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Business Combinations
 6 Months Ended
Jun. 30, 2025
Business Combinations [Abstract]  
Business Combinations
19. Business Combinations

On February 2, 2025, the Company entered into the Merger Agreement with NAHD. Following the Merger, NAHD and its operating subsidiaries will be indirect, wholly owned subsidiaries of the Company. As merger consideration, the Company will issue four million (4,000,000) shares of Series A non-voting convertible preferred shares of the Company, par value $1.00 (the “Preferred Shares”), to NAHD’s shareholders, with each Preferred Share having the right to convert into fifteen (15) shares of common stock of the Company, provided, however, that any such conversion is subject to the approval by the Company’s common stockholders. The Merger Agreement contains conditions to the completion of the Merger, including the filing of the articles of incorporation and/or organization for the merger subsidiaries, and the adoption of board resolutions and/or sole member resolutions by the merger subsidiaries approving the Merger. On February 13, 2025, all of the closing conditions to the Merger Agreement have been satisfied or waived, the Preferred Shares have been issued to NAHD’s shareholders, and the transactions set forth in the Merger Agreement have been fully completed and closed.

 

The purchase consideration amounted to $34,569,600, which is the fair value of the Preferred Shares.

The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Merger:  

 

Cash and cash equivalents  $77,013 
Accounts receivable   49,418 
Inventory   469,961 
Oil and gas, on the basis of full cost accounting   2,441,712 
Property, plant and equipment   168,609 
Reserves   1,560,000 
Goodwill   38,350,202 
Investment   34,000 
Intangible assets   812,938 
Project development cost and other assets   2,244 
Accounts payable and accrued expenses   (1,601,573)
Due to related parties   (3,476,828)
Contract liabilities   (552,500)
Long-term debt   (3,765,596)
Total consideration  $(34,569,600)

 

As of June 30, 2025, the Company has not completed its measurement period with respect to the acquisition. The amounts above represent provisional amounts recorded at this time and are subject to adjustments once the measurement period has ended.  

 

County Line

 

On April 8, 2025 (the “Effective Date”), the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with County Line Industrial LLC (“County Line”) to acquire all of the assets and operating business of County Line (the “Assets”) for a purchase price of $1,000,000 (the “Purchase Price”). The acquisition of County Line’s business includes the acquisition of all of County Line’s existing customers and business pipeline, and the hiring of County Line’s existing employees, and the hiring of County Line’s sole member, Carter Fields.

  

Pursuant to the Asset Purchase Agreement, the Company will pay the Purchase Price as follows: a cash payment in the amount of $125,000 due on or before April 15, 2025, a cash payment in the amount of $100,000 due on or before May 15, 2025; a cash payment in the amount of $250,000 due on or before July 15, 2025; and a cash payment in the amount of $525,000 due on or before January 31, 2026. The payments will bear no interest. In addition to the Purchase Price, the Company shall pay its current payable due to County Line, in the amount of $76,000, on or before May 1, 2025. County Line shall pay all obligations of its three vehicles for an approximate total amount of $92,000.

 

The Asset Purchase Agreement contains customary representations and warranties for this type of transaction, including but not limited to, County Line shall deliver all of the Assets free and clear of all liabilities, liens, loans, and encumbrances, and shall ensure that the Assets are in good working condition, subject to normal wear and tear. The Company shall not assume or be responsible for any of County Line’s liabilities, debts, obligations, whether presently existing or arising thereafter. County Line and its sole member have agreed to customary restrictive covenants including non-competition, non-circumvention, and non-solicitation for a period of two years.

 

The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed in the Asset Purchase Agreement:  

 

Property, plant and equipment  $214,000 
Goodwill   786,000 
Total consideration  $1,000,000 

  

As of June 30, 2025, the Company has not completed its measurement period with respect to the acquisition. The amounts above represent provisional amounts recorded at this time and are subject to adjustments once the measurement period has ended.  

Sherman Oil

 

On May 28, 2025, the Company entered into an asset purchase agreement (the “Second Asset Purchase Agreement”) with Sherman Oil Company LLC and its affiliates (“Sherman Oil”), pursuant to which the Company will acquire approximately 1,600 acres of held-by-production oil leases for oil wells located in Wichita County and Wilbarger County, Texas (the “Second Assets”) for a purchase price of $1,000,000 (the “Second Purchase Price”). The purchase of the Second Assets includes Sherman Oil’s operational equipment of the oil wells.

 

Pursuant to the Second Asset Purchase Agreement, the Company will pay the Second Purchase Price as follows: $250,000 in cash on the closing date, $250,000 in cash within 90 days of the closing date, $250,000 in cash within 180 days of the closing date, and $250,000 in cash within 240 days of the closing date. The payments will bear no interest.

 

The Second Asset Purchase Agreement contains customary representations, warranties, and covenants. The Second Asset Purchase Agreement also contain conditions to the completion of the Merger including the filing of the articles of incorporation and/or organization for the merger subsidiaries, and the adoption of board resolutions and/or sole member resolutions by the merger subsidiaries approving the Merger. There are no assurances that the parties will satisfy all of the conditions to the merger.

 

The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed in the Second Asset Purchase Agreement:  

 

Oil and gas properties  $1,000,000 
Total consideration  $1,000,000 

  

As of June 30, 2025, the Company has not completed its measurement period with respect to the acquisition. The amounts above represent provisional amounts recorded at this time and are subject to adjustments once the measurement period has ended.  

 

The following unaudited pro forma consolidated results of operations for the three months ended June 30, 2025 and 2024 assume the acquisitions of NAHD, County Line and Sherman Oil were completed on January 1, 2024:

 

   For the
Three Months
Ended
June 30,
2025		   For the
Three Months
Ended
June 30,
2024		 
   (Unaudited)   (Unaudited) 
Pro-forma total revenues  $745,859   $1,526,820 
Pro-forma net loss  $(4,549,362)  $(4,505,436)

 

The following unaudited pro forma consolidated results of operations for the six months ended June 30, 2024 assume the acquisitions of NAHD, County Line and Sherman Oil were completed on January 1, 2024:

 

   For the
Six  Months
Ended
June 30,
2025		   For the
Six  Months
Ended
June 30,
2024		 
   (Unaudited)   (Unaudited) 
Pro-forma total revenues  $1,747,905   $2,816,225 
Pro-forma net loss  $(7,117,796)  $(8,764,180)