AMASS BRANDS

Note 1 – Organization and Nature of Business

Amass Brands, Inc. (“Amass” or the “Company”), is a corporation formed on September 22, 2016, under the laws of the State of Delaware. Headquartered in Los Angeles, California, the Company sells primarily alcoholic and non-alcohol beverages through wholesale and online platforms globally.

In September 2024, the Company purchased 50.0001% of 222 Spirits Holdco, LLC, and its two wholly owned subsidiaries, 222 Spirits Company, LLC, and 222 Spirits Management Holdco, LLC (collectively, 222 Spirits), which is accounted for as a business acquisition.

On May 20, 2026, the Company’s common stock commenced trading on the Nasdaq Global Market under the ticker symbol “AMSS” pursuant to a direct listing (the “Direct Listing”). See Note 12.

Note 2 – Liquidity and Capital Resources

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred losses and used cash flow from operations since inception and has limited available capital. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or to obtain additional working capital.

During the three months ended June 30, 2026, the Company completed its Direct Listing and received aggregate proceeds of $7,000,000 from the issuance of Series C Convertible Preferred Stock and the associated warrant at the First and Second Closings under the Streeterville Securities Purchase Agreement (see Note 12). The Company plans to raise additional capital as necessary to support its operating losses through the issuances of stock and loans, including additional purchases under the Streeterville facility, subject to the conditions described in Note 12. No assurances can be given that the Company will be successful in these efforts. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities as a result of this uncertainty.

Note 3 – Summary of Significant Accounting Policies

Basis of accounting – The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) of the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position and the results of operations for the periods presented.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2025. Interim results are not necessarily indicative of the results that may be expected for a full year.

Concentrations of credit risk – Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may, at times, exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of June 30, 2026 and December 31, 2025, all the Company’s cash and cash equivalents were held at accredited financial institutions.

Amass

Brands

, Inc. and Subsidiaries

Additionally, the Company had the following concentrations in net sales and accounts receivable during the three and six months ended June 30, 2026:

Fair value measurements – Certain assets and liabilities of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Derivative liabilities, SAFEs, investments at fair value, and securities pledged as collateral are measured using Level 3 inputs. The following tables present changes in Level 3 assets and liabilities measured at fair value for the six months ended June 30, 2026. During the three months ended June 30, 2026, the De Soi collateral was released and the investment was reclassified from securities pledged as collateral to investments at fair value (see Notes 6 and 14):

There were no transfers between Levels 1, 2, or 3 during the six months ended June 30, 2026 nor June 30, 2025.

Valuation techniques and inputs, accounts receivable, property and equipment, intangible assets, impairment of long-lived assets, customer deposits, revenue recognition, cost of net revenues, sales and marketing expenses, net loss per share, and income taxes policies are consistent with those described in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and the audited financial statements for the year ended December 31, 2025.

Accounts receivable –

As of June 30, 2026 and December 31, 2025, the Company had a reserve for expected credit losses of $84,093 and $83,389, respectively.

Shipping, handling and advertising costs – Shipping and handling costs amounted

to $206,851 and $144,315 for the three months ended June 30, 2026 and 2025, respectively, and $413,359 and $256,233 for the six months then ended. Advertising costs amounted to $169,994 and $28,989 for the three months ended June 30, 2026 and 2025, respectively, and $324,031 and $59,975 for the six months then ended.

Accounting pronouncements not yet adopted – In November 2024, the FASB issued a standard requiring disaggregated information about certain income statement expense line items to be disclosed on an annual and interim basis. We are required to adopt these disclosures for our annual period ending December 31, 2028, with early adoption permitted and this standard may be applied retrospectively. We expect this standard to impact our disclosures with no material impacts to our results of operations, cash flows, or financial condition. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances

.

Note 4 – Inventory, net

Inventory, net consisted of the following as of June 30, 2026 and December 31, 2025:

As of June 30, 2026 and December 31, 2025, the Company had no deposits for inventory purchases and production runs.

Note 5 – Long-Lived Assets

Property and equipment, net – Property and equipment, net consists of the following:

Depreciation expense of $3,244 and $26,144 was included in general and administrative expenses for the three months ended June 30, 2026 and 2025, respectively, and $7,325 and $51,789 for the six months then ended.

Intangible assets, net – Intangible assets, net consist of the following:

Amortization expense was $129,143 and $158,724 for the three months ended June 30, 2026 and 2025, respectively, and $262,282 and $283,348 for the six months then ended, and is included in general and administrative expenses.

During the three months ended March 31, 2026, the Company recognized an impairment loss of $110,402 on the Gem&Bolt tradename, customer base, and non-competes following the cessation of Gem&Bolt production. No additional impairment of intangible assets or goodwill was recognized during the three months ended June 30, 2026; see Note 6 for the impairment of the Company’s investment in Full Glass recognized in the second quarter of 2026.

