Annual report [Section 13 and 15(d), not S-K Item 405]

Business Combination (Tables)

v3.26.1
Business Combination (Tables)
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Business Combination, Recognized Asset Acquired and Liability Assumed
The following table summarizes the consideration transferred to acquire SeaTrepid and preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date. The cash consideration includes the future cash payment of $4 million due on September 30, 2025 discounted to a net present value of $3.9 million as at March 20, 2025.

Cash consideration $ 7,857,118 
Earnout shares (fair value) 6,864,729 
Purchase price adjustment (512,037)
Total purchase price $ 14,209,810 

Purchase Price Allocation March 20, 2025
Cash $ 78,008 
Accounts receivable, net 138,354 
Inventory 75,300 
Other current assets 62,515 
Property and equipment 5,594,303 
Intangible assets 1,429,400 
Goodwill 9,600,745 
Accounts payable (287,766)
Accrued liabilities (97,668)
Notes payable - current (2,383,381)
Total purchase price $ 14,209,810 
Schedule Pro Forma Information
The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2024.
Year ended December 31,
2025 2024
Revenue $ 5,772,140  $ 9,518,395 
Net loss $ (41,516,247) $ (133,634,269)