As filed with the Securities and Exchange Commission on June 30, 2026.  

Registration No. 333-291586

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

Amendment No. 5 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

STEWARDS, INC. 

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code 1.833.328.6477

Spring Valley Solutions, LLC

3651 Lindell Rd Ste D121

Las Vegas, NV, 89103, USA

T: (702) 982-5686

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to: 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION DATED JUNE 30, 2026

20,621,250 Shares of Common Stock

This prospectus relates to the resale of up to 20,621,250 shares of common stock, par value $0.0001 per share, of Stewards, Inc. (formerly known as Favo Capital, Inc.) (the “Company,” “we,” “us,” or “our”) by the selling stockholders named in this prospectus. These shares were issued to the selling stockholders pursuant to a Securities Purchase Agreement, in connection with a private placement that closed on December 12, 2024, and July 30, 2025. The shares include 9,750,000 shares of common stock issued in the private placement and an additional 487,500 shares issued as a registration delay payment, as well as 10,383,750 shares issuable upon the exercise of warrants and pre-funded warrants issued in the same private placement.

Our common stock has a multi-class voting structure. Each share of our Series B Preferred Stock is entitled to 50 votes on any matter brought before the voting shareholders of the Company, while each share of common stock is entitled to one vote. As a result, the holders of Series B Preferred Stock (currently Forfront Capital, LLC, an affiliate) collectively control approximately 87% of the total voting power of the Company. This voting control is further reinforced by a Voting Agreement dated August 25, 2025, under which Forfront Capital, LLC has agreed to vote its Series B Preferred Stock in accordance with the direction of a majority vote of the Company's founders (Vincent Napolitano, Shaun Quin, and Glen Steward), with the Company's President holding an irrevocable proxy to vote the shares in accordance with the founders' direction. This structure may limit the ability of holders of common stock to influence corporate matters.

We have a multi-class voting structure under which our Founders collectively control approximately 87% of the total voting power of the Company. As a result, we would qualify as a “controlled company” under the rules of a national securities exchange or other eligible market if our common stock were to become listed or quoted on such market and applicable ownership thresholds were satisfied. We do not currently satisfy the listing standards of any national securities exchange, and there can be no assurance that our common stock will ever be listed on a national securities exchange or quoted on another eligible market. See “Potential Implications of Controlled Company Status” and “Description of Capital Stock” below, as well as “Risk Factors – Our potential controlled company status and the concentration of voting power among our Founders could limit your ability to influence corporate matters” for a more detailed discussion of our governance structure and the implications of concentrated voting control.

The selling stockholders will offer and sell the shares at a fixed price of $[*] per share within the range of $3.00 to $5.00 per share (to be determined) while our common stock continues to trade on the OTCID Market. In the event that our common stock were to become listed on a national securities exchange or becomes eligible for quotation on the OTCQB or OTCQX, the selling stockholders may sell shares at prevailing market prices, prices related to prevailing market prices, or negotiated prices, subject to applicable securities laws and market availability. See “Plan of Distribution” for a more complete description of the ways in which the shares of common stock may be sold. We will not receive any proceeds from the sales of these shares by the selling stockholders. However, we may receive proceeds from the exercise of the warrants and pre-funded warrants if exercised for cash.

Our common stock is currently quoted on the OTCID Market operated by OTC Markets Group Inc. under the symbol “SWRD.” On June 29, 2026, the closing price of our common stock on the OTCID Market was $2.75 per share. Our common stock is currently very thinly traded, and an active, liquid trading market for our securities does not currently exist. As a result, investors purchasing shares in this offering may be unable to resell their shares at or near the offering price, or at all. This offering will proceed regardless of whether any such listing or quotation is obtained.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 The date of this prospectus is June 30, 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus constitutes a part of a registration statement on Form S-1 (together with all amendments and exhibits thereto, the “Registration Statement”) filed by us with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). As permitted by the rules and regulations of the SEC, this prospectus omits certain information contained in the Registration Statement, and reference is made to the Registration Statement and related exhibits for further information with respect to Stewards, Inc. and the securities offered hereby. With regard to any statements contained herein concerning the provisions of any document filed as an exhibit to the Registration Statement or otherwise filed with the SEC, in each instance reference is made to the copy of such document so filed. Each such statement is qualified in its entirety by such reference.

You should rely only on information contained in this prospectus. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

For investors outside the United States: We have not taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside of the United States. 

The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby, or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus. 

INDUSTRY AND MARKET DATA

We are responsible for the disclosure in this Prospectus. However, this Prospectus includes industry data that we obtained from internal surveys, market research, and publicly available information and industry publications. The market research, publicly available information and industry publications that we use generally state that the information contained therein has been obtained from sources believed to be reliable. The information therein represents the most recently available data from the relevant sources and publications, and we believe remains reliable. We did not fund and are not otherwise affiliated with any of the sources cited in this Prospectus. Forward-looking information obtained from these sources is subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this Prospectus.

TRADEMARKS

We own or have rights to use various trademarks, service marks, and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks, and tradenames of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names, or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks, and trade names referred to in this prospectus may appear without the ®, TM, or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable owner of these trademarks, service marks and trade names.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this prospectus may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended.  Such forward-looking statements include, but are not limited to, statements regarding our Company and management’s expectations, hopes, beliefs, intentions, or strategies regarding the future, including our financial condition and results of operations. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Other important factors that we think could cause our actual results to differ materially from expected results are summarized below. Other factors besides those listed could also adversely affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Statements regarding the following subjects, among others, may be forward-looking:

Forward-looking statements are based on beliefs, assumptions and expectations as of the date of this prospectus. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements after the date of this prospectus, whether as a result of new information, future events or otherwise.

The risks included here are not exhaustive. Other sections of this registration statement may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus and should consider, among other things, the matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus, and the exhibits to the registration statement of which this prospectus is a part before making your investment decision. This prospectus contains forward-looking statements and information relating to Stewards, Inc. See “Cautionary Note Regarding Forward-Looking Statements” above.

In this Prospectus, the terms “SWRD,” the “Company,” “we,” “us,” “our” or “ours” refer to Stewards, Inc. and its wholly owned subsidiaries.

Company Overview

We are a diversified financial services company with two complementary business platforms: Private Credit and Real Estate. Our strategy is to provide alternative financing solutions to small and medium-sized businesses (SMBs) underserved by traditional lenders, while also building a portfolio of income-producing and value-enhancing real estate assets. Together, these businesses are designed to broaden our revenue base, strengthen the balance sheet with tangible assets, and support long-term, capital-efficient growth.

The Private Credit Division provides revenue-based funding and related financing products to SMBs nationwide. In most cases the SMBs that apply to the Company for financing have average monthly revenues of below $500,000. Since 2020, we have originated more than $153 million in funding and supported over 10,000 businesses across the United States. The Real Estate Division, launched in 2025, targets strategic investments in residential, mixed-use, and commercial properties designed to generate stable rental income and have the potential for long-term value appreciation. These real estate holdings improve our overall capital efficiency by anchoring the balance sheet with durable, income-producing assets, lowering our blended cost of capital, and providing recurring cash flows that enhance liquidity management.

As part of our broader strategic plan, we are pursuing a measured integration of digital-asset technologies across both business segments on a contingent and conditional basis only. Through partnerships with established financial-technology providers, currently limited to the Dolomite Foundation, the Company is developing frameworks for the use of digital payment instruments in its Private Credit operations and evaluating opportunities for tokenization within its Real Estate platform, which consists of the ownership and management of income-producing commercial real estate assets. These initiatives are intended to improve operational transparency, reduce transaction costs, and expand financing optionality within existing regulatory and accounting standards.

As of the date of this prospectus, these digital asset initiatives are not deployed in our live business operations and we do not currently conduct transactions, custody assets, or generate revenues through blockchain based or tokenized instruments. We currently estimate that any potential implementation, if any, could occur within a preliminary internal planning horizon of approximately 24 to 36 months from the date of this prospectus. Any such implementation remains subject to a number of factors, including evolving regulatory requirements, accounting and audit considerations, the design and testing of appropriate internal controls and compliance procedures, technology partner readiness, cybersecurity and operational risk management, and market acceptance. There can be no assurance that these initiatives will be implemented within this or any other timeframe, or at all.

While each division operates independently, they are designed to complement one another. The real estate business provides steady, long-term income and strengthens overall financial stability, while the private credit business offers faster-turnover funding with attractive near-term returns. Together, they create a balanced model in which real estate adds stability and efficiency, private credit drives growth, and digital-asset infrastructure provides additional flexibility and modernization of the Company’s capital management strategy.

For the year ended December 31, 2025, total revenue was $16.3 million, of which approximately 72% was generated by the Private Credit Division and 28% by the Real Estate Division. The Real Estate Division reflects approximately six months of activity following the acquisition of the 1818 Park property in July 2025 and therefore is not directly comparable to a full-year period.

For the three months ended March 31, 2026, total revenue was $3.9 million, of which approximately 38% was generated by the Private Credit Division and 62% by the Real Estate Division. We currently expect the Real Estate Division to represent a larger percentage of total revenue for the full year 2026 than it did in 2025, primarily as a result of a full year of rental and operating income from the 1818 Park property. At the same time, we expect Private Credit revenue to increase as a result of expanded Direct Funding origination capabilities and improved capital availability. These expectations are subject to numerous risks and uncertainties, including changes in interest rates, real estate occupancy and rental rates, merchant cash advance demand, regulatory developments, and general economic conditions. Actual results could differ materially from these expectations. See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Information.”

Private Credit Overview

Our Private Credit Division provides alternative financing solutions to SMBs across the United States. The core of our business is the origination and funding of merchant cash advances (MCAs), both directly and through syndication arrangements with our partners. These MCA activities represent our principal line of business and generate the substantial majority of our revenues.

Since 2020, we have originated over $153 million in capital and supported more than 10,000 SMBs nationwide. We are headquartered in Fort Lauderdale, Florida, with operations in New York and the Dominican Republic. In addition to our MCA business, we occasionally act as a broker for other funders, earning commissions when SMB customers we refer obtain financial products such as MCA or lines of credit. These brokerage activities are ancillary to our MCA operations and represent a smaller portion of our business.

