Aureus Greenway Holdings Inc

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2026 and 2025

Note 1 -Organization and Business

Business

Aureus Greenway Holdings Inc. (the “Company” or “Aureus”) was incorporated on December 22, 2023 in the state of Nevada. We conduct business activities principally through our wholly-owned subsidiaries, Chrome Fields I, Inc. and Chrome Fields II, Inc. engaging in operation of golf course and selling of merchandise and food and beverages.

As of June 30, 2026, the Company owns and operates two golf clubs in Florida that consisting of over 289 acres of multi-service recreational property.

Pine Ridge Group Limited (“Pine Ridge”) was acquired by Mr. Cheung Chi Ping from independent third parties on December 31, 2013.

Aureus Merger Sub Inc. was incorporated on February 24, 2026 in the State of Delaware. On March 8, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Autonomous Power Corporation (“Powerus”) and Aureus Merger Sub Inc.. Pursuant to the Merger Agreement, Aureus Merger Sub Inc. will merge with and into Powerus, with Powerus surviving as a wholly owned subsidiary of the Company. Upon completion of the Merger, the Company will change its name to “Powerus Corporation”.

Under the terms of the Merger Agreement, each issued and outstanding share of Powerus common stock will be converted into 599.18229 shares of the Company’s common stock. Additionally, Powerus stockholders will receive a portion of 55 million Earn Out Shares, which are deemed fully earned, vested and non-contingent at Closing pursuant to the First Amendment to the Merger Agreement dated July 17, 2026. The Exchange Ratio is fixed and is not subject to adjustment based on changes in the market price of the Company’s common stock prior to the Merger. Upon completion of the Merger, former stockholders of Powerus are expected to own approximately 83.3% of the outstanding common stock of the combined company, with existing stockholders of the Company owning 16.7%.

As of June 30, 2026, the Merger had not been consummated. The Merger remains subject to customary closing conditions, including the effectiveness of a registration statement on Form S-4 filed with the SEC (see Note 16 – Subsequent Events), approval for listing of the Company’s common stock on Nasdaq, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and the absence of any order or legal requirement that enjoins or otherwise prevents the consummation of the Merger.

Chrome Field I, Inc. (“Chrome I”) was incorporated on December 24, 2013 in the State of Delaware. Chrome I is the sole member of FSC Clearwater, LLC (“Clearwater I”) which was incorporated in the State of Florida on January 21, 2014. Clearwater I owns and operates Kissimmee Bay Country Club, a privately-owned golf course that is open to the general public.

Chrome Field II, Inc. (“Chrome II”) was incorporated on April 13, 2014 in the State of Delaware. Chrome II is the sole member of FSC Clearwater II, LLC (“Clearwater II”) which was incorporated in the State of Florida on March 20, 2014. Clearwater II owns and operates Remington Golf Club, a privately-owned golf course that is open to the general public.

As at the date of this report, details of the subsidiaries of the company are as follows:

Initial Public Offering

On February 13, 2025, the Company announced the closing of its initial public offering (“IPO”) of 3,000,000 common stocks, US$0.001 par value per stock at an offering price of $4.00 per share for a total of US$12,000,000 in gross proceeds. The Company raised total net proceeds of approximately $10.65 million, which was reflected in the statement of cash flows, after deducting underwriting discounts and commissions and outstanding offering expenses upon the completion of listing. During the process of IPO, the Company incurred an aggregate of approximately $2.1 million for underwriting discounts and commissions and total offering expenses, among which approximately $0.6 million offering expenses were paid just before successful listing and recognized as deferred offering costs. At the date of closing of IPO, the underwriting discounts and commissions and total offering expenses of approximately $2.1 million were offset against the gross offering proceeds of $12 million resulted in net amount of approximately $9.9 million which was recognized in additional paid-in capital.

The common stock of the Company began trading on the Nasdaq Capital Market afterwards under the ticker symbol “AGH” from February 13, 2025. Subsequently, the Company changed its Nasdaq ticker symbol from “AGH” to “PUSA”, effective May 15, 2026.

Warrants

On July 23, 2025, the Company has entered into definitive securities purchase agreements with accredited and institutional investors for the issuance and sale of units consisting of common stock (each a share of “Common Stock”) (or pre-funded warrants (“Pre-funded Warrants”) to purchase in lieu thereof) together with common A warrants and common B warrants (each of the common A and common B warrants a “Common Warrant”) to purchase the same number of shares of common stock (or Pre-funded Warrants) of the Company at a price of $0.87 per unit, on a brokered private placement basis, for aggregate gross proceeds of approximately $26 million, and the costs directly attributable to the offering was approximately $2.48 million (the “Private Placement”).

On July 25, 2025 the Company issued 29,885,057 common A warrants, each to acquire a share of common stock, and 29,885,057 common B warrants, each to acquire a share of common stock in connection with the Private Placement. Each common A warrant has an exercise price of $1.00 per share, and each common B warrant has an exercise price of $1.25 per share. Each common warrant will be immediately exercisable and will have a term of exercise equal to five years from the initial exercise date.

In connection with the Private Placement, the Company also issued 29,156,069 Pre-funded Warrants, each exercisable for one share of common stock. Each Pre-funded Warrant has a remaining exercise price of $0.0001 per share, is exercisable immediately upon payment of any outstanding exercise price, and may be exercised at any time until fully exercised.

