v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On July 14, 2026, the Company’s registration statement on Form S-1 became effective with the SEC.

Mortgage Loan Related Transactions

As discussed in Note 13, "Mortgage Loans," on July 24, 2026, the Company refinanced the Block 40 Mortgage Loan by entering into the Block 40 Facility, consisting of a $69.0 million Senior Mortgage Loan and a separate $10.0 million Mezzanine Loan. The proceeds from the Block 40 Facility were used to fully satisfy and retire the Block 40 Mortgage Loan.
Additionally, on July 24, 2026, the Company, through Block 40 Property, LLC and Block 40 Holdco LLC, entered into two interest rate cap agreements with Goldman Sachs Bank USA. The caps have an aggregate notional amount of $79.0 million, limit one-month CME Term SOFR to 4.5%, and terminate on August 7, 2028. The aggregate stated premium was $360 thousand. The caps meet the definition of derivatives under ASC 815, Derivatives and Hedging, and will be recognized separately and measured at fair value at each reporting date after their effective date.

Equity Related Transactions

As discussed in Note 18, "Stockholders' Equity," subsequent to June 30, 2026, the Company received additional subscriptions of $50 thousand under the private placement, resulting in the issuance of approximately 16,666 shares of common stock at a price of $3.00 per share. As a result, the Company had 211,149,963 shares of common stock outstanding as of August 12, 2026.

On July 16, 2026, the Company’s Board of Directors approved, by written consent, a reverse stock split of the Company’s common stock at a ratio of not less than one-for-two and not more than one-for-five, with the exact ratio and timing to be determined at the discretion of the Board. The reverse stock split had not been effected as of the date of issuance of these interim financial statements.

On July 27, 2026, the Company issued secured convertible promissory notes with an aggregate principal amount of $5.0 million to three accredited investor purchasers, together with warrants to purchase 1,666,665 shares of common stock. The notes bear interest at 15% per annum, mature 180 days after issuance and, unless earlier prepaid, automatically convert at maturity, together with accrued interest, into common stock at $3.00 per share. The warrants are exercisable at $3.00 per share and expire on July 27, 2031. The proceeds were intended to fund the HOPCo promissory note, as further described below, and for general corporate purposes.

Additionally, on July 27, 2026, HOPCo Intermediate Holdings II, Inc. issued a convertible promissory note to the Company providing for advances of up to $25.0 million. At least $5.0 million was funded at closing, with the remaining amount required to be funded on or before August 31, 2026. The note bears interest at 8% per annum, paid in kind, and matures on July 27, 2031. If a qualifying equity investment of at least $205.0 million is not completed on or before October 31, 2026, the note will automatically convert into Class A2 units of HOPCo Group Holdings, L.P. Because these transactions occurred subsequent to June 30, 2026, no related amounts were recognized in the accompanying interim financial statements.

On July 24, 2026, subsequent to the balance-sheet date, Glen Steward, Chairman of the Board and director of the Company, advanced $0.5 million to the Company to support its near-term liquidity and working-capital needs. The advance was subsequently memorialized by an unsecured convertible promissory note bearing simple interest at 8% per annum from the funding date, calculated on an actual/365 basis. The note provides for no default interest or increase in the interest rate upon default, and no warrants or other separate equity rights were issued. Subject to the terms of the note, the outstanding principal and accrued interest will automatically convert into shares of the Company’s common stock on January 20, 2027, at a conversion price of $3.00 per share. Assuming conversion occurs on that date, the estimated conversion amount is $519,726, representing approximately 173,242 whole shares of common stock, with cash payable in lieu of any fractional share. Because Mr. Steward is a director, the advance constitutes a related-party transaction. Following the funding date, the disinterested directors approved and ratified the advance and the related transaction documents on August 12, 2026. Because the transaction arose after June 30, 2026, no amounts related to the advance were recognized in the Company’s condensed financial statements as of or for the three and six months ended June 30, 2026.

Related-Party Note Amendment

On August 5, 2026, the Company entered into Amendment No. 1 to the Promissory Note dated June 1, 2023, with FAVO Holdings, LLC (a related party owned 65% by Vincent Napolitano and 35% by the Company’s Chief Executive Officer and director). The final principal installment of $1.6 million, previously due May 31, 2026, was extended to September 1, 2026. From and after June 1, 2026, the outstanding principal bears simple interest at 10% per annum (aggregating $40,000 through the new maturity date). The 15% default interest rate was waived solely for the extension period; if the installment and accrued interest are not paid in full on September 1, 2026, the 15% default rate will be reinstated. The amendment was approved by the disinterested members of the Board after the Chief Executive Officer recused himself.
Financing Commitment

On August 13, 2026, Stewards (International) Limited, acting as the CIS manager of Stewards International Funds PCC for its Stewards Private Credit Fund, executed a letter confirming a commitment to provide the Company with at least $24.0 million of funding over the following twelve months. The funding is expected to be provided through existing and new financing arrangements in monthly funding rounds averaging approximately $2.0 million. This commitment represents a nonrecognized subsequent event, and no amounts related to the commitment were recorded as of June 30, 2026.