Note 15. Related Party Transactions

The Company has from time to time entered into transactions with related parties. The Company regularly reviews these transactions; however, the Company’s results of operations may have been different if these transactions were conducted with nonrelated parties.

Founder’s Loans

During the year ended December 31, 2020, the Company entered into borrowing arrangements with the individual founders to provide operating cash flow for the Company. The Company paid $4,700 during 2021 and the outstanding balance remained $13,000 on March 31, 2026 and December 31, 2025.

United Capital Investments London Limited

It has determined that United Capital Investments London Limited (“UCIL”) should be considered a related party of the Company by virtue of the direct or indirect interests held in UCIL by Matthew McGahan, the Company’s then Chief Executive Officer and Chairman, and Barney Battles, a former director of the Company, during the period the Company’s financing relationship with UCIL was in effect.

The Company was party to a credit facility with UCIL, originally entered into on July 26, 2023, amended and restated on August 8, 2023, amended on August 18, 2023, and further amended and restated on February 16, 2024 to increase the facility from $49,000,000 to $149,000,000. On January 20, 2026, the Company terminated all financing agreements with UCIL at its election. During the life of the agreement, UCIL loaned the Company $2,291,224 and converted $1,921,900 into shares of common stock. As of March 31, 2026, the outstanding balance under the facility was $369,324, and accrued interest in connection with the facility at March 31, 2026 was $9,122. See Note 10, Notes Payable and Convertible Debt.

Following the termination, UCIL believed the amount owed under the facility was larger than the amount reflected in the Company’s accounting records. Multiple written requests have been made and UCIL has not provided any support for a larger amount. See Note 14, Commitments and Contingencies, and Part II, Item 1, “Legal Proceedings.”

Consulting Services - Christopher Gooding

Christopher Gooding, appointed as a director of the Company on August 10, 2023, is an attorney licensed in the United Kingdom. He previously provided limited consulting services to the Company’s outside general counsel on select U.K. legal matters that could potentially impact the Company. These consulting services began in February 2024, and Mr. Gooding was compensated separately from his director compensation, receiving a total of $264,000 in 2024. To maintain his independence as a director, Mr. Gooding ceased providing consulting services to the Company’s outside general counsel as of June 30, 2025. His compensation for consulting services from January 1, 2025 to June 30, 2025 was $144,000. Other than matters where Mr. Gooding is a named defendant alongside the Company in the legal proceeding initiated by Honey Tree Trading LLC further described in Part II, Item 1 – Legal Proceedings, Mr. Gooding provides opinions on all Board matters solely in his capacity as an independent director, with no additional compensation from the Company or its outside general counsel.

Loan from Executive Officer - Robert J. Stubblefield

During the quarter ended September 30, 2024, the Company entered into a borrowing arrangement with Robert J. Stubblefield, the Company’s Chief Financial Officer, to provide funding for certain operating expenses of the Company. At September 30, 2024, the Loan amount was $57,682. Additional amounts were provided by Mr. Stubblefield during the quarter ended December 31, 2024 and the loan amount at year end was $67,941. The Loan was issued at zero percent interest. In February 2025, the Company granted shares of common stock which repaid the loan in full.

Promissory Notes - Gregory Potts and Robert J. Stubblefield

On January 13, 2026, the Company issued promissory notes to two of its executive officers, Gregory Potts, the Company’s Chief Operating Officer, and Robert J. Stubblefield, the Company’s Chief Financial Officer and Interim President and Chief Executive Officer, in exchange for payroll that had accrued during 2022 for Mr. Potts and for 2023 through the summer of 2024 for both of them but had not been paid when due. The note issued to Mr. Potts has an original principal amount of $258,448 and was executed on the Company’s behalf by Mr. Stubblefield; the note issued to Mr. Stubblefield has an original principal amount of $291,485 and was executed on the Company’s behalf by Marc Bircham, Chairman of the Company’s Board of Directors. No portion of either note has been paid repaid or converted, and the full principal amount of each remains outstanding. See Note 10, Notes Payable and Convertible Debt, for each note’s interest rate, maturity date, and accrued interest.

Related Person Determination. Because Mr. Potts and Mr. Stubblefield are each executive officers of the Company, both notes are related person transactions under the Company’s Related Party Transactions Policy and under Item 404(a) of Regulation S-K, and each is a related party transaction under ASC 850. The two notes carry different governance profiles worth noting separately: the Potts Note was executed by Mr. Stubblefield, a fellow executive officer, in favor of Mr. Potts, while the Stubblefield Note was executed by Mr. Bircham, the Board’s independent Chairman, in favor of Mr. Stubblefield, which is the structure that Nasdaq Listing Rule 5630 and ordinary governance practice call for when an officer’s own compensation is at issue.