Note 6 – Investments

De Soi – In August 2020, the Company entered into a joint venture to create De Soi, a celebrity-founded, non-alcoholic wine product company. The Company holds its interest in De Soi through AMASS De Soi Holdings LLC (“De Soi Holdings”). During 2025, the Company transferred its units of De Soi Holdings to AFTERDREAM, Inc. (“Afterdream”), a related party, in exchange for $400,000 in cash, with Afterdream pledging the underlying investment as collateral under a third-party secured promissory note and the Company recording a $400,000 obligation under a repurchase agreement (accounted for as a secured borrowing). In June 2026, the Company satisfied its repurchase commitment: Afterdream repaid the loan for which the De Soi equity served as collateral, the collateral was released and returned to the Company, and the obligation under the repurchase agreement was extinguished upon settlement of the $400,000 repurchase price plus accrued interest of $20,800. Accordingly, as of June 30, 2026 the investment is presented as investments at fair value ($3,347,564), compared to securities pledged as collateral at December 31, 2025 ($3,347,564). At the valuation dates of June 30, 2026 and December 31, 2025, management used the market approach to determine the fair value of the Company’s investment in De Soi of $3,347,564, which includes common stock and Series Seed holdings. See Note 3 for fair value measurement disclosures.

Full Glass – As partial consideration for the sale of the Winc.com DTC business unit, the Company received Common Units and warrants of the buyer. The investment is carried at cost and evaluated for impairment whenever a triggering event occurs. During the six months ended June 30, 2026, the Company received $395,250 as a deposit

which was

expected to reduce its investment in Full Glass; pending settlement

. The

deposit amounts received are presented within accrued expenses

as of

June 30, 2026. On July 29, 2026, the Company entered into a Side Letter Agreement with Full Glass under which a $406,000 deposit may, at Full Glass's election, be applied to the redemption of the Company's Series A Units and Common Units at $8.77 per unit (see Note 17). The Company concluded that the Side Letter Agreement provided additional evidence of conditions that existed as of the balance sheet date with respect to the recoverability of the investment and, accordingly, recognized an impairment loss of $339,283 during the three months ended June 30, 2026, reducing the carrying value of the investment to its estimated fair value based on the redemption terms provided in the Side Letter Agreement. As of June 30, 2026 and December 31, 2025, the carrying value of the investment was $406,000 and $745,283, respectively.

HpO – The Company received a 15% equity interest in Zerra Nutrition, Inc. (“HpO”) upon HpO’s formation in April 2025 for no consideration. During 2025, the Company made certain advances to HpO to support operations. In June 2026, the Company formalized the investment in a Simple Agreement for Future Equity (SAFE) issued by HpO for a purchase amount of up to $300,000 funded through July 2026. The SAFE is a post-money (valuation cap) instrument with a $5,000,000 post-money valuation cap and no discount, and is non-interest-bearing with no fixed maturity or repayment obligation. HpO is a related party because it is controlled by Geoff McFarlane, who is the majority owner and President of Resonant, an entity consolidated by the Company as a variable interest entity. The balance of the investment was $153,331 and $78,463 as of June 30, 2026 and December 31, 2025, respectively, presented within related-party investment at June 30, 2026 and within prepaid expenses and other current assets at December 31, 2025.

Afterdream SAFE – On June 16, 2026, the Company entered into a Simple Agreement for Future Equity (the “Afterdream SAFE”) with AFTERDREAM, Inc. (“Afterdream”), pursuant to which the Company invested $1,435,000 in exchange for the right to receive shares of Afterdream’s capital stock upon the occurrence of certain future events, with a post-money valuation cap of $7,500,000. Pursuant to Amendment No. 1 (June 17, 2026) and Amendment No. 2 (June 24, 2026), the purchase amount was increased to $1,535,000 and then to $1,735,000, with the valuation cap unchanged. Afterdream is a related party, as its majority owner is the Company’s CEO. As of June 30, 2026, the carrying value of the Afterdream SAFE investment was $1,735,000, presented as a related-party investment on the consolidated balance sheets.

The Company concluded that Afterdream is a variable interest entity in which the Company holds a variable interest but is not the primary beneficiary, because the Company does not have the power to direct the activities that most significantly affect Afterdream's economic performance. Accordingly, Afterdream is not consolidated. The SAFE does not meet the definition of a derivative, is not a debt security, and does not convey significant influence, and the Company therefore accounts for it under the measurement alternative in ASC 321 for equity securities without a readily determinable fair

value: at

cost, less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. No observable price changes and no impairment have been recognized on the investment through June 30, 2026, and cumulative impairment recognized to date is $0.

