Note 4 – Revenue from Contracts with Customers and Cost of Services

The Company provides listing sponsorship and consulting services to growth-stage private companies. During the three and six months ended June 30, 2026 and 2025, the Company earned $50.0 million and $4.0 million, respectively, in equity securities, in listing sponsorship services revenue. The revenues recognized in each of these periods relate to separate customer contracts, under which the respective performance obligations were satisfied during the applicable period.

As the Company is not a registered investment bank, certain investment banking activities required in connection with the Company’s listing consultancy and sponsorship services are performed by the ECIB, a registered investment bank, on the Company’s behalf. The fees payable to ECIB are calculated based on a percentage of revenues earned by the Company in connection with the related advisory services. The consideration payable to ECIB represents costs directly attributable to the provision of the Company’s advisory services and is therefore recognized as cost of services.

Client A

In January 2024, AEI Capital, the Company’s controlling stockholder, entered into an advisory engagement with Client A, a privately held company, pursuant to which AEI Capital became entitled to advisory fees consisting of equity interests representing 3.5% of the client’s outstanding equity, valued at $35.0 million, and cash consideration of $200,000. In October 2024, CapForce International entered into an assignment agreement with AEI Capital pursuant to which AEI Capital assigned to CapForce International a portion of AEI Capital’s rights and obligations under the engagement, including advisory fees consisting of equity interests representing 2.1% of the client’s outstanding equity and cash consideration of $120,000. Following the assignment, CapForce International satisfied the first performance obligation under the engagement during the fourth quarter of 2024 and earned equity consideration with a fair value of $5.0 million. During the second quarter of 2025, CapForce International satisfied another performance obligation under the engagement and earned additional equity consideration with a fair value of $4.0 million.

On December 1, 2025, the Company acquired all the issued and outstanding shares of Sun Investment Enterprises Limited, or SIE, a holding company that owns iCapX Sdn. Bhd. (“iCapX”), a Malaysia-based provider of cap table management fintech platform services and related corporate advisory services. Prior to the acquisition, iCapX had been assigned a portion of the advisory engagement described above, consisting of advisory fees equivalent to 1.4% of the client’s outstanding equity interests and cash consideration of $80,000. On December 30, 2025, iCapX assigned its rights and obligations under that portion of the engagement to CapForce International. During the fourth quarter of 2025, CapForce International satisfied the remaining performance obligations under the engagement and earned aggregate equity consideration with a fair value of $26.0 million, consisting of $12.0 million attributable to the original 2.1% interest previously assigned to CapForce International by AEI Capital and $14.0 million attributable to the separate 1.4% interest assigned by iCapX. CapForce International also earned aggregate cash consideration of $200,000, consisting of $120,000 attributable to the original assignment by AEI Capital and $80,000 attributable to the separate assignment by iCapX (see Notes 5 and 12).

In connection with the Company’s advisory services for Client A, pursuant to a services agreement between CapForce International and the ECIB, CapForce International owes ECIB $3,020,000 in shares of the client’s equity for its investment banking services. Such amount remains accrued and unpaid as of June 30, 2026.

Client B

In June 2026, CapForce International entered into an advisory engagement with Client B, a privately held company, pursuant to which CapForce International became entitled to advisory fees consisting of equity interests representing 4.0% of the client’s outstanding equity, valued at $200.0 million, and cash consideration of $200,000. During the second quarter of 2026, CapForce International satisfied the first performance obligation under the engagement and earned equity consideration with a fair value of $50.0 million (see Note 5). At June 30, 2026, the Company recorded the earned equity consideration within accounts receivable in the unaudited condensed consolidated financial statements as the shares were not yet received. The equity consideration to be provided is in exchange for services rendered and represents a non-controlling equity interest in a privately held entity.

In connection with the Company’s advisory services for Client B, pursuant to a services agreement between CapForce International and the ECIB, CapForce International owes ECIB $5.0 million in shares of the client’s equity for its investment banking services. Such amount remains accrued and unpaid as of June 30, 2026.

The CEO of AEI Capital and former CEO and current Chairman of the Board of Directors of CapForce Inc., serves as a member of the Board of Directors of both advisory engagement clients (Clients A and B), making each client a related party. The agreements between the clients, AEI Capital, and the Company’s subsidiaries were conducted in the ordinary course of business and on terms the Company believes are comparable to those with unrelated third parties. The Company’s management and Board of Directors have evaluated the relationships and concluded that appropriate governance and conflict of interest procedures were followed.