled into the principal balance of the new loan. As of December 31, 2024, the total principal, including rolled-in interest, was $14,701,451. This amount was recorded as the new principal balance as of the Closing date. The Company accrued $330,783 and $886,488 interest on this loan for the three and six months ended June 30, 2025, respectively.

Seaport Bridge Loans

On March 24, 2024, the Legacy Company signed the first bridge loan with Seaport Group SIBS, LLC, with an initial principal amount of $421,200. The terms of the first bridge financing are separate from the existing Seaport financing already in place with the Legacy Company. The first bridge loan has a maximum principal draw amount up to $1,000,000, a maturity date of June 30, 2024, an annual interest rate of 12% and default interest rate of 18%, and is pari-passu in seniority to the Seaport Global Loans. In addition, at the consummation of the Business Combination, the note was to be repaid in full out of the proceeds of the transaction and Seaport Group SIBS, LLC was issued 1 share for every $1 lent to the Company under the terms of the bridge financing. The note remained outstanding post Business Combination. The Company concluded that the features in the bridge financing are embedded derivatives which are included in the Derivative Liability balance on December 31, 2024 condensed consolidated balance sheets in the amount of $2,479,000. At the Closing of the Business Combination, the Company issued 5,554,792 shares of common stock to settle the derivative liability associated with the first bridge loan and the warrant liability related to the Seaport Global loans.

On November 14, 2024, the Legacy Company signed the second bridge loan with Seaport Group SIBS, LLC, with an initial principal amount of $210,000. The terms of the second bridge financing are separate from the Seaport Global Loans already in place with the Legacy Company. The second bridge financing has a maximum principal draw amount of up to $1,000,000, a maturity date of February 12, 2025, an annual interest rate of 9%, compounded daily, and a default interest rate of 18%, compounded daily. Repayment of this note is senior to payment of any and all other outstanding indebtedness owed by the Legacy Company. In addition, at the consummation of the Business Combination, the Company granted the lender the right and option to acquire common stock of the Company with the exercise price of $10.00. The number of shares of common stock to be issued to the lender upon its exercise of its option shall be equal one share of the Company’s common stock for each dollar of the unpaid principals up to $1,000,000. The Company concluded that the features in the Bridge Financing are embedded derivatives which are included in the Derivative Liability balance on the December 31, 2024 condensed consolidated balance sheets in the amount of $2,212,000. On January 7, 2025, Seaport exercised the option related to the second bridge loan, executed on November 14, 2024, by paying an exercise price of $10 to receive 1,000,000 shares of the Company’s common stock.

On March 31, 2025, the Company entered into an amendment to the Seaport bridge loan agreements. Under the terms of the amendment, Seaport agreed to convert the cumulative principal and accrued interest from the first and second bridge loans, purchase order loans, and OPG loans into 5,350,000 shares of the Company’s common stock. The 5,350,000 shares of common stock were subsequently issued to Seaport on April 17, 2025. The fair value of the shares was recorded in additional paid-in capital on the issuance date, and the related liability of $4,693,210 was derecognized from the condensed consolidated balance sheets, with the difference recognized as a $6,196,441 loss on debt extinguishment.

Seaport Purchase Order loan

On June 27, 2024, the Company executed a purchase order purchase agreement with Seaport Group SIBS, LLC (the “Seaport PO Agreement”). Pursuant to the Seaport PO Agreement, the Company agreed to sell and Seaport Group SIBS, LLC agreed to buy certain purchase orders that the Company is entitled to bill its customer in the future. Two purchase orders amounted to $3,410,023 and were approved by the customer in October 2023. For the year ended December 31, 2024, the Company sold invoices in the amount of $364,780 collectively to Seaport Group SIBS LLC in exchange for cash payments of $350,000.

As of December 31, 2024, Seaport Group SIBS, LLC has paid the Company in the amount of $1,777,400 in exchange for the right to receive the full balance of $1,955,140 on the invoice to be billed to the customer in the future. Because the invoices were not billed to the customer at the time of the Seaport PO Agreement, the Company concluded that the total balance of $1,955,140 is considered a series of collateral purchase order loans from Seaport Group SIBS, LLC to the Company by using the underlying cash receipt of the future invoices as collateral. The Company received $330,000 from the customer on the purchase order and forwarded $288,165 of it to Seaport Group SIBS, LLC for the year ended December 31, 2024. The Company paid back $122,615 to Seaport on January 23, 2025.

The following table summarizes the Company’s cumulative activity related to purchase order loans and invoice factoring arrangements with Seaport Group SIBS LLC from inception through the date the balances were converted into shares of common stock.