Our MCA business is conducted through operating subsidiaries that sit under our private credit holding company. These subsidiaries include FAVO Funding LLC, Honeycomb LLC, and Fore Funding LLC, which originate and service MCA transactions. Our brokerage activities, which consist of referring merchants to third-party funders and earning commissions, are conducted through Fore Funding LLC and DBOSS Funding LLC, also held within the same private credit platform.

Merchant Cash Advances

Merchant cash advances (“MCAs”) have evolved as an alternative capital source primarily for small businesses, and they represent the principal product we currently originate and fund. In our MCA transactions, a merchant sells a portion of its future receipts to us at a discount in exchange for an upfront lump-sum payment. The merchant then remits a specified percentage of its sales receipts, typically through daily Automated Clearing House (“ACH”) transfers, until we have received the full amount of purchased receipts.

Unlike loans or securities, MCAs are structured as purchases and sales of future receipts and the assignment of related rights. Our small and medium-sized business (“SMB”) customers typically use these advances for working capital, such as inventory purchases, equipment financing, or other immediate business needs.

While MCAs constitute a core component of our revenue model, we also generate brokerage income on a limited basis by referring merchants to third-party funders for products such as MCAs and lines of credit. These brokerage activities account for a smaller share of our business relative to our directly originated and syndicated MCA portfolios.

We operate a direct and syndication revenue-based funding platform to serve SMBs in need of liquidity to fulfill their financial responsibilities. Through our direct sales, marketing, underwriting, and operational platform, and in collaboration with our six primary Syndication Partners, each of which operates in the same revenue-based financing business as Stewards, we provide funding solutions for customers. These Syndication Funding arrangements allow us to participate in a percentage of approved transactions, with participation amounts ranging from 10% to 95% of the deal value, pursuant to Master Participation Agreements and related agreements. This structure enables us to diversify risk, leverage partner deal flow, and expand the scale of our funding platform while maintaining consistency with our underwriting criteria.

We originate and provide revenue-based financing to businesses primarily through MCAs. We provide convenient, fully automated financial solutions to our customers. An SMB customer who enters into an MCA commits to delivering a percentage of its receipts through ACH or wire debits or by splitting credit card receipts until all purchased receipts are remitted to us.

We believe traditional lenders face a number of challenges and limitations that make it difficult to address the capital needs of SMBs, such as:

§  Organizational and Structural Challenges. The costly combination of physical branches and manually intensive underwriting procedures makes it difficult for traditional lenders to efficiently serve SMBs. They also serve a broad set of customers, including both consumers and enterprises, and are not solely focused on addressing the needs of SMBs.

§  Technology Limitations. Many traditional lenders use legacy or third-party systems that are difficult to integrate or adapt to the shifting needs of small businesses. These technology limitations make it challenging for traditional lenders to aggregate new data sources, leverage advanced analytics and streamline and automate credit decisions and funding.

§  Products not Designed for SMBs. SMBs are not well served by traditional loan products. We believe that traditional lenders often offer products characterized by larger loan sizes, longer durations and rigid collateral requirements. By contrast, SMBs often seek small loans for short-term investments.

As a result, we believe that SMBs feel underserved by traditional lenders. Our solution was built specifically to address SMBs’ capital needs. We offer products to SMBs to enable them to access capital. We facilitate eligible merchants to secure cash advances and accelerate the growth of their business by providing access to simple, fast, and convenient working capital under MCAs. This structure has some advantages over the structure of a conventional loan. Most importantly, payments towards an MCA can be modified for hardships suffered by a business, giving the merchant greater flexibility with which to manage their cash flow, particularly during an unforeseen event. MCAs are processed much faster than a typical loan, giving borrowers quicker access to capital.

Direct and Syndicated Funding

A key challenge in the merchant cash advance industry is securing sufficient capital to meet strong demand from small businesses. We participate in merchant cash advances through two distinct models: Direct Funding and Syndicated Funding.

In Direct Funding, we originate, underwrite, fund, contract directly with the merchant, and service the MCA entirely. In certain transactions, we may also have third-party co-funders pursuant to master participation agreements who participate in the deal. These co-funders are typically accredited investors, investment funds, high-net-worth individuals, employees and other capital partners seeking exposure to merchant cash advance assets. We identify and select co-funders based on factors including available capital, experience with alternative finance investments, reputation, regulatory considerations, and willingness to participate on terms acceptable to us.

Under a typical participation arrangement, the co-funder acquires a contractual participation interest in a specified percentage of the economics of an MCA transaction, which historically has averaged less than 25% of the funded amount. We retain responsibility for sourcing the merchant, underwriting the transaction, funding the advance, maintaining the contractual relationship with the merchant, servicing and collecting payments, and administering the transaction. Co-funders do not have a direct contractual relationship with the merchant and generally do not participate in day-to-day servicing or collection activities.

In exchange for their participation interest, co-funders are entitled to receive their agreed share of collections generated by the applicable MCA transaction, net of servicing and collection fees payable to us. We generally receive a servicing fee for administering the transaction and may also retain a larger economic interest than the co-funder. Participation arrangements are typically non-recourse to us except for customary representations, warranties, and covenants contained in the applicable participation agreement.

In Syndicated Funding, we participate in a single MCA with a syndication partner who originates, underwrites, funds and services the MCA. We participate alongside six established syndication partners under Master Participation Agreements. As a participant, we generally range from 10% to 95% participation in each transaction, subject to our investment guidelines.

As of December 31, 2025, approximately 62.3% of all funded deals were completed through the Company’s Syndicated Funding model, while approximately 37.68% of funded deals were completed through the Company’s Direct Funding model. As of the most recent period presented, the majority of funded deals continued to be completed through the Company’s Syndicated Funding model, while the Company is actively working to increase the proportion of Direct Funding originations following the Simplified Acquisition and expanded origination capacity.

To manage portfolio concentration and counterparty exposure, the Company actively monitors its syndication relationships and does not participate in any Syndicated Funding arrangement where its participation would exceed 40% of a syndication partner’s total portfolio.

This approach balances higher-margin Direct Fundings with the capital efficiency and risk diversification benefits of Syndication Funding. The table below outlines key differences between the two models.

Furthermore, both Direct Funding and Syndicated Funding transactions most often involve multiple parties. In Direct Funding transactions, the Company originates, underwrites, funds, contracts directly with the merchant, and is responsible for servicing and collections. The Company may include third-party participants through Master Participation Agreements. These participants are typically accredited investors, family offices, investment funds, high-net-worth individuals, and other capital partners seeking exposure to merchant cash advance assets. The Company selects participants based on factors including available capital, investment experience, reputation, regulatory considerations, and willingness to participate on terms acceptable to the Company. Participants generally acquire an economic interest in a portion of a transaction, historically averaging less than 25% of the funded amount, but do not have a direct contractual relationship with the merchant and do not participate in day-to-day servicing or collection activities. In Syndicated Funding transactions, a third-party syndication partner originates, underwrites, funds, and contracts directly with the merchant, while the Company participates as an investor providing a portion of the capital. In these transactions, the syndication partner generally retains responsibility for servicing and collections. Participants in either model enter into Master Participation Agreements that govern their participation interests, including the allocation of collections, profit-sharing mechanics, servicing responsibilities, and the allocation of risk among the parties.

Syndicated Funding transactions may also carry additional costs, such as platform fees charged by syndication partners (generally 3%–5% of remittances), and administrative costs associated with servicing multiple stakeholders. These fees can increase the effective cost of capital relative to Direct Fundings.

For Direct Fundings, our revenue includes origination fees, administrative fees, MCA income, and ancillary fees (e.g., non-sufficient funds, collections, Uniform Commercial Code filings), all recognized over the contract term as payments are received.

For Syndicated Fundings, we do not retain origination or administrative fees. Instead, our revenue is derived from our proportionate share of MCA income based on our participation interest.

Our Direct Funding portfolio has SMBs across multiple segments and industry types, but most of our merchants fall into the services, construction, and retail industries. These include restaurants, construction and development projects, physical fitness facilities, accounting and bookkeeping practices, home furnishings and equipment stores, and automotive repair shops, among others.

The composition of our Syndication Funding portfolio closely aligns with that of our Direct Funding portfolio, both of which are strategically shaped by evolving market dynamics. Key determinants include macroeconomic conditions, the influence of domestic and international government policy decisions, and the relative advantages of specific U.S. geographic regions. Regulatory and policy environments, whether supportive or restrictive, impact sector performance and are carefully considered in our portfolio construction and allocation strategy.

Although Syndication Funding currently represents a larger share of total funding volume, our strategic priority is to expand Direct Funding given its higher margin profile and greater control over underwriting and servicing economics. The Simplified Acquisition was undertaken specifically to increase our capacity for direct originations. Over time, we expect Direct Funding to comprise a greater portion of total originations, with Syndication Funding continuing to play a complementary role in providing capital efficiency and risk diversification.

MCA – Syndication Partners

We identify leading funders in the industry through market research, funding forums, the Revenue Based Funding Coalition (RBFC), and long-term business relationships, all of which have established underwriting and operational capabilities that allow partners to participate in their deal flow. The RBFC includes funders, brokers, Independent Sales Organizations, and industry vendors that provide technology and operational services to the sector. It was established to educate policymakers and regulators on issues affecting the non-bank commercial finance industry and to support responsible growth of revenue-based financing. At the same time, the MCA industry remains subject to ongoing regulatory scrutiny at both the federal and state levels, and participation in industry groups such as the RBFC reflects our effort to stay aligned with evolving standards and compliance expectations.

We currently maintain relationships with six syndication partners, three core partners (Vital Capital, TVT Funding, Inadvance Capital) and three secondary partners (Kings Funding, Boom Funding, Traditions Funding), all of whom operate in the Merchant Cash Advance industry and provide revenue-based financing solutions. Core partners are partners that we actively fund with, often a few times a month whereas secondary partners are used much less frequently. From time to time, we syndicate on various deals that our partners have approved for funding, with syndication participation amounts typically ranging from 10% to 95% of the transaction value. In the case the Company participates in a deal with a syndication partner, the syndication partner maintains the relationship directly with the merchant. The Company is merely a participant in the deal and provides a share of the capital to the syndication partner to fund the deal and in turn benefits from the economic terms of the deal. These arrangements are governed by Master Participation Agreements, which establish the terms of engagement and responsibilities of each party. These agreements govern key terms of the relationship including, the platform fee or collection fee charged for participation which is stated as a fixed fee, the servicing of the deal and relevant disbursements and any general indemnifications and warranties. Each individual deal will be presented to the Company with specific terms, for example, the principal amount, payback amount, factor and duration and sometimes will also indicate if there is a lower platform fee associated with that deal.

