Note 20 – Subsequent Events

The Company has evaluated subsequent events through the date of this report, the date of the issuance of the unaudited condensed consolidated financial statements, and identified the following material subsequent event.

On October 5, 2026, the Company, entered into a Share Purchase Agreement (the “Purchase Agreement”) with Professor Yuji Zhao, an individual (the “Seller”), Skysong Innovations, LLC, an Arizona limited liability company (“Skysong”), and Hexa Creation Inc., a Delaware corporation (“Hexa”). Pursuant to the Purchase Agreement, the Company (or an affiliate designated by the Company) has agreed to acquire 970 shares of common stock of Hexa from the Seller, representing 97% of Hexa’s issued and outstanding shares and 30 shares of common stock of Hexa from Skysong, representing the remaining 3% of Hexa’s issued and outstanding shares (the “Acquisition”).

The aggregate purchase price for the Hexa shares is $4,123,711.34 (the “Purchase Price”), consisting of $4,000,000 payable to the Seller and $123,711.34 payable to Skysong, payable in two tranches. At closing, the Company will pay (i) $2,000,000 to the Seller, against which a $500,000 deposit previously paid by the Company to the Seller on June 24, 2026 will be credited, resulting in a net closing payment of $1,500,000, and (ii) $61,855.67 to Skysong. The remaining $2,000,000 payable to the Seller and $61,855.67 payable to Skysong (collectively, the “Deferred Consideration”) are payable on or before December 31, 2027 and will bear interest from the closing date at a fixed annual rate not less than the applicable federal rate under Sections 1274 and 483 of the Internal Revenue Code. Until the Deferred Consideration and accrued interest are paid in full, the Company may not sell, transfer, pledge or encumber the Hexa shares (other than to an affiliate) without the consent of the Seller or Skysong, as applicable. The Company will bear the change of control payment due to Skysong, as the licensor of certain patents, technical information and materials pursuant to an exclusive license agreement, of which Hexa is the licensee, and the parties have agreed the change of control payment equals 5% of the Purchase Price and is due within 30 days following the closing date of the Acquisition.

The Purchase Agreement contains customary representations and warranties of the parties, including representations of the Seller and Skysong regarding Hexa’s capitalization, liabilities, and the licensed intellectual property, and covenants governing the conduct of Hexa’s business prior to closing. Completion of the Acquisition is subject to customary closing conditions, including the accuracy of representations and warranties, performance of covenants, the license agreement remaining in full force and effect and the absence of a material adverse effect with respect to Hexa. The Purchase Agreement may be terminated by mutual consent, by either the Company or the Seller if the closing has not occurred by April 5, 2027, or by a party upon an uncured breach by the other. If the Purchase Agreement is terminated as a result of a material breach by the Company, the Seller is entitled to retain the $500,000 deposit as liquidated damages and as the Seller’s sole and exclusive remedy for such breach. If the Purchase Agreement is terminated as a result of a material breach by the Seller, or pursuant to a termination right that does not result from a breach by the Company, the deposit is to be returned to the Company. We completed the acquisition on October 13, 2026, and Hexa has become a wholly owned subsidiary of the Company.

On October 28, 2026, the Company entered into a B300 GPUaaS Service Agreement (the “Service Agreement”) with DSH HYPER PTE. LTD., a company incorporated in Singapore (“DSH”). Under the Service Agreement, DSH will provide the Company with dedicated GPU computing capacity, included storage and related infrastructure support services (the “Services”). DSH obtains the corresponding capacity from kt cloud Co., Ltd. (“KT”) under a separate master service agreement between DSH and KT (the “Upstream Agreement”). The Company is not a party to the Upstream Agreement. XMax AI Inc., a wholly owned subsidiary of the Company, will use the Services as the authorized operating end user. The initial configuration consists of 60 NVIDIA B300 nodes (480 GPUs) and 300 TB of storage, expanding to a final configuration of 64 nodes (512 GPUs) and 560 TB of storage. Each expansion component becomes billable only after it has been supplied and has passed the applicable acceptance testing. Storage within the agreed scope carries no separate charge. Service and billing commenced on 29 October 2026. Subject to satisfaction of the closing conditions described below, the committed term is sixty months, ending on 28 October 2031. Total scheduled service charges for the committed term are approximately KRW 162.3 billion (approximately US$122.5 million, based on the exchange rate by the Federal Reserve Bank of New York of KRW 1,325.06 to US$1.00 on October 23, 2026), exclusive of applicable taxes and payable in monthly instalments. The scheduled total is subject to adjustment for actual expansion delivery and acceptance, service-level credits and other contractual adjustments. Each month, the Company pays the portion of the charges corresponding to DSH’s upstream obligation directly to KT on DSH’s behalf and pays the remainder to DSH.

