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COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2026
Commitments and contingencies (Note 23)  
COMMITMENTS AND CONTINGENCIES

 

23. COMMITMENTS AND CONTINGENCIES

 

On September 22, 2022, the Securities Exchange Commission (“SEC”) issued an Order Instituting Proceedings (OIP) pursuant to Section 12(j) of Securities Exchange Act of 1934 (“1934 Act”), against the Company alleging violations of the 1934 Act, as amended, and the rules promulgated thereunder, by failing to timely file periodic reports. Section 12(j) authorizes the SEC as it deems necessary or appropriate for the protection of investors to suspend for a period not exceeding 12 months, or to revoke, the registration of a security if the SEC finds, on the record after notice and opportunity for hearing, that the issuer of such security has failed to comply with any provision of the 1934 Act, as amended, or the rules promulgated thereunder. As of June 22, 2026 this order has been dismissed.

 

On December 8, 2025, ABCO, entered into an agreement with Blackwell & Associates, (“Blackwell”) for the construction of the Grandview Phase II project located at 1425 Grandview Avenue, Paulsboro, New Jersey. Under the agreement, payment is structured on a cost-plus-a-fee basis without a guaranteed maximum price. The total estimated cost of the project is approximately $1,430,000 which includes the cost of the work plus Blackwell’s fee. Blackwell’s fee is comprised of 6% overhead and 9% profit applied to the cost of the work as defined in the agreement. Because the agreement does not include a guaranteed maximum price, the final cost of the work may differ from this estimate, and the Company’s ultimate obligation under the contract could be higher or lower than the estimated amount depending on actual costs incurred. Work is largely complete as of June 30, 2026 and the final stages of the contract will be complete before September 30, 2026. Blackwell is considered a related party as it is controlled by the spouse of the majority owner of ABCO Holdings.

 

On April 22, 2026, Grown Rogue Unlimited, LLC (the “Company”) entered into an agreement with Grow America Builders, LLC (“Grow America”) for the construction of the Phase 1 cultivation and processing facility located at 40 77th Avenue NE, Fridley, Minnesota. Under the agreement, payment is structured on a cost-plus-a-fee basis, with Grow America’s fee equal to 5.7% of the cost of the work as defined in the agreement. The contract value as stipulated in the agreement, including subsequent revisions, is $3,861,899. Although the form of agreement contemplates a guaranteed maximum price, no guaranteed maximum price was stated; accordingly, the final cost of the work may differ from this estimate, and the Company’s ultimate obligation under the contract could be higher or lower than the estimated amount depending on actual costs incurred. To date, work completed totaled $2,492,200, or approximately 65% of the revised contract sum, leaving a remaining cost to complete of $1,369,699 plus retainage of $84,283, or total remaining payments of approximately $1,454,000 as of June 30, 2026. Work is meaningfully underway, with completion expected by the end of September 2026. Either party may terminate the contract for cause or convenience; if the Company terminates for convenience, it is obligated to pay for work in place, non-refundable deposits, one month of general conditions and approximately one additional month of fees, and any subcontractor termination fees.

 

On January 24, 2026, Grown Rogue Unlimited, LLC (the “Company”) entered into a Master Terms and Conditions Agreement, together with a Service Level Agreement and a Site Specific Agreement (collectively, the “Agreement”), with Harvest Air LLC dba Harvest Integrated (“Harvest”) for the provision of climate-control services to approximately 22,300 square feet of cultivation, drying, and ancillary space at the Company’s facility located at 40 77th Avenue NE, Fridley, Minnesota. Under the Agreement, Harvest owns, installs, operates, and maintains HVAC and dehumidification equipment specified by model and room, and delivers controlled temperature and humidity to the Company at agreed setpoints. The Company is responsible for installation, utilities, electrical and natural gas capacity, and upkeep of the premises. The monthly recurring fee is $40,000 over a non-cancellable minimum term of 120 months, representing total undiscounted committed consideration of approximately $4,800,000.

 

As of June 30, 2026, the Agreement had not commenced and no amounts have been recognized in the consolidated financial statements. Under the Site-Specific Agreement, the term begins upon the installation and commissioning of equipment on a room by room basis. The Company expects the all rooms to be installed and commissioned during the third quarter of 2026 and at which time it will record the contract as a finance type lease. Accordingly, the amounts and timing of any amounts ultimately recognized, and the classification thereof, may differ from the committed consideration disclosed above.