To manage concentration risk, we do not participate in any syndication arrangement where our exposure exceeds 40% of a partner’s total portfolio. We also actively manage participation amounts to ensure diversification and maintain a balanced portfolio mix. All syndication partners are provided with investment guidelines aligned with our internal underwriting standards, and they are required to adhere to those criteria, ensuring consistency and risk alignment across all investments. This framework enables Stewards to leverage the scale and capabilities of its partners to expand access to funding for SMBs while maintaining rigorous risk management discipline.

Brokered Products

In addition to our direct and syndicated MCA operations, we act as an intermediary in brokering financial products, earning commissions from funders when transactions close. Within this category, merchant cash advances and lines of credit are the meaningful contributors, while equipment financing and business term loans comprised the balance. Our activity in U.S. Small Business Administration (SBA) loans and invoice factoring was not material during the reporting period, though these products remain available as part of our platform and may contribute to revenues in the future as merchant demand evolves.

Our role in these transactions is limited to acting as an intermediary: we identify merchants with financing needs, match them with appropriate funders, and earn referral or brokerage fees, typically calculated as a percentage of the funded amount, once the transaction is completed. We do not originate or fund these products directly and do not assume credit risk on the underlying obligations.

This brokerage activity complements our MCA operations by broadening merchant relationships and creating repeat commission opportunities. Applications are sourced through marketing initiatives, including online advertising, outbound calling, trade show participation, and referrals, with additional support from a call center located in the Dominican Republic. We maintain relationships with a network of funding sources, such as commercial banks, online lenders, SBA-approved institutions, and factoring companies.

Once a funder approves and funds a transaction, our role is complete, and we earn compensation directly from the funder, typically built into the financing cost. By offering MCAs and lines of credit through third-party partners alongside our direct activities, we diversify our revenue streams and expand our reach, while continuing to maintain our primary focus on revenue-based funding solutions. 

While brokerage commissions represented approximately 20% of our total revenues for the year ended December 31, 2024, we do not view this segment as a core growth driver. We position brokerage primarily as a complementary offering that broadens merchant relationships, rather than as a business line we intend to scale.

MCA - Cost of Sales

We incur sales commissions costs for direct and syndicated originations. Commission expense is recognized over the term of the deal. Additionally, we incur marketing expenses associated with direct MCA originations. Marketing expenses consist of various lead generation, internet, phone, advertising, and other costs associated with new account originations. Marketing expenses are recognized as incurred.

MCA Platform and Service Fees

For each Syndicated Funding MCA origination, we are charged a platform or servicing fee. The fee is calculated as a percentage of the advance receipt collected on our behalf and is deducted from the amount disbursed.

MCA Credit Losses

Under the current expected credit loss (CECL) model of ASC 326, we recognize an allowance for a portion of the receipts at the time of concluding a deal and additional allowances based on the amount of time since a payment was last received and whether the receivable has been handed over to collections. The approach is based on the Company's internal knowledge and historical default rates over the expected life of the receipts and is adjusted to reflect current economic conditions. A receivable from a merchant is classified as defaulted once the merchant has stopped paying and all reasonable efforts to communicate and resolve the situation have failed. Once the merchant is in default, the receivable is then handed over to a legal team to begin the collection process. Historical default rates for the portfolio were at 15.07% for 2023, 13.09% for 2024 and 8.53% for 2025. This evaluation takes into account the customer's ability and intention to pay the consideration, when it is due along with incorporating changes in the forward-looking estimates. If the expected financial condition of the Company’s customers were to improve, the allowances may be reduced accordingly.

Underwriting Process and Credit Assessment of Merchant Customers

Our underwriting process is central to both our Direct Funding and our Syndicated Funding activities. Each merchant applicant is evaluated using a structured combination of automated data analysis, artificial intelligence (AI), and human review to assess the business’s ability to generate consistent receivables and meet repayment obligations.

We apply a multi-step framework designed to filter out higher-risk applicants and identify merchants most likely to perform, with fewer than 5% of applications proceeding to funding. This process integrates anomaly detection and fraud-prevention tools with professional underwriter judgment, allowing us to evaluate applications efficiently while maintaining credit discipline. Over time, this selective approach has resulted in portfolio performance with loss and default levels consistent with the high thresholds established by our underwriting standards.

Integration of Artificial Intelligence and Automation

We employ a combination of automation, machine learning, and human oversight within our underwriting process. These tools help authenticate documents, identify inconsistencies, and structure raw data into decision-ready formats. Human underwriters remain responsible for final approvals, ensuring that technology outputs are reviewed within a controlled decision framework.

AI-driven capabilities are applied within secure, compliance-oriented environments. All merchant data is collected with applicant consent, either through direct submissions (e.g., bank statements, tax filings, credit reports) or third-party data-aggregation providers. Data is handled under encryption and access-controlled systems. We do not disclose, sell, or repurpose merchant data for non-underwriting uses.

Key capabilities include:

•         Document authentication and fraud detection: Identifying tampering or inconsistencies in submitted records.

•         Anomaly detection: Flagging unusual cash-flow activity or mismatches in bank transaction data.

•         Automated structuring: Converting bank statements and financial documents into standardized data for review.

•         Risk scoring: Predictive models that compare applicants against internal credit parameters.

Applications flagged by automation are escalated for manual review. This blended model allows for efficient processing while maintaining oversight and compliance.

Data Collection and Analysis

We collect a range of information from merchants during the application process, including:

•         Traditional credit bureau data (e.g., consumer and commercial credit histories).

•         Government and legal records (e.g., state filings, tax records, liens, judgments).

•         Behavioral and transactional data (e.g., bank activity, repayment patterns, landlord feedback).

•         Digital presence and reputation data (e.g., online visibility, reviews, social media).

•         Network-shared performance data from other funders on defaults or fraud.

Because small businesses lack a standardized credit score equivalent to consumer FICO ratings, we supplement bureau data with these alternative sources. Greater emphasis is placed on demonstrated business performance, cash-flow resilience, and repayment history than on an owner’s personal credit profile.

Below is a description of our underwriting process for applicant merchants, with four steps to completion.

Efficiency and Risk Considerations

Our process is designed to be more efficient than traditional bank lending, generally allowing approvals and funding within 24–72 hours versus weeks for banks. Although the Company does not actively track application to funding times, our estimated average time from application to funding is 24 hours. Efficiency is achieved through automated data aggregation, AI-driven anomaly detection, and human oversight.

Our underwriting process is broken down into 4 stages:

1)       Initial screening: This stage involves ensuring all the required documentation has been received, and the merchant meets the initial funding requirements. During this stage we will ensure that the application meets our minimum underwriting requirements including, time in business, average revenue, industry, FICO score, negative days, average daily and ending bank balances.

2)       Full underwriting: This stage involves a detailed review of the application, including legal documentation reviews and business performance evaluations. We rely on third party software and information to support this review including; MoneyThumb, TransUnion, Secretary of State filings, court filings and Google searches.

3)       Approval: Once the application is fully underwritten, the offer to fund is sent for approval by management or our senior underwriters.

4)       Final verification and funding: Once the offer is approved, a final background check is completed, and any recent banking transactions are verified for revenue consistency. Prior to releasing the funding wire, a funding call is completed on a recorded line to discuss the terms of funding.

As mentioned above we depend on third-party providers for certain inputs, such as bank-statement verification, credit bureau data, and fraud detection. Disruptions in these services could affect our ability to process applications efficiently, as described in our risk factors.

Over time, we believe that this disciplined, technology-enhanced underwriting process has contributed to portfolio performance consistent with our selective funding standards, supporting stable cash flows and risk-adjusted returns.

Integration of Digital Asset Strategy within Private Credit

The Company is evaluating the integration of digital-asset infrastructure within its Private Credit operations on a contingent and conditional basis only. As part of this initiative, the Company has entered into a strategic partnership with the Dolomite Foundation, a Cayman-based entity that develops tokenized financial infrastructure and digital-settlement frameworks.

Through this relationship, the Company intends to explore the use of U.S.-dollar-denominated digital instruments and related blockchain settlement tools to facilitate the movement of funds among institutional lenders, subsidiaries, and counterparties. The objective of this framework is to shorten funding cycles, reduce transaction costs, and strengthen auditability within the Company’s credit origination, syndication, and servicing processes. The Company’s participation in these activities will be implemented on a measured basis, consistent with applicable banking, securities, and anti-money-laundering regulations, and subject to continuing review by management and external advisors.

As of the date of this prospectus, these digital asset initiatives are not deployed in our live business operations and we do not currently conduct transactions, custody assets, or generate revenues through blockchain based or tokenized instruments. We currently estimate that any potential implementation, if any, could occur within a preliminary internal planning horizon of approximately 24 to 36 months from the date of this prospectus. Any such implementation remains subject to a number of factors, including evolving regulatory requirements, accounting and audit considerations, the design and testing of appropriate internal controls and compliance procedures, technology partner readiness, cybersecurity and operational risk management, and market acceptance. There can be no assurance that these initiatives will be implemented within this or any other timeframe, or at all.

Real Estate Overview

Our Real Estate Division, launched in 2025, focuses on acquiring and managing income-producing properties that complement our private credit platform. The Company’s Real Estate platform is operated as an integrated business line and includes property acquisition, asset-level financing management, coordination with third-party property managers, lease administration, budgeting, and capital planning. The Company currently targets primarily multifamily properties, as well as select mixed-use and commercial assets, in strategic U.S. markets that provide stable cash flows and the potential for long-term value appreciation.

The division emphasizes stabilized, cash-flowing properties that diversify revenue streams and strengthen the Company’s overall asset base with tangible collateral. By anchoring the balance sheet in real estate, we enhance institutional creditworthiness, improve access to competitively priced financing, and support capital efficiency. These investments are conducted through subsidiaries established for property acquisition and management, structured to support our real-estate strategy while accommodating applicable noncontrolling preferred interests. The objective of these entities is to broaden our revenue base and support sustainable long-term growth.

As of the date of this prospectus, the Company’s Real Estate platform consists of a single property, 1818 Park, a multifamily residential property located in Hollywood, Florida. Accordingly, the Company’s real estate operations are currently concentrated in a single asset, a single property type, and a single geographic market. The property is managed by a third-party property manager under the Company’s oversight. While the Company intends to evaluate additional real estate investments over time, there can be no assurance that it will acquire additional properties, and the Company expects its real estate portfolio to remain concentrated in the near term.

