14. RELATED PARTY TRANSACTIONS

KBROS and Ssquared Spirits LLC

The Company’s founder and Chief Executive Officer, who is a stockholder and member of the Board of Directors, has an economic interest in Ssquared Spirits LLC, the seller of the CWS Platform acquisition. The spouse of the Company’s former Chief Executive Officer and director is the President and controlling stockholder of KBROS, the managing member and director of Ssquared Spirits LLC, and a minority shareholder of the Company. See Note 6 for the CWS Platform acquisition from SSquared.

KBROS serves as the Company’s Product Handler pursuant to a Product Handling Agreement. Under the agreement, KBROS is entitled to a monthly fee of $40,000 plus reimbursement of shipping and handling fees incurred in fulfilling customer orders, and a bonus upon reaching certain revenue milestones. During the three and six months ended June 30, 2026, the Company did not incur any product handling fees or incentive compensation payable to KBROS. During the three and six months ended June 30, 2025, the Company incurred product handling fees of $0 and $40,000, respectively, to KBROS, recorded within cost of revenue in the statements of operations, and $0 and $100,000, respectively, in incentive compensation, recorded within sales and marketing expenses in the unaudited consolidated statements of operations.

In October 2024, the Company entered into a settlement and release agreement with KBROS and its controlling stockholder for an aggregate amount of $4,100,000, recorded within general and administrative expenses in the statements of operations. As of June 30, 2026 and December 31, 2025, $234,212 and $675,975, respectively, remained unpaid and are included in accrued and other payables, related party on the balance sheet.

See Note 17 for funding commitment with KBROS.

Country Wine & Spirits, Inc. (“CWS”)

CWS operates six brick-and-mortar locations for the sale of beer, wine, and spirits and specializes in logistics of shipping. To date, CWS has distributed all of the alcohol ordered by customers through the CWS Platform, via the Company’s Product Handler agreement with KBROS. The President of CWS is also the 100% owner of KBROS, the Product Handler.

As of June 30, 2026 and December 31, 2025, accounts receivable, related party, with CWS was nil and $232,283, respectively, included in accounts receivable, related party, on the unaudited condensed consolidated balance sheets.

Performance Bonus – Chief Executive Officer

During the three and six months ended June 30, 2026, the Company did not pay its Chief Executive Officer a performance bonus. During the three and six months ended June 30, 2025, the Company paid its Chief Executive Officer a performance bonus of $0 and $100,000, respectively, for achieving certain revenue levels through the CWS Platform, which is included under sales and marketing expense in the consolidated statements of operations.

Due to/from Related Parties

As of June 30, 2026, the Company had $260,272 due from related parties on the balance sheet, representing amounts due from Sean Dollinger, the Company’s Chief Executive Officer. As of December 31, 2025, the Company had $2,364,450 due from related parties, consisting of $50,000 due from Mr. Dollinger and $2,314,450 due from Yilin Lu, then the President and a member of the Board of Directors of the Company. These amounts are unsecured, non-interest bearing, and have no fixed repayment terms.

On June 4, 2026, Mr. Lu resigned from his position as President and as a member of the Board of Directors of the Company, effective immediately. Mr. Lu’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In April 2026, prior to his resignation, the Company received repayment of $2,603,223 from Mr. Lu, received in USDT, in respect of amounts due from him, which is reflected as a related party transaction for the period during which the relationship existed, in accordance with ASC 850, Related Party Disclosures. As Mr. Lu is no longer an officer or director of the Company, and holds no other relationship that would cause him to be a related party as of June 30, 2026, the $143,544 due from Mr. Lu as of that date is presented as other receivable rather than as due from a related party.

As of June 30, 2026, the Company had $3,001 due to related parties, payable to Mr. Dollinger. As of December 31, 2025, the Company had $6,713 due to related parties, consisting of $3,713 in reimbursable business expenses charged to a credit card held by Mr. Dollinger and $3,000 payable directly to Mr. Dollinger.

Fusion Five – Related Party

The Company’s majority-owned subsidiary, Fusion Five, has amounts due to a director of Fusion Five. The amount is unsecured, non-interest bearing, and repayable on demand. As of June 30, 2026, amounts due to related parties of Fusion Five were $57,453.

Lease

The Company historically leased space, which is now month-to-month, from South Doll Limited Partnership, an entity affiliated with the Company’s Chief Executive Officer. Pursuant to retention and settlement agreements entered into during the year ended December 31, 2024, the Company agreed to pay $40,000 to South Doll Limited Partnership, an entity affiliated with the Company’s Chief Executive Officer. As of June 30, 2026 and December 31, 2025, this amount remained unpaid and is included in accrued and other payables, related party on the balance sheets. 

During the three months ended March 31, 2026, SWOL Holdings Inc., a wholly owned subsidiary of the Company, terminated its commercial lease agreement with CapMinds for office space located at 6538 Collins Avenue, Suite 344, Miami Beach, Florida 33141. CapMinds is an entity affiliated with Alexandra Hoffman, Secretary and Technical Writer of the Company and Chief Executive Officer of SWOL Holdings Inc. The lease had commenced March 15, 2025 at a monthly base rent of $1,200 and was originally scheduled to expire March 31, 2030. No termination fees or penalties were incurred in connection with the termination.