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Related Parties
 6 Months Ended
Jun. 30, 2026
Related Parties [Abstract]  
RELATED PARTIES

NOTE 5 — RELATED PARTIES

 

Other Receivable

 

During the three months ended March 31, 2024, the Company advanced $302,500 to G3 for transaction costs incurred during the Merger. The outstanding balance of other receivables amounted to $302,500 as of June 30, 2026 and December 31, 2025.

 

Shared Services Agreement

 

Effective February 2, 2024, the Company entered into a shared services agreement (the “SSA”) with G3, under which G3 agreed to provide certain services, including employees, office space and use of equipment, and the Company agreed to pay for such services on a monthly basis. The SSA is subject to typical conditions and may be terminated by either party upon written notice. The management and board continues to monitor the SSA and all other related party transactions to uphold transparency and protect shareholder interests. Expenses incurred related to the SSA services were $60,000 and $123,280 respectively for the six months ended June 30, 2026 and 2025 and $30,000 and $60,692 respectively for the three months ended June 30, 2026 and 2025. Expenses incurred related to the SSA employees were $106,591 and $278,101 respectively for the six months ended June 30, 2026 and 2025 and $53,775 and $81,311, respectively for the three months ended June 30, 2026 and 2025.

 

There were $0 and $209,979 outstanding as of June 30, 2026 and December 31, 2025, respectively.

 

Due to Related Party

 

At the time of the merger close, the Company had an outstanding payable related to the monthly administrative services support fees due to Mach FM Corp, an affiliate of Mach FM Acquisitions LLC, the sponsor of Nubia. This fee covered office space, utilities, and secretarial and administrative support provided by Mach FM to support Nubia’s operating activities. Amounts outstanding to Mach FM Corp of $87,873 as of December 31, 2025 were repaid in full during the three months ended June 30, 2026.

 

Henry Ikezi

 

Henry Ikezi is a significant stockholder of the Company, beneficially owning approximately 40.5% of the Company’s outstanding common stock through entities under his control, including Madison Bond LLC, Bayside Project LLC, and FUN Investment Homes LLC. Mr. Ikezi does not serve on the Company’s Board of Directors and has no board representation.

 

Notes Payable — Related Party

 

During the three months ended March 31, 2026, Madison Bond advanced $75,000 to the Company to fund legal fees incurred. The amount is recorded as a liability in Due to Related Party on the Company’s condensed consolidated balance sheet as of March 31, 2026. On May 11, 2026, the Company formalized the obligation through a promissory note with Madison Bond. The note bears no interest, matures on November 11, 2026, and requires a ballon payment for the entire principal at maturity.

 

On May 7, 2026, the Company executed a Promissory Note with Madison Bond in the amount of $75,000 in cash for working capital purposes. The note bears interest at 16% per annum and matures on August 7, 2026, with the entire principal due at maturity.

 

As of June 30, 2026, an aggregate of $151,775 was outstanding under the two promissory notes with Madison Bond, consisting of $150,000 of principal and $1,775 of accrued interest, presented within short-term notes payable - related party on the condensed consolidated balance sheet. No other amounts were due to related parties as of June 30, 2026.

 

Contingent Consideration

 

The G3 Tax Lien was not settled by G3 at Closing and, as of June 30, 2026, remained unresolved; accordingly, the 4,000 Holdback Shares have not been issued. The Holdback Shares represent contingent consideration that would become issuable to the HBC shareholders only upon settlement of the G3 Tax Lien by G3. See Note 4 for further discussion regarding the Holdback Shares related to the G3 Tax Lien. As of the Closing Date, the Company recorded a fair value of $906,000 for the 4,000 Holdback Shares, which was accounted for as an equity transaction.

 

Waiver of Rights under 2024 Securities Purchase Agreement

 

On June 7, 2026, the Company entered into a waiver (the “Waiver”) with Bayside Project LLC and Madison Bond LLC, each a significant stockholder of the Company, of certain restrictive provisions, pre-emptive and anti-dilution rights, and notice obligations under the securities purchase agreement dated as of August 30, 2024, as amended, among the parties, in order to permit the Company to complete the 2026 Private Placement (see Note 9). The Company did not pay any consideration in connection with the Waiver.