Strategic Role of the Real Estate Division

The Real Estate Division plays a complementary role to our MCA and broader private credit operations. Tangible, income-generating real estate assets enhance the depth and quality of our balance sheet, which broadens the collateral base available for institutional financing arrangements and supports access to lower-cost capital. This stronger asset position improves lender confidence and provides flexibility in structuring credit facilities, ultimately enhancing net yields across our MCA originations and related credit activities.

In addition, recurring income from rental streams and condominium sales provides supplemental cash flow that offsets variability inherent in the MCA portfolio. Over time, appreciation in property values may further enhance shareholder value through refinancing or selective asset sales, though the division’s primary role is to improve capital efficiency and financial resilience rather than to serve as a direct source of short-term liquidity.

By combining the steady, asset-backed stability of real estate with the faster turnover and scalability of private credit, the Company aims to create a balanced model that enhances credit quality, reduces overall cost of capital, and supports sustainable growth across both business segments.

Target Acquisition Strategy

Our real estate division is focused on acquiring well-located, income-producing properties at attractive entry prices relative to replacement cost or market comparables. We target assets in the US that have strong underlying fundamentals and sustained tenant demand, seeking opportunities where operational, leasing, or capital structure enhancements can drive value creation. Our acquisition approach is disciplined and data-driven, evaluating both current income potential and future upside through repositioning or improved capital deployment.

Acquisitions are guided by defined financial criteria. We generally target properties expected to deliver internal rates of return (IRR) and capitalization rate spreads that are accretive to our weighted average cost of capital (WACC). We also consider loan-to-value (LTV) thresholds, projected funds from operations (FFO) contribution, and the stability of expected cash flows in assessing each opportunity. This framework provides consistency in evaluating potential transactions and ensures that capital is allocated with the objective of balancing risk, return, and liquidity.

Value creation is achieved through two primary models:

•         Rental Model: We focus on maintaining high occupancy levels, capturing market rent growth, controlling operating expenses, and implementing targeted capital improvements to enhance tenant experience and asset performance.

•         Condominium Model: Where applicable, we seek to optimize unit pricing, manage sales velocity, and implement focused marketing campaigns to maximize sales proceeds. While condominium projects may involve higher development and redevelopment costs relative to stabilized rental assets, we evaluate them within a disciplined financial framework that considers expected absorption rates, pricing sensitivity, and project-level return thresholds. Our intent is to maintain a balanced mix, with stabilized rental assets representing the core of the portfolio and condominium projects pursued selectively where market demand and projected returns justify the added risk. In condominium transactions, we also assess occupancy and absorption targets as key performance indicators to ensure that projected timelines and sales velocity align with overall capital allocation discipline.

Exit Strategies

We evaluate multiple exit strategies for each asset at the time of acquisition and throughout the hold period, with the objective of maximizing total return and maintaining flexibility in capital deployment. Our primary strategy is a long-term hold, whereby properties are retained to generate recurring rental income and potential capital appreciation. This approach supports predictable cash flows and strengthens the balance sheet, which in turn improves the Company’s overall capital efficiency and weighted average cost of capital (WACC).

Where market conditions, interest rate environments, or asset performance create favorable opportunities, we may pursue a sale, refinancing, or recapitalization to optimize return on invested capital (ROIC). These decisions are guided by disciplined financial criteria, including expected yields, debt costs, and projected cash-on-cash returns, rather than reliance on asset sales for short-term liquidity. Potential strategies may include selling an asset outright, entering into a joint venture with new capital partners, or refinancing to unlock equity while retaining ownership.

For condominium projects, we may implement a phased sell-down strategy to optimize pricing and absorption rates while managing supply risk. Select units may be retained within the rental portfolio to generate ongoing income and preserve long-term optionality. Across all property types, our exit planning is structured to align with long-term capital allocation discipline, balancing current income generation with capital recycling into higher-yielding opportunities.

Leasing & Sales

We employ a disciplined, market-responsive approach to both leasing and sales activities, designed to optimize occupancy, rental yields, and asset value across its portfolio. For rental assets, lease structures may include fixed-term agreements, percentage-based leases tied to tenant sales performance, or hybrid models that combine base rent with variable components. Renewal options are strategically incorporated to enhance tenant retention, minimize downtime, and maintain consistent revenue streams. Lease terms are negotiated to align with market demand, asset positioning, and long-term strategic objectives, while protecting downside risk through creditworthy tenant selection and appropriate security provisions.

For assets operated under a condominium sales model, we implement a phased release strategy to manage market absorption and achieve optimal pricing. Units are brought to market in stages, allowing us to respond dynamically to buyer demand, interest rate conditions, and competitive supply. This approach is supported by targeted marketing campaigns, pre-sale strategies, and selective retention of certain units for ongoing rental income or future disposition. By maintaining flexibility in leasing and sales strategies, we seek to balance predictable cash flows with opportunities for potential capital appreciation and value realization.

Property Management

Our property management practices are designed to preserve and enhance asset value while ensuring the operational integrity of our real estate portfolio. Currently, properties are managed by experienced third-party firms engaged under agreements that include defined performance benchmarks addressing occupancy levels, tenant retention, service quality, and cost efficiency.

Management activities focus on timely and responsive tenant service, preventative maintenance programs to extend the useful life of building systems and improvements, and disciplined control of operating expenses. Performance is monitored on an ongoing basis, with operational adjustments implemented as necessary to maintain market competitiveness, mitigate vacancy risk, and support stable long-term income generation.

Performance Monitoring

We employ a structured, data-driven approach to monitoring the performance of our real estate assets to ensure they meet targeted financial and operational benchmarks. Key performance indicators include occupancy levels, net operating income (NOI), lease expiration schedules, rent collection trends, and, for condominium projects, sales velocity and absorption rates. These metrics are reviewed regularly at both the property and portfolio levels, enabling management to identify trends, risks, and opportunities in real time.

Insights derived from this monitoring process inform tactical and strategic decisions, including adjustments to marketing campaigns, leasing incentives, and tenant mix optimization. In addition, capital expenditure priorities are continuously reassessed to ensure that property improvements deliver measurable returns and align with evolving market conditions. This active management framework is intended to maintain asset competitiveness, maximize revenue, and preserve long-term value.

1818 Park

Overview

On July 11, 2025, we entered into multi-entity member interest purchase agreements to acquire 1818 Park, a 281,493-square-foot mixed-use property located in Hollywood, Florida. The asset comprises approximately 237,173 square feet of residential space, 19,737 square feet of commercial space, 16,800 square feet of parking facilities, 5,171 square feet of office space, and 2,612 square feet of storage. The residential component includes 273 rental units in a mix of studios, one-bedroom, two-bedroom, and three-bedroom layouts, of which two are penthouse residences, the largest of which spans 2,319 square feet. The commercial component features a diversified tenant mix including a national bank branch, a hair salon, multiple food and beverage operators, and a 12,000-square-foot food hall. The office component includes one 4,113-square-foot office currently under development and nearing completion.

As of June 22, 2026, physical occupancy was approximately 92.3% (252 of 273 residential units leased). There were 21 physically vacant units, of which 11 were pre-leased. There were also 18 units with active notices to vacate (NTV), of which 11 were pre-leased to new tenants. Based on the current rent roll, annualized property revenue was approximately $9.9 million, consisting of approximately $8.24 million of residential rental revenue, approximately $274 thousand of retail rental revenue, and approximately $1.38 million of other property income. Annualized operating expenses were approximately $5.5 million, resulting in annualized net operating income (NOI) of approximately $4.4 million.

The acquisition of 1818 Park aligns closely with our real estate division’s acquisition criteria. The property was secured at a favorable price relative to replacement cost and market comparables, in a location (Young Circle) characterized by strong population growth, robust tenant demand, and ongoing economic investment. The asset’s diversified mix of residential, commercial, and food hall space provides multiple income streams and diversification benefits that reduce reliance on any single segment.

Operationally, we intend to pursue initiatives aimed at enhancing occupancy, optimizing lease terms, and implementing targeted capital improvements to support rental growth and tenant retention. In addition, we are actively pursuing a refinancing of the existing Blackstone senior mortgage loan, which reached its stated maturity date on June 1, 2026. Pending the completion of a longer-term refinancing, the Company and the lender have negotiated a Fifth Omnibus Amendment to the Loan Documents that would extend the loan's maturity date from June 1, 2026 to August 1, 2026. Although the Fifth Omnibus Amendment has been prepared, it has not yet been executed. The Company is actively working to satisfy the conditions precedent to, and execute, the Fifth Omnibus Amendment. While the loan documents provide a contractual one-year extension option through June 2027, the Company does not currently intend to exercise that option and is instead focused on completing a longer-term refinancing. There can be no assurance that the Fifth Omnibus Amendment will be executed or that any longer-term refinancing will be completed on favorable terms, or at all. These operational and financing initiatives, together with the property's established tenant base and location within a growth corridor, are intended to strengthen the property's long-term positioning while addressing current cash flow challenges.

Purchase Price and Consideration

On July 11, 2025, we completed the acquisition of the 1818 Park property in Hollywood, Florida through a multi-entity transaction structured as follows:

The total purchase price was $74.3 million, structured entirely as a stock-for-liabilities transaction. Consideration consisted of the issuance of shares of our common stock to the sellers and the assumption of certain indebtedness and other liabilities.

Pursuant to the multi-entity membership interest purchase agreements entered into in connection with the acquisition of the 1818 Park property, the Company issued an aggregate of 62,673,215 shares of its common stock to the sellers as consideration for the acquired membership interests.

Issuing equity rather than using cash or additional debt preserved liquidity for our private credit operations and avoided incremental leverage that could restrict future financing flexibility. The structure strengthened our balance sheet by adding a substantial income-generating real estate asset, which enhances the Company’s overall capital efficiency, broadens the collateral base considered by institutional lenders, and supports access to more competitively priced financing. By making the seller a shareholder, the transaction further aligns their interests with the Company’s long-term performance and value creation, reinforcing management’s focus on sustainable growth and shareholder returns.

This multi-entity structure ensured continuity of operations, preserved key contractual rights, and facilitated a seamless transition for tenants, positioning the asset for operational stability and long-term value creation.