The Company's maximum exposure to loss in respect of Afterdream is limited to the funded purchase amount under the SAFE, which was $1,735,000 at June 30, 2026, and the carrying amount of the investment recorded on the consolidated balance sheet. The Company has no obligation to provide further financial support to Afterdream beyond the amounts already funded and has provided no guarantees on its behalf.

The Company assesses the investment qualitatively for impairment each reporting period. Indicators considered include Afterdream's ability to raise capital, changes in its regulatory environment

(including

the scheduled November 2026 federal enforcement date applicable to hemp-derived THC

products),

and any adverse change in its operating results or business plan. No impairment indicators were identified that required a reduction in the carrying amount at June 30, 2026.

Afterdream services – The Company previously provided operational and administrative services to Afterdream and discontinued those services in connection with its pursuit of a public listing. No services were provided to Afterdream during the three or six months ended June 30, 2026, and no services arrangement was in effect at June 30, 2026.

Note 7 – Contract Losses

The Company identified that evidence existed, including declining bulk wine market and demand concerns for finished goods wine, indicating that some of its long-term, unhedged purchase commitment contracts of bulk wine would incur losses in future periods. In accordance with ASC 330, Inventory, the Company records a provision when evidence exists that net realizable value is lower than the contractual price. The total liability associated with firm purchase commitment contracts was $2,933,102 and $3,042,044 as of June 30, 2026 and December 31, 2025, respectively, and is presented within contract liabilities on the consolidated balance sheets. No losses were incurred on the Full Glass supplier agreement during the six months ended June 30, 2026.

Note 8 – Derivative Liabilities

The Company issued convertible notes with embedded conversion features and warrants. The embedded redemption features do not qualify for equity classification under ASC 815, Derivatives and Hedging, and were bifurcated and carried at fair value, and the associated warrants were recognized as liabilities, in each case with changes in fair value recorded in earnings.

Upon the consummation of the Direct Listing on May 20, 2026, the outstanding principal and accrued interest of the Convertible Notes automatically converted into shares of Common Stock at a price equal to 80% of the price paid by new investors in the qualified financing (see Notes 10 and 12), and the associated bifurcated conversion features were settled. As of June 30, 2026, derivative liabilities consist of the Series C Convertible Preferred Stock conversion feature derivative of $874,707 (see below) and warrant liabilities of $8,460 that remain outstanding. The carrying amount of the derivative liabilities was $883,167 and $37,962 as of June 30, 2026 and December 31, 2025, respectively. Changes in the fair value of derivative liabilities of $236,969 (net gain) and $0 were recognized for the three months ended June 30, 2026 and 2025, respectively, and $187,753 (net gain) and $0 for the six months then ended.

Series C Convertible Preferred Stock conversion feature – In connection with the issuance of 7,000 shares of Series C Convertible Preferred Stock at the Second Closing on May 20, 2026 (see Note 12), the Company evaluated the instrument’s conversion features under ASC 815, Derivatives and Hedging. Because the Series C Convertible Preferred Stock becomes convertible, after the earlier of six months from the listing date, a trigger event, or an event of default, at a variable price equal to the lesser of the Fixed Price and 90% of the lowest daily volume-weighted average price during the ten trading days prior to conversion (subject to a floor), the Company concluded that the conversion feature is required to be bifurcated from the host instrument and accounted for as a derivative liability at fair value, with changes in fair value recognized in earnings. At issuance, the Company allocated the proceeds as follows:

$4,824,382 to the warrant issued to Streeterville (recorded within additional paid-in capital) based on a relative fair value basis,

$849,236 to the conversion feature derivative at its issuance-date fair value, and

issuance costs of $142,305 allocated to the Series C Convertible Preferred Stock

. The net

carrying value

of the Series C Convertible Preferred Stock was

$1,184,077 as of June 30, 2026 (see Note 12).

During the three months ended June 30, 2026, the Company recognized a loss of $25,471 from the change in fair value of the conversion feature derivative, which had a carrying value of $874,707 as of June 30, 2026.

Note 9 – Debt

Secured credit facility – In September 2023, the Company entered into a Loan and Security Agreement to open a credit facility with a maximum aggregate principal amount of $8,000,000 (the ABL), reduced to $5,000,000 in 2026. Interest is accrued at the greater of (i)12% and (ii) Prime Rate plus 3.75% per annum. Pursuant to the March 10, 2026 Credit Facility Amendment, the lender waived prior covenant defaults, the Tangible Working Capital and Tangible Net Worth covenants were reset to $2,500,000 each (tested quarterly), and the facility term was extended to September 30, 2026 with automatic one-year renewals. The outstanding balance on the ABL was $3,788,522 and $3,277,034 as of June 30, 2026 and December 31, 2025, respectively. The Company was in compliance with the Tangible Working Capital and Tangible Net Worth covenants, each of $2,500,000 and tested quarterly, as of June 30, 2026.