Moreover, in connection with the Private Placement, the Company entered into a placement agent agreement with the placing agents, who agreed to use reasonable best efforts to facilitate the Private Placement. The compensation to the placing agents includes (i) a cash consideration of $2,080,000 and (ii) warrants to purchase up to 2,390,804 shares of common stock of the Company, representing 8% of the shares of the Company’s common stock and Pre-funded Warrants sold in the Private Placement. Each placing agent warrant is exercisable for one share of common stock at an exercise price of $1.00 per share, has a term of five years from the date of issuance, and is subject to customary transfer restrictions.

Note 2 -Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The consolidated financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All significant inter-company transactions and balances between members of the Group are eliminated upon consolidation.

The unaudited condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted in accordance with SEC rules and regulations. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position as of June 30, 2026, and results of operations and cash flows for the six months ended June 30, 2026 and 2025. The unaudited condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, and related notes included in the Company’s audited consolidated financial statements.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates and Assumptions

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made by management include allowance for expected credit loss, allowance for deferred tax assets, the impairment assessment of property and equipment and estimated incremental borrowing rate of lease. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The Company adopted this standard from January 1, 2025, which did not have a material impact on its unaudited consolidated financial statements and related disclosures.

Cash and Cash Equivalents

Cash and cash equivalents include cash at bank and demand deposits which have original maturities less than three months and are unrestricted as to withdrawal or use. As of June 30, 2026 and December 31, 2025, the Company had cash of $22,200,258 and $28,668,169, respectively.

Periodically, the Company may maintain cash and cash equivalent balances at financial institutions in excess of applicable insured or protected limits. The amount in excess of the Federal Deposit Insurance Corporation insurance limits or Securities Investor Protection Corporation insurance limits as of June 30, 2026, was approximately $20,446,691. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk is not significant.

Accounts Receivable, net

Accounts receivable mainly represent amounts due from customers paid by credit cards for provision of golf operations services and sales of merchandise and food and beverages which are recorded net of allowance for expected credit losses. The credit cards payment is to be settled either within few days after the year end date due to the timing difference for the payment transfer from credit card center to the bank accounts of the Company or within one month after the services were utilized by the customers who have authorized the Company to make the payment through their credit cards. The Company reviews accounts receivable periodically for collectability and establishes an allowance for expected credit losses and records provision for allowance for expected credit losses expense when deemed necessary. The Company records an allowance for expected credit losses that is based on historical trends, customer knowledge, any known disputes, future expectation, future economic situation consideration and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts receivable are written off against the allowance after all attempts to collect a receivable have failed. As of June 30, 2026 and December 31, 2025, the Company recognized $5,277 and $5,277 as an allowance for expected credit losses on accounts receivable, respectively.

Investment in convertible note

The Company accounts for its investment in convertible note at amortized cost because the Company did not elect the fair value option under ASC 825. The carrying amount includes principal and accrued interest, less any allowance for expected credit losses under ASC 326. Interest income is recognized over the contractual term of the note using the effective interest method. The Company evaluates the note for expected credit losses at each reporting date based on historical experience, current conditions, and reasonable and supportable forecasts, including the issuer’s credit profile, repayment capacity, contractual terms, and other relevant information.

Prepaid expenses

Prepaid expenses represent the prepayment for (i) the consultancy service of $256,250; (ii) the prepaid annual listing fee to Nasdaq of $44,890; and (iii) the director’s and officer’s liability insurance premium of $8,879. These prepaid amounts are recognized as expenses over the respective service periods as the related benefits are received.

Regarding the consultancy service expense, the Company has engaged a third-party consultant to provide business development regarding the acquisition of a new golf property and golf property management in Asia for a total consideration of $450,000 with service period of 36 months from March 15, 2025 to March 14, 2028. The total amount in the contract will be amortized ratably to the service period since the services are expected to be provided evenly throughout the contract period. During the six months ended June 30, 2026, $75,000 of consultancy service fee was recognized in statement of operations and the remaining prepaid amount was recognized as prepaid expenses with current portion of $150,000 and non-current portion of $106,250.

Regarding the annual listing fee starting from February 12, 2026 with gross payment of $72,500 and prepaid obligation insurance for directors and officers starting from July 25, 2025 with gross payment of $129,994, the service contract has one year term and the prepaid amount was amortized throughout the contract period starting from the date of contract and the amortization costs were recognized as other general and administration expenses while the remaining balance amounting to $53,769 in aggregate was recognized as current portion of prepaid expenses.

As of June 30, 2026 and December 31, 2025, the Company hadno allowance for expected credit losses provided for prepaid expenses.

Inventories, net

The Company’s inventories consist of merchandise goods such as golf balls, gloves, men’s wear and women’s wears and the Company values inventories using the lower of cost, determined using FIFO, and net realizable value, which is generally based on the selling price expectations of the merchandise goods. The Company regularly reviews inventories to determine if the carrying value of the inventory exceeds net realizable value and, when determined necessary, record a reserve to reduce the carrying value to net realizable value. Changes in customer merchandise preference, current and anticipated demand, consumer spending, weather patterns, economic conditions, business trends or merchandising strategies could cause the Company’s inventory to be exposed to obsolescence or slow-moving merchandise. All goods are aged less than one year and the Company will offer discounts to customers to boost the selling but higher than that of purchase price. As of June 30, 2026 and December 31, 2025, no obsolescent goods were noted.