The Company’s long-term commitment is subject to (i) approval of Required Security described below by the Company’s board of directors and (ii) completion and delivery by 17 November 2026 of the Required Security and related documents. The first payment, of approximately KRW 2.78 billion (approximately US$2.1 million), is due on 6 November 2026. It constitutes a non-refundable setup fee covering data-center preparation, installation, testing, capacity reservation and initial use of the Services through 17 November 2026. If those closing conditions are not satisfied, the long-term commitment will not commence, the initial arrangement will end, and the setup fee will be the Company’s sole liability in connection with that failure. If the long-term arrangement proceeds, the setup fee will be credited against the scheduled charges for October and November 2026.

In connection with the Service Agreement, the Company has agreed to procure an irrevocable standby letter of credit in favour of KT, issued by a global tier 1 bank (the “SBLC”), with a required available amount of KRW 10,833,919,488 (approximately US$8.2 million). The SBLC will secure the monthly charges for accepted and billable Services, with late interest, and early termination penalty under the Upstream Agreement, in each case subject to specified conditions. The Company has also agreed to enter into a corporate guarantee in favour of KT (the “Corporate Guarantee”, collectively with SBLC, the “Required Security”), subject to approval by its board of directors. The Corporate Guarantee will be limited to specified obligations of DSH under the Upstream Agreement. The Corporate Guarantee generally will cover monthly charges for Services actually accepted, with late interest. It covers other amounts, including any early termination penalty and certain equipment-damage amounts, only where they result from a material breach by the Company that remains uncured after notice. The Company will not guarantee DSH’s other obligations or liabilities arising from DSH’s own breach or insolvency. Amounts paid under the SBLC will be credited against the Corporate Guarantee, so the same obligation cannot be recovered twice.

KT may suspend the Services if payment is overdue. If the initial payment due on 6 November 2026 is not received in full, KT may terminate immediately. A fourth payment-related suspension during the committed term also permits termination. If the Upstream Agreement becomes terminable because of DSH’s uncured material breach or insolvency, the Company (or a permitted affiliate) has the right, but not the obligation, to assume DSH’s position under the Upstream Agreement. As between the parties, DSH must reimburse the Company for amounts the Company pays under the SBLC, under the Corporate Guarantee to the extent they are attributable to DSH. The Service Agreement is governed by the laws of the Republic of Korea, and the Seoul Central District Court has exclusive jurisdiction.

On October 31, 2026, the Board of Directors (the “Board”) of the Company approved a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $30,000,000 in aggregate purchase price of its outstanding common stock, par value $0.001 per share (the “Common Stock”). On November 2, 2026, the Board amended the Repurchase Program by unanimous written consent to revise the conditions to its commencement, as described below.

Under the Repurchase Program, the Company may repurchase shares of Common Stock only at prices below $5.50 per share. The Repurchase Program will begin on the Commencement Date (as defined below) and will expire three months after the Commencement Date. The “Commencement Date” will be a date after (i) the Company has publicly released its financial results for the fiscal quarter ended September 30, 2026 by press release (“Earnings Release”), (ii) the Company has publicly disclosed any material nonpublic information, and (iii) the Company has engaged a broker-dealer for the Repurchase Program. No repurchases will be made under the Repurchase Program before the Commencement Date.

Repurchases under the Repurchase Program are expected to be made from time to time through open-market purchases, which may include purchases under a trading plan intended to satisfy Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be made in accordance with Rule 10b-18 under the Exchange Act and other applicable legal requirements. The timing, manner, price (subject to the price limit) and amount of any repurchases will be determined by management based on market conditions, the trading price of the Common Stock, the Company’s liquidity and capital requirements, legal requirements and other factors. The Company intends to fund repurchases from its existing cash and cash equivalents. The Repurchase Program does not obligate the Company to repurchase any particular number of shares or dollar amount of Common Stock.