Contemplated Transaction with the SMS Group

On January 10, 2022, the Company executed a definitive agreement to acquire a controlling interest in SMS and its subsidiaries (collectively, the “SMS Group”), a company majority-owned by GPR. The purchase price for the controlling interest will be determined based on the price of the Company’s common stock on the closing date, to be agreed by the parties in good faith after all conditions precedent are met. These conditions precedent include, but are not limited to, completion of SMS’s audited financial statements by an independent PCAOB-registered accounting firm; delivery of a completed and SEC-compliant SK-1300 technical report summary; uplisting of ACRG’s common stock to the Nasdaq Capital Market; SEC clearance of a Form S-4 registration statement and proxy materials; approval of the transaction by ACRG’s shareholders; and satisfaction of customary closing conditions. As of June 30, 2026, the transaction had not closed and no amounts related to the contemplated transaction are reflected in the accompanying financial statements.

Separately, the Company and SMS are party to a Master Services Agreement entered into in March 2026 relating to the funding of certain third-party advisory costs, which is described in Note 6 – Related Party Transactions.

Joint Venture with AMI Strategies

Effective June 3, 2024, the Company executed a Memorandum of Understanding for a joint venture with AMI Strategies (“AMI”). The parties intend to form a joint operation utilizing the technology and talent of both organizations, including the Company’s planned renewable energy generation and AMI’s utility-cost management platform. The parties will work together to draft definitive documents, including the formation of the joint venture and its governing documents. No amounts related to the contemplated AMI joint venture are reflected in the accompanying financial statements.

Legal Proceedings

From time to time the Company may be subject to claims and legal proceedings arising in the ordinary course of business. As of June 30, 2026, the Company was not a party to any material pending legal proceedings.