Loans payable – The Company’s SBA EIDL loan had an outstanding balance of $161,944 and $160,296, inclusive of accrued interest, as of June 30, 2026 and December 31, 2025, respectively. The loan matures thirty years from the effective date and bears interest at 3.75% per annum.

As of June 30, 2026 and December 31, 2025, the principal balance of Mezzanine Secured Notes was $200,000 and $297,854, respectively. The related-party balance of $97,854 was repaid in March 2026. In February 2026, the Company extinguished $276,475 of interest in exchange for the exercise of 65,509 shares of Common Stock warrants for $26,479 and 20,833 shares of Common Stock for $249,996. As of June 30, 2026 and December 31, 2025, the accrued interest balance of Mezzanine Secured Notes was $255,722 and $524,125, respectively; none of the accrued interest was due to a related party. The notes were past due but subsequently extended through July 2026; the extension expired in July 2026, and the notes were again past due as of the date

these financial statements were available to be issued

, while the Company remains in discussions with the holders regarding a further extension or repayment (see Note 17).

In April 2024, the Company issued a Secured Promissory Note with an original principal balance of $2,500,000. Following the January 2026 Amendment No. 3 (accounted for as a troubled debt restructuring under ASC 470-60, with a zero effective interest rate and future cash payments applied entirely as reductions of the carrying amount) and Amendment No. 4 (a $150,000 partial warrant exercise applied against principal), and after the May and June 2026 installments, eleven $50,000 monthly installments remain payable from July 2026 through May 2027, plus a $417,000 balloon payment at the June 30, 2027 maturity. The outstanding balance was $966,998 and $1,267,000 as of June 30, 2026 and December 31, 2025, respectively. The Secured Promissory Note is personally guaranteed by the Company's Chief Executive Officer.

Promissory notes payable – As of June 30, 2026 and December 31, 2025, the Company had promissory notes with a total outstanding principal balance of $1,650,000 and $2,650,000, respectively. The notes outstanding at June 30, 2026 accrue interest at a rate of 12% per annum and mature between August 2026 and September 2027. The December 31, 2025 balance also included the $1,000,000 note issued to a shareholder in January 2025, which was exchanged for a convertible note in February 2026 and converted into Common Stock upon the Direct Listing (see Note 10). Accrued interest payable on the notes was $153,548 and $149,758 at June 30, 2026 and December 31, 2025, respectively.

Note 10 – Convertible Debt

From November 2025 through March 2026, the Company issued unsecured convertible promissory notes (“Convertible Notes”) to investors in an aggregate principal amount of $2,766,316, bearing interest at 9% per annum. Of the Convertible Notes, $1,822,415 was issued to related parties. In connection with the issuances, the Company also issued warrants to purchase shares of common stock with an exercise price equal to the greater of $10.00 or the volume-weighted average trading price, exercisable following the Company’s listing on Nasdaq and expiring 180 days thereafter.

Upon the consummation of the Direct Listing on

May 20, 2026, which constituted a qualified financing under the terms of the Convertible Notes, the

outstanding principal and accrued interest automatically converted into 223,050 shares of Common Stock at a price equal to 80% of the price paid by new investors, and the remaining unamortized debt discount was charged to interest expense. As of June 30, 2026, no Convertible Notes remained outstanding, compared with a net carrying value of $378,725 at December 31, 2025. Interest expense recognized on the Convertible Notes (including accretion of discounts and the write-off of the unamortized discount upon conversion) was $1,067,965 and $0 for the three months ended June 30, 2026 and 2025, respectively.

Note 11 – Simple Agreement for Future Equity (“SAFE”)

In February 2025, the Company issued a Simple Agreement for Future Equity (“SAFE”) in Good Twin to an investor in exchange for $500,000, which was applied toward the repayment of amounts outstanding under a previously issued secured promissory note. The SAFE has a post-money valuation cap of $5.0 million, does not bear interest, and has no stated maturity date. The Company determined that the SAFE does not qualify for equity classification and records it as a liability at fair value, with changes in fair value recognized in earnings. As of June 30, 2026 and December 31, 2025, the carrying value of the SAFE was $541,304 and $520,242, respectively. No conversion or settlement events have occurred to date.

Note 12 – Stockholders’ Equity

Direct Listing – On May 20, 2026, the Company’s common stock commenced trading on the Nasdaq Global Market under the ticker symbol “AMSS” pursuant to a direct listing registering the resale of up to 12,432,021 shares of common stock held by existing stockholders.