Acquisition and Financing Structure

The acquisition of 1818 Park was completed through the purchase of all of the membership interests of Block 40, LLC, the entity that owns the property and its related liabilities. As a result, the Company acquired indirect ownership of the real estate asset together with the obligations tied to it. As part of this transaction, the Company assumed a senior secured mortgage loan originally in the principal amount of $84.0 million. Following scheduled principal repayments in the weeks after closing, the current outstanding loan balance is approximately $73.6 million as of the date of this prospectus.

On June 1, 2022, Block 40 Property, LLC entered into a senior secured mortgage loan in the original principal amount of $84.0 million with Deutsche Bank, maturing on June 1, 2025. On June 1, 2025, Blackstone, as the new holder of the loan, extended the maturity date by one month. On July 1, 2025, Blackstone further extended the maturity date to June 1, 2026. In connection with the June and July 2025 extensions, the interest rate increased from Term SOFR plus 2.75% to Term SOFR plus 3.00%, and the existing interest rate cap agreement remains in effect. As part of the extension agreements, the borrower was also required to make scheduled principal curtailments, which reduce the outstanding loan balance in line with agreed amortization milestones, to approximately $73.6 million.

The loan is secured by a first-priority mortgage lien on the property, an assignment of leases and rents, and certain reserve and cash accounts, and is generally non-recourse subject to customary carve-outs. The loan agreement has been amended four times since its origination on June 1, 2022. These amendments primarily related to (i) extensions of the maturity date, (ii) an increase in the interest rate spread from Term SOFR + 2.75% to Term SOFR + 3.00% per annum, and (iii) required scheduled principal curtailments that reduced the outstanding loan balance from the original $84.0 million to approximately $73.6 million as of the date of this prospectus, and (iv) the lender's consent to Stewards' acquisition of indirect ownership of the borrower, the addition of Stewards as a guarantor under the loan documents, and related updates to the organizational and loan documentation.

As of the date of this prospectus, the loan reached its stated maturity date of June 1, 2026. The Company and the lender have negotiated and prepared a Fifth Omnibus Amendment to Loan Documents that would extend the maturity date of the loan from June 1, 2026 to August 1, 2026. The Fifth Omnibus Amendment has not yet been executed. The Company is actively working to satisfy the conditions precedent to, and to execute, the Fifth Omnibus Amendment. Key terms of the proposed Fifth Omnibus Amendment include an extension of the maturity date to August 1, 2026, the payment of a modification fee and an extension fee, the grant of a pledge over the membership interests in the borrower entity, the addition of the Company as a guarantor, and a temporary waiver of the requirement to maintain an interest rate cap agreement during the extension period.

In parallel, the Company continues to pursue a longer-term refinancing and, on June 11, 2026, received a non-binding term sheet from Värde Mortgage Capital proposing a $79.0 million refinancing facility. Key proposed terms include a 24-month initial term with three 12-month extension options, a floating interest rate of SOFR + 3.95% (with a floor of 7.45%), and customary covenants and reserves.

There can be no assurance that the Company will successfully complete a long-term refinancing on acceptable terms, or at all. If the Company is unable to obtain a long-term refinancing prior to the expiration of the short-term extension period, Blackstone could exercise its remedies under the loan documents, including foreclosure on the 1818 Park property. A foreclosure would result in the loss of the Company’s ownership interest in the property and could have a material adverse effect on the Company’s financial condition, results of operations, and liquidity. In addition, the Company could incur significant legal and other costs in connection with any foreclosure proceedings or a forced sale of the property.

Key Loan Features

As of June 22, 2026, physical occupancy at 1818 Park was approximately 92.3% (252 of 273 residential units leased). There were 21 physically vacant units, of which 11 were pre-leased. There were also 18 units with active notices to vacate (NTV), of which 11 were pre-leased to new tenants. Net controllable availability was approximately 10.3%.

1818 Park Property Management

On November 14, 2025, the Company’s subsidiary, Block 40, LLC, engaged GCF Development, LLC under a Management Agreement dated November 14, 2025, to exclusively manage, lease, operate, and administer our property at 1818 Park. Under the agreement, the Manager will receive monthly fees starting December 1, 2025 including: (i) 5/6 of a $92,031.25 loan-guarantee fee (surviving termination while guarantees exist), (ii) $120,000 overhead/administrative fee, and (iii) $25,000 project-management fee for 18 months. All accrued fees were due and have been paid as of December 19, 2025.

We may terminate on 30 days’ notice with a 12-month break fee if within the first 24 months (no fee thereafter, but loan-guarantee fee persists). Manager may terminate on 60 days’ notice. Manager maintains required liability and E&O insurance, receives broad indemnification for good-faith acts within scope, and may assign to affiliates or successors without consent. The agreement supersedes all prior understandings, and is governed by Florida law.

EB-5 Investor Exchange Offer

As part of the July 11, 2025, acquisition of the Block 40 Entities and Hollywood Circle Capital, LLC, the Company assumed the obligations associated with EB-5 investors who collectively held Class B preferred membership interests in Block 40, LLC. These investors held preferred membership interests with accumulating preferred return features that, absent conversion or repurchase, would have continued indefinitely. The total EB-5 preferred membership interests were included in the $74.3 million contractual purchase price allocation for the transaction.

Following the acquisition on August 28, 2025, we initiated an offer to these EB-5 investors to exchange their preferred membership interests for shares of our common stock. Participation in the exchange was voluntary. The objective of this exchange is to reduce the long-term accrual burden associated with the EB-5 preferred return structure, simplify the capital structure, and align the interests of these legacy investors with those of our common stockholders. These obligations are specific to the 1818 Park real estate transaction and are structurally distinct from the Company’s other preferred return arrangements in its private credit business.

On September 30, 2025, the Company executed an exchange agreement offering these EB-5 investors the opportunity to convert their preferred membership interests into shares of the Company’s common stock, with elections due by October 31, 2025. As of the date of this prospectus, an aggregate of 22,501,649  shares of common stock had been issued to participating investors pursuant to the EB-5 exchange agreements. Of the 89 EB-5 investors, 28 elected to participate in the exchange, and the remaining investors continue to hold their preferred membership interests in Block 40, LLC. The objective of this exchange was to eliminate the long-term accrual burden associated with the EB-5 preferred return structure, simplify the capital structure, and align the interests of legacy investors with those of the Company’s common shareholders. These obligations are specific to the 1818 Park real estate transaction and are structurally distinct from the Company’s preferred return arrangements within its private credit business.

EB-5 investors who did not elect to participate in the exchange continue to hold Class B preferred membership interests in Block 40, LLC. These interests entitle holders to a preferred return based on their unreturned capital contributions and unpaid preferred return, subject to the availability of cash and declaration by the manager, and provide priority over common membership interests with respect to distributions and liquidation proceeds. The Class B preferred membership interests do not have a stated maturity date and are not mandatorily redeemable. Redemption or liquidity events may occur upon specified contingent events, including a sale, refinancing, or dissolution of Block 40, LLC, or upon denial of the investor’s Form I-526 petition by U.S. Citizenship and Immigration Services. These preferred membership interests remain outstanding following the exchange and are structurally distinct from the Company’s preferred equity or debt instruments.

Tenant Base

The property generates rental income from both residential and commercial tenants, with residential units comprising the majority of leased space and retail, dining, office, and co-working uses contributing additional revenue. The residential portion consists of multiple unit types, with leases generally structured as fixed-term agreements that include renewal options and periodic rent escalations. As of June 22, 2026, physical occupancy was approximately 92.3% (252 of 273 residential units leased). There were 21 physically vacant units, of which 11 were pre-leased, and 18 units with active notices to vacate (NTV), of which 11 were pre-leased to new tenants. The commercial component includes retail, dining, service, and food hall tenants operating under fixed-rent, percentage-of-sales, and hybrid lease structures, with agreements typically providing base rent, renewal rights, and customary landlord protections, while office and co-working areas are also available for lease to professional tenants and are expected to further contribute to revenue diversification as leasing progresses. No individual tenant represents a material portion of the property’s total rental revenue, and the tenant base is diversified across residential and commercial categories, reducing concentration risk and limiting reliance on any single tenant or use type.

The Hawthorne Acquisition

On June 5, 2026, Stewards Real Estate, LLC, a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement with John E. Swenson Co., Inc. to acquire the real property and related tangible assets known as The Hawthorne, located at 196 Shore Road, Chatham, Massachusetts, for a purchase price of $20.0 million in cash, subject to customary prorations and adjustments.

The Hawthorne is a seasonal hospitality property located in Chatham, Massachusetts, on Cape Cod. The property operates as a boutique lodging facility and is expected to generate revenue primarily from guest room rentals. The property consists of guest accommodations, related common areas, and ancillary facilities situated on a waterfront site. The property does not currently include material food and beverage operations or other significant ancillary hospitality services. The Company believes the acquisition complements its strategy of acquiring income-producing real estate assets in attractive markets and expands its real estate portfolio into the hospitality sector.

The transaction includes the land, buildings, improvements, furniture, fixtures and equipment, transferable permits and licenses, and certain contracts relating solely to the ownership, maintenance, and operation of the property. The transaction excludes goodwill, going concern value, customer relationships, reservation systems, trade names, intellectual property, and other intangible assets associated with the operation of a hospitality business. The Company will assume certain post-closing guest-related obligations, including advance guest deposits and prepaid occupancy obligations relating to periods after closing, while the seller will retain liabilities arising prior to closing.

The Company deposited $1.0 million in earnest money in connection with the transaction. Closing is expected to occur on or about July 1, 2026, subject to satisfaction of customary closing conditions and financing requirements. Time is of the essence under the Purchase and Sale Agreement. The Company intends to account for the transaction as an asset acquisition for accounting purposes.

The Purchase and Sale Agreement provides that the acquisition is an “AS IS” transaction. The Seller made limited representations, primarily limited to its actual knowledge without independent investigation. Buyer conducted due diligence during a 60-day due diligence period that has expired, and the Buyer is proceeding on the basis that it is satisfied with its investigations.

The septic system serving the Property failed a Title V inspection. The Company has agreed to accept the Property in its current condition and to assume all obligations related to the septic system. The Seller has no obligation to repair or remediate the septic system prior to closing.

The Purchase and Sale Agreement does not contain a financing contingency. The Company expects to finance the acquisition through a combination of mortgage financing and available capital resources. There can be no assurance that the Company will obtain financing on acceptable terms, or at all.

