5. RELATED PARTY TRANSACTIONS

Convertible Promissory Notes – Related Party

On June 21, 2023, the Company entered into an unsecured promissory note (the “Note”) with an affiliate pursuant to which the affiliate agreed to loan the Company at any time on an aggregate principal amount of $250,000 for working capital purposes and to pay expenses related to the Business Combination. The Note was non-interest bearing and was payable on the earlier of the Closing Date or December 31, 2023. The Note was not convertible. On December 5, 2024, the Company and the affiliate entered into an amended agreement (the “Amended Note”) to (i) fix the principal amount of the Amended Note at $103,950, the amount outstanding as of September 30, 2024; (ii) change the maturity date of the Amended Note to March 31, 2025, extendable by written consent of the holder; (iii) include interest of 5% per annum on the unpaid principal balance, payable in kind and non-cash; and (iv) include a conversion feature whereby the holder may elect to convert the principal and accrued interest of such Note into Class A common stock of the Company at $0.15 per share. The Amended Note remains subject to customary events of default, the occurrence of any of which would automatically trigger the unpaid principal and interest balance of the Notes and all other sums payable to become immediately due and payable. As of June 30, 2026 and December 31, 2025, there was $112,105 and $109,528 outstanding under the Amended Note which includes $8,155 and $5,578 of capitalized interest expense, respectively. For the three and six months ended June 30, 2026 and 2025, the Company incurred $1,295 and $1,296 , respectively, and $2,577 and $2,948, respectively of interest expense. The Amended Note is due on demand.

On June 21, 2023, the Company issued an unsecured promissory note (the “Sponsor Note”) to the Sponsor, which provided for borrowings from time to time of up to an aggregate of $300,000 that was allowed to be drawn by the Company and used for working capital purposes and to pay expenses related to the Business Combination. The Sponsor Note did not bear interest and was payable on the earlier of December 31, 2023 and the consummation of the Business Combination. On December 5, 2024, the Company and the affiliate entered into an amended agreement (the “Amended Sponsor Note”) to (i) fix the principal amount of the Amended Sponsor Note at $170,000, the amount outstanding as of September 30, 2024; (ii) change the maturity date of the Amended Sponsor Note to March 31, 2025, extendable by written consent of the holder; (iii) include interest of 5% per annum on the unpaid principal balance, payable in kind and non-cash; and (iv) include a conversion feature whereby the holder may elect to convert the principal and accrued interest of such Note into Class A common stock of the Company at $0.15 per share. The Sponsor Note is subject to customary events of default, the occurrence of any of which automatically triggers the unpaid principal balance of the Amended Sponsor Note and all other sums payable with regard to the Amended Sponsor Note to become immediately due and payable. As of June 30, 2026 and December 31, 2025, there was $183,336 and $179,121 outstanding under the Amended Sponsor Note which includes $13,336 and $9,121 of capitalized interest expense, respectively. For the three and six months ended June 30, 2026 and 2025, the Company incurred $2,119, and $2,120, respectively, and $4,215 and $4,821, respectively of interest expense. The Amended Sponsor Note is due on demand.

Issuance of Common Stock to Board of Directors

On August 18, 2025, Global Hydrogen approved and issued a total of 1,000,000 Class A common stock to members of the Board of Directors of the Company under the 2023 Equity Incentive Plan (See Note 6).

Advances – Related Party

During the three and six months ended June 30, 2026, an affiliate of the Company advanced a total of $21,637 to cover operating costs. These amounts are due on demand. At June 30, 2026 and December 31, 2025, the balance of $21,637 and $0, respectively, due to this affiliate is reported in advances – related party on the accompanying condensed consolidated balance sheets.