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COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2026
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

NOTE 8. COMMITMENTS AND CONTINGENCIES

 

Office Facilities

The Company continues to lease office and conference space at 200 Spectrum Center Drive, Suite 300, Irvine, California 92618 on a month-to-month basis, terminable by the Company on one calendar month’s prior notice. The Company has determined that the arrangement does not constitute a lease under ASC 842. Rent expense was $597 for the three months ended June 30, 2026, and $1,194 for the six months ended June 30, 2026, recorded in general and administrative expenses. As described in Note 7, monthly rent has been paid by Spark Capital Investments LLC on the Company’s behalf and is reimbursed in subsequent periods; the unreimbursed balance is included in accrued expenses, related parties.

 

The Company also continues to use Guinn Partners LLC’s offices at 2120 West Braker Lane, Suite M, Austin, Texas 78758 for research and development, design and development of the Company’s products, prototyping, and government outreach. The use of Guinn Partners’ facility is provided to the Company at no separately charged rent. As of June 30, 2026, the Company has not entered into a written lease agreement with Guinn Partners for these premises and Guinn Partners has agreed to make the facility available to the Company for the foreseeable future.

 

WaveDrone Development Program — Guinn Partners LLC and Ascendant AI LLC

The Company commenced negotiation in Q1 2026 of a definitive six-phase, 13-month WaveDrone development program with Guinn Partners LLC, with aggregate contract value approximating $975,000 to be paid in cash on a phase-completion milestone basis. As of June 30, 2026, the long-form definitive agreement had not been executed; the Company’s only contractual commitment to Guinn Partners at June 30, 2026, relates to the unpaid Phase 1 invoice (Invoice No. 1986) of $103,000 included in accounts payable, related parties (unchanged from December 31, 2025). No additional contractual commitments to Guinn Partners beyond Phase 1 are reflected in the Company’s consolidated balance sheet at June 30, 2026.

 

On June 22, 2026, the Company executed a General Services Agreement with Ascendant AI LLC (“Ascendant”), a product-development firm of which Mr. Craig Nehrkorn, the Company’s Chief Executive Officer and a director, serves as Managing Partner. Ascendant has succeeded Guinn Partners LLC as the Company’s WaveDrone development partner, and the six-phase, 13-month Guinn Partners program described above is superseded by this arrangement. The agreement provides for a fixed monthly fee of $50,000, payable monthly in advance, for six months beginning August 2026, an aggregate commitment of $300,000. The agreement covers WaveDrone development services only. Because payment obligations commence in August 2026, no amount was due or payable under the agreement at June 30, 2026, and no related liability is recorded in these unaudited consolidated financial statements. Ascendant is a related party of the Company. Mr. Nehrkorn abstained from the Board vote, and the disinterested directors approved the transaction pursuant to Section 144 of the Delaware General Corporation Law. See Note 7 — Related Party Transactions.

 

T Stamp Inc. Licensing Commitment

The Company’s 36-month T Stamp Inc. license, described in Note 4, runs through August 2027. The Company has no remaining cash payment obligation under the license; the consideration was satisfied at inception via the issuance of 5,000,000 shares of common stock at $1.00 per share. See Note 4 for the amortization of the related $5,000,000 prepaid asset.

 

Eastern Electrolyser Production Plan

Pursuant to the Company’s September 30, 2024, agreement with Eastern Electrolyser Ltd., the parties have agreed in principle to construct an 11 MW fuel cell production facility intended to support up to 1,800 drones by the end of fiscal year 2026. As of June 30, 2026, no definitive construction or supply agreement has been executed, and no portion of any construction cost is reflected in these unaudited consolidated financial statements. Eastern Electrolyser Ltd. is a related party of the Company within the meaning of ASC 850 by virtue of Mr. Shivam Tewari’s concurrent service as a director of Eastern Electrolyser Ltd. and as Chief Executive Officer of Nuvora Energy, Inc.; see Note 4 to the audited consolidated financial statements for the year ended December 31, 2025.

 

Patent Prosecution — BLMR-001P

The Company has continued to engage Amsel IP Law (Mr. Jason Amsel) to advise the Company regarding prosecution and protection of the WaveDrone patent rights. The underlying provisional patent application was filed on December 3, 2024, under Application No. 63/727,652, titled “Self-Righting and Self-Stabilizing Unmanned Surface Vessel,” and names Dánial Hoydal, David Geyti, and Eric Davis as inventors. Patent prosecution costs incurred during the three and six months ended June 30, 2026, are included in legal and professional fees, a component of general and administrative expenses (see Note 10).

 

Pending Litigation and Disputes

The Company is not currently a party to any material legal proceedings. Management is unaware of any actions, suits, investigations or proceedings (public or private), pending or threatened, against or affecting any of the assets of the Company or any affiliate of the Company.

 

Tax Compliance Matters

The Company is preparing its initial U.S. federal and applicable state income tax returns for the 2024 stub period and the year ended December 31, 2025. All tax periods from inception (July 26, 2024) forward remain open and subject to examination by the U.S. Internal Revenue Service and any applicable state and local taxing authorities. See Note 11.