The Seller will retain all liabilities arising from the ownership or operation of the Property prior to closing. The Company will not assume any pre-closing liabilities of the Seller except for the post-closing guest deposit obligations described above.

Strategic Integration with Private Credit Operations

The inclusion of 1818 Park in our real estate portfolio strengthens our balance sheet by adding a sizable income-producing asset that generates recurring cash flows. While the property is subject to a first-priority mortgage, both its operating performance and equity value may be considered by institutional lenders in evaluating our credit profile, which could enhance our ability to obtain or negotiate credit facilities at more favorable terms.

The property’s tenant base is diversified across residential and commercial leases. Longer-term commercial leases provide a stable source of revenue, while the recurring turnover and renewal cycle of residential units creates opportunities to adjust pricing in line with prevailing market conditions. This diversification reduces reliance on any single tenant category and mitigates cash flow volatility.

By integrating income-generating real estate into our capital structure, we aim to improve overall capital efficiency by anchoring our balance sheet with tangible assets, providing supplemental cash flows to offset variability in merchant cash advance performance, and supporting access to competitively priced debt financing. This complementary structure aligns with our broader strategy of balancing the higher-velocity nature of private credit activities with the stability and asset backing provided by long-term real estate holdings.

Integration of Digital Asset Strategy within Real Estate

Within its Real Estate segment, the Company is assessing opportunities to apply digital-asset technologies to improve capital efficiency, transparency, and investor participation in property-backed structures. In collaboration with the Dolomite Foundation, the Company is evaluating the development of frameworks that may enable tokenized representations of ownership or participation interests in income-producing properties or related financing instruments. Such structures could, in the future, facilitate fractional participation by qualified investors, expand access to alternative funding channels, and improve secondary liquidity for certain classes of real-estate-linked assets. The Company expects these efforts to be undertaken in coordination with its valuation consultants, auditors, and existing financing counterparties to ensure consistency with prevailing accounting standards, property laws, and securities regulations. Any implementation will be subject to regulatory review and internal governance approval before deployment. As of the date of this prospectus, the Company has not deployed any digital-asset or blockchain-based technologies within its Real Estate operations and does not currently offer tokenized real estate interests or conduct transactions using such structures. Any future implementation would be undertaken on a limited and controlled basis and would be subject to ongoing evaluation, including coordination with valuation advisors, auditors, legal counsel, and existing financing counterparties, as well as compliance with applicable property laws, securities regulations, accounting standards, and internal governance approvals.  

Digital-Asset Strategy within the Overall Business

The Company is evaluating potential opportunities to utilize digital-asset technologies within its existing Private Credit and Real Estate segments on a limited, exploratory, and conditional basis. These activities do not constitute a separate business line and are not currently generating revenue, liquidity, or operational benefits for the Company.

The Company’s current efforts are limited to strategic discussions and preliminary evaluations with financial technology providers, primarily the Dolomite Foundation, regarding the potential future use of digital payment, settlement, and tokenization technologies. Any such initiatives remain in the planning stage and are subject to significant technological, regulatory, accounting, operational, and market-based uncertainties.

Within its Private Credit segment, the Company is evaluating whether certain digital settlement technologies could, in the future, improve the efficiency of fund transfers among institutional capital providers, subsidiaries, and counterparties while maintaining compliance with applicable banking, securities, anti-money laundering, and other regulatory requirements. Within its Real Estate segment, the Company is evaluating whether tokenization technologies could potentially facilitate future capital formation opportunities relating to real estate ownership or participation interests.

The Company’s evaluation of these technologies is closely aligned with its strategic relationship with the Dolomite Foundation. However, as discussed under “Dolomite Strategic Agreement,” no funding has occurred, no contractual milestones have been achieved, and no digital assets have been received by the Company. Accordingly, the Company’s digital-asset initiatives remain conceptual and exploratory in nature.

Management currently believes that, if these initiatives are pursued and the underlying contractual milestones are achieved, any meaningful implementation would likely occur over a multi-year period, potentially within approximately 24 to 36 months. This estimate is based on the anticipated time required for milestone achievement, regulatory and accounting analysis, development of internal control and custody frameworks, and operational readiness. However, there can be no assurance that any milestones will be achieved, that any digital-asset initiatives will be implemented within this timeframe, or that they will be implemented at all.

The Company does not currently view digital-asset activities as a material source of operating liquidity, revenue generation, or near-term growth. Rather, management views these initiatives as long-term strategic opportunities that may complement the Company’s existing Private Credit and Real Estate platforms if future market conditions, contractual milestones, regulatory requirements, and operational considerations permit.

Current Status of Digital-Asset Integration

The Company’s digital-asset initiatives remain in the preliminary evaluation stage. As of the date of this prospectus, the Company has not deployed digital-asset technologies within its Private Credit or Real Estate operations, does not conduct transactions using blockchain-based or tokenized instruments, does not custody digital assets, and does not generate revenue or operating cash flows from any digital-asset activities.

The Company’s digital-asset strategy is currently limited to evaluating potential future opportunities, including those contemplated under its strategic relationship with the Dolomite Foundation. As discussed under “Dolomite Strategic Agreement,” no contractual milestones have been achieved, no tranches have been funded, and the Company has not received any $DOLO tokens or realized any economic benefit under that arrangement.

Management currently believes that, if the applicable contractual milestones are achieved and all necessary regulatory, accounting, operational, and risk management requirements can be satisfied, any meaningful implementation of digital-asset technologies would likely occur over a multi-year period, potentially within approximately 24 to 36 months. However, the timing and scope of any future implementation remain highly uncertain and depend on numerous factors, including achievement of the Dolomite SPA milestone thresholds, evolving regulatory guidance, accounting and audit considerations, development and testing of internal controls and compliance procedures, cybersecurity and custody arrangements, technology partner readiness, and overall market conditions.

Accordingly, there can be no assurance that any digital-asset initiatives will be implemented within this timeframe, or at all, and investors should not view the Company’s digital-asset strategy as a source of current operating liquidity, revenue generation, or near-term financial performance.

Dolomite Strategic Agreement

On November 3, 2025, the Company entered into a Securities Purchase Agreement (the “Dolomite SPA”) with the Dolomite Foundation and a syndicate of affiliated investors. Pursuant to the agreement, the Company agreed to issue pre-funded warrants to purchase up to 2,450,980 shares of common stock in exchange for up to $10,000,000 of consideration payable entirely in-kind through $DOLO tokens. The contemplated investment is structured in ten separate tranches of $1,000,000 each.

As of the date of this prospectus, the Dolomite SPA remains a strategic framework agreement only. No tranches have been funded, no $DOLO tokens have been received by the Company, no warrants have become exercisable, and the Company has not realized any economic benefit from the arrangement. The agreement has not provided, and is not currently providing, operating liquidity, financing capacity, revenue, or capital to either the Company’s Private Credit or Real Estate segments.

The ability of the Company to receive any consideration under the Dolomite SPA is contingent upon the achievement of a series of predefined market-based milestones. Specifically, each tranche becomes eligible for funding only after $DOLO achieves certain contractual 30-day volume weighted average price (“VWAP”) thresholds specified in the agreement. These milestones are based entirely on the market performance of $DOLO and are outside the Company’s control.

Accordingly, before the Company could receive any economic benefit under the arrangement, the following events would need to occur:

• Achievement of the applicable $DOLO 30-day VWAP milestone for a tranche;

• Verification of milestone achievement pursuant to the procedures outlined in the Dolomite SPA;

• Release of the applicable tranche of $DOLO tokens by the investors; and

• Determination by the Company that any received digital assets can be utilized, held, monetized, or otherwise deployed in compliance with applicable legal, regulatory, accounting, custody, and risk management requirements.

Because none of these milestones have been achieved as of the date of this prospectus, management currently views the Dolomite SPA as a long-term strategic initiative rather than a source of near-term capital or operational funding. Based on discussions with the Dolomite Foundation, the current development trajectory of the Dolomite ecosystem, and management’s assessment of broader digital asset market conditions, the Company believes that, if the contractual milestones are achieved at all, the earliest meaningful realization of benefits under the arrangement would likely occur over a period of approximately 24 to 36 months. This estimate reflects management’s expectations regarding the time potentially required for $DOLO to achieve the applicable 30-day VWAP thresholds, for tranche funding to occur, and for the Company to complete the regulatory, accounting, operational, custody, and internal control frameworks necessary to evaluate any future deployment of digital asset technologies. However, because the milestone triggers are based entirely on future market performance of $DOLO and other factors outside the Company’s control, there can be no assurance that any milestone will be achieved within this timeframe, or at all.

The Company believes that, if the required milestones are achieved, the arrangement could potentially support future digital asset initiatives, including the evaluation of tokenized settlement infrastructure within its Private Credit platform and potential tokenization structures relating to certain real estate investments. However, these initiatives remain in the exploratory stage and are not currently operational.

Management currently estimates that any potential realization of benefits under the Dolomite SPA, if achieved at all, would likely occur over a multi-year horizon. While management believes the relevant milestones could potentially be achieved within approximately 24 to 36 months based on the future development of the Dolomite ecosystem and broader digital asset markets, there can be no assurance that any milestone will be achieved, that any tranche will be funded, or that the Company will ultimately receive any economic benefit under the arrangement.

In addition, any future utilization of digital assets received pursuant to the Dolomite SPA would remain subject to significant additional prerequisites, including regulatory compliance considerations, establishment of appropriate accounting policies, implementation of internal controls over digital assets, development of institutional-grade custody arrangements, and satisfaction of cybersecurity and risk management requirements.

Accordingly, investors should not view the Dolomite SPA as a committed financing facility, a source of operating liquidity, or a currently active business initiative. At present, the arrangement represents a strategic option that may enable future digital asset initiatives if the contractual milestones are achieved and all required operational, regulatory, and governance conditions are satisfied.

In summary, investors should understand that the Dolomite SPA is currently a strategic framework agreement only. No funding has occurred, no milestones have been achieved, no digital assets have been received by the Company, and management does not expect the arrangement to have a material impact on operations, liquidity, or financial performance in the near term. Any potential economic or operational benefit would be contingent upon the achievement of multiple contractual milestones and would likely not be realized, if at all, for approximately 24 to 36 months.

The material terms of the Dolomite Strategic Agreement are as follows:

Parties; instruments; aggregate amount and consideration.  