Property and Equipment, net

Property and equipment, net are stated at cost less accumulated depreciation and any impairment losses. Property and equipment, consisting of land, buildings and recreational facilities, properties improvements, equipment, furniture and fixture. The Company capitalizes costs that materially add value and appreciably extend the useful life of an asset. With respect to golf course improvements (included in land improvements), only costs associated with original construction, complete replacements, or the addition of new trees, sand traps, fairways or greens are capitalized while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Land is not depreciated.

Depreciation is calculated using the straight-line method based on the following estimated useful lives:

The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

Impairment for Long-Lived Assets

Long-lived assets, representing property and equipment with finite lives, are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset, less estimated future, undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. If an impairment is identified, The Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of June 30, 2026 and December 31, 2025, no impairment of long-lived assets was recognized.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants is estimated using an appropriate valuation model. Such warrant classification is also subject to re-evaluation at each reporting period. Offering costs associated with warrants classified as liabilities are expensed as incurred and are presented as offering cost related to warrant liability in the statement of operations. Offering costs associated with the sale of warrants classified as equity are charged against proceeds. As of June 30, 2026 and December 31, 2025, all warrants issued are classified within stockholders’ equity. The placing agent warrant is classified as equity and its fair value was $4,183,731 at grant date.

Management evaluated the terms of all warrants issued during the year, including common warrants, pre-funded warrants, and placement agent warrants, and concluded that such instruments are indexed to the Company’s own stock and do not contain provisions that would require net cash settlement or otherwise preclude equity classification under ASC 815-40. Accordingly, all warrants issued during the year were classified as equity instruments.

The placement agent warrants were classified as equity and their grant-date fair value of $4,183,731 was recorded as equity issuance costs and recognized as a reduction to additional paid-in capital.

Fair Value of Financial Instruments

The Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:

Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, operating lease liabilities, and investment in convertible note.

For disclosure purposes under ASC 825-10-50, the Company estimates that the fair value of the investment in convertible note approximates its carrying amount of $20,547,945 as of June 30, 2026. The note bears a fixed 10% interest rate and matures on March 23, 2027. Since the note was issued during the first quarter of 2026 and no significant changes in the issuer’s credit profile, financial condition, or relevant market conditions have occurred from issuance through June 30, 2026, management believes that the carrying value (principal plus accrued interest) remains a reasonable approximation of fair value. Additionally, the note is not convertible at the holder’s option absent an event of default, and no such event has occurred. Because there is no quoted market price for the note or observable market inputs for an identical or similar instrument, the fair value estimate is classified within Level 3 of the fair value hierarchy.

The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their fair values due to the short-term nature of these instruments.

Leases

ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. All leases in the Group as of June 30, 2026 and December 31, 2025 are accounted for as operating leases.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally uses the Company’s incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.

The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.

Accounts Payables, Other Payables and Accrued Liabilities

Accounts payable, other payables and accrued liabilities represented the payable to the vendors for the course upkeep costs, credit cards charge payables, sales tax payables, property tax payable, accrued salaries and other accrual and payable for the operation of the ordinary course of business.

Related Parties

The Company adopted ASC Topic 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation.

The details of related party transactions during the six months ended June 30 ,2026 and 2025 and balances as of June 30, 2026 and December 31, 2025 are set out in Note 8.

Revenue Recognition

All revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers in accordance with Accounting Standards Codification (“ASC”) 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements:

The Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of promised goods or services are transferred to customers. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts from revenues.

In addition, the Company defers certain costs to fulfill the Company’s contracts with customers to the extent such costs relate directly to the contracts, are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contracts, and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are incurred as the Company satisfies the related performance obligations.

Revenue from golf operations

There are two types of service charges maintained by the Company, the players can either (1) subscribe to the entertainment services for a period of time of one year at a discount (i.e. annual subscription green fees); or (2) purchase the services at the counter by one-time payment (i.e. one-time green fees). The golf courses are open to public and hence our customers include both local and overseas citizens. The charges comprise of both the cart fee and fees for playing in the golf course, which is fixed without variable consideration, and the customers either pay via cash or credit card. The entire service fee from customers is non-refundable and required to be paid in advance.

The Company sells annual green fee subscriptions to local patrons. The performance obligation of the annual subscription is for the Company to provide a patron with access to the golf course and cart, subject to availability of a tee time for a patron to play a single round on the 18-hole course; the round of golf is expected to be completed before sunset of the day of the booking of that tee time. The Company recognizes revenue from these annual subscriptions on a monthly basis over twelve months. The annual subscriptions are non-refundable. Payments for subscriptions in the form of cash or credit card are received in advance, and are recorded as contract liabilities-deferred revenue, and recognized to revenue at the end of each month. Management believes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the customers is substantially similar for each month, even though the exact volume of services may vary. The Company concludes that the annual green fees subscription satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The annual subscriptions fees are fixed and there is no variable consideration, significant financing components or noncash consideration. There is no contract asset related to these annual green fee subscriptions. As of June 30, 2026 and December 31, 2025, the Company recorded contract liabilities - deferred revenue of $190,959 and $145,980, respectively.

