On April 22, 2020, the Company entered into a guaranty with a counterparty to unconditionally guarantee PureCycle Technologies, Inc.’s (“PCT”) obligation to reimburse a $5.0 million prepayment upon PCT’s failure to meet certain performance thresholds. Performance thresholds include the commission and construction of a plant. The guaranty has no expiration. There were no amounts paid by the Company for both the guaranty and interest. As of June 30, 2026 and December 31, 2025, there was no principal outstanding under the guaranty.

On June 30, 2025, Accelsius entered into an amended and restated agreement with the MNC. The amended agreement modifies several terms and notably (a) eliminates revenue-based royalty payments, (b) extends the due dates for fixed installment payments, (c) modifies and reduces the buy-out fee payable to the MNC in lieu of future installment payments upon certain events such as an assignment of the agreement or a capital event (including a change of control or initial public offering), at the option of either the MNC or Accelsius, and (d) eliminates Accelsius’s ability to unilaterally terminate the agreement upon the occurrence of certain events (other than a material breach) and provides the MNC with certain limited information rights related to the equity ownership of Accelsius.

On December 12, 2024, the Company entered into a license agreement with a third party to obtain exclusive rights to use certain know-how, patents, and data relating to processes for the gasification of plastic waste (the “Gasification Technology”). Ownership of the Gasification Technology will transfer to the Company for a fee of $0.5 million contingent upon achievement of a commercial milestone, which is not yet probable.

Refinity agreed to pay a minimum fee of €2.0 million for the period beginning January 22, 2025 and ending April 30, 2026 (“Year 1”), and €3.0 million for the period beginning May 1, 2026 and ending April 30, 2027 (“Year 2”); provided that, if the third party is unable to provide all of the services contemplated to be provided during Year 1 due to its resource constraints, any unused portion of the minimum fee for Year 1 will be deferred to Year 2 and added to the Year 2 minimum fee. Expenses for services from contracts under the Framework Agreement are recognized as incurred and are applied to the minimum fee. Refinity incurred €0.2 million and €0.7 million of service expenses toward the Year 1 minimum fee for the three and six months ended June 30, 2026, respectively, and €0.3 million for the three and six months ended June 30, 2025. After currency conversion, Refinity incurred $0.2 million and $0.8 million toward the Year 1 minimum fee during the three and six months ended June 30, 2026, respectively, and $0.4 million for the three and six months ended June 30, 2025. Additionally, during the three and six months ended June 30, 2026, Refinity made payments of $0.2 million and $0.9 million on costs incurred as a part of the Year 1 minimum fee. Refinity made payments of $0.6 million toward the Year 1 minimum fee for both the three and six months ended June 30, 2025. As of June 30, 2026, there was no unused portion of the minimum fee for Year 1, as the Company met the full commitment.

Refinity incurred €0.5 million of service expenses toward the Year 2 minimum fee for the three and six months ended June 30, 2026. After currency conversion, Refinity incurred $0.6 million toward the Year 2 minimum fee during the three and six months ended June 30, 2026. Refinity made payments of $1.0 million for the three and six months ended June 30, 2026.

On May 12, 2023, Advanced Cooling Technologies, Inc. (“ACT”) filed a complaint, which has been subsequently amended twice, against Accelsius in the Court of Common Pleas of Lancaster County, Pennsylvania, alleging claims against Accelsius and an Accelsius employee who was previously an employee of ACT. The claims include violations of the employee’s non-competition and confidentiality obligations, misappropriation and theft of ACT’s trade secrets, unfair competition and tortious interference. The complaint seeks injunctive relief and monetary damages.

The Company disputes the allegations asserted in the complaint and is defending them vigorously, having defeated an early motion for preliminary injunction. Discovery is substantially complete. Accelsius is unable to predict the outcome of this matter or reasonably estimate the possible loss or range of loss, if any.