Note 11 – Commitments and Contingencies

Indemnification Agreements

The Company enters into contractual relationships that contain indemnification provisions in its normal course of business. Historically, there have been no such indemnification claims, and management believes any liability arising from these agreements will not be material to the Company’s condensed consolidated financial statements.

Legal Matters

The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business. Management believes the outcome of such matters will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows.

Nasdaq Trading Halt

Following its listing on Nasdaq on October 1, 2025, the Company was notified by Nasdaq that the China Securities Regulatory Commission (the “CSRC”) had not yet completed its process of review of the Company’s U.S. listing. As a result, Nasdaq halted trading of the Company’s common stock and warrants while it seeks clarification. The trading halt remained in effect as of June 30, 2026.

Notice of Delist Determination Letter

On July 16, 2026, the Company received the Determination Letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC to delist the Company’s common stock and warrants from Nasdaq Capital Market, and the Company already requested an appeal of the Staff’s determination. The request would stay any suspension of the Listed Securities pending the Panel’s decision, although the trading halt currently in effect would remain in place notwithstanding any appeal.

CSRC Administrative Penalty Notice

On April 24, 2026, Heilongjiang Zhongneng Liangke Agricultural Technology Co., Ltd. (“Zhongneng Liangke”), a wholly-owned PRC operating subsidiary of the Company, received an Advance Notice of Administrative Penalty (the “Notice”) from the Heilongjiang Regulatory Bureau of the China Securities Regulatory Commission (the “CSRC”) in connection with the Company’s overseas listing filing process. The Notice proposes administrative fines of RMB 3,000,000 on Zhongneng Liangke and RMB 1,500,000 on Mr. Zhenjun Jiang, the Company’s Chairman and Chief Executive Officer, in his capacity as the directly responsible executive. On May 7, 2026, Zhongneng Liangke received the final Administrative Penalty Decision (the “Decision”) from the CSRC whereby the CSRC affirmed and formally imposed the fines proposed in the Notice. These penalties have already been fully paid on May 24, 2026 and no further amounts are payable by the Company under the CSRC decision.

Geographical Data

Substantially all of the Company’s revenue is generated in the PRC, and substantially all of the Company’s long-lived assets are located in the PRC.

Operating Leases

The Company’s primary long-term operating lease is for office space of approximately 2,247.34 square meters in Zhuhai, China, with monthly payments of RMB 144,325 and a term expiring December 31, 2027. The lease was initially entered into in January 2025 with a payment commencement date of August 1, 2025, but was subsequently modified during September 2025 to defer the payment commencement date to November 1, 2025, resulting in a $59,162 derecognition from the right-of-use asset and operating lease obligation. For the six months ended June 30, 2026, operating lease expense of $91,334 was included as a component of general and administrative expenses (March 31, 2025: $5,897, related to a short-term lease at the Company’s prior premises). The weighted-average discount rate used in the lease measurement was 3.1% at inception, and the remaining lease term as of June 30, 2026 was approximately 1.5 years.

Year ending December 31,