One-time green fees require the Company to provide to a patron access to a designated 18-hole golf course and cart to play a single round of golf subject to non-hazardous weather conditions that is expected to be completed before sunset of the day of booking of that tee time. Management believes access to the golf course and the card constitute a single performance obligation as either service is not available to be purchased separately. Payments for tee times are non-refundable and are received via cash or credit card immediately prior to the initiation of the patron playing the round of 18-hole golf; therefore, and one-time green fees are not refundable. Typically, in the event that weather is not expected to permit the patron to play and complete the single round of golf, the Company will not undertake the transaction and take payment from the patron. The one-time green fees are fixed and there is no variable consideration.

Sales of merchandise, food and beverage

Golf course patrons regularly buy golf balls, clothing, paraphernalia, and gloves, or will enjoy food and beverage offered at the clubhouses. Patrons make orders at the counter. The price is fixed without variable consideration. The Company recognizes revenue when the merchandise or food and beverage are delivered, net of discounts, if any and control of the product has been passed to the customer. If the clothing or wearables have product defects, they are subject to exchange, but all sales are final and not subject to return. Product delivery is evidenced by a payment receipt record. Payments are settled via cash or credit card. The respective revenue is recognized at a point in time. There are no warranties, sales returns and refunds after the orders are delivered to the customers at the counter.

Ancillary revenue

Ancillary revenue represented the lease of its clubhouse for several hours for events held by associations or individuals such as golf tournaments and lease of golf club to individuals for one day playing golf in the Company’s golf course. The revenue was recognized upon services were rendered (i.e. on daily basis when the venue or golf club was used that day). Deposit was received in advance for booking of clubhouse and recognized as contract liabilities – deferred income upon receipt and recognized as revenue in the statements of income when service was rendered or no show after booking. Deposit received is non-refundable.

Operating Costs

Golf operating costs consist of costs associated with golf course upkeep expenses and are expended as incurred.

Other General and Administrative Expense

Other General and administrative expense consists of audit fees for initial public offering, costs associated with corporate and administrative functions that support development and operations.

Income Tax

The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

As of June 30, 2026 and December 31, 2025, the Company hadno uncertain tax positions that qualify for either recognition or disclosure in the financial statements, respectively.

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded during the six months ended June 30, 2026 and 2025, respectively.

Earnings / (Loss) Per Share

The Company computes earnings per share, or EPS, in accordance with ASC Topic 260,Earnings per Share (“ASC 260”). ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common stock outstanding for the period. Diluted EPS presents the dilutive effect on a per common stock basis of the potential common stocks (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stocks that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Segment Information

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CEO is the CODM. Management, including the CODM, reviews operation results by revenue, operating expenses, income (loss) from operations and net income (loss). Income (loss) from operations is the measure of profit or loss used by the CODM in assessing performance and making resource-allocation decisions. Based on management’s assessment, the Company has determined that it has only one operating segment as defined by ASC 280, because the Company provides golf operations, sales of merchandise, food and beverage and provides ancillary services to customers in most instances, and has only one team to provide products and services to customers. All assets of the Company are located in Florida and all revenue is generated from Florida.

The following table presents summary information of the Company’s single segment for the three months and six months ended June 30, 2026 and 2025, respectively:

Commitments and Contingencies

In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.

Recently Issued Accounting Pronouncements

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This ASU incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to compare entities subject more easily to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. We are currently evaluating the impact the adoption of ASU 2023-06 will have on its unaudited consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740), Improvements to Income Tax Disclosures, which provides guidance on the requirements such as the requirement that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities (non-PBEs), the requirements will be effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The ASU should be applied prospectively. Retrospective application is permitted. We are currently evaluating the impact the adoption of ASU 2023-09 will have on its unaudited consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its unaudited consolidated financial statements and related disclosures.

Note 3 –Investment in Convertible Note

On March 23, 2026, the Company received a convertible promissory note from Autonomous Power Corporation with an original principal amount of $20,000,000. The investment in convertible note bears simple interest at 10% per annum and matures on March 23, 2027. Interest is payable at maturity or upon earlier conversion, prepayment, or acceleration. The issuer may prepay the note at any time prior to maturity in an amount equal to the outstanding principal plus accrued interest and any other amounts due.

The convertible note was issued in connection with the Company’s pending merger with Powerus pursuant to the Merger Agreement. The primary business purpose of this financing was to provide Powerus with interim working capital to sustain its operations, support business development, and maintain business continuity pending the closing of the merger. While the execution and timing of the convertible note are commercially linked to the merger process, the convertible note is a standalone, legally enforceable debt instrument governed by its own terms and conditions. The purchase of the convertible note does not modify or otherwise affect the exchange ratio, purchase price, or any other material terms of the Merger Agreement.

The repayment of the convertible note and the Company's right to convert it are not contingent upon the consummation or failure of the merger. If the merger is completed, the convertible note will become an intercompany receivable/payable within the consolidated group and will be eliminated in consolidation upon the closing of the merger. If the merger is not completed, Powerus remains legally obligated to repay the outstanding principal plus accrued interest at maturity or upon earlier prepayment, in accordance with the contractual terms of the convertible note.

The convertible note is not convertible at the Company’s option unless an event of default occurs. Upon an event of default, the Company may convert all or any portion of the payment amount into shares of the issuer’s common stock at a fixed conversion price of $1,979 per share. If no event of default occurs, the investment in convertible note is expected to be settled in cash at maturity.

