NOTE 7. RELATED PARTY TRANSACTIONS

The Company’s related parties and material related-party transactions and arrangements are described in Note 4 to the audited consolidated financial statements for the year ended December 31, 2025, and include (i) members of the Company’s Board of Directors and executive officers, comprising Mr. Craig Nehrkorn (Chief Executive Officer and Director), Mr. Imran Firoz (Director and former Interim Chief Financial Officer and former President and Chief Executive Officer), and Ms. Candice Beaumont (Non-Executive Director); (ii) Mr. Himanshu Sharma (Interim Chief Financial Officer, engaged on a services-contract basis); (iii) entities controlled by, or under common control with, Mr. Firoz, including, without limitation, Spark Capital Investments LLC, Fiber Food Systems Inc., Hudson Dunes Corporation (formerly Central Logistics Services Corp.), and SUPA Consolidated Inc. (formerly Tribal Rides International Corp., name changed October 21, 2025); (iv) Nuvora Energy, Inc., a Delaware corporation in which Mr. Firoz serves as Co-Founder and Interim Chief Financial Officer and which shares the Company’s principal-office address; (v) Eastern Electrolyser Ltd., an entity in which Mr. Shivam Tewari serves as a director and which is a related party of the Company by virtue of Mr. Tewari’s concurrent service as Chief Executive Officer of Nuvora Energy, Inc.; (vi) Guinn Partners LLC and Ascendant AI LLC, each an Austin, Texas-based product-development firm for which Mr. Craig Nehrkorn serves as Managing Partner and in which, in the case of Guinn Partners LLC, Mr. Nehrkorn holds a 51% membership interest; (vii) Boumarang Pty Ltd, the Company’s wholly owned Australian subsidiary, of which Mr. Victor Turco serves as a director and authorized signatory; (viii) Tolemac Holdings LLC and TAH-DAH Ventures LLC (each of which was a 5%-or-greater beneficial owner of the Company’s outstanding common stock at the time of its founder-share issuance, and each of which is wholly owned and controlled by Ms. Yessenia Hernandez, who also serves as Chief Executive Officer and a director of SUPA Consolidated Inc.); (ix) BIO-key International, Inc. (a 5%-or-greater beneficial owner of the Company’s outstanding common stock that acquired its shares from Fiber Food Systems Inc.); (x) Shore House IVF (a 5%-or-greater beneficial owner of the Company’s outstanding common stock that acquired its shares in connection with the December 31, 2024, Asset Purchase and IP Agreement); and (xi) original beneficial owners of founder shares received via the Mingta Capital LLC nominee structure. Mingta Capital LLC, Mr. Dánial Hoydal, and Greenlink Pty Ltd ATF The Debsago Trust are not related parties of the Company; transactions with each of those non-related-party counterparties are nonetheless described in the audited consolidated financial statements for the year ended December 31, 2025, and, where applicable, in this Note 7. There have been no new related parties identified, and no related-party transactions or arrangements other than those described below, during the six months ended June 30, 2026.

Spark Capital Investments LLC — Office Lease and Working Capital

Spark Capital Investments LLC (“Spark Capital”) is a Delaware limited liability company controlled by Mr. Firoz. During the six months ended June 30, 2026, Spark Capital continued to pay the Company’s monthly Irvine, California rent directly to the Company’s lessor on the Company’s behalf, with reimbursement in subsequent periods. During the six months ended June 30, 2026, Spark Capital advanced an additional $130,000 to the Company in cash to fund short-term working-capital needs. The advances are unsecured, bear no interest, are payable on demand, and are presented as a loan, related party, on the consolidated balance sheets. The aggregate Spark Capital loan balance increased from $45,000 at December 31, 2025, to $175,000 at June 30, 2026. No portion has been repaid as of June 30, 2026.

Accounts Payable, Related Parties

Accounts payable, related parties, increased from $453,000 at December 31, 2025, to $595,500 at June 30, 2026, an increase of $142,500, principally reflecting continued accrual of professional fees and development services payable to Spark Capital Investments LLC, Guinn Partners LLC, and other related-party service providers. No related-party accounts payable balances were paid in cash during the six months ended June 30, 2026.