The Direct Listing was not underwritten on a firm-commitment basis; the Company engaged a financial advisor in connection with the Direct Listing, as required by Nasdaq Rule 4120(c)(8)

.

Conversion of Preferred Stock – On April 8, 2026, concurrently with the initial public filing of the Company’s registration statement, all

outstanding shares of the Company’s Series Seed, Series Seed-1 through Seed-5, Series A, and Series B-1 through B-3 Preferred Stock automatically converted into an aggregate of 7,483,093 shares of common stock pursuant to the mandatory conversion provisions of the Company’s

Seventh Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on January 9, 2026. These conversions resulted in a reclassification within stockholders’ equity (deficit) with no income statement impact

.

Eighth Amended and Restated Certificate of Incorporation – On April 30, 2026, the Company filed its Eighth Amended and Restated Certificate of Incorporation, which (i) removed the one-time operative provisions effected by the Seventh A&R Certificate and (ii) granted the Board of Directors the authority, by resolution, to designate one or more additional series of preferred stock and to fix the rights and preferences of each such series.

Series C Convertible Preferred Stock – Streeterville Private Placement – In connection with the Direct Listing, the Company completed a private placement with Streeterville Capital, LLC (“Streeterville”) pursuant to a Securities Purchase Agreement dated March 17, 2026, as amended by a Global Amendment dated April 7, 2026 (the “SPA”), providing for the issuance and sale of up to $30.0 million of Series C Convertible Preferred Stock across an initial closing and a subsequent closing. At the First Closing on April 8, 2026, the Company issued to Streeterville (i)28,125 shares of common stock as commitment fee shares and (ii) a warrant to purchase up to 3,500,000 shares of common stock at an exercise price equal to

$1

.

per share,

exercisable through the fifth anniversary of the listing date, for which Streeterville paid a warrant purchase price of $10,000. At the Second Closing on May 20, 2026, the Company issued to Streeterville 7,000 shares of Series C Convertible Preferred Stock, for which Streeterville paid an aggregate purchase price of $6,990,000, less a $30,000 transaction expense amount. Each share of Series C Convertible Preferred Stock has a stated value of $1,086.96 per share.

The Series C Convertible Preferred Stock has an aggregate liquidation value of $7,608,720, plus any accrued and unpaid preferred return.

The aggregate proceeds from the First and Second Closings were $7,000,000 for issuance of the aforementioned securities.

See Note 8 for discounts applied to the carrying balance related to warrants, derivative and offering costs.

The Series C Preferred Stock is convertible into common stock at an initial conversion price equal to the Nasdaq Valuation Price

(the “Fixed Price”)

. After the earlier of (i) six months from the listing date, (ii) a trigger event, or (iii) an event of default, the conversion price becomes the lesser of the Fixed Price and 90% of the lowest daily volume-weighted average price during theten trading days prior to conversion, subject to a floor price equal to 40% of the Nasdaq Valuation Price

prior to the listing date and, thereafter, 40% of the “Minimum Price” (as defined in Nasdaq Rule 5635) calculated as of the most recent issuance date of Series C Convertible Preferred Stock, provided that in no event will the floor price be less than $4.00 per share

.

Conversions are subject to a 9.99% beneficial ownership limitation and the Exchange Cap under Nasdaq Rule 5635(d). Subsequent to the First Closing, the Company and Streeterville amended the exercise price of the warrant twice during the second quarter of 2026. Amendment No. 1, effective May 29, 2026, reduced the exercise price

of the warrant

from $16.00 to $5.00 per share for a period of 90 days from the effective date, and Amendment No. 2, effective June 12, 2026, further reduced it to $3.00 per share for a period of 90 days from that effective date. In each case the exercise price reverts to $16.00 per share upon the expiration or earlier termination of the reduced-price period, and the Company may terminate the reduced-price period at any time on

two

trading days' prior written notice. All other terms of the warrant remain unchanged. Each amendment became effective upon the filing of a related prospectus supplement. The Company accounted for each exercise-price reduction as a modification of an equity-classified instrument and recognized the incremental fair value of the modified

warrant (

$514,313 for Amendment No. 1 and $431,680 for Amendment

No. 2)

within additional paid-in capital. The incremental value of Amendment No. 1, which was superseded by Amendment No. 2, was charged to operations as failed offering costs of the terminated offering, and the incremental value of Amendment No. 2 is deferred as offering costs within prepaid expenses and other current assets as of June 30, 2026, pending the outcome of the inducement period.

See Note 17 for a further amendment entered into after June 30, 2026.

See Note 8 for discounts applies to the carrying balance related to warrants, derivative, and offering costs.