The Company did not elect the fair value option under ASC 825. Accordingly, the investment in convertible note is measured at amortized cost, which includes outstanding principal plus accrued interest, less any allowance for expected credit losses under ASC 326. The Company evaluates the collectability of the investment in convertible note at each reporting period based on available information, including contractual terms, current conditions, and reasonable and supportable forecasts. As of June 30, 2026, no event of default had occurred and management determined that no allowance for expected credit losses was required.

The following table summarizes the movement of the investment in convertible note:

Interest income from the convertible note was $547,945 and $nil for the six months ended June 30, 2026 and 2025, respectively. The carrying amount of the convertible note was $20,547,945 as of June 30, 2026 and $nil as of December 31, 2025. Please refer to Note 2, Fair Value of Financial Instruments, for the fair value disclosure related to the investment in convertible note.

Note 4 –Inventories, net

As of June 30, 2026 and December 31, 2025, the inventories of finished goods consisted of the following:

Note 5 – Property and Equipment, net

As of June 30, 2026 and December 31, 2025, the property and equipment consisted of the following:

Depreciation expenses for the six months ended June 30, 2026 and 2025, were $127,586 and $102,797, respectively.

Note 6 –Accounts Payables, Other Payables and Accrued Liabilities

As of June 30, 2026 and December 31, 2025, the accounts payable, other payables and accrued liabilities consisted of the following:

Note 7 –Leases

During the six months ended June 30, 2026 and 2025, the Company had eight and six operating lease agreements for a period of 4 years to 5 years, respectively. The leases were for golf carts and golf equipment.

The components of leases related expenses charged to statements of income were as follows:

Supplemental cash flow information related to leases was as follows:

Supplemental balance sheet information related to leases was as follows:

Future minimum lease payments under operating leases as of June 30, 2026 were as follows:

Note 8 –Related Party Transactions

Relationships with related parties

On March 23, 2026, the board of directors approved the disposal of all three golf club memberships. The Company entered into two separate agreements to dispose (i) one golf club membership with a carrying amount of $319,998 as of December 31, 2025 for a cash consideration of $322,500 (the original acquisition price by the Company) to Mr. Cheung Chi Ping, former director of the Company, and (ii) two golf club memberships with an aggregate carrying amount of $58,836 as of December 31, 2025 with a cash consideration of $58,836 (the original acquisition price by the Company) to Mr. Cheung Ching Ping, former director of the Company. The disposal prices were based on the original acquisition costs of the memberships, which management believes approximate their fair values. The transactions were approved by the board of directors. All cash consideration of $381,336 was received and the Company recognized a gain on disposal of $2,502 during the six months ended June 30, 2026.

Amounts due to related parties

Amounts due to related parties consist of the following:

Notes:

Note 9 –Revenue

Revenues disaggregated by major revenue streams and timing of revenue recognition for the three and six months ended June 30, 2026 and 2025 are disclosed in the table below:

Note 10 –Stock-Based Compensation

Stock options

On July 29, 2025, the Company adopted the 2025 Equity Incentive Plan (“2025 Plan”) with a contractual term of ten years which provides for the granting of stock options to the Company’s employees, officers, directors and consultants to purchase shares of the Company’s common stock in order to attract and retain qualified personnel, directors and consultants and align their interests with those of the Company’s shareholders. The Board of Directors of the Company approved the 2025 Plan on July 29, 2025 and August 13, 2025, respectively. Pursuant to the 2025 Plan, the Company may grant up to an aggregate of 1,500,000 stock options. Each stock option is exercisable for one share of common stock.

A total of 1,420,000 stock options were granted to the directors of the Company, of which 750,000 stock options at an exercise price of $1 and 670,000 stock options at an exercise price of $1.25 and have a contractual term of ten years from the date of grant. A total of 80,000 stock options were granted to the employees and consultants of the Company at an exercise price of $1.25 and have a contractual term often years from the date of grant. All of the stock options shall vest at the date of grant.

During the year ended December 31, 2025,34,527 and 10,473 stock options were exercised and forfeited respectively and the outstanding balance was 1,455,000 as of December 31, 2025.

The following table summarizes the Company’s activity with respect to its stock options under the 2025 Plan for the six months ended June 30, 2026:

The fair value of options is estimated on the date of grant using the Binomial Option Pricing Model using the assumptions noted in the table below. The fair value assessment is based on the valuation performed by an independent third-party valuer. The fair value of stock options at the grant date was fully charged to the consolidated statements of operations under salaries and benefits at the date of grant.

Regarding the stock options granted under 2025 Plan, the significant inputs and parameters were adopted in the Binomial Option Pricing Model were shown below:

Restricted shares

On January 29, 2026, the Company granted Mr. Matthew Saker 150,000 shares of restricted shares of common stock as direct compensation for his services as interim chief executive officer and granted each of Mr. Christopher Schraft, Mr. Vuk Jeremic and Ms. Xinyue Jasmine Geffner 50,000 restricted shares of common stock as direct compensation for their services as independent directors.

In addition, on March 1, 2026, the Company granted a consultant 200,000 restricted shares of common stock as equity compensation in accordance with a consulting services agreement for investor relations. The agreement provides that 100,000 shares were issued upon execution of the agreement (the “First Tranche”), and the remaining 100,000 shares are to be issued on the first anniversary of the agreement, subject to continued service and no earlier termination for cause (the “Second Tranche”).