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​

​

​

​

​

For the six months ended

​

    

June 30, 2025

Total invoices sold to Seaport

​

$

364,780

Total cash received from Seaport

​

 

350,000

Total factoring amount

​

 

14,780

​

​

​

​

Total PO loan from Seaport

​

 

1,777,400

Interest paid to Seaport

​

​

177,740

Total amount in exchange for PO loan

​

​

1,955,140

Payment to Seaport

​

 

(410,780)

Ending balance

​

$

1,544,360

​

Seaport OPG Loan

The Company executed multiple promissory note agreements with Seaport Group SIBS, LLC in the third and fourth quarters of 2024 (the “Seaport OPG Promissory Notes”). Each Seaport OPG Promissory Note has an interest rate of 12.0%, and a charge of 10% net proceed as original issue discount. The outstanding principal amount and any accrued interest shall be due and payable at the earlier of: (i) The date on which the Company receives proceeds from customer purchases tied to new purchase orders or invoices (which is separate from the $3,410,023 purchase order loan); (ii) six months from the date of execution.

On March 31, 2025, the Company entered into an amendment to the Seaport bridge loan agreements. Under the terms of the amendment, Seaport agreed to convert the cumulative principal and accrued interest from the first and second bridge loans, purchase order loans, and OPG loans into 5,350,000 shares of the Company’s common stock. The 5,350,000 shares of common stock were subsequently issued to Seaport on April 17, 2025. In addition, in the same amendment, the Company granted Seaport a warrant to purchase 3,000,000 shares of common stock at an exercise price of $0.01 per share. Seaport exercised the warrant on March 31, 2025 by paying $30,000 in cash, and 3,000,000 shares of common stock were subsequently issued to Seaport on April 2, 2025.

Seaport Credit Facilities

On December 31, 2024, the Company entered into the Seaport Credit Facility with Seaport Group SIBS LLC. Under the terms of the agreement, Seaport agreed to provide the Company with a credit facility up to $2,000,000 in principal. The outstanding principal and all accrued interest under the Seaport Credit Facility are due and payable upon demand by Seaport, 12 months from the date the funds are disbursed. The Seaport Credit Facility carries an annual interest rate of 15%. As of June 30, 2025, none was drawn from the Seaport Credit Facility.

Catalytic Note and Warrant

On January 23, 2019, the Legacy Company issued a note to Catalytic Holdings I LLC (“Catalytic”) with an interest rate of 12.0% per annum accruing from March 15, 2019, a principal amount of $1,080,000 and a maturity date of April 30, 2019. The principal amount of this note is subject to a 20% original issue discount. As a result, the Legacy Company received cash in the amount of $900,000. Principal and accrued interest on the note as of December 31, 2024 were $2,409,490.

In January 2019, the Legacy Company also issued a warrant to Catalytic. As amended, the warrant entitles Catalytic to purchase 2.0% of the units of the Legacy Company on a fully diluted basis at an exercise price of $0.01 per unit. The warrant expires on the tenth anniversary of the warrant issue date.

On June 26, 2019, the Legacy Company entered into a consulting agreement with Alchemy Advisory LLC (“Alchemy”), a subsidiary of Catalytic. In exchange for the business and strategic advice service from Alchemy, the Company agreed to issue Alchemy warrants which grant Alchemy the ten-year right to purchase membership interests representing voting common Unit of the Legacy Company with a per share exercise price of $0.01 per unit and representing 1.0% of the outstanding common membership interests and membership interest equivalents of the Company.

On May 18, 2023, Catalytic was awarded a summary judgment against the Legacy Company in Kings County New York State Court. On July 14, 2023, Catalytic notified the Company that it would be presenting the Court a proposed order for settlement of its summary judgment, scheduled with the Court on August 7, 2023. The proposed order was in the amount of $1,563,796 in satisfaction of Catalytic’s indebtedness with the Company. On September 7, 2023, the Court granted Catalytic both the order and judgment amount of $1,563,796 plus accruing interest at a rate of 12% per annum from October 6, 2020. These amounts are incorporated in the amounts on the Company’s condensed consolidated balance sheets plus accrued interest since the summary judgment.

Upon the Closing of the Business Combination on January 2, 2025, the outstanding principal and accrued interest related to the Catalytic note of $2,409,490 and derivative liability of $224,434 were settled through the issuance of 391,712 shares of the Company’s common stock. The conversion eliminated the associated debt balances from the Company’s condensed consolidated balance sheets, and there is no outstanding liability as of June 30, 2025. Separately, the Company issued 100,000 shares of common stock to Catalytic on February 18, 2025 in connection with the waiver of all claims Catalytic and its affiliates may have against the Company.

