NOTE 5 — RELATED PARTIES

Other Receivable

During the three months ended March 31, 2024, the Company advanced $302,500 to G3 for transaction costs incurred during the Merger. The outstanding balance of other receivables amounted to $302,500 as of September 30, 2026 and December 31, 2025.

Shared Services Agreement

Effective February 2, 2024, the Company entered into a shared services agreement (the “SSA”) with G3, under which G3 agreed to provide certain services, including employees, office space and use of equipment, and the Company agreed to pay for such services on a monthly basis. The SSA is subject to typical conditions and may be terminated by either party upon written notice. The management and board continues to monitor the SSA and all other related party transactions to uphold transparency and protect shareholder interests. Expenses incurred related to the SSA services were $90,000 and $204,253 respectively for the nine months ended September 30, 2026 and 2025 and $30,000 and $80,973 respectively for the three months ended September 30, 2026 and 2025. Expenses incurred related to the SSA employees were $160,476 and $331,932 respectively for the nine months ended September 30, 2026 and 2025 and $53,885 and $53,831, respectively for the three months ended September 30, 2026 and 2025.

There were $39,245 and $209,979 outstanding as of September 30, 2026 and December 31, 2025, respectively.

Due to Related Party

At the time of the merger close, the Company had an outstanding payable related to the monthly administrative services support fees due to Mach FM Corp, an affiliate of Mach FM Acquisitions LLC, the sponsor of Nubia. This fee covered office space, utilities, and secretarial and administrative support provided by Mach FM to support Nubia’s operating activities. Amounts outstanding to Mach FM Corp of $87,873 as of December 31, 2025, were repaid in full during the three months ended June 30, 2026. 

Henry Ikezi

Henry Ikezi is a significant stockholder of the Company, beneficially owning approximately 36.4% of the Company’s outstanding common stock through entities under his control, including Madison Bond LLC, Bayside Project LLC, and FUN Investment Homes LLC. Mr. Ikezi does not serve on the Company’s Board of Directors and has no board representation.

Notes Payable — Related Party

During the three months ended March 31, 2026, Madison Bond advanced $75,000 to the Company to fund legal fees incurred. The amount is recorded as a liability in Due to Related Party on the Company’s condensed consolidated balance sheet as of March 31, 2026. On May 11, 2026, the Company formalized the obligation through a promissory note with Madison Bond. The note bears no interest, matures on November 11, 2026, and requires a balloon payment for the entire principal at maturity.

On May 7, 2026, the Company executed a Promissory Note with Madison Bond in the amount of $75,000 in cash for working capital purposes. The note bears interest at 16% per annum and matures on August 7, 2026, with the entire principal due at maturity. The Company is working on amending the $75,000 note to extend maturity.

As of September 30, 2026, an aggregate of $154,800 was outstanding under the two promissory notes with Madison Bond, consisting of $150,000 of principal and $4,800 of accrued interest, presented within short-term notes payable - related party on the condensed consolidated balance sheet.

Cashless Exercise of Series A Warrants

On August 17, 2026, FUN Investment Homes exercised 246,664 Series A Warrants on a cashless basis, and the Company issued 214,037 shares of common stock. The Company received no cash proceeds. The Series A Warrants were classified as derivative liabilities; upon exercise, the Company reclassified their fair value of $1,667,348 from derivative liabilities to stockholders’ equity. See Note 8.

Reimbursement of Legal Fees

In July 2026, the Company agreed to reimburse Madison Bond for $30,000 of legal fees in connection with Madison Bond’s execution of a lock-up agreement. The Company paid this amount directly to Madison Bond’s legal counsel in August 2026.

Waiver of Rights under 2024 Securities Purchase Agreement

On June 7, 2026, the Company entered into a waiver (the “Waiver”) with Bayside Project LLC and Madison Bond LLC, each a significant stockholder of the Company, of certain restrictive provisions, pre-emptive and anti-dilution rights, and notice obligations under the securities purchase agreement dated as of August 30, 2024, as amended, among the parties, in order to permit the Company to complete the 2026 Private Placement (see Note 9). The Company did not pay any consideration in connection with the Waiver.

Civil Action

On August 12, 2026, the Company was named as a nominal defendant in a civil action involving Henry Ikezi, a significant stockholder and related party of the Company, under Section 16(b) of the Securities Exchange Act of 1934.  The Company is monitoring this action, and the outcome cannot be presently determined.

Contingent Consideration

The G3 Tax Lien was not settled by G3 at Closing and, as of September 30, 2026, remained unresolved; accordingly, the 4,000 Holdback Shares have not been issued. The Holdback Shares represent contingent consideration that would become issuable to the HBC shareholders only upon settlement of the G3 Tax Lien by G3. See Note 4 for further discussion regarding the Holdback Shares related to the G3 Tax Lien. As of the Closing Date, the Company recorded a fair value of $906,000 for the 4,000 Holdback Shares, which was accounted for as an equity transaction.

Repurchase of Common Stock from a Director

In September 2026, the Company repurchased 19,915 shares of its common stock held by JL Davis Associates LLC, an entity controlled by John L. Davis, a member of the Company’s Board of Directors, for $140,002, or $7.03 per share, which was the closing price of the Company’s common stock on September 14, 2026. The repurchase was made under the Company’s Repurchase Program. See Note 7.