Veloce-Related Arrangements - MPA Commercial Ltd and MPA Creative Ltd

Prior to the Veloce Acquisition Date, in October 2024, MPA Creative Ltd, a United Kingdom motorsport marketing company affiliated with Dan Bailey, the Company’s Chief Commercial Officer and a member of the Company’s Board of Directors (see Note 15, Related Party Transactions), advanced Veloce Esports Limited £130,000, or approximately $171,753 (see Note 2, Foreign Currency Translation), in four transactions pursuant to an unsecured borrowing arrangement. The arrangement bears no stated interest and has no fixed or stated maturity date. As of the Veloce Acquisition Date, £30,000, or approximately $39,635, had been repaid, and Veloce repaid a further £5,000, or approximately $6,606, between the Veloce Acquisition Date and March 31, 2026. As of March 31, 2026, £95,000, or approximately $125,512, remained outstanding.

Ongoing Service Arrangements. For the period from the Veloce Acquisition Date through March 31, 2026, Veloce Esports Limited incurred fees of £3,188, or approximately $4,212 (see Note 2, Foreign Currency Translation), (exclusive of value added tax) for public relations services provided by MPA Commercial Ltd, and Veloce Racing Limited incurred fees of £4,000, or approximately $5,275, (exclusive of value added tax) for motorsport marketing services provided by MPA Creative Ltd. In the aggregate, the Veloce entities incurred £7,187, or approximately $9,478.

As of March 31, 2026, Veloce had an accounts receivable balance of £6,941, or approximately $9,153, and an accounts payable balance of £117,150, or approximately $154,776, related to the MPA Entities. The receivable and payable amounts are included in accounts receivable and accounts payable, respectively, on the Company’s condensed consolidated balance sheet.

Related Person Determination. Because Mr. Bailey is the Company’s Chief Commercial Officer and a member of the Company’s Board of Directors, and is also a shareholder and a director and officer of both MPA Commercial Ltd and MPA Creative Ltd, each of the arrangements described herein, the pre-existing MPA Creative Ltd loan, the ongoing MPA Commercial Ltd and MPA Creative Ltd service arrangements, and the resulting accounts receivable and accounts payable balances, is a related person transaction under the Company’s Related Party Transactions Policy, under Item 404(a) of Regulation S-K (as modified for smaller reporting companies by Item 404(d)), and under ASC 850. MPA Creative Ltd was also, separately, a selling shareholder of Veloce under the Share Purchase Agreements comprising the Veloce acquisition (see Note 4, Business Combination and Acquisitions), which is an independent basis for related person status to the extent MPA Creative Ltd’s resulting ownership of the Company’s common stock meets the beneficial ownership threshold under Item 404(a).

As a smaller reporting company, the Company applies the disclosure threshold in Item 404(d), the lesser of $120,000 or one percent of the Company’s average total assets for its last two completed fiscal years. The MPA Creative Ltd loan balance alone, $125,512 as of March 31, 2026, exceeds $120,000, which is the ceiling of that threshold regardless of the asset-based prong; the aggregate amount involved across the loan, the accounts payable balance, and the service fees described above is correspondingly well in excess of the disclosure threshold.

Veloce-Related Arrangements - Jamie MacLaurin Promissory Notes

In connection with the Veloce acquisition (see Note 4, Business Combination and Acquisitions), the Company identified three promissory notes, two in the principal amount of £10,000 and made on January 29, 2026, and an older one in the amount of £3,510 (£23,510 in the aggregate, or approximately $31,061 (see Note 2, Foreign Currency Translation), under which Veloce Esports Limited and Quadrant respectively, lent funds to Jamie MacLaurin, a Senior Vice President and executive officer of the Company, prior to the Veloce Acquisition Date. The notes are non-interest-bearing unless not repaid by their maturity date of September 30, 2027, at which time interest begins to accrue. Veloce’s management disclosed the existence of these notes to the Company.

Related Person Determination. Because Mr. MacLaurin is an executive officer of the Company, the Company’s continued maintenance of these notes following the Veloce Acquisition Date raises considerations under Section 402 of the Sarbanes-Oxley Act of 2002 (Section 13(k) of the Securities Exchange Act of 1934), which generally prohibits a public company, directly or through any subsidiary, from extending or maintaining credit, or arranging for the extension of credit, in the form of a personal loan to or for any director or executive officer.

In order to address and resolve these considerations, Mr. MacLaurin will work with the Company to retire the notes before the end of October 2026.

Veloce-Related Arrangements - Jack Clarke Promissory Note

In connection with the Veloce acquisition (see Note 4, Business Combination and Acquisitions), the Company identified a promissory note in the amount of £1,594, approximately $2,066 (see Note 2, Foreign Currency Translation), under which Veloce lent funds to Jack Clarke, Chief Strategy Officer and an executive officer of the Company, prior to the Veloce Acquisition Date. The note is non-interest-bearing. Veloce’s management disclosed the existence of this note to the Company.

Related Person Determination. Because Mr. Clarke is an executive officer of the Company, the Company’s continued maintenance of these notes following the Veloce Acquisition Date raises considerations under Section 402 of the Sarbanes-Oxley Act of 2002 (Section 13(k) of the Securities Exchange Act of 1934), which generally prohibits a public company, directly or through any subsidiary, from extending or maintaining credit, or arranging for the extension of credit, in the form of a personal loan to or for any director or executive officer.

In order to address and resolve these considerations, Mr. Clarke will work with the Company to retire the note before the end of October 2026.