| Schedule of Final Purchase Price Allocation |
The final purchase price allocation is as follows: | | | | | | | | | Asset Description | | Amount | | Intangible Assets | | $ | 7,821,867 | | | Cash | | 389 | | | Prepaid Expenses | | 3,392 | | | Property & Equipment | | 201,452 | | | Deposits and Other Assets | | 24,837 | | | Operating Lease ROU Asset | | 491,830 | | | Total Assets Acquired | | $ | 8,543,767 | | | Less: Deferred Revenue | | $ | (228,371) | | | Less: Notes Payable | | (312,697) | | | Less: Operating Lease Liability | | (547,438) | | | Less: Accounts Payable and Accrued Liabilities | | (1,103,239) | | | Net Assets Acquired | | 6,352,022 | | | Goodwill | | 8,087,902 | | | Total Purchase Price | | $ | 14,439,924 | |
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| Schedule of Consideration Received and Carrying Value of the Net Assets of the Disposal Group Derecognized |
The fair value of total consideration received was as follows: | | | | | | | | | | Fair Value of Consideration Received | | Amount | | Cash | | $ | 1,035,827 | | | Promissory note receivable, at fair value | | 4,787,469 | | | Series D convertible preferred stock, at fair value | | 5,614,086 | | | Company liabilities assumed by the Buyer | | 239,446 | | | Total Fair Value of Consideration Received | | $ | 11,676,828 | |
The carrying value of the net assets of the Disposal Group derecognized upon the loss of control was as follows:
| | | | | | | | | | Assets | | | | Cash and cash equivalents | | $ | 42,495 | | | Accounts receivable, net | | 985 | | | Prepaid expenses | | 74,492 | | | Property and equipment, net (aircraft, etc.) | | 155,216 | | | Right-of-use assets (operating leases) | | 524,548 | | | Deposits and other assets | | 48,615 | | | Goodwill | | 7,818,805 | | | Intangible assets | | 7,375,476 | | | Total Assets | | $ | 16,040,632 | | | Liabilities | | | | Accounts payable and accrued liabilities | | $ | 493,278 | | | Deferred revenue | | 190,850 | | | Note payable | | 235,158 | | | Operating lease payable | | 507,910 | | | Intercompany payable, net | | 896,380 | | | Total Liabilities | | 2,323,576 | | | Net assets of the Disposal Group | | $ | 13,717,056 | |
The following table presents the major classes of assets and liabilities of the discontinued operations as of December 31, 2025:
| | | | | | | Assets: | | | Cash | $ | 25,671 | | | Accounts receivable, net | 1,530 | | | Prepaid expenses and other current assets | 74,492 | | | Property and equipment, net | 176,866 | | | Operating lease right-of-use asset, net | 586,310 | | | Goodwill | 7,818,805 | | | Intangible assets, net | 7,457,961 | | | Deposits and other assets | 48,615 | | | Total assets of discontinued operations | $ | 16,190,250 | | | | | Liabilities: | | | Accounts payable and accrued liabilities | $ | 339,074 | | | Deferred revenue | 166,517 | | | Notes payable, net of debt discount and issuance costs | 419,056 | | | Operating lease payable | 567,423 | | | Total liabilities of discontinued operations | $ | 1,492,070 | |
The following table summarizes the major classes of line items included in loss from discontinued operations: | | | | | | | | | | | | | | | | | | | | | | | | | Three months ended June 30, | | Six months ended June 30, | | 2026 | | 2025 | | 2026 | | 2025 | | Net Revenue | $ | — | | | $ | 136,131 | | | $ | 323,429 | | | 806,713 | | | Cost of Revenue | — | | | (121,073) | | | (333,201) | | | (509,101) | | | Gross Margin | — | | | 15,058 | | | (9,772) | | | 297,612 | | | General and Administrative | — | | | 154,564 | | | 280,656 | | | 520,057 | | | Compensation | — | | | 154,637 | | | 165,882 | | | 403,153 | | | Marketing | — | | | 395 | | | 10,189 | | | 22,986 | | | Interest expense | — | | | 6,654 | | | — | | | 18,976 | | | Other income, net | — | | | — | | | — | | | (240,567) | | | Loss from discontinued operations | — | | | (301,192) | | | (466,499) | | | (426,993) | | | Net loss on disposition of business | — | | | — | | | (912,840) | | | — | | | Loss from discontinued operations | $ | — | | | $ | (301,192) | | | $ | (1,379,339) | | | $ | (426,993) | |
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| Schedule of Reconciliation of Carrying Value of Non-Controlling Interest |
As of June 30, 2026 and December 31, 2025, the Company’s consolidated subsidiaries and/or entities are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | Company Ownership Interest | | Name of combined affiliate | | State or other jurisdiction of incorporation or organization | | June 30, 2026 | | December 31, 2025 | | Jerrick Ventures LLC | | Delaware | | 100% | | 100% | | Abacus Tech Pty Ltd | | Australia | | 100% | | 100% | | OG Collection, Inc. | | Delaware | | 51% | | 20% | | Vocal, Inc. | | Nevada | | 51% | | 20% | | S96 NYC, LLC | | New York | | 100% | | 100% | | Fly Flyte, Inc. | | New York | | —% | | 80% | | | | | | | | | Ponderosa Air, LLC | | New York | | —% | | 100% |
The carrying value of the noncontrolling interest at the closing date was determined as follows: | | | | | | | | | | Noncontrolling interest at inception (19.98% of Fly Flyte) | | $ | 2,885,097 | | | Loss attributable to noncontrolling interest through December 31, 2025 | | (756,776) | | | Loss attributable to noncontrolling interest, January 1, 2026 through March 9, 2026 | | (174,549) | | | Noncontrolling interest at March 9, 2026 | | $ | 1,953,772 | |
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