NOTE 8 - SUBSEQUENT EVENTS

Closing of Share Exchange

On July 1, 2025, as contemplated by that certain share exchange agreement, dated February 20, 2025, as amended (the “Share Exchange Agreement”), between the Company and Abundia Financial, LLC (“Abundia Financial”), and Bower Family Holdings, LLC (“BFH”, and together with Abundia Financial, the “AGIG Unitholders”), the Company acquired all of the outstanding units of AGIG from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders an aggregate of 31,778,032 shares of Common Stock, which is equal to 94% of the sum of (a) the aggregate issued and outstanding Common Stock at the time of the closing of such transaction (including the Exchange Shares (as defined in the Share Exchange Agreement)), plus (b) all Common Stock approved for issuance by the Company under a Future Equity Incentive Plan (as defined in the Share Exchange Agreement) at the time of such closing, contingent upon the approval by the stockholders of the Company of such Future Equity Incentive Plan (the “Share Exchange”). Immediately following the consummation of the Share Exchange, Abundia Financial directly held 84.6% of the outstanding shares of the Company, and BFH directly held 10.4%, and indirectly through Abundia Financial 46.3%, of the outstanding shares of the Company, resulting in a change of control of the Company.

In connection with the Share Exchange and upon its closing, Stephen P. Hartzell resigned from the Board and the audit, compensation, and governance and nominating committees and Peter Longo resigned from his position as President, Secretary, Chief Executive Officer, and Chief Financial Officer, but remained as the Chairman of the Board. Additionally, the Board appointed (i) Edward Gillespie to serve as the Company’s new chief executive officer and as a director, (ii) Lucie Harwood to serve as the Company’s new chief financial officer, (iii) Joseph Gasik to serve as the Company’s new chief operating officer and corporate secretary, and (iv) Matthew Henninger as a member of the Board. Each such individual entered into indemnification agreements with the Company in connection with such appointments.

Equity Line of Credit Facility

On July 10, 2025, the Company entered into a common stock purchase agreement (the “ELOC Purchase Agreement”), with an institutional investor (the “ELOC Investor”), providing for a 24-month committed equity financing facility, pursuant to which the ELOC Investor has committed to purchase, at the Company’s direction in its sole discretion, up to an aggregate of $100,000,000 of Common Stock, subject to certain limitations set forth in the ELOC Purchase Agreement (the “Purchase Shares”), including that in no event will the Company issue such number of shares (i) resulting in the ELOC Investor beneficially owning more than 9.99% of the outstanding shares of the Common Stock at any time and (ii) representing 19.9% of the shares of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), subject to stockholder approval. Concurrently and in connection therewith, the Company and the ELOC Investor also entered into a registration rights agreement, dated as of July 10, 2025 (the “ELOC Registration Rights Agreement”), pursuant to which the Company agreed to register the offer and resale by the ELOC Investor of all of the Purchase Shares that may be issued and sold by the Company to the ELOC Investor under the ELOC Purchase Agreement. As consideration for the ELOC Investor’s commitment to purchase the Purchase Shares, the Company agreed to issue 300,000 shares of Common Stock in the aggregate, consisting of 156,000 shares of restricted Common Stock that were issued at the Closing (as defined in the ELOC Purchase Agreement), and an additional 144,000 shares of Common Stock to be issued upon the earlier of (i) a prepayment advance against a commitment or (ii) the effectiveness of the Registration Statement (as defined in the ELOC Purchase Agreement). In addition, as required under the ELOC Purchase Agreement, the Company has reimbursed the ELOC Investor for the reasonable legal fees and disbursements of the ELOC Investor’s legal counsel in the amount of $75,000.

Senior Secured Convertible Note Financing and Acquisition of Property

On July 10, 2025, the Company entered into a securities purchase agreement (the “Note Purchase Agreement”) with an institutional investor (the “Note Investor”), pursuant to which the Company issued and sold to the Note Investor on such date an 8% original issue discount senior secured convertible note (the “Note,” and such financing, the “Convertible Note Financing”), in the original principal amount of $5,434,783, which matures on July 10, 2026, accrues interest at a rate of 7.0% per annum and may convert into shares of Common Stock (the “Conversion Shares”) at a conversion price of $10.92 per share (subject to adjustment in certain circumstances) in accordance with the terms of the Note, subject to a 4.99% beneficial ownership limitation provision. In connection with the Company’s entry into the Note Purchase Agreement, the Company also entered into a registration rights agreement with the Note Investor to file register the Conversion Shares for resale.

The Company is required to prepay, redeem or convert one quarter (1/4) of the initial principal and interest of the Note by each three (3) month anniversary of July 10, 2025, failure of which will result in an Event of Default (as defined in the Note). In addition, in the event of an Event of Default, the interest rate will increase to 18%, the Note Investor may require the Company to redeem the Note, and the Note Investor may convert all or a portion of the Note into shares of Common Stock at a price equal to the lower of (i) the conversion price then in effect, and (ii) 85% of the lowest volume-weighted average price of the shares of Common Stock during the ten (10) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice.

The Company received $5,000,000 of gross proceeds from the Convertible Note Financing, prior to the payment of legal fees and transaction expenses, the net proceeds of which were used to close the purchase of a 25-acre site located within Cedar Port Industrial Park in the Baytown area of Houston, Texas. The Company consummated such purchase on July 11, 2025 via a wholly-owned subsidiary of the Company from TGS Cedar Port Partners LP for a purchase price of approximately $8.5 million, in cash.

On July 10, 2025, the Company also entered into a security agreement, pursuant to which the Company granted to the Note Investor a security interest in all of the assets of the Company, and a subsidiary of the Company entered into a subsidiary guarantee, in each case to secure the Company’s payment obligations under the Note.