v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events

Note 17 — Subsequent Events

 

The Company evaluated subsequent events and transactions through the date the condensed consolidated financial statements were issued. Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

 

The Company received further advances from Grafiti LLC of $96,671 during the period from July 1 through August 10, 2026, to fund working capital requirements. As of August 10, 2026, the balance owed to Grafiti LLC is $0 as the amount was repaid in full as of that date.

 

No further advances were received by the Company under the Grafiti Note during the period from July 1 through August 10, 2026. A total repayment of $500,000 was made on August 3, 2026, comprising $97,387 in accrued interest and $402,613 in principal repayments. As of August 10, 2026, the balance owed under the note was $2,597,344 and the amount available for future loan under the note was $402,656.

 

Third Note Amendment and Waiver

 

On July 29, 2026, the Company entered into the Amendment with Grafiti LLC which extends the maturity date of the Grafiti Note to July 31, 2027, with retroactive effect as of June 30, 2026, and adds certain repayment limitation provisions (see Note 6).

 

Letter Agreement

 

On July 29, 2026, the Company entered into the Letter Agreement with the Parent, pursuant to which, with a retroactive effective date as of June 30, 2026, for so long as the Parent remains the Controlling Stockholder, the Parent agreed that it will not request or otherwise seek to cause the Company or its board of directors to effect a Corporation Optional Redemption (as defined in the Certificate of Designation) of the Series A Preferred Stock, or any other redemption thereunder, in each case without limiting the authority of the board of directors, consistent with its fiduciary duties, to independently determine whether to effect such a redemption. In addition, the Parent irrevocably waived, until the last day of the fiscal quarter in which the direct listing on Nasdaq occurs (the “Trigger Event Period”), the occurrence, effectiveness and application of a Trigger Event, including, among others, any resulting increase in the stated value of the Series A Preferred Stock or adjustment to the conversion price. The waiver applies only to events occurring during such Trigger Event Period, and following its expiration, the provisions governing Trigger Events under the Certificate of Designation will thereafter apply in accordance therewith; provided, however, that, upon the expiration of the Trigger Event Period, no event, circumstance or condition occurring during such period shall retroactively constitute a Trigger Event or result in any retroactive increase in the stated value of the Series A Preferred Stock, its conversion price or any other consequence or effect under the Certificate of Designation.

 

Preferred Purchase Agreement – Second Closing

 

In accordance with the terms of the Preferred Purchase Agreement between the Company and Streeterville, on July 30, 2026, the Company completed the second closing contemplated thereunder in connection with its direct listing on Nasdaq. At the second closing, the Company issued and sold to Streeterville 8,000 shares of Series A Preferred Stock for an aggregate purchase price of $8,000,000, before deducting transaction expenses (see Note 8).

 

Streeterville March 2026 Convertible Note Warrants

 

On July 30, 2026, Streeterville partially exercised the Note Warrants, in accordance with the terms thereof, to purchase 4,000 shares of common stock at a price per share of $6.80. As of August 10, 2026, Streeterville may purchase an additional 246,000 shares of common stock under the Note Warrants from time to time.

 

GolfSuites - Co-Marketing and Collaboration Agreement

 

In accordance with the terms of the Marketing Agreement with GolfSuites, the Company paid the second marketing fee installment of $350,000 on July 31, 2026. Additionally, on August 10, 2026, the Company received its initial purchase order from GolfSuites for 500 units of the Company’s GameGolf KZN AI product, representing the Quarterly Minimum number of units required to be purchased by GolfSuites under the Marketing Agreement.