Note 5 – Investment in Equity Securities

On January 2, 2024, AEI Capital Ltd., the Company’s controlling stockholder (“AEI Capital”), entered into a Letter of Engagement with a privately held company (the “Client”), pursuant to which AEI Capital agreed to provide certain listing advisory services relating to the preparation and facilitation of an initial public offering for the Client (the “Engagement Agreement”). In consideration for such services, under the Engagement Agreement, AEI Capital is entitled to receive a fee consisting of: (i) 3.5% of the outstanding equity interests of the Client (the “Equity Consideration”) and (ii) $200,000 (the “Cash Consideration,” and collectively, with the Equity Consideration, the “Consideration”).

On October 2, 2024, CapForce International, the Company’s subsidiary which was organized for purposes of repositioning the Company as a new business in the digital investment banking industry powered by financial technology, entered into an Agreement of Assignment of Mandate with AEI Capital in respect of Direct Listing Sponsorship Advisory Services (the “Assignment Agreement”), pursuant to which AEI Capital assigned its rights and obligations within Clause 3.1 of the Engagement Agreement for an advisory fee equivalent to 2.1% of the outstanding equity interests of the Client and $120,000 to CapForce International. As a result, pursuant to the Assignment Agreement, CapForce International completed the first performance obligation within the Engagement Agreement in the fourth quarter of 2024, earning proceeds of $5.0 million in the Client’s equity. During the second quarter of 2025, CapForce International completed the second performance obligation within the Engagement Agreement, earning proceeds of $4.0 million in the Client’s equity.

On December 1, 2025, the Company entered into a Share Sale Agreement with AEI Capital Ltd., pursuant to which the Company acquired all the issued and outstanding ordinary shares of Sun Investment Enterprises Limited (the “Holding Company”), a British Virgin Islands company. The Holding Company owns all equity interests of iCapX Sdn. Bhd. (“iCapX”), a Malaysia-based provider of cap table management fintech platform services and related corporate advisory services. On April 2, 2024, iCapX entered into an Agreement of Assignment of Mandate with AEI Capital in respect of Direct Listing Sponsorship Advisory Services (the “iCapX Assignment Agreement”), pursuant to which AEI Capital assigned its rights and obligations within Clause 3.2 of the Engagement Agreement for an advisory fee equivalent to 1.4% of the outstanding equity interests of the Client and $80,000 to iCapX. On December 30, 2025, iCapX and CapForce International entered into an Agreement of Assignment of Mandate in Respect of Direct Listing Sponsorship Advisory Services (the “iCapX and CapForce International Assignment Agreement”), pursuant to which iCapX assigned its rights and obligations within a portion of the Engagement Agreement, which was previously assigned to it by AEI Capital, for the advisory fee equivalent to 1.4% of the outstanding equity interests of the Client and $80,000 to CapForce International. During the fourth quarter of 2025, following the Company’s acquisition of iCapX and the subsequent iCapX and CapForce International Assignment Agreement, CapForce International completed the remaining performance obligations within the Engagement Agreement, earning proceeds of $26.0 million in the Client’s equity ($12.0 million from the Assignment Agreement and $14.0 million from the iCapX and CapForce International Assignment Agreement) and $0.2 in cash consideration (see Note 14).

John Tan Honjian, the CEO of AEI Capital Ltd. and former CEO of CapForce Inc., serves as a member of the Board of Directors of the Client, making the Client a related party. The Engagement Agreement, Assignment Agreement, and iCapX and CapForce International Assignment Agreement were conducted in the ordinary course of business and on terms comparable to those with unrelated third parties. The Company’s management and Board of Directors have evaluated the relationship and concluded that appropriate governance and conflict of interest procedures were followed.

As of December 31, 2025 and 2024, the Company held an investment in the equity securities of the Client valued at $35.0 million and $5.0 million, respectively, which is classified as a non-current asset on the accompanying consolidated balance sheets. The investment was received as consideration for services rendered and represents a non-controlling equity interest in a privately held entity.

The Company estimated the fair value of the investment based on an anticipated initial public offering by the Client expected to occur within the next twelve months. The estimated valuation is derived from pricing and valuation metrics provided by the issuer and underwriters in connection with the planned initial public offering. This estimate is subject to significant judgment and market risk and is not based on observable inputs. In the event the final initial public offering valuation results in proceeds to the Company of less than $35.0 million for these shares of equity securities, the Client has contractually agreed to issue additional shares to the Company to ensure that the total value of the equity consideration received equals $35.0 million. The Company accounts for this investment under ASC 321, Investments – Equity Securities. Since the equity securities do not have a readily determinable fair value, the Company has elected the measurement alternative and, accordingly, it is carried at its estimated fair value calculated as its cost less any impairment charges until such time as there is evidence of an orderly transaction. As of December 31, 2025, no fair value adjustments have been recognized, nor have there been any impairment charges. This investment is considered a financial asset that is measured at fair value on a non-recurring basis.