v3.26.1
Redeemable Nonparticipating Noncontrolling Interest and Nonparticipating Noncontrolling Interest
6 Months Ended
Jun. 30, 2026
Temporary Equity Disclosure [Abstract]  
Redeemable Nonparticipating Noncontrolling Interest and Nonparticipating Noncontrolling Interest Redeemable Nonparticipating Noncontrolling Interest and Nonparticipating Noncontrolling Interest
Block 40 Class B Preferred Units
Pursuant to the Company’s acquisition of the membership interests in the Block 40 Entities, the Company assumed the obligations associated with the EB-5 investors in Block 40, LLC. From September 15, 2015 through May 31, 2024, Block 40, LLC issued Class B Preferred Units through six offerings raising $46.0 million, by issuing 88 Class B Preferred Units to investors. The investments were structured to qualify the investors for the EB-5 Employment Creation Visa (“EB-5 Visa”). The EB-5 Visa provides a method for foreign nationals who invest capital and thereby support the creation of jobs in the United States to obtain lawful permanent resident status in the United States (commonly referred to as a “Green Card)”. The proceeds from the issuance of the Class B Preferred Units were then used by Block 40 for the construction and development of the Block 40 property located in Hollywood, Broward County, Florida. Each Class B Preferred Unit is entitled to a cumulative annual rate of preferred return, the payment of which is contingent on available distributable cash and is not guaranteed. In addition, the Class B Preferred Units are non-participating and, accordingly, do not share in the net income or net loss of Block 40, LLC or the Company.

During October and December 2025, the Company entered into share exchange agreements with certain EB-5 investors to acquire their Class B Preferred Units in Block 40, LLC. Under the agreements, the Company issued a number of shares of its common stock equal to (i) the Investor’s remaining unrecovered Class B capital amount plus (ii) the accrued but unpaid Class B preferred return through the closing date, divided by $0.76. The twenty-five investors holding Class B Preferred participated in the share exchange agreements, representing $16.1 million of total equity. In connection with these exchanges, the Company issued 21,129,000 shares of common stock.
On June 30, 2026, the Company entered into share exchange agreements with two additional EB-5 investors to acquire their Class B Preferred Units in Block 40, LLC. The interests were valued at $1.04 million, consisting of $1.0 million of unreturned Class B capital and $43 thousand of accrued but unpaid Class B preferred return. In consideration, the Company issued 1,372,811 shares of restricted common stock (interest value divided by $0.76). Consistent with the prior exchanges, and because the Company already controlled Block 40, LLC, the transaction was accounted for as an equity transaction under ASC 810-10-45-23; no gain or loss was recognized, and the excess of the consideration over the carrying amount of the noncontrolling interest acquired was recorded as a reduction of additional paid-in capital.

As of June 30, 2026, the investors in Class B Preferred Units held by investors whose Form I‑526 petitions have been approved are not subject to redemption outside the Company’s control and are thus classified as permanent equity. On the other hand, investors whose I-526 petitions remain pending hold $8.46 million remain subject to redemption in the event of a USCIS denial and will accordingly be classified as mezzanine equity. Pursuant to ASC 480-10-S99-3A(24), management evaluated all cash redemption features that are outside the Company’s control (redemption upon USCIS denial of a holder’s Form I-526) and concluded that redemption is not probable as management is not aware of any USCIS denials and does not consider such denials probable. Accordingly, no accretion to redemption value has been recognized as of June 30, 2026. The Company will reassess these conditions each reporting period and will accrete to the redemption amount prospectively if redemption becomes probable or the Units become currently redeemable.