Conversion of Convertible Notes – Upon the consummation of the Direct Listing, the Convertible Notes (aggregate principal of $2,766,316 plus accrued interest) automatically converted into 223,050 shares of Common Stock at a conversion price equal to 80% of the price paid in the qualified financing. See Note 10.

Regulation Crowdfunding – The Company opened a new Regulation Crowdfunding round in February 2026, which closed in April 2026. The Company did not receive funds on this round

, net of costs.

Common stock – As of June 30, 2026, the Company was authorized to issue 250,000,000 shares of Common Stock with $0.00001 par value. As of June 30, 2026,11,760,456 shares were issued and 11,605,081 shares were outstanding (net of 155,375 treasury shares); as of December 31, 2025,3,364,984 shares were issued and outstanding. Each holder of common stock is entitled to one vote for each share held.

No

distributions have been made as of June 30, 2026.

Stock transactions for the

three

months ended June 30, 2026 – In addition to the preferred stock conversion, the Series C issuance, and the Convertible Note conversion, warrants were exercised for 84,907 shares of Common Stock, for which the Company received $14,211;170,766 shares of Common Stock were issued

for direct listing advisory fee services

of $

1,938,141

of Direct Listing advisory fees, which were recognized in general and administrative expenses; and 12,915 shares of Common Stock were issued upon the exercise of stock options for $2,925. During the three months ended March 31, 2026, the Company issued 77,776 shares of Common Stock as advisory shares (recognizing expense of $693,659), issued 4,667 shares of Common Stock upon the exercise of stock options for $1,260, and issued 740,328 shares of Series B-1 Preferred Stock and 222,026 shares of Common Stock upon the exercise of warrants for aggregate consideration of $986,226 (of which $150,000 was applied against loans payable).

The Company authorized and had outstanding the following shares as of June 30, 2026 and December 31, 2025:

Note 13 – Stock Options and Warrants

In September 2016, the Company adopted the 2016 Stock Plan, as amended, which authorized 1,726,130 shares as of June 30, 2026. Stock options granted under the 2016 Plan typically vest over a four-year period with a one-year cliff.

Stock-based compensation expense for stock options of $226,613 and $176,916 was recognized for the three months ended June 30, 2026 and 2025, respectively, and $447,545 and $221,464 for the six months then ended, and is included in general and administrative expenses in the accompanying consolidated statements of operations. Total unrecognized compensation cost related to non-vested stock option awards amounted to $1,696,272 as of June 30, 2026.

Common Stock warrants – A summary of information related to Common Stock warrants for the six months ended June 30, 2026 is as follows:

Warrants granted during the period consist principally of the warrant to purchase up to 3,500,000 shares of Common Stock issued to Streeterville at the First Closing; the exercise price of the Streeterville warrant was modified during the second quarter of 2026 and again in July 2026 (see Notes 12 and 17). During the three months ended June 30, 2026,91,884 warrant shares were exercised at a weighted average exercise price of $0.92, of which $14,211 was received in cash (settling into the issuance of 84,907 shares of Common Stock), and 106,447 warrants were cancelled or expired at a weighted average exercise price of $1.96. There were no preferred stock warrants outstanding at June 30, 2026; the 1,328,185 preferred stock warrants outstanding at December 31, 2025 were exercised or converted into Common Stock warrants during the first quarter of 2026.

Note 14 – Related-Party Transactions

The Company has entered into the following transactions with related parties. Amounts are as of, and for the periods ended, June 30, 2026 and December 31, 2025 (balance sheet) or June 30, 2026 and 2025 (results of operations), as applicable.

Due from related parties - co-founder advances

The Company’s co-founder received various advances from the Company. In January 2022, the Company entered into a loan agreement with the founder under which the outstanding balance accrued interest at 1.6% per annum. Interest earned on the advances was not material in any period presented. The net amount due from the founder was $0 and $1,389,996 as of June 30, 2026 and December 31, 2025, respectively. The advances were settled in March 2026 through the repurchase of 155,375 shares of Common Stock from the co-founder, at a price of $8.97 per share based on the Company’s most recent Regulation Crowdfunding sales price, resulting in treasury stock of $1,393,713. No amounts were outstanding at June 30, 2026.

AFTERDREAM, Inc. - services, De Soi secured borrowing and repurchase obligation

AFTERDREAM, Inc. (“Afterdream”) is a related party because its majority owner is the Company’s Chief Executive Officer. The Company previously provided certain operational and administrative services to Afterdream and discontinued those services in connection with its pursuit of a public listing, due to regulatory considerations associated with Nasdaq listing requirements relating to businesses operating in the hemp-derived cannabinoid space.

