12. Intangible Assets, Net

On June 2, 2026, the Company entered into and closed a Share Purchase Agreement with the sole shareholder of Anira Consulting FZC, a company organized in the Sharjah Publishing City Free Zone, United Arab Emirates. On July 29, 2026, the parties entered into Amendment No. 2 to the agreement, pursuant to which the transaction was restructured, effective as of June 2, 2026, as an acquisition of the TradeOS commodity trading and risk management technology platform, the related intellectual property, and the “Tradewell” and “TradeOS” names and marks. In connection with the restructuring, the aggregate purchase price was reduced from $12.0 million to $11.5 million through a $500,000 reduction in the principal amount of the promissory note issued as consideration.

The seller retained ownership of Anira. The Company did not acquire, and did not assume any liability or obligation in respect of, any employees, customers, customer or supplier relationships or contracts, accounts receivable, trading positions, credit lines, or business operations of Anira.

The Company concluded that substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets and that the Purchased Assets do not constitute a business. Accordingly, the transaction was accounted for as an asset acquisition, and no goodwill was recognized.

Consideration

Consideration for the Purchased Assets consisted of 135,000 shares of Common Stock, 1,000 shares of Series B Preferred Stock, and a non-convertible, non-interest bearing promissory note maturing June 2, 2028. The note was recorded at present value using an imputed interest rate of 12%, resulting in a discount of approximately $1.0 million. See Note 14 — Notes Payable for the terms of the note.

Composition and useful lives

The Purchased Assets were recorded as finite-lived intangible assets. Based on an analysis of the factors described in Note 3 — Summary of Significant Accounting Policies, the Company assigned a useful life of five years. Amortization is recognized on a straight-line basis.

Commencement of amortization

The Purchased Assets were recorded as finite-lived intangible assets with a useful life of 5 years. Amortization is recognized on a straight-line basis. Amortization expense for the six months ended June 30, 2026 was $174 thousand. The Company also acquired intellectual property assets marketed under the name “TradeIQ” on July 14, 2026. See Note 22 — Subsequent Events for further details.

Impairment

The Purchased Assets were acquired on June 2, 2026 and had not generated revenue as of June 30, 2026. As described in Note 2 — Liquidity, Going Concern, and Management Plans, the Company generated no commodity sales revenue in the six months ended June 30, 2026 and there is substantial doubt about its ability to continue as a going concern. Realization of the carrying amount of the intangible assets is dependent upon the Company successfully deploying the TradeOS platform and generating sufficient future cash flows from its use. The Company assessed whether indicators of impairment existed as of June 30, 2026 and concluded that no impairment charge was required. The estimates and assumptions underlying this assessment are subject to significant uncertainty, and changes in those estimates could result in a material impairment charge in a future period.