ACE is governed by an operating agreement (the “ACE Operating Agreement”) between the Company’s wholly owned subsidiary, ACRG Energy Holdings, and Phoenix. As of June 30, 2026, ACRG Energy Holdings held a 100% vested membership interest in ACE and Phoenix held a 0% vested interest. Under the ACE Operating Agreement, Phoenix is entitled to earn in to a 30% membership interest over a three-year period, subject to a twelve-month cliff, with the first vesting date occurring no earlier than January 1, 2027 and contingent upon satisfaction of specified performance and service conditions.

Because the Company, through ACRG Energy Holdings, holds a 100% vested controlling financial interest in ACE at June 30, 2026, ACE is consolidated in accordance with ASC 810, Consolidation. As Phoenix’s interest was 0% vested as of June 30, 2026, no noncontrolling interest was recognized. The Company does not account for ACE under the equity method and has not recorded an “investment in joint venture” asset. Organization and startup costs of $5,000 incurred by ACE were recognized within general and administrative expenses for the six months ended June 30, 2026.

Under the ACE Operating Agreement, ACE may fund up to $110,000 in the aggregate, payable in monthly installments of $10,000, for management and consulting services provided by two individuals who are not members of the ACRG consolidated group. These amounts are contingent upon satisfactory performance and are subject to reduction, deferral, or discontinuation at the discretion of ACE’s board. No such management fees were incurred during the three and six months ended June 30, 2026, as the arrangement had not commenced. When incurred, these amounts will be recognized as consolidated operating expenses and disclosed as related-party transactions.