In connection with the termination and settlement of those services, during 2025 the Company transferred its units of AMASS De Soi Holdings LLC to Afterdream in exchange for $400,000 in cash

and entered into a related repurchase obligation, accounted for as a secured borrowing. In June 2026, the collateral was released and the repurchase obligation was extinguished; the obligation was

$0 and $400,000 as of June 30, 2026 and December 31, 2025, respectively

. See Note 6 for a further description of these transactions

.

AFTERDREAM, Inc. - Simple Agreement for Future Equity

On June 16, 2026,

the Company entered into a Simple Agreement for Future Equity with Afterdream, as subsequently amended. As of June 30, 2026, the funded purchase amount and carrying value of the Afterdream SAFE investment was

$1,735,000.

See Note 6 for a further description

.

Zerra Nutrition, Inc. (“HpO”)

HpO is a related party because it is controlled by Geoff McFarlane, who is the majority owner and President of Resonant, an entity the Company consolidates as a variable interest entity. The carrying value of the Company’s investment in HpO, formalized in June 2026 as a Simple Agreement for Future Equity, was

$153,331 and $78,463

as of June 30, 2026 and December 31, 2025, respectively. See Note 6 for a further description

.

Mezzanine Secured Notes - related-party holder

One

of the three Mezzanine Secured Notes was held by a related party; the related-party principal balance

(

$97,854

at December 31, 2025) was repaid in full in March 2026, and none of the accrued interest was due to a related party at either date. See Note 9 for a further description of the Mezzanine Secured Notes

.

Promissory note - greater-than-5% shareholder

In January 2025, the Company issued a promissory note with a principal balance of $1,000,000 to a shareholder holding greater than 5% of the Company’s outstanding stock.

The note was exchanged for a convertible promissory note in February 2026 and, upon the consummation of the Direct Listing on May 20, 2026, converted into shares of Common Stock. The outstanding balance was

$0 and $1,000,000

as of June 30, 2026 and December 31, 2025, respectively. See Notes 9 and 10 for a further description of these transactions

.

Convertible notes issued to related parties

Of the $2,766,316 aggregate principal amount of Convertible Notes issued from November 2025 through March 2026, $1,822,415 was issued to related parties, including $1,000,000 to MVL Inc. (f/k/a Alchemi Project Inc.). Accrued interest due to related parties was $32,838 at March 31, 2026. Upon the consummation of the Direct Listing on May 20, 2026, all Convertible Notes, including those held by related parties, automatically converted into shares of Common Stock at a price equal to 80% of the price paid by new investors in the qualified financing. No Convertible Notes were outstanding at June 30, 2026. See Notes 10 and 12.

Equity transactions with related parties

During the three months ended March 31, 2026,362,653 shares of Series B-1 Preferred Stock were issued upon the exercise of warrants by related parties for aggregate proceeds of $378,000. Those shares converted into Common Stock upon the Direct Listing together with all other outstanding preferred stock. See Note 12.

Resonant Subholdings Inc.

Resonant is consolidated by the Company as a variable interest entity. Its majority owner and President, Geoff McFarlane, also controls HpO, and Resonant is a party to the Secured Promissory Note amendments described in Note 9.

Note 15 – Commitments and Contingencies

Lease commitments – The Company leases its Santa Maria, CA warehouse under a one-year lease renewed in January 2026, with an obligation of $42,248 per month through December 2026. The Company is currently operating without a corporate office lease. For the three months ended June 30, 2026 and 2025, the Company incurred office rent expense of $16,229 and $27,084, respectively, and warehouse rent expense of $144,702 and $133,827, respectively. For the six months ended June 30, 2026 and 2025, office rent expense was $29,587 and $72,472, respectively, and warehouse rent expense was $297,871 and $344,495, respectively. No material obligations exist on the Company’s current operating leases beyond the Santa Maria lease as of June 30, 2026.

Contingencies – The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition, or results of operations.

Note 16 – Business Segment Information

During the second quarter of 2026, in connection with the Company becoming a

public

company and the continued growth of its functional non-alcoholic beverage business, the Company’s Chief Executive

Officer, its Chief Operating Decision Maker (“CODM”), realigned

the Company’s internal management financial reporting. The Company now reports its operating results intwo reportable segments: (i) Wine & Spirits and (ii) Non-Alcoholic and Functional. The Wine & Spirits segment comprises the Company’s alcoholic wine portfolio (including Summer Water, Pizzolato MUSE, and the Natural Merchants and AMASS wine brands) and its spirits portfolio (AMASS spirits, GEM&BOLT mezcal, and Calirosa tequila). The Non-Alcoholic and Functional segment comprises the Company’s functional non-alcoholic beverage brands: Good Twin non-alcoholic wine and AMASS Electrolytes. Prior-period segment information has been recast to conform to the new segment presentation. In prior filings, the Company reported two segments

,

Wine and Spirits, with the non-alcoholic businesses included within those segments

.