As a result, share-based compensation of $1,536,000 and $nil was recognized in the consolidated statements of operations for the six months ended June 30, 2026 and 2025, respectively. Of the $1,536,000 share-based compensation recognized for the six months ended June 30, 2026, approximately $996,000 was included in salaries and benefits related to restricted shares issued to directors and officers, and $540,000 was included in other general and administrative expenses related to the consultant equity award, of which $405,000 was recognized for the First Tranche and $135,000 was recognized for the Second Tranche.

As of June 30, 2026, there was approximately $270,000 of unrecognized compensation cost related to the Second Tranche of the consultant equity award (100,000 unissued restricted shares). This cost is expected to be recognized over the remaining service period through February 28, 2027.

Note 11 –Stockholders’ Equity

Preferred stock

The Company has authorized 50,000,000 shares of preferred stock with a par value of $0.001.20,000,000 preferred shares have been designated.

Series A Preferred Stock

The Company has designated 20,000,000 preferred shares, par value $0.001, as Series A Preferred Stock. Initially, holders of series A preferred stock would have 20 voting rights for each series A preferred stock on any matter which action of the stockholders of the corporation is sought. The series A preferred stock will vote together with the common stock. Common stock and series A preferred stock are not convertible into each other. Holders of series A preferred stock are not entitled to receive dividends. The series A preferred stock does not have liquidation preference over the Company’s common stock, and therefore ranks pari passu with the Common Stock in the event of liquidation.

On January 17, 2024,5,000,000 shares of Series A Preferred Stock was issued to Ace Champion Investments Limited (“Ace Champion”),4,000,000 shares of Series A Preferred Stock was issued to Chrome Fields Asset Management LLC (“Chrome Fields Asset”), wholly-owned by Mr. Cheung Chi Ping and 1,000,000 shares of Series A Preferred Stock was issued to Trendy View Assets Management (“Trendy View”), at an aggregate cash consideration of $10,000.

On July 23, 2025, the Company also entered into a stock purchase agreement (the “Private SPA”) among the Company, Ace Champion, Trendy View, and Chrome Fields Asset (collectively, the “Sellers”), and certain buyers (the “Buyers”). Pursuant to the Private SPA, Ace Champion, Trendy View and Chrome Fields Asset agreed to sell 5,000,000,4,000,000 and 1,000,000 shares of the Company’s series A preferred stock, respectively, and the Buyers agreed to purchase 10,000,000 shares of the Company’s series A preferred stock, par value $0.001 per share. Under the Private SPA, the shares of series A preferred stock were sold at $0.01 per share. The transaction closed on July 25, 2025.

As a result, as of June 30, 2026 and December 31, 2025,10,000,000 shares of Series A Preferred Stock are issued and outstanding. This has been retrospectively reflected in the unaudited condensed consolidated financial statements as discussed in Note 1.

Common stock

The Company has authorized 450,000,000 shares of common stock with a par value of $0.001 per share. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which an action of the shareholders of the Company is sought.

The Company issued 5,440,000 shares of common stock for the exchange of 100 ordinary shares owned by the shareholder of our acquired subsidiary, Pine Ridge.

On January 17, 2024, the Company allotted 6,800,000 shares of common stock at par value $0.001 of the Company to Ace Champion, a company formed under the laws of the British Virgin Islands, which is wholly-owned by Mr. Cheung Ching Ping, brother of Mr. Cheung Chi Ping; and the Company allotted 1,360,000 shares of common stock at par value $0.001 to Trendy View, a company formed under the laws of the British Virgin Islands, which is wholly-owned by Mr. Cheung Yick Chung and Ms. Chan Lee, parents of Mr. Cheung Chi Ping. Total consideration for the subscription was $8,160. Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung and Ms. Chan Lee are collectively considered as Mr. Cheung’s family. After the allotment, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung and Ms. Chan Lee are ultimately holding 50%,40% and 10% of the common stock of the Company.

On June 11, 2024, the Board of Directors approved to effect a 1.25-for-1 reverse stock split for the issued common stocks, such that every holder of 1.25 shares of common stock of the Company shall receive 1 share of common stock resulting in the issued common stocks to be 10,880,000 which are being held by Ace Champion of 5,440,000 shares of common stock, Chrome Fields of 4,352,000 shares of common stock and Trendy View of 1,088,000 shares of common stock.

On February 13, 2025, the Company announced the closing of its initial public offering (“IPO”) of 3,000,000 shares of common stock, US$0.001 par value per stock share at an offering price of US$4.00 per share for a total of US$12,000,000 in gross proceeds.

On September 16, 2025, the Company issued 728,988 shares of common stock at par value $0.001 to American Ventures LLC .

On October 1, October 3 and December 18, 2025, the Company issued an aggregate of 625,000 shares of common stock at par value $0.001 to American Ventures LLC upon the exercise of an equivalent number of pre-funded warrants issued by the Company in the July 2025 Private Placement.

On October 17, November 7 and November 13, 2025, the Company issued a total of 34,527 shares of common stock to certain employees and consultants of the Company through the exercise of stock options to convert to equivalent number of common stocks of the Company under the 2025 Plan.

On January 29, 2026, the Company granted Mr. Matthew Saker 150,000 shares of restricted shares of common stock, par value 0.001 per share, of the Company as direct compensation for his services as interim chief executive officer.

