INVESTMENTS IN OTHER ENTITIES RELATED PARTIES |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| INVESTMENTS IN OTHER ENTITIES RELATED PARTIES | |
| INVESTMENTS IN OTHER ENTITIES - RELATED PARTIES | NOTE 7 - INVESTMENTS IN OTHER ENTITIES - RELATED PARTIES
The Company accounts for its investments and membership interest in other entities under the equity method of accounting if the Company has the ability to exercise significant influence, but not control, over the entity. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the investments may not be recoverable.
American Opportunity Venture II, LLC
During March 2021, the Company invested $25,000 for 100% ownership and became the managing member of American Opportunity Venture II, LLC. (AOVII). As such, the investment in AOVII has been eliminated in the accompanying financial statements. As of December 31, 2025, AOVII has had no operational activity.
Royalty Management Co.
During January 2021, the Company invested in American Opportunity Venture, LLC (“AOV”) and holds a 50% ownership interest. The Company is the managing member of AOV, which is a variable interest entity for which the Company is the primary beneficiary. Accordingly, AOV is consolidated in the Company’s financial statements.
AOV’s investment in Royalty Management Co. (“RMCO”) is accounted for under the equity method. RMCO completed a reverse merger with a special purpose acquisition company effective October 31, 2023. The Company recognizes its share of RMCO’s results on a three-month lag. The Company provided AMAO with money as needed for working capital needs. The advances from the Company are non-interest bearing and payable upon demand by the Company. No cash advances were made during 2024 or 2025. As of December 31, 2025, and December 31, 2024, the Company had $0 and $1,081,243 due from RMCO, respectively. The Company evaluated the related‑party receivable for collectability and imputed interest and concluded that no allowance for credit losses or imputed interest was required as of each period end.
During 2025, the amounts previously payable to RMCO were settled through the issuance of RMCO preferred stock.
As of December 31, 2025 and 2024, the Company indirectly held 428,446 shares of Class A common stock of RMCO and 884,783 shares directly. In addition, as of December 31, 2025 and 2024, the Company held 381,243 and zero shares, respectively, of Series A Preferred Stock of RMCO.
Novusterra, Inc.
On March 31, 2021, the Company entered into a Graphene Development Agreement with Novusterra, Inc (Novusterra), a related party, that provided a nonexclusive sublicense for fifty percent (50%) of the operating profits from Novusterra’s Graphene manufacturing and marketing business activity. As part of the agreement, Novusterra’s Chairman of the Board of Directors at the time was replaced by the Company’s Mark Jensen, Chief Executive Officer and Chairman of the Board of Directors.
On August 30, 2022, we entered into a purchase agreement to sell the exclusive rights of the patents included in the Graphene Development Agreement for 4,000,000 common shares of Novusterra with a fair market value of $1,784,000 in stock of Novusterra. As part of the sale of the exclusive rights to the patents, Andrew Weeraratne resigned as director and CEO of Novusterra and Gregory Jensen, the Company’s general counsel, joined Novusterra as CEO and Director and Mark Jensen resigned as Chairman of the Board of Directors. Pursuant to the purchase agreement, Novusterra is no longer obligated to pay the Company fifty percent (50%) of the operating profits from their Graphene manufacturing and marketing business. However, Novusterra is still obligated to pay the Company ten percent (10%) of all revenue from the exclusive sublicense with Kenai Defense Company, LLC and for the Department of Defense under the contract that was transferred from the Company to Novusterra. Any subsequent contracts entered into by Novusterra with Kenai Defense Company, LLC and for the Department of Defense will have no future revenue allocations to the Company.
It has been determined that Novusterra is a variable interest entity and that the Company is not the primary beneficiary. As such, the investment in Novusterra has been accounted for using the equity method of accounting.
Effective March 6, 2024, the Company issued a special dividend to all stockholders on record of 91% of the Company’s ownership in Novusterra, Inc. resulting in the Company to receive 9% of future cash flows and holding 1,417,500 common shares of Novusterra, Inc. Due to the Company’s new ownership percentage in Novusterra, Inc. the investment is accounted for at cost, minus impairment, and adjusted for observable price changes from identical or similar investments of the same issuer.
As of December 31, 2025 and 2024, the carrying value of the investment was $0 and $0, respectively.
ReElement Technologies, Inc. (“RLMT”)
As of December 26, 2025, the Company retained a 19% ownership interest in RLMT following its deconsolidation (see Note 2 – Discontinued Operations).
The Company recognized the equity method investment at its fair value of $28,263,735 as of the deconsolidation date. The difference between the carrying amount and the Company’s proportionate share of RLMT’s underlying net assets at deconsolidation was fully recognized in gain on disposal of subsidiaries in accordance with ASC 810 and is detailed in Note 2. RLMT is considered a related party of the Company subsequent to the deconsolidation date.
The Company evaluates its equity method investment for impairment indicators at each reporting date. Summarized financial information of RLMT is presented within the discontinued operations disclosure in Note 2, including total assets, liabilities, and results of operations up to the deconsolidation date.
American Infrastructure Corporation (“AIC”)
As of December 25, 2025, the Company retained a 9% ownership interest in AIC following its deconsolidation (see Note 2 – Discontinued Operations). The remaining interest does not provide significant influence over AIC and accordingly is accounted for as a financial asset measured at fair value. The investment was recognized at $2,475,258 as of the deconsolidation date. AIC is considered a related party of the Company subsequent to the deconsolidation date. Advanced Magnet Lab, Inc
On December 21, 2022, AML issued a convertible promissory note to the Company in the principal amount of $280,000, bearing interest at 10% per annum, compounded monthly. Advanced Magnet Lab, Inc. (“AML”) is a related party, as the Company’s Chief Executive Officer serves as a director of AML. The note is prepayable at any time and is convertible, at the Company’s option, into AML common stock at a conversion price of $1.50 per share.
During the year ended December 31, 2025, the Company recorded an allowance for expected credit losses of $280,000 on the note receivable based on management’s assessment that collection of the outstanding balance is not probable. The related loss was recognized in earnings during the period. As a result, the net carrying value of the note receivable was $0 as of December 31, 2025, compared to $280,000 as of December 31, 2024. The Company has not recognized interest income on the note due to the uncertainty of collectability. |