The business segments reflect how our operations are managed, how resources are allocated, how operating performance is evaluated by senior management, and the structure of our internal financial reporting. Management excludes certain non-GAAP Comparable Adjustments from its evaluation of the results of each operating segment as these Comparable Adjustments are not reflective of core operations of the segments. Certain items such as costs related to corporate communications, development, finance, strategy and growth, executive management, human resources, investor relations, IT, and legal are general costs applicable to the consolidated group and are not allocated to the reportable segments. The accounting policies of the segments are the same as those described in Note 3. These Comparable Adjustments reflect the measure used by our chief operating decision maker to evaluate segment performance under ASC 280, and are narrower than the adjustments used in computing Adjusted EBITDA under “Adjusted EBITDA” below; the additional Adjusted EBITDA adjustments

(such as inventory write-downs and variance, juice storage and one-off direct-listing costs) remain within segment and unallocated results in the tables that follow

.

Segment information is as follows:

Comparable adjustments were as follows:

Amass

Brands, Inc. and Subsidiaries

Our principal area of operation is in the U.S. Current operations for one of the spirits brands is in Mexico. Revenues are attributed to countries based on the location of the customer. Geographic data is as follows:

Note 17 – Subsequent Events

The Company evaluated subsequent events through

August

, 2026

, the date these financial statements were issued.

HpO SAFE – Fundings under the HpO SAFE (up to $300,000) continued through July 2026. See Note 6.

Streeterville warrant – Effective July 10, 2026, the Company and Streeterville entered into Amendment No. 3 to the common stock purchase warrant issued at the First Closing, reducing the exercise price from $16.00 to $1.50 per share for a period of 30 days from the effective date, after which the exercise price reverts to $16.00 per share. All other terms of the warrant remain unchanged.

See Notes 12 and 13

.

Nasdaq continued listing notices – On July 22, 2026, the Company received two notification letters from the Listing Qualifications Department of The Nasdaq Stock Market notifying the Company that, for the 30 consecutive business days from June 8, 2026 through July 21, 2026, the market value of the Company’s listed securities was below the $50,000,000 minimum required by Nasdaq Listing Rule 5450(b)(2)(A) and the market value of its publicly held shares was below the $15,000,000 minimum required by Nasdaq Listing Rules 5450(b)(2)(C) and 5450(b)(3)(C). The notices have no immediate effect on the listing or trading of the Common Stock. The Company has 180 calendar days, or until January 19, 2027, to regain compliance, and intends to monitor its market values and evaluate available options, including, if appropriate, applying to transfer its securities to The Nasdaq Capital Market. The Company reported the notices on a Current Report on Form 8-K filed July 27, 2026.

Series C Trigger Event – Receipt of the Nasdaq notification letters constituted a Trigger Event under the Series C Certificate of Designation. Following a Trigger Event, the Series C conversion price becomes the lesser of the Fixed Price and 90% of the lowest daily volume-weighted average price during theten trading days prior to conversion, subject to the $4.00 floor price.

Full Glass Side Letter Agreement – On July 29, 2026, the Company entered into a Side Letter Agreement with Full Glass Wine Co., LLC and Full Glass – Licensing, LLC that modifies and ultimately terminates the Multi-Year Wine Purchase Agreement dated February 29, 2024, replacing Full Glass – Licensing’s remaining $4.0 million inventory purchase obligation with a settlement amount of $427,000, of which $406,000 constitutes a deposit that may, at Full Glass’s election, be applied to the redemption of the Company’s Series A Units and Common Units in Full Glass at $8.77 per unit, with or without an accompanying wine purchase. The parties exchanged mutual releases, and the Company acknowledged payoff of the Amended and Restated Secured Promissory Note dated February 29, 2024. Because the Side Letter Agreement provided additional evidence about the recoverability of the Company’s investment in Full Glass as of the balance sheet date, the Company recognized the related impairment loss of $339,283 in the three months ended June 30, 2026 (see Note 6). The Company reported the Side Letter Agreement on a Current Report on Form 8-K filed August 5, 2026. See Note 6.

Mezzanine Secured Notes – The extension of the Mezzanine Secured Notes expired in July 2026, and the notes were past due as of the date of this Report; the Company remains in discussions with the holders regarding a further extension or repayment. See Note 9.

Registration statements – The Company’s resale registration statement was declared effective on July 6, 2026, and on July 20, 2026 the Company filed a registration statement on Form S-8 registering shares issuable under the AMASS Brands Inc. 2026 Omnibus Incentive Plan.