Note 18    COMMITMENTS AND CONTINGENCIES

Strategic Advisory Agreement

On May 18, 2026, the Company entered into the Advisory Agreement with Phoenix, pursuant to which Phoenix provides non-exclusive strategic advisory and execution support services to the Company. The initial term is 90 days, subject to extension by mutual written agreement. Either party may terminate the agreement upon 15 days' written notice following an uncured material breach by the other party.

Under the Advisory Agreement, the Company is obligated to pay Phoenix an initial retainer of $150,000 for the first 30 days, followed by $50,000 per month thereafter, plus $50,000 of restricted common stock per quarter, valued based on the five-day volume-weighted average price prior to issuance. During the three and six months ended June 30, 2026, the Company incurred $150,000 of cash advisory fees and issued 0 shares of restricted common stock. As of June 30, 2026, the Company's remaining minimum unconditional cash commitment under the Advisory Agreement was approximately $10,000.

In addition, the Company has agreed to pay Phoenix a transaction fee equal to 5% of the value of any merger, acquisition, joint venture, or similar transaction consummated during the term that Phoenix introduces, structures, or materially advances, payable 50% in cash and 50% in common stock. No such transaction fee had been earned or was payable as of June 30, 2026, as no qualifying transaction had been introduced or consummated during the period.

Lease Commitment

The Company has two non-cancelable lease agreements for certain office and accommodation as well as fish farming containers for research and develop advanced technology for water circulation applying in fishery. Future minimum lease payments under non-cancellable operating leases with initial terms within one year. The Company recognizes lease expense on a straight-line basis over the lease term.

For the six months ended June 30, 2026 and 2025, the Company recognized $6,508 lease expense in operating expenses. The total future minimum lease payment under non-cancellable short-term leases as of June 30, 2026 is $19,525.

Capital commitments

As of June 30, 2026, the Company’s capital commitments contracted but not yet reflected in the consolidated financial statements amounted to $nil.

Contingencies

In the ordinary course of business, the Company may be subject to legal proceeding regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims when a loss is assessed to be probable and the amount of the loss is reasonably estimable.

The Company has no significant pending litigation as of June 30, 2026.