Bay Point Note and Warrant

On August 22, 2018, the Legacy Company issued a promissory note to Bay Point Capital Partners, LP (“Bay Point”), with an interest rate of 15%, a default interest rate of 20%, a principal amount of $670,000 and a maturity date of December 1, 2023. Principal and accrued interest on the note as of December 31, 2024 were $1,351,647.

On August 22, 2018, John Redmond executed an unconditional guaranty of payment agreement with Bay Point. For and in consideration of $10.00, John Redmond unconditionally and irrevocably guarantees to Bay Point the complete payment of the principal in the amount of $420,000 and all other obligations of the Legacy Company to Bay Point under the terms of the note or any other documents evidencing, securing or otherwise relating to the note.

In July 2019, the Legacy Company issued Bay Point a warrant to purchase 3.5% of the Series B units of the Legacy Company on a fully diluted basis at an exercise price of $0.01 per unit. The warrant expires on the tenth anniversary of the issue date. The warrant may also be converted, in whole or in part, into a number of units (rounded down to the nearest whole number) equal to (i) the fair market value of the warrant or portion thereof being converted divided by (ii) (A) 70% of the most recent pre-money Company valuation that pertains to securities issued in exchange for raising capital, divided by (B) all issued and outstanding Legacy Company units or securities at the time the warrant is converted to units. Bay Point has a right to put the warrants to the Company at any time.

In November 2023, the Legacy Company amended its loan agreement dated December 15, 2022 and agreed to pay $1,400,000 exit fees, $116,850 legal fees and $89,220 late fees on unpaid interest and principal. The exit fees, legal fees and late fees amounted to $1,606,070 as of December 31, 2024 were recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

On April 24, 2024, the Legacy Company signed a term sheet agreement with Bay Point Capital Partners, LP, defining the terms of the conversion of Bay Point’s indebtedness with the Legacy Company into equity simultaneous with the consummation of the Business Combination. Per the term sheet, Bay Point is to convert its total indebtedness, including any accrued interest and fees, into equity equal to 120% of its total indebtedness as of the date of the consummation of the Business Combination. Successful conversion also releases the Legacy Company from any and all claims Bay Point may have.

Upon the Closing of the Business Combination on January 2, 2025, the outstanding principal and accrued interest related to the Bay Point note totaling $1,351,647, the derivative liability of $254,167, and accrued exit fees, legal fees, and late fees totaling $1,606,070 were settled through the issuance of 402,745 shares of the Company’s common stock. This conversion eliminated the

related debt balances from the Company’s condensed consolidated balance sheets, and there is no outstanding liability as of June 30, 2025. Separately, on February 18, 2025, the Company issued 100,000 shares of common stock to Bay Point in connection with the waiver of all claims by Bay Point and its affiliates, and an additional 100,000 shares in settlement of legal fees incurred in the process.

Polar Loan

On April 2, 2024, Polar Multi-Strategy Master Fund (“Polar”), Mars, the Sponsor, and the Company entered into a subscription agreement. Under the agreement, the Sponsor aimed to raise funds from existing Mars investors, which would then be loaned to the Legacy Company for working capital purposes (the “Polar Loan”). Polar agreed to contribute up to $1,000,000 to the Sponsor as a capital contribution in exchange for subscription shares. The Company was obligated to repay the full principal amount of the Polar Loan to Polar upon the Closing of the Business Combination. As consideration for the capital investments funded by Polar, the Company issued to Polar one common share for each dollar of loan as of or prior to the Business Combination. The Polar Loan shall not accrue interest. The Company concluded that the feature in the Polar Loan is an embedded derivative which is included in the derivative liability balance on the December 31, 2024 condensed consolidated balance sheets in the amount of $2,607,000.

On May 29, 2024, Polar, the Sponsor and the Company executed another subscription agreement to increase the total Capital Investment amount from $1,000,000 to $1,250,000.

The Company made its first and second draw requests of $500,000 each on April 3 and April 5, 2024, respectively, which were fully funded by the Sponsor. A third draw request of $250,000 was made on May 31, 2024, of which $175,000 was funded, and the remaining $75,000 was retained by the Sponsor to cover shared transaction expenses related to the Business Combination. Upon the Closing of the Business Combination on January 2, 2025, the Company assumed the additional $75,000 liability, resulting in a total debt balance of $1,250,000 owed to the Polar. On May 19, 2025, the Company issued 1,500,000 shares of common stock in full settlement of this liability.