On November 3, 2025, we entered into a Securities Purchase Agreement (the “SPA”) with the Dolomite Foundation. We agreed to issue pre-funded warrants to purchase up to 2,450,980 shares of our common stock at an exercise price of $0.0001 per share. The economic value per warrant share is $4.08, based on the 30-trading-day VWAP of our common stock from September 19–October 30, 2025. The SPA contemplates an aggregate $10,000,000 investment, payable in $DOLO tokens as in-kind consideration, structured in ten equal $1,000,000 tranches to be released only upon satisfaction of milestone conditions. We do not expect to receive cash proceeds under this structure.

Milestones and cancellation. 

Each $1,000,000 tranche becomes exercisable only upon achievement of specified $DOLO 30-day VWAP milestones; unissued tranches are cancellable if $DOLO’s 30-day VWAP falls below $0.01.

The applicable milestone thresholds are as follows:

For purposes of determining whether a milestone has been achieved, “VWAP” means the volume-weighted average price over 30 consecutive trading days. For $DOLO tokens, VWAP is determined based on trading data reported on Coinbase or, if unavailable, another reputable digital asset exchange mutually agreed by the parties. The Company and the Lead Investor are required to mutually verify achievement of each VWAP milestone within five business days following the applicable measurement period.

Unissued tranches are subject to cancellation if the 30-day VWAP of $DOLO falls below $0.01. As of the most recent practicable date, no tranches have been exercised and no $DOLO tokens have been released.  

These milestone provisions are contractual in nature and subject to the significant contingencies and uncertainties described above, including regulatory, accounting, internal-control and cybersecurity considerations, and do not reflect a current or near-term operational plan.

Monetization or transfer of $DOLO. 

Any $DOLO tokens, if released, will be retained solely for limited, non-operational evaluation of digital-asset infrastructure and will not be used for operating liquidity or to fund our Private Credit or Real Estate segments. We have no current intention to monetize tokens; any future disposition, if considered, would be solely to manage exposure, non-programmatic, immaterial, and subject to internal controls and approvals. Shares issued upon any exercise of the pre-funded warrants are subject to a 12-month lock-up.

Valuation of $DOLO. 

For purposes of determining whether tranche milestone conditions have been satisfied, the Company uses the 30-day VWAP methodology described above based on publicly available market trading data from Coinbase or another mutually agreed exchange. If any tokens are received, the Company will subsequently measure such tokens at fair value at each reporting date using quoted prices in the principal market, consistent with applicable U.S. GAAP.

Balance-sheet exposure condition 

The SPA limits potential exposure through (i) price-based tranche gating, (ii) cancellation of unissued tranches below a $0.01 30-day VWAP, and (iii) the current status that no tokens have been released. We do not maintain and have no present plan to adopt a $DOLO treasury strategy; the percentage of our treasury we intend to invest in $DOLO during the next twelve months is 0%. We do not maintain a hedging program for $DOLO and have no intention to establish one.

Custody of $DOLO. 

If tokens are released, they will be held in a dedicated, jointly controlled 3-of-4 multi-signature wallet on Arbitrum One (two Company signatories; two investor signatories). Our key material is maintained offline (cold), and the on-chain structure programmatically segregates assets. We do not currently maintain separate insurance for digital-asset loss. Subject to asset support and diligence, we may transition to a reputable qualified custodian (e.g., BitGo or Coinbase) for cold-storage custody and on-chain segregation, subject to Board approval and satisfactory contractual terms. As of the date of this prospectus, both Coinbase and BitGo support custody infrastructure for $DOLO.

Term and termination. 

The SPA remains outstanding until tranches are exercised or cancelled under the milestone and cancellation mechanics described above. Shares issued upon exercise are subject to the 12-month lock-up noted above.

Status as of the most recent practicable date. 

No tranches have been exercised, no $DOLO tokens have been released, and we do not expect cash proceeds under the SPA.  

Further Clarification on Digital asset custody Arrangements

Digital-Asset Custody — $DOLO (pre-release and post-release). 

As of the date of this prospectus, no tranches have been exercised and no $DOLO tokens have been released under the SPA. Prior to satisfaction of the VWAP milestones and the exercise of the pre-funded warrants, any $DOLO reserved for potential delivery under the SPA will be held in a jointly-controlled, 3-of-4 multi-signature wallet on Arbitrum One and will not be available to the Company. This escrow-style arrangement reflects that the tokens are not released to us unless and until the applicable conditions are met. The multi-signature wallet will be implemented using a widely used multi-sig framework (e.g., a Gnosis Safe) or an institutional MPC wallet solution (e.g., Fireblocks or Fordefi). All Company-controlled private keys will be kept 100% in cold storage, and we will not operate any Company hot wallets for $DOLO under this arrangement. Tokens associated with the SPA are programmatically segregated on-chain in addresses dedicated to this arrangement. There is no commercial insurance policy currently available for this pre-release arrangement, which we believe provides an appropriate level of security until and unless any tokens are released upon milestone achievement and warrant exercise.

If and when any $DOLO is released to the Company upon milestone satisfaction and warrant exercise, we intend to transfer such tokens to an appropriate third-party qualified custodian (for example, Coinbase or BitGo). As of the date of this prospectus, both Coinbase and BitGo support custody infrastructure for $DOLO. As of the date of this Registration Statement, $DOLO (an ERC-20 token primarily on Arbitrum One and compatible networks) is supported for custody by leading institutional-grade custodians, including Coinbase Custody and BitGo. Support for ERC-20 tokens of this type is standard among qualified digital-asset custodians, including through institutional MPC wallets. If suitable third-party custodial support is not available, the released tokens will be held in a Company-controlled institutional MPC wallet (e.g., Fireblocks or Fordefi). Third-party custodial storage profiles (including cold-storage percentages), segregation terms, and any available insurance coverage will depend on the custodian’s offerings at the time; as of the date of this prospectus we have not executed a third-party custody agreement for $DOLO. Upon execution of any such agreement, we will disclose the material terms (including segregation, storage profile, and any insurance) and file the agreement as an exhibit to this registration statement to the extent required by Item 601 of Regulation S-K.

Due to the nature of $DOLO and current market infrastructure, it may be the case that a third-party custodian with specific $DOLO insurance is unavailable; likewise, institutional MPC wallet arrangements typically do not carry separate third-party insurance. Consistent with our overall digital-asset posture, any tokens, if released, will not be used for operating liquidity or to fund our Private Credit or Real Estate segments. The Company does not currently hold or custody any $DOLO tokens.

Status of Warrant Tranches and Exercise Mechanics

As of the date of this prospectus, none of the pre-funded warrant tranches issued pursuant to the Dolomite SPA have become exercisable, as the initial $DOLO 30-day volume weighted average price (“VWAP”) milestone required for tranche eligibility has not been achieved. Accordingly, no warrants have been exercised, no $DOLO tokens have been released to the Company, and the Company has not received any consideration or realized any economic benefit under the arrangement.

Each tranche of warrants becomes eligible for exercise only upon achievement of the applicable contractual milestone, consisting primarily of specified $DOLO 30-day VWAP thresholds. These milestones are based entirely on the future market performance of $DOLO and are outside the Company’s control. Following satisfaction of a milestone, the applicable tranche may become exercisable only at the election of the warrant holder and upon delivery of a valid exercise notice in accordance with the terms of the warrant agreement. Exercise is therefore neither automatic nor guaranteed.

Management currently believes that, if the applicable milestones are achieved at all, achievement would likely occur over a multi-year period, potentially within approximately 24 to 36 months. However, there can be no assurance that any milestone will be achieved within this timeframe, or at all.

In addition, any potential economic benefit associated with future tranche exercises remains subject to significant uncertainties, including regulatory considerations, accounting and financial reporting requirements, establishment of appropriate internal control and compliance frameworks, cybersecurity and custody arrangements, and broader digital asset market conditions. As a result, the warrant tranches should not be viewed as a source of current operating liquidity, financing, or near-term capital resources.

If the applicable milestone conditions for a tranche are not satisfied, such tranche will not become exercisable and may be subject to expiration or cancellation in accordance with the terms of the warrant agreement.

Creation and Supply of $DOLO

Overview and total supply.

  $DOLO is the native governance token of the Dolomite protocol. On April 24 , 2025, the protocol generated the full, fixed supply of 1,000,000,000 $DOLO at its token generation event (“TGE”). We are not the issuer of $DOLO and do not control Dolomite’s supply, tokenomics, governance, or release schedules, which are determined solely by the Dolomite protocol’s governance framework.

  Market capitalization (most recent practicable date).

As of June 26, 2026, CoinGecko reported an indicative market capitalization for $DOLO of approximately $11.31 million, based on a circulating supply of approximately 489.3 million tokens. Market capitalization and circulating supply data are derived from publicly available information and are subject to change based on market conditions, trading activity, and updates to token supply information.

  Initial distribution ratios and release/vesting schedule.

  At TGE, the entire 1,000,000,000-token supply was allocated as follows (categories subject to protocol-controlled release/vesting; we do not control these schedules):

  - Community (airdrop programs, oDOLO emissions, protocol-owned liquidity, ecosystem incentives): 50.75%

- Core Team: 20.21% — 3-year vesting with a 1-year cliff

- Foundation: 10.65%

- Investors: 15.18% — ~1.39% vests over 12 months; ~13.79% vests over 3 years with a 1-year cliff

- Service Providers: 3.00%

- Advisors: 0.21% — 2–3-year vesting with a 1-year cliff

  At TGE, approximately 326,650,000 DOLO and 79,050,000 veDOLO entered circulation (together, ~405.7 million tokens, ~40.5% of total supply). For clarity, some third-party references include locked veDOLO within “circulating” tallies because veDOLO positions are minted at TGE; veDOLO is a governance position distinct from freely transferable DOLO.

  Governance of the protocol (veDOLO, not plain DOLO).

  Governance of the Dolomite protocol is conducted by veDOLO holders (vote-escrowed DOLO), not by plain DOLO holders. veDOLO is obtained by locking DOLO for a specified duration; governance voting weight scales with lock duration under Dolomite’s published governance process (discussion, temperature check, quarterly proposal bundle, on-chain vote). We do not participate in or control Dolomite governance.

  Staking / locking mechanics (veDOLO & oDOLO); unbonding and rewards.