On January 29, 2026, the Company granted each of Mr. Christopher Schraft, Mr. Vuk Jeremic and Ms. Xinyue Jasmine Geffner 50,000 restricted shares of common stock, par value $0.001 per share, of the Company as direct compensation for their services as independent directors.

On February 4, March 12, March 17, April 6, May 29, June 2 and June 4, 2026, the Company issued an aggregate of 3,675,000 shares of common stock at par value $0.001 to American Ventures LLC upon the exercise of an equivalent number of pre-funded warrants issued by the Company in the July 2025 Private Placement.

On March 1, 2026, the Company granted a consultant 200,000 restricted shares of common stock (100,000 upon execution,100,000 on the first anniversary, subject to no earlier termination for cause), par value $0.001 per share, of the Company as equity compensation in accordance with a consulting services agreement for investor relations.

On March 10, 2026, the Company closed a private placement of 3,009,667 shares (including 1,959,667 common stock and 1,050,000 pre-funded warrants) at $3 per share, generating gross proceeds of $9,029,002, which after deducting placement agent fee, legal fee and other fees resulted in $8,073,933 net proceeds to the Company.

On March 12, March 13, March 16 and March 25, May 15, May 19, May 20, May 26, June 2 and June 4, 2026, placement agent warrants of 350,000,150,000,100,000,1,500,35,198,20,596,144,546,37,441,957,619 and 593,500 were exercised and converted into a total of 2,390,400 shares of common stock of the Company at par value of $0.001, respectively.

On April 9, April 24, April 28, May 5, June 2 and June 29, 2026, common A warrants of 400,000,250,000,300,000,250,000,1,650,000 and 400,000 were exercised and converted into a total of 3,250,000 shares of common stock of the Company at par value of $0.001, respectively.

As a result, as of June 30, 2026 and December 31, 2025,26,943,582 and 15,268,515 shares of common stock are issued and outstanding respectively.

Warrants

On July 23, 2025, the Company entered into definitive securities purchase agreements with accredited and institutional investors for the issuance and sale of units consisting of common stock (each a share of “Common Stock”) (or pre-funded warrants (“Pre-funded Warrants”) to purchase in lieu thereof) together with common A warrants and common B warrants (each of the common A and common B warrants a “Common Warrant”) to purchase the same number of shares of common stock (or Pre-funded Warrants) of the Company at a price of $0.87 per unit, on a brokered private placement basis, for aggregate gross proceeds of approximately $26 million. Offering costs directly attributable to the private placement were approximately $2.48 million (the “Private Placement”).

On July 25, 2025, the Company issued 29,885,057 common A warrants, each to acquire a share of common stock, and 29,885,057 common B warrants, each to acquire a share of common stock in connection with the Private Placement. Each common A warrant has an exercise price of $1.00 per share, and each common B warrant has an exercise price of $1.25 per share. The Common Warrants became exercisable upon issuance and expire five years from the initial exercise date.

In connection with the Private Placement, the Company also issued 29,156,069 Pre-funded Warrants, each exercisable for one share of common stock. Each Pre-funded Warrant has a remaining exercise price of $0.0001 per share, is exercisable immediately upon payment of any outstanding exercise price, and may be exercised at any time until fully exercised.

Moreover, in connection with the Private Placement, the Company entered into a placement agent agreement with the placing agents, who agreed to use reasonable best efforts to facilitate the Private Placement. The compensation to the placing agents includes (i) a cash consideration of $2,080,000 and (ii) placement agent warrants to purchase up to 2,390,804 shares of common stock, representing 8% of the aggregate number of shares of common stock and Pre-funded Warrants sold in the Private Placement. The placement agent warrants have an exercise price of $1 per share and are exercisable immediately upon issuance for a period of five years.

As of June 30, 2026, a total of 4,300,000 of the Pre-funded Warrants were exercised with outstanding balance of 24,856,069, a total of 3,250,000 of the common A warrants were exercised with outstanding balance of 26,635,057, none of the common B warrants were exercised and 2,390,400 placement agent warrants were exercised with outstanding balance of 404. The Company accounts for warrants as equity-classified instruments and recorded as a component of additional paid-in capital at the time of issuance and net of the placing agent fee.

On March 10, 2026, the Company closed a private placement of 3,009,667 shares (including 1,959,667 common stock and 1,050,000 pre-funded warrants) at $3 per share, generating gross proceeds of $9,029,002, which after deducting placement agent fee, legal fee and other fees resulted in $8,073,933 net proceeds to the Company. In addition, placement agent warrants of 240,774 (equivalent to 8% of 3,009,667 shares) were issued, which shall have an exercise price of $3 per share, immediately exercisable and have a term of five years from the date of issuance. As of June 30, 2026, none of the pre-funded warrants and placement agent warrants were exercised.

Note 12 –Income Tax

The Company provides for income tax under ASC 740, “Income Taxes” under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The Company is incorporated in the State of Nevada and is not subject to tax on income or capital gains under current Nevada law. In addition, upon payments of dividends by these entities to their shareholders, no Nevada withholding tax will be imposed.

