Acquisitions, Investments and Disposals (Tables)
|
6 Months Ended |
12 Months Ended |
Jun. 30, 2026 |
Dec. 31, 2025 |
| Acquisitions, Investments and Disposals [Abstract] |
|
|
| Schedule of Final Purchase Price Allocation |
The final purchase price allocation is as follows:
| Asset Description | |
Amount | |
| Intangible Assets | |
$ | 7,821,867 | |
| Cash | |
| 389 | |
| Prepaid Expenses | |
| 3,392 | |
| Property & Equipment | |
| 201,452 | |
| Deposits and Other Assets | |
| 24,837 | |
| Operating Lease ROU Asset | |
| 491,830 | |
| Total Assets Acquired | |
$ | 8,543,767 | |
| Less: Deferred Revenue | |
$ | (228,371 | ) |
| Less: Notes Payable | |
| (312,697 | ) |
| Less: Operating Lease Liability | |
| (547,438 | ) |
| Less: Accounts Payable and Accrued Liabilities | |
| (1,103,239 | ) |
| Net Assets Acquired | |
| 6,352,022 | |
| Goodwill | |
| 8,087,902 | |
| Total Purchase Price | |
$ | 14,439,924 | |
|
The final purchase price allocation is as follows:
| Asset
Description | |
Amount | |
| Intangible
Assets | |
$ | 7,821,867 | |
| Cash | |
| 389 | |
| Prepaid Expenses | |
| 3,392 | |
| Property & Equipment | |
| 201,452 | |
| Deposits and Other Assets | |
| 24,837 | |
| Operating
Lease ROU Asset | |
| 491,830 | |
| Total
Assets Acquired | |
$ | 8,543,767 | |
| Less: Deferred Revenue | |
| (228,371 | ) |
| Less: Notes Payable | |
| (312,697 | ) |
| Less: Operating Lease Liability | |
| (547,438 | ) |
| Less:
Accounts Payable and Accrued Liabilities | |
| (1,103,239 | ) |
| Net
Assets Acquired | |
$ | 6,352,022 | |
| Goodwill | |
| 8,087,902 | |
| Total
Purchase Price | |
$ | 14,439,924 | |
|
| Schedule of Consideration Received and Carrying Value of the Net Assets of the Disposal Group Derecognized |
The fair value of total consideration received was as follows:
| Fair Value of Consideration Received | |
Amount | |
| Cash | |
$ | 1,035,827 | |
| Promissory note receivable, at fair value | |
| 4,787,469 | |
| Series D convertible preferred stock, at fair value | |
| 5,614,086 | |
| Company liabilities assumed by the Buyer | |
| 239,446 | |
| Total Fair Value of Consideration Received | |
$ | 11,676,828 | |
The
carrying value of the net assets of the Disposal Group derecognized upon the loss of control was as follows:
| Assets | |
| |
| Cash and cash equivalents | |
$ | 42,495 | |
| Accounts receivable, net | |
| 985 | |
| Prepaid expenses | |
| 74,492 | |
| Property and equipment, net (aircraft, etc.) | |
| 155,216 | |
| Right-of-use assets (operating leases) | |
| 524,548 | |
| Deposits and other assets | |
| 48,615 | |
| Goodwill | |
| 7,818,805 | |
| Intangible assets | |
| 7,375,476 | |
| Total Assets | |
$ | 16,040,632 | |
| Liabilities | |
| | |
| Accounts payable and accrued liabilities | |
$ | 493,278 | |
| Deferred revenue | |
| 190,850 | |
| Note payable | |
| 235,158 | |
| Operating lease payable | |
| 507,910 | |
| Intercompany payable, net | |
| 896,380 | |
| Total Liabilities | |
| 2,323,576 | |
| Net assets of the Disposal Group | |
$ | 13,717,056 | |
|
|
| Schedule of Reconciliation Of Net Loss On Divestiture |
The
loss recognized on the divestiture was calculated as follows:
| Fair Value of Consideration Received | |
$ | 11,676,828 | |
| Carrying value of net assets of the Disposal Group | |
| (13,717,056 | ) |
| Noncontrolling interest derecognized | |
| 1,953,772 | |
| Intercompany balances waived | |
| (796,384 | ) |
| Transaction costs | |
| (30,000 | ) |
| Loss on sale of subsidiaries, before income taxes | |
$ | (912,840 | ) |
|
|
| Schedule of Reconciliation of Carrying Value of Non-Controlling Interest |
The carrying value of the noncontrolling interest at the closing date was determined as follows:
| Noncontrolling interest at inception (19.98% of Fly Flyte) | |
$ | 2,885,097 | |
| Loss attributable to noncontrolling interest through December 31, 2025 | |
| (756,776 | ) |
| Loss attributable to noncontrolling interest, January 1, 2026 through March 9, 2026 | |
| (174,549 | ) |
| Noncontrolling interest at March 9, 2026 | |
$ | 1,953,772 | |
|
|
| Schedule of Pro Forma Combined Results of Operations |
|
The unaudited pro forma results presented
below do not include any material, nonrecurring items directly attributable to the acquisition.
| | |
As
of
December 31,
2025 | | |
As
of
December 31,
2024 | |
| Current
Assets | |
| 846,339 | | |
| 115,323 | |
| Non-Current
Assets | |
| 17,295,608 | | |
| 5,983,135 | |
| Total
Assets | |
$ | 18,141,947 | | |
$ | 6,098,458 | |
| | |
| | | |
| | |
| Current
Liabilities | |
| 8,760,728 | | |
| 18,787,002 | |
| Non-Current
Liabilities | |
| 308,510 | | |
| 3,551,643 | |
| Total
Liabilities | |
$ | 9,069,238 | | |
$ | 22,338,645 | |
| | |
| | | |
| | |
| Mezzanine
Equity | |
| 84,790 | | |
| 84,790 | |
| Total
Stockholders’ Equity (Deficit) | |
$ | 8,987,919 | | |
$ | (16,324,977 | ) |
| | |
For
the
Year Ended
December 31,
2025 | | |
For
the
Year Ended
December 31,
2024 | |
| Revenue | |
$ | 3,366,411 | | |
$ | 3,946,445 | |
| Cost
of Revenue | |
| 2,011,384 | | |
| 2,201,900 | |
| Gross
Profit | |
| 1,355,027 | | |
| 1,744,545 | |
| | |
| | | |
| | |
| Operating
Expenses | |
| 14,456,452 | | |
| 17,141,229 | |
| Other
income (expenses), net | |
| 3,208,409 | | |
| 6,868,878 | |
| Net
Loss | |
$ | (9,893,016 | ) | |
$ | (8,527,806 | ) |
|