- veDOLO (vote-escrowed DOLO): Users obtain veDOLO by locking DOLO for up to two (2) years. Longer locks confer greater governance voting weight and may confer enhanced liquidity-mining rewards if activated by the DAO. veDOLO positions are represented as transferable NFTs that can be merged or split.

- Early exit: Users may exit a veDOLO position early by paying (i) a fixed 5% burn fee and (ii) a recoup fee that starts at 50% for a two-year lock and decays linearly to 0% as the lock matures.

- Protocol fee sharing (if activated): If approved and activated by the DAO, veDOLO holders may receive a share of protocol-generated fees; any such distributions are governed by the DAO and are outside our control.

- oDOLO (Option DOLO): oDOLO is distributed weekly to active liquidity providers. To convert oDOLO into veDOLO, users pair oDOLO 1:1 with DOLO and lock; the discount ranges from ~5% for a 1-week lock to ~50% for a 2-year lock.

- Company posture: We do not stake $DOLO, do not participate in protocol incentive programs, and do not earn staking- or yield-based returns from $DOLO.

  Transfers, networks, gas and markets.

Transfers of $DOLO across supported blockchain networks require the payment of network transaction fees (“gas fees”), which vary depending on the blockchain used, prevailing network conditions, and transaction requirements, and may increase in connection with transfers across multiple blockchains. Within the Dolomite protocol, $DOLO is generally used for governance and other protocol-related activities, including facilitating liquidity and ecosystem incentives. As described in the risk factors relating to digital-asset custody, market structure and related risks, transactions in $DOLO may be subject to variability in execution costs, network congestion and other operational considerations inherent to blockchain-based systems. The Company does not currently utilize $DOLO in its operations and does not rely on $DOLO transfers for any business activities. Accordingly, the Company does not currently expect that any transaction-related costs associated with $DOLO, if applicable, would be material to its liquidity, financial condition or results of operations, and this disclosure is provided solely to describe certain general characteristics of $DOLO.

Important notes and disclaimers.

We are not the issuer of $DOLO and do not control its supply, release schedules, governance or incentive mechanics. All tokenomics—including allocations, veDOLO/oDOLO parameters, and any fee-sharing—are determined by Dolomite governance and smart contracts outside our control. Third-party market data (including “circulating” definitions, market capitalization, and venue listings) are subject to change and may differ across sources.

The Dolomite Foundation and Digital Asset Strategy

The Dolomite Foundation is a Cayman Islands foundation company established to support the development, governance, and ecosystem growth of the Dolomite protocol. The Foundation operates independently and is not a subsidiary of the Company. There are no shared directors, officers, or controlling persons between the Company and the Dolomite Foundation. In connection with the Company’s digital asset initiatives, the Dolomite Foundation serves as a strategic technology and ecosystem partner. Its role is limited to providing technical documentation and infrastructure support to enable the Company to evaluate the interfacing of its systems with the Dolomite protocol’s open source smart contract framework. The Foundation does not manage, operate, or deploy digital asset activities on behalf of the Company.

Relationship Between the Dolomite Foundation and $DOLO Tokens

The Dolomite Foundation’s relationship to $DOLO tokens is limited to ecosystem stewardship. At the inception of the protocol, the Foundation was allocated approximately 9.65 percent of the total $DOLO supply, which is held in a restricted ecosystem treasury. These tokens may be used by the Foundation, at its discretion, to support protocol development initiatives, community incentives, and security related activities. The Company does not have any ownership interest in, claim to, or control over the Dolomite Foundation’s $DOLO holdings and does not receive $DOLO tokens from the Foundation for operational or financing purposes. References to $DOLO in this prospectus relate solely to its use as in kind consideration under the Dolomite Securities Purchase Agreement and to the Company’s evaluation of potential technology integrations, and not to any digital assets issued, held, or controlled by the Company.

Recent Developments on Financing Strategy 

On November 16, 2025, following a comprehensive review of financing alternatives, our Board of Directors ratified the continued use of: (i) the Series A Preferred Stock facility (up to 81,250,000 shares at $0.25 per share, ~$2.5–$3.0 million remaining); and (ii) the $100 million Loan Agreement with Stewards International (8.0% interest, warrants at $0.76/share). The Board determined these are the only viable funding sources currently available. The Board concluded that continued reliance on affiliate financing is necessary to fund operations and growth. Management was directed to cease Series A issuances upon full authorization and to pursue the Loan Agreement only until superior third-party terms are secured.

No external financing alternatives were identified despite active exploration. The company’s bridge raise in 2024 raised $4.3 million but short of the $6 million needed at the time and the offering amounts raised were matched dollar-for-dollar by affiliates of the company. The company could not reach an acceptable agreement for a larger raise with investment bank backing. The company continues to seek the best forms of financing available to it, and lacking available alternatives, plans to use the current financing sources described above.

Revenue Model and Distribution by Offering

We generate revenue through two primary business lines: (i) merchant cash advances and related financing solutions for small and medium-sized businesses, and (ii) real estate activities, including the leasing of residential and commercial spaces and the potential sale of condominium units . For each of these offerings, our revenue model is defined by the contractual terms of our agreements, and our ability to reach customers and counterparties is supported by a mix of direct marketing, referral networks, broker relationships, and strategic partnerships. The following provides a detailed description of how we generate revenue, the types of agreements that govern these activities, our distribution methods, and the degree of customer concentration associated with each line of business.

Merchant Cash Advances (MCAs)

•         Revenue Model: We generate revenue from MCAs primarily through factor rates applied to the purchase of future receipts. These receipts are remitted by merchants via daily or weekly automated debits until the purchased amount is satisfied.

•         Related Agreements: Each MCA is documented by a standardized purchase and sale agreement, which sets forth the advance amount, purchased receipts amount, remittance schedule, and factor rate. In Direct Funding MCA transactions, we may also act as servicer under master participation agreements, earning servicing fees, retained participations, and profit allocations. Master participation agreements generally provide that we manage collections and distribute remittances, with servicing compensation paid on a priority basis.

•         Distribution: Applications are sourced through direct marketing, referrals, industry partnerships, and independent sales organizations (ISOs). ISOs submit merchant applications under broker agreements, which typically provide for referral compensation based on funded amounts.

•         Customer Dependence: Our MCA activities are diversified across a large number of small and medium-sized businesses. We are not dependent on any single merchant or a small group of merchants, and no individual customer accounts for a material portion of our MCA revenues.

Real Estate Activities

•         Revenue Model: Our real estate strategy contemplates generating revenue from both (i) recurring rental income from residential and commercial leases and (ii) the marketing and sale of condominium units. At present, our revenues are derived exclusively from rental income, which is generated under tenant lease agreements providing for monthly rental payments, security deposits, and customary landlord protections. While the marketing and sale of condominium units remain part of our long-term strategy, no condominium sales have been completed to date, and no revenue has been recognized from condominium transactions.

•         Related Agreements: Leasing revenue is governed by lease agreements that specify rental rates, term lengths, renewal options, and maintenance obligations. In the future, condominium sales will be documented through purchase and sale agreements that define purchase price, deposit requirements, and closing conditions.

•         Distribution: We market rental opportunities through broker networks, digital and traditional advertising campaigns, referral programs, and on-site promotional activities directed at potential tenants. In anticipation of future condominium sales, we also maintain marketing infrastructure that can be extended to prospective buyers. In certain cases, we establish relationships with co-investors and developers through joint ventures or co-investment agreements to support property development and positioning.

•         Customer Dependence: While real estate revenues are inherently more concentrated by project than our MCA activities, we maintain a diversified base of tenants across properties, which reduces reliance on any single tenant. We are not dependent on any single tenant, buyer, or co-investor for our real estate activities.

Distribution

Our financing solutions are marketed and distributed through both direct channels and independent sales organizations (ISOs). A significant percentage of our MCA deal flow is sourced through ISOs, who submit merchant applications to us under broker agreements. The broker agreement governs the key terms of the relationship between the ISO and the funder. The key terms of the agreement include commission structures, exclusivity and lead ownership and confidentiality. ISO’s are paid a commission for referring a deal and are often fully involved in closing the deal with the merchant. The ISO is only paid the commission once the deal is funded.

We also acquire customers directly through online marketing, referrals, and industry partnerships. We are not dependent on any single customer or a small group of customers for our financing or real estate activities. Our customer base is diversified across a wide range of merchants, developers, and investment partners, which reduces concentration risk and limits dependence on any individual relationship.

Our real estate activities currently generate revenue solely from the leasing of residential and commercial spaces within our projects. Leasing revenue is supported by marketing efforts directed at potential tenants, which may include broker networks, digital and traditional advertising, referral programs, and on-site promotional campaigns. While our long-term real estate strategy also contemplates revenue from the marketing and sale of condominium units, no such sales have yet occurred. Compared to our MCA distribution network, real estate revenues are more concentrated by project, but we maintain a diversified base of tenants across properties, which reduces reliance on any single party.

Potential Implications of Controlled Company Status

We have a multi-class voting structure under which Vincent Napolitano, Shaun Quin, and Glen Steward (the “Original Board Members”), through a Voting Agreement dated August 25, 2025, governing 10,000,000 shares of Series B Preferred Stock held by Forfront Capital, LLC, collectively control approximately 87% of the voting power of the Company. Each share of Series B Preferred Stock is entitled to 50 votes on any matter submitted to shareholders, while each share of common stock is entitled to one vote. As a result, we would qualify as a “controlled company” under the rules of a national securities exchange or other eligible market if our common stock were to be become listed or quoted on such market and applicable ownership thresholds are satisfied. We do not currently satisfy the listing standards of any national securities exchange, and there can be no assurance that our common stock will ever be listed on a national securities exchange or quoted on another eligible market.

As of the date of this prospectus, the Original Board Members collectively control approximately 87% of the total voting power of the Company. To maintain this level of voting control, the Original Board Members would need to retain voting power over all 10,000,000 outstanding shares of Series B Preferred Stock, assuming no additional shares are issued or converted.

In addition to the Voting Agreement, the Company's President holds an irrevocable proxy to vote the Series B shares in accordance with the Original Board Members’ direction. The irrevocable proxy and Voting Agreement are effective for 15 years (with the ability to extend) and terminate only upon mutual agreement, no outstanding Series B shares, or the dissolution of the Company. This structure effectively gives the Original Board Members perpetual voting control unless the proxy is revoked or the shares are converted or sold in a manner that terminates the agreement.

Conversion of Series B Preferred Stock into