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 repaid $4,700 during 2021 and the outstanding balance remained $13,000 on June 30, 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 June 30, 2026, the outstanding balance under the facility was $369,936, and accrued interest in connection with the facility on June 30, 2026 was $93,523. 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 for his director compensation, receiving a total of $264,000 in 2024. To maintain his independence as a director, Mr. Gooding ceased providing all 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. On 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

Dan Bailey, the Company’s Chief Commercial Officer and a member of its Board of Directors, is a shareholder, director and officer of MPA Commercial Ltd, a United Kingdom public relations agency, and MPA Creative Ltd, a United Kingdom motorsport marketing company (together, the “MPA Entities”). Both companies did business with Veloce before the Company acquired a controlling interest in it on February 17, 2026 (the “Veloce Acquisition Date”), and those relationships have continued. Mr. Bailey and MPA Creative Ltd were also each selling shareholders of Veloce under the Share Purchase Agreements for the Veloce acquisition (see Note 4, Business Combination and Acquisitions). U.S. dollar amounts below are translated as described in Note 2, Foreign Currency Translation.

Loan from MPA Creative Ltd. In October 2024, about sixteen months before the Veloce Acquisition Date, MPA Creative Ltd advanced Veloce Esports Limited £130,000 (approximately $172,300) in four transactions under an unsecured arrangement that carries no stated interest and has no fixed maturity date. The arrangement predates the Company’s acquisition of Veloce and its current management, and the Company did not negotiate or approve it. Veloce repaid £30,000 (approximately $39,761) before the Veloce Acquisition Date and a further £5,000 (approximately $6,627) between the Veloce Acquisition Date and June 30, 2026. As of June 30, 2026, £95,000 (approximately $125,911) remained outstanding. See Note 10, Notes Payable and Convertible Debt, for the recorded balance and balance sheet classification.

Service arrangements. MPA Commercial Ltd provides public relations services to Veloce Esports Limited, and MPA Creative Ltd provides motorsport marketing services to Veloce Racing Limited.

Balances. As of June 30, 2026, Veloce had accounts receivable of £22,270 (approximately $29,516) from the MPA Entities and trade payables of £95,000 (approximately $125,911) owed to them. These balances are included in accounts receivable, net and trade payables on the 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, $125,911 as of June 30, 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 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, loaned 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.

Mr. MacLaurin has repaid the notes as of the filing of this report.

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.

Mr. Clarke has repaid the note as of the filing of this report.