2.       Liquidity, Going Concern, and Management Plans

The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company’s primary source of liquidity is cash on hand, working capital and borrowings. At March 31, 2026, the Company had a working capital deficit (defined as total current assets less total current liabilities) of $57.8 million, representing a increase of $3.0 million compared to working capital deficit of $54.8 million at December 31, 2025. This working capital deficit reflects that the Company’s current liabilities exceed its current assets. The Company believes that its existing cash on hand, accounts receivable (a significant portion of which remains uncollected), and expected future cash flows from its commodity trading will be insufficient to fund its operations and meet its repayment obligations over the next 12 months. Accordingly, the Company intends to seek additional capital, including through potential public market financings.

The Company’s current assets have historically consisted primarily of accounts receivable. Although substantially all accounts receivable are fully reserved through an allowance for credit losses, delays in converting these assets to cash have contributed to working capital constraints. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital, not which is necessary to fund its working capital requirements and ultimately achieve profitable operations.

In addition, most of the Company’s outstanding debt obligations matured on December 31, 2025 and are currently in default, which will require repayment or refinancing. However, a few were extended until June 4, 2026 and the rest remain in default. These upcoming maturities further contribute to the Company’s liquidity requirements and increase uncertainty regarding its ability to meet obligations as they become due.

Management performed a going concern assessment for a period of twelve months from the date of approval of these Unaudited Condensed Consolidated Financial Statements to assess whether conditions exist that raise substantial doubt regarding the Company’s ability to continue as a going concern.

While there is no assurance that the borrowings will provide us with funding for a time period that allows us to continue operations and other strategic alternatives, management believes it remains appropriate to prepare our financial statements on a going concern basis.

Management believes the above actions, if successfully executed, will provide sufficient liquidity to meet obligations as they become due. However, there can be no assurance that such plans will be realized or that additional financing will be available on acceptable terms. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements have been issued.

The accompanying Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. If the Company does not raise sufficient capital in a timely manner, among other things, the Company may be forced to scale back further or cease its operations altogether.