On December 30, 2024, the Company entered into a non-redemption agreement with Polar, under which Polar agreed to adjust its entitlement from 1,250,000 subscription shares (originally granted under agreements dated April 2, 2024 and May 29, 2024) to 312,500 shares of common stock. On January 30, 2025, the Company issued a total of 1,500,000 shares of common stock to Polar, consisting of 312,500 shares issued pursuant to the non-redemption agreement and 1,187,500 shares issued in connection with the settlement of derivative liability associated with the April 2 and May 29, 2024 subscription agreements.

Aegus Bridge Financing Notes

On May 7, 2024, the Company signed a bridge financing note with Aegus Corporation, with an initial principal amount of $230,000. The bridge financing note has a maximum principal draw amount of up to $500,000, a maturity date of November 15, 2024, and an annual interest rate of 12%, In addition, at the consummation of the Business Combination, the note is to be repaid in full out of the proceeds of the transaction and Aegus Corporation is to be issued 1 share for every $1 lent to the Company under the terms of the bridge financing. Upon the completion of the Business Combination on January 2, 2025, the principal and interest on the Aegus bridge financing note remained unpaid. On February 10, 2025, the Company agreed to issue (i) 234,380 shares of common stock to Aegus Corporation pursuant to BCA Amendment No. 4; (ii) 70,000 shares of common stock to Aegus Corporation in accordance with the settlement agreement and mutual release dated October 14, 2024; (iii) 23,000 shares of common stock to Aegus Corporation in accordance with the letter agreement dated February 7, 2025

The Company concluded that the features in the bridge financing were embedded derivatives, which were included in the derivative liability balance of the condensed consolidated balance sheets as of December 31, 2024. Upon the Closing of the Business Combination on January 2, 2025, the derivative liability of $551,000 was settled through the issuance of 130,500 shares of common stock.

As of June 30, 2025 and December 31, 2024, the aggregate principal and accrued interest on the note were $262,287 and $248,487, respectively.

Seed Financing Notes

The Legacy Company obtained financing from individual lenders in a principal amount of approximately $3.6 million as of December 31, 2024, and issued notes to lenders with stated interest rates between 7.8% and 12% and default interest rates between

15% and 18% between 2014 and 2024. Each noteholder has a continuing security interest in all of the Company’s property and assets. All such notes were in default as of December 31, 2024.

Contemporaneously with the issuance of the Seed financing notes, the Legacy Company issued warrants to purchase Series B units at an exercise price of $0.01 per unit. The warrants typically expire ten years after issuance and are each exercisable for up to approximately 3.0% of the total issued and outstanding Series B units.

Upon the Closing of the Business Combination on January 2, 2025, all of the outstanding principal and accrued interest, associated derivative liabilities and warrant liabilities were converted into shares of the Company’s common stock. The conversion eliminated the associated liability balances from the Company’s condensed consolidated balance sheets, and there is no outstanding liability as of June 30, 2025.

340 Broadway Holdings notes

On January 22, 2025 and January 24, 2025, the Company entered into a series of senior secured promissory note agreements with 340 Broadway Holdings LLC. Pursuant to the terms of these agreements, 340 Broadway Holdings LLC agreed to provide the Company with senior secured financing totaling $2,000,000. The notes bear interest at an annual rate of 15% and mature 12 months from the respective funding dates. The Company received $1,200,000 on January 23, 2025, and the remaining $800,000 on January 30, 2025. On January 22, 2025, $1,000,000 of the outstanding balance was assigned to Silverback Capital Corporation. As of June 30, 2025, the outstanding principal on the 340 Broadway Holdings notes were $1,000,000, and the accrued interest amounted to $63,500.

Silverback Capital Corporation notes

On January 22, 2025, 340 Broadway Holdings LLC assigned $1,000,000 of senior secured promissory note agreements with the Company to Silverback Capital Corporation (“Silverback”). The notes bear interest at an annual rate of 15% and mature 12 months from the respective funding dates. As of June 30, 2025, the outstanding principal on the Silverback Capital Corporation notes were $1,000,000, and the accrued interest amounted to $65,833.