Accrued Expenses, Related Parties

Accrued expenses, related parties, increased from $123,173 at December 31, 2025, to $184,367 at June 30, 2026, an increase of $61,194. The increase reflects accrued office rent and administrative reimbursements payable to Spark Capital Investments LLC and accrued CEO and professional services fees payable to related-party service providers.

Ascendant AI LLC — WaveDrone Development

Ascendant AI LLC (“Ascendant”) is an Austin, Texas product-development firm of which Mr. Craig Nehrkorn, the Company’s Chief Executive Officer and a director, serves as Managing Partner. On June 22, 2026, the Company executed a General Services Agreement with Ascendant under which Ascendant succeeded Guinn Partners LLC as the Company’s WaveDrone development partner, providing for aggregate fees of $300,000 payable in six monthly installments of $50,000 from August 2026 through January 2027. No amount was due or payable to Ascendant at June 30, 2026, and no related-party liability to Ascendant is included in the consolidated balance sheet at that date. 

Investment in Nuvora Energy, Inc.

No further transactions occurred between the Company and Nuvora Energy, Inc. during the six months ended June 30, 2026. See Note 6 – Investment in Private Equity Securities.

Officer Compensation

No cash compensation was paid to officers or directors of the Company during the six months ended June 30, 2026, other than (i) rent reimbursements and working-capital support paid or advanced by Spark Capital Investments LLC on the Company’s behalf and (ii) accrued Interim CFO services fees payable to Mr. Himanshu Sharma. The Company has not entered into employment agreements with any of its directors or officers and has no formalized performance compensation, bonus, or other incentive plans. The Company’s Interim CFO, Mr. Himanshu Sharma, is engaged through a UAE-based fractional CFO services agreement that provides for cash fees that are billed at customary professional services rates and recorded as accrued expenses, related parties, in the period the services are performed.

Summary of Related-Party Balances

A summary of related-party balances on the consolidated balance sheets is set forth below:

Conflicts of Interest and Related-Party Transaction Approvals

The conflicts of interest arising from the foregoing related-party arrangements are described in Note 4 to the audited consolidated financial statements for the year ended December 31, 2025, including (i) the interest of Mr. Firoz in Spark Capital Investments LLC, Fiber Food Systems Inc., Hudson Dunes Corporation, and SUPA Consolidated Inc., and the interest of Mr. Firoz in Nuvora Energy, Inc. (as Co-Founder and Interim Chief Financial Officer of Nuvora), and (ii) the interest of Mr. Nehrkorn in Guinn Partners LLC (as Managing Partner of Guinn Partners LLC and the holder of a 51% membership interest in Guinn Partners LLC). By virtue of his position as Managing Partner of Guinn Partners LLC and his majority membership interest, Mr. Nehrkorn has sole voting power and sole investment power over the 5,000,000 shares of the Company’s common stock held of record by Guinn Partners LLC and may be deemed to beneficially own such shares; Mr. Nehrkorn disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Each material related-party transaction since inception has been approved by the Company’s Board of Directors with the related-party status acknowledged in the supporting board resolutions; the interested director (whether Mr. Nehrkorn or Mr. Firoz, as applicable) abstained from the relevant Board vote, and the disinterested directors approved the transaction pursuant to Section 144 of the Delaware General Corporation Law. During the six months ended June 30, 2026, the Board approved the Company’s June 22, 2026, General Services Agreement with Ascendant AI LLC described in Note 8, in which Mr. Nehrkorn is interested as Managing Partner of Ascendant. The related-party status was acknowledged in the supporting board resolution; Mr. Nehrkorn abstained from the Board vote, the disinterested directors approved the transaction pursuant to Section 144 of the Delaware General Corporation Law, and the agreement was executed on the Company’s behalf by Mr. Imran Firoz, a director. No other new conflicts of interest were identified, and no other new material related-party arrangements were approved, during the six months ended June 30, 2026.