| Schedule of Significant Segment Expenses |
The following table presents significant segment
expenses regularly provided to the CODM and used to assess segment performance for the three and six months ended June 30, 2026 and 2025:
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
June 30, | | |
June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 318,174 | | |
$ | - | | |
$ | 646,686 | | |
$ | - | |
| Revenue, related party | |
| 104 | | |
| - | | |
| 104 | | |
| - | |
| Total revenues | |
| 318,278 | | |
| - | | |
| 646,790 | | |
| - | |
| Cost of revenue | |
| 314,877 | | |
| - | | |
| 641,199 | | |
| - | |
| Cost of revenue, related party | |
| 121 | | |
| - | | |
| 121 | | |
| - | |
| Gross profit | |
| 3,280 | | |
| - | | |
| 5,470 | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative | |
| 2,402 | | |
| 451 | | |
| 4,842 | | |
| 1,075 | |
| Wages and benefits | |
| 731 | | |
| 36 | | |
| 1,472 | | |
| 72 | |
| Depreciation and amortization | |
| 2,004 | | |
| - | | |
| 3,992 | | |
| - | |
| Total operating expenses | |
| 5,137 | | |
| 487 | | |
| 10,306 | | |
| 1,147 | |
| Loss from operations | |
| (1,857 | ) | |
| (487 | ) | |
| (4,836 | ) | |
| (1,147 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Interest expense, net | |
| (470 | ) | |
| - | | |
| (885 | ) | |
| - | |
| Change in FV of contingent consideration | |
| 9,886 | | |
| - | | |
| 3,972 | | |
| - | |
| Other income | |
| 1 | | |
| - | | |
| 4 | | |
| - | |
| Total other income | |
| 9,417 | | |
| - | | |
| 3,091 | | |
| - | |
| Income (loss) before income taxes | |
| 7,560 | | |
| (487 | ) | |
| (1,745 | ) | |
| (1,147 | ) |
| Income taxes | |
| 173 | | |
| - | | |
| 273 | | |
| - | |
| Net income (loss) | |
$ | 7,387 | | |
$ | (487 | ) | |
$ | (2,018 | ) | |
$ | (1,147 | ) |
For the three and six months ended June 30,
2026 and 2025, revenues attributable to operations by geography were as follows:
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
June 30, | | |
June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Unites States | |
$ | 313,904 | | |
$ | - | | |
$ | 638,403 | | |
$ | - | |
| Malta | |
| 4,156 | | |
| | | |
| 7,932 | | |
| | |
| Sweden | |
| 218 | | |
| | | |
| 455 | | |
| | |
| | |
$ | 318,278 | | |
$ | - | | |
$ | 646,790 | | |
$ | - | |
The following table presents property, plant and equipment,
net by geographic location as of June 30, 2026 and December 31, 2025:
| | |
June 30, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| Malta | |
$ | 106 | | |
$ | 119 | |
| Sweden | |
| 5 | | |
| 7 | |
| | |
$ | 111 | | |
$ | 126 | |
The following table presents
intangible assets, net by geographic location as of June 30, 2026 and December 31, 2025:
| | |
June 30, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| Europe | |
$ | 8,230 | | |
$ | 8,749 | |
| United States | |
| 29,662 | | |
| 32,689 | |
| | |
$ | 37,892 | | |
$ | 41,438 | |
|
The
following table presents significant segment expenses regularly provided to the CODM and used to assess segment performance for the years
ended December 31, 2025 and 2024:
| | |
Year Ended | |
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Revenue | |
$ | 14,551,774 | | |
$ | - | |
| Revenue, related party | |
| 7,288,094 | | |
| - | |
| Total revenues | |
| 21,839,868 | | |
| - | |
| Cost of revenue | |
| 11,652,662 | | |
| - | |
| Cost of revenue, related party | |
| 7,303,516 | | |
| | |
| Gross profit | |
| 2,883,690 | | |
| - | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Selling, general and administrative | |
| 3,187,054 | | |
| 2,115,924 | |
| Wages and benefits | |
| 1,026,034 | | |
| 144,000 | |
| Depreciation and amortization | |
| 1,598,742 | | |
| | |
| Research and development | |
| - | | |
| 745,024 | |
| Total operating expenses | |
| 5,811,830 | | |
| 3,004,948 | |
| Loss from operations | |
| (2,928,140 | ) | |
| (3,004,948 | ) |
| | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | |
| Interest expense, net | |
| (5,573 | ) | |
| - | |
| Extinguishment of debt | |
| - | | |
| (265,596 | ) |
| Change in FV of contingent consideration | |
| 3,387,266 | | |
| | |
| Other expense | |
| (32,693 | ) | |
| - | |
| Total other income (expense) | |
| 3,349,000 | | |
| (265,596 | ) |
| Income (loss) before income taxes | |
| 420,860 | | |
| (3,270,544 | ) |
| Income taxes | |
| (497,495 | ) | |
| - | |
| Net income (loss) | |
$ | 918,355 | | |
$ | (3,270,544 | ) |
For
the year ended December 31, 2025 and 2024, revenues attributable to operations by geography were as follows:
| | |
Year Ended | |
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Malta | |
| 21,256,026 | | |
| | |
| Sweden | |
| 583,842 | | |
| | |
| | |
$ | 21,839,868 | | |
$ | - | |
The following table presents
property, plant and equipment, net by geographic location as of December 31, 2025 and 2024.
| | |
Year Ended | |
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Malta | |
| 118,886 | | |
| - | |
| Sweden | |
| 7,168 | | |
| - | |
| | |
$ | 126,054 | | |
$ | - | |
The
following table presents Intangibles, net by geographic location as of December 31, 2025 and 2024.
| | |
Year Ended | |
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Europe | |
| 8,748,810 | | |
| - | |
| United States | |
| 32,688,749 | | |
| - | |
| | |
$ | 41,437,559 | | |
$ | - | |
|