Steele Consolidated Notes

On September 23, 2024, the Company executed an intercreditor and collateral agency agreement with the holders of Steele Interests SIBS, LLC, Steele Interests SIBS II, LLC, Steele Interests SIBS III, LLC, and Steele Interests SIBS IV, LLC (the “Steele Lenders”). Under this agreement, the Steele Lenders agreed to convert the total outstanding principal and accrued interest on their respective loans into a single new loan with a principal balance of $3,000,000 upon the Closing of the Business Combination. This loan bears interest at 9% per annum and matures in 2028. As of June 30, 2025, the outstanding principal on the Steele consolidated notes were $3,000,000, and the accrued interest amounted to $135,000.

Maximcash notes

On May 14, 2025, the Company entered into a loan and security agreement with Maximcash Solutions LLC (“Maximcash”). Under the agreement, Maximcash provided a $500,000 loan, net of a $13,000 origination fee deducted at funding. The loan matures on November 14, 2025 and is repayable in six monthly installments, with the first three payments interest-only, for a total repayment obligation of $610,000. As security for the loan, the Company pledged 1,000,000 shares of its common stock (the “Pledged Shares”) pursuant to the stock pledge agreement executed on the same date. In addition, the Company agreed to issue 50,000 shares of common stock to Maximcash for consulting and origination services.

On May 16, 2025, the Company issued 1,050,000 shares of common stock to Maximcash. While the loan agreement remains outstanding, if the Company’s common stock price closes below $1.00 per share, the Company is required to issue additional shares (the “Additional Pledge Shares”) such that the fair market value of the pledged shares, defined as the 10-day average volume weighted average price (“VWAP”) prior to any calculation date determined by Maximcash, equals or exceeds 200% of the total loan amount. Under the stock pledge agreement, if the loan is not repaid and any event of default is not cured, Maximcash has the right to sell or encumber the pledged shares and apply the proceeds to the outstanding loan balance. If the proceeds are insufficient to fully repay the obligations, Maximcash is required to provide an accounting of the sale price, proceeds applied, and remaining balance, and may pursue further collection remedies at law or in equity.

The Company recorded $954,100, representing the fair value of the Pledged Shares on the issuance date, as an asset under “security pledged to creditors” in its condensed consolidated balance sheet as of June 30, 2025.

Liabilities Trigged by Business Combination

Pursuant to the Fifth Amended and Restated Operating Agreement of SIBS, NACS LLC purchased all of the ownership interests in the Company previously held by York Capital Management Global Advisors, LLC (“York”). As part of the agreement, the Legacy Company agreed that if, at any time following the Closing date, it receives aggregate proceeds of $20 million or more in connection with a sale, liquidation, recapitalization, merger, initial public offering, or other transaction (including the distribution of profits or other consideration such as stock or securities), it would be obligated to pay York the following: (i) 20% of all proceeds exceeding $20 million but less than $100 million; and (ii) 10% of all proceeds equal to or exceeding $100 million but less than $200 million. Upon the Closing of the Business Combination, the equity value of the Legacy Company was determined to be $31,631,205. In accordance with the agreement with York, the Company recorded an accrued liability of $2,326,241 as of the date of closing, as the option was contingent upon a business combination. On May 19, 2025, the Company issued 1,700,000 shares of common stock in full settlement of the $2,326,241 liability, and no liability related to York was outstanding as of June 30, 2025.

During the fourth quarter of 2023, Ellenoff Grossman and Schole LLP (“EGS”), the Legacy Company’s legal counsel, agreed to receive delay payments on the service fees for services provided to the Company. Pursuant to the agreement, the Company is required to pay deferral service fees contingent upon the successful completion of the Business Combination. As of the date of Business Combination, the deferred service fees remained unpaid, and the Company recorded an accrued liability of $1,061,002 as of June 30, 2025 related to these unpaid services.

On June 18, 2024, the Legacy Company entered into a settlement and mutual release agreement (as amended on October 24, 2024, the “TFA Settlement Agreement”) with Taylor Frères Americas LLP and TFGS VII Gestion LLC (together, “TFA”). The TFA Settlement provided that TFA agreed to accept at the Closing of the Business Combination, 1,445,000 shares of common stock in exchange for and as satisfaction in full for certain equity owned by TFA and $7,626,000 of debt allegedly owed to TFA (which alleged debt the Company neither confirms or denies). However, the Company believes that the TFA Settlement Agreement expired on December 31, 2024, prior to the Closing of the Business Combination, and accordingly, that the TFA Settlement Agreement terminated on December 31, 2024. Of the total shares issued, 850,000 shares were allocated in exchange for TFA’s equity interests in the Legacy Company, while the remaining 595,000 shares were issued in settlement of accrued liabilities, though the liability has not ultimately been settled as of June 30, 2025.