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new federal statutory rate of 21% and state of Florida tax rate of 5.5% to the income tax amount recorded for the six months ended June 30, 2026 and 2025 are as follows:

Taxation in the statements of operations represents:

A reconciliation of the effective income tax rates reflected in the accompanying unaudited condensed consolidated statements of operations to the federal statutory rate of 21% for the three and six months ended June 30, 2026 and 2025 are as follows:

Significant components of the deferred tax assets and deferred tax liabilities are presented below:

The Group evaluated the recoverable amounts of deferred tax assets to the extent that future taxable profits will be available against which the net operating loss and temporary difference can be utilized.

As of June 30, 2026, the Company had $1,087,981 of NOLs which can be carried forward indefinitely.

The NOLs carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382.

Note 13 –Loss per Common Stock

The following table presents the basic and diluted loss per common stock computations:

Basic loss per common stock is computed by dividing net loss by the weighted average number of common stocks outstanding during the period. Diluted loss per common stock is the same as basic loss per common stock for all periods presented because the inclusion of all potential common stocks (1,455,000 stock options and 56,761,292 warrants) would have been anti-dilutive, as it would have reduced the net loss per share.

Note 14 –Risk and Uncertainties

Credit Risk

The Company’s principal financial assets are cash and cash equivalents, investment in convertible note and accounts and other receivables. The Company’s credit risk is primarily concentrated in its cash which is held with institutions with a high credit worthiness. The Company has not experienced losses on their accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Management believes that the Company is not exposed to any significant credit risk with respect to its cash.

The credit risk of the investment in convertible note is the potential loss from the issuer’s default with the entire $20 million concentrated in a single private company and therefore the investment in convertible note creates concentration risk. Management evaluated ASC 326 and concluded that no allowance was recorded because: (i) the note is held at amortized cost and no allowance for expected credit losses is required under ASC 326 based on the issuer’s creditworthiness and financial condition as of the origination date, with no evidence of credit deterioration in the short period since issuance; (ii) no event of default has occurred or is considered probable; and (iii) the fixed 10% interest rate provides a reasonable return commensurate with the risk assumed. Management monitors the issuer’s credit quality on an ongoing basis and believes any potential credit losses would be immaterial to the consolidated financial statements.

The Company mitigates its credit risk on receivables by actively managing and monitoring its receivables. The Company mitigates credit risk by evaluating the creditworthiness of customers prior to conducting business with them and monitoring its exposure for credit losses with existing customers. Since all accounts receivable as of June 30, 2026 and December 31, 2025 are aged within one year and collected all receivables subsequent to period end, minimum credit risk was noted for accounts receivable.

Vendor concentration risk

As of June 30, 2026 and December 31, 2025, the Company owed 95% and 87% of accounts payable to a key supplier, respectively.

For the six months ended June 30, 2026 and 2025, one vendor accounted for 14% and 26% of our total operating costs, respectively. No other vendor accounts for more than 10% of our total operating costs for the six months ended June 30, 2026 and 2025, respectively.

For the three months ended June 30, 2026 and 2025, one vendor accounted for 19% and 25% of our total operating costs, respectively. No other vendor accounts for more than 10% of our total operating costs for the three months ended June 30, 2026 and 2025, respectively.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as its financial liabilities carry interest at fixed rates.

The Company is not materially exposed to interest rate risk on the investment in convertible note because the note is measured at amortized cost, not fair value. Changes in market interest rates do not affect the carrying amount or interest income recognized, provided no impairment occurs. Additionally, the fixed 10% rate is locked in until maturity, and the Company intends to hold the note to maturity.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of twelve months, including through operations and financial support from the Company’s stockholders and financial institutions. the Company is continuing to focus on improving operational efficiency and cost reductions and enhancing efficiency, as well as servicing of financial obligations: this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Management believes that the Company’s existing cash and cash equivalents, together with cash flows from operations, are sufficient to meet its liquidity needs for the next twelve months, and the Company does not have any going concern uncertainties .

Note 15 –Commitments and Contingencies

Lease Commitments

The Company entered into operating leases for golf carts and golf equipment for terms of four to five years. The Company’s commitments for minimum lease payment under these operating leases as of June 30, 2026 are listed in section “Note 7 — “Leases”.

Litigation

From time to time, the Company is involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, the Company does not believe that the ultimate outcome of any unresolved matters, individually and in the aggregate, is reasonably possible to have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties and the Company’s view of these matters may change in the future. the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews the need for any such liabilities on a regular basis.

Note 16 –Subsequent Events

The Company evaluated all events and transactions that occurred after June 30, 2026 up through August 13, 2026, which is the date that these unaudited condensed consolidated financial statements were issued. Other than the matter described below, there were no material subsequent events requiring disclosure in these unaudited condensed consolidated financial statements.

On July 17, 2026, the Company entered into a First Amendment to its merger agreement with Autonomous Power Corporation, which increases the earn-out shares to 55 million shares of Parent Common Stock while keeping the exchange ratio unchanged at 599.18229 shares per Target share; the amendment also provides for a potential 45-day automatic extension of the closing deadline if all conditions except antitrust approvals are satisfied, and the merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code, with completion still subject to regulatory clearances, stockholder approvals, Nasdaq listing, and other customary closing conditions. For more details, please refer to the 8-K dated July 17, 2026.

On July 30, 2026, the Company filed a Registration Statement on Form S-4 with SEC in connection with its proposed business combination with Autonomous Power Corporation. The registration statement has not yet become effective, and the merger remains subject to customary closing conditions, including the effectiveness of the registration statement and other regulatory approvals.