Note 7. Related Party Debt

The Company’s related party debt consisted of (in thousands):

​

​

Apogee Telecom Promissory Note (December 6, 2019)

On December 6, 2019 the Company entered into a promissory note (the “Apogee Promissory Note”) with Apogee Telecom, Inc., a Texas Corporation (“Apogee”), a related company connected from a board member and shareholder of the Company, where Apogee loaned $800 thousand, to the Company in exchange for the Apogee Promissory Note. The Apogee Promissory Note had a maturity date of November 30, 2026 and bears interest at 10.0%, compounded annually. No principal or interest payments were due until December 31, 2021, at which point principal and interest were paid in equal monthly installments of $19 thousand. As part of the Series Seed Repurchase Agreement this was paid off in its entirety on April 12, 2024 (see Note 9). As of September 30, 2025 and December 31, 2024, the Apogee Promissory Note had no remaining balance. During the three and nine months ended September 30, 2025 and 2024, the Company incurred $0, $0, and $0, and $18 thousand of interest expense, respectively, which is recognized in interest expense in the unaudited condensed consolidated statements of operations. Subsequent to April 12, 2024, Apogee is no longer a related party of the Company.

Apogee Telecom Installment Payment Agreement (February 28, 2023)

On February 28, 2023, the Company entered into an installment payment agreement (the “Apogee Installment Payment Agreement”) with Apogee, whereas Apogee provided hardware and peripheral equipment related to the Company’s primary services. Per the Apogee Installment Payment Agreement the Company owed a principal balance of $0.4 million, which is to be paid in installments over a term of twenty three months. The Apogee Installment Payment Agreement had a maturity date of December 31, 2024, and bore interest at 12.0%, compounded annually. As of September 30, 2025 and December 31, 2024, the Apogee Promissory Note had no remaining balance. As part of the Series Seed Repurchase Agreement this was paid off in its entirety on April 12, 2024 (see Note 9). During the three and nine months ended September 30, 2025 and 2024, the Company incurred $0, $0, $0, and $15 thousand of interest expense, respectively, which is recognized in interest expense in the unaudited condensed consolidated statements of operations. As noted above, subsequent to April 12, 2024, Apogee is no longer a related party of the Company.

Endurance Loan (April 1, 2024)

On April 1, 2024 the Company entered into a fixed rate loan agreement (the “Endurance Loan”) with Endurance Opportunities I, LLC (“Endurance”), a related party owned by a member of management and certain shareholders, where Endurance loaned $1.0 million, to the Company in exchange for the Endurance Loan. The Endurance Loan has a maturity date of May 1, 2029 and bears interest at 18.0%, compounded annually. Monthly payments are required under the Endurance Loan of $15 thousand through October 2024 and $19 thousand, thereafter through maturity. During the three and nine months ended September 30, 2025 and 2024, the Company incurred $26 thousand, $78 thousand, $45 thousands, and $75 thousand of interest expense, respectively, which is recognized in interest expense in the unaudited condensed consolidated statements of operations. As of September 30, 2025 and December 31, 2024, the Endurance Loan had a balance of approximately $0.8 million and $1.0 million, respectively.

Motherlode Promissory Note (April 12, 2024)

On April 12, 2024 the Company entered into a promissory note (the “Motherlode Promissory Note”) with Motherlode LLC (“Motherlode”), a related party shareholder, where Motherlode loaned $1.0 million, to the Company in exchange for the Motherlode Promissory Note. The Motherlode Promissory Note has a maturity date of April 30, 2029 and bears interest at 6.0%, compounded annually. During the term of the Motherlode Promissory Note, the Company is to pay monthly installments of $19 thousand. During the three and nine months ended September 30, 2025 and 2024, the Company incurred $11 thousand, $36 thousand, $14 thousand, and $29 thousand of interest expense, respectively, which is recognized in interest expense in the unaudited condensed consolidated statements of operations. As of September 30, 2025 and December 31, 2024, the Motherlode Promissory Note had a balance of $0.7 million and $0.9 million, respectively.

Network Service Agreements (Various dates in 2024)

The Company has entered into a certain network service agreement (the “Network Service Agreements” or the “NSAs”) with various customers, pursuant to which the Company will perform or has performed the design, installation, and management of a telecommunications network for the customer in financed project amounts ranging from $50 thousand to $550 thousand (the “Project Financing”). During the nine months ended September 30, 2025 and 2024, the Company financed $0.3 million and $1.4 million, respectively. The Company notes $0.5 million of the amount financed during the nine months ended September 30, 2024, relates to the sales-type lease (see Note 6). As of September 30, 2025 and December 31, 2024, the NSAs had a balance of $1.4 million and $1.3

million, respectively. As of September 30, 2025, repayments on these agreements are made monthly and range from $1 thousand to $9 thousand.

As part of each Project Financing, the Company sold an undivided interest in the NSA, to Endurance, and interest shall accrue at a rate of 16.5% per annum, with respect to any payments owed to Endurance by the Company, or advances owed to Endurance by the Company, not made when due. In exchange, for the financing, the Company and Endurance have entered into various participation and agency agreements (the “Participation and Agency Agreements), whereby Endurance is granted an undivided participation interest entitling Endurance to receive payments in relation to each respective NSA. At any time the Participation and Agency Agreement is outstanding, the Company shall have the right to repurchase Endurance’s interest at par value, with par meaning all outstanding principal, unpaid interest, and fees. If Endurance’s interest under these Participation and Agency Agreements remains outstanding twenty four (24) months after the service activation date under each respective NSA, Endurance shall have the option to require repurchase by the Company of Endurance’s interest, at par value. Interest expense related to these network service agreements are presented net of interest income received from network financing receivables, which accrues interest income at the same rate as the NSAs.

Endurance Business Loan (November 12, 2024)

On November 12, 2024 the Company entered into a fixed rate loan agreement (the “Endurance Business Loan”) with Endurance, a related party, where Endurance loaned $0.3 million to the Company. The Endurance Business Loan has a maturity date of May 2026 and bears interest at 16.5% per year. During the three and nine months ended September 30, 2025, the Company incurred $10 thousand and $31 thousand of interest expense, respectively, which is recognized in interest expense in the unaudited condensed consolidated statements of operations. As of September 30, 2025 and December 31, 2024, the Endurance Business Loan had a balance of $0.3 million and $0.3 million, respectively.

Endurance Promissory Note (March 1, 2025)

On March 1, 2025, the Company entered into a fixed rate loan agreement (the “Endurance Promissory Note”) with Endurance, where Endurance loaned $0.5 million to the Company. The Endurance Loan has a maturity date of eighteen months and bears interest at 16.5%. Quarterly payments of interest are required with outstanding principal amount of the loan due on the maturity date. During the three and nine months ended September 30, 2025, the Company incurred $21 thousand and $48 thousand of interest expense, respectively, which is recognized in interest expense in the unaudited condensed consolidated statements of operations. As of September 30, 2025, the Endurance Promissory Note had a balance of $0.5 million.

Second Endurance Promissory Note (March 25, 2025)

On March 25, 2025, the Company entered into a fixed rate loan agreement (the “Second Endurance Promissory Note”) with Endurance, where Endurance loaned $0.5 million to the Company. The Second Endurance Promissory Note has a maturity date of ninety days and bears interest at 16.5%. Monthly payments of interest are required with outstanding principal amount of the loan due on the maturity date. During the three and nine months ended September 30, 2025, the Company incurred $21 thousand and $43 thousand of interest expense, respectively, which is recognized in interest expense in the unaudited condensed consolidated statements of operations. On July 7, 2025, the Second Endurance Promissory Note was modified to extend the term of the note an additional 90 days, to September 25, 2025. All other provisions of the loan remain the same. The debt modification was deemed not substantive and was accounted for as a debt modification. On September 24, 2025, the Second Endurance Promissory Note was modified to extend the term of the note to October 31, 2025. All other provisions of the previously modified loan the same. The debt modification was deemed not substantive and was accounted for as a debt modification. As of September 30, 2025, the Second Endurance Promissory Note had a balance of $0.5 million.

As of September 30, 2025, future minimum principal payments on all related party debt, excluding accrued interest amounts, were as follows (in thousands):

​

​

See Note 14, Subsequent Events, for additional details regarding the payoff of the Endurance Loan, the Endurance Business Loan, the Endurance Promissory Note, and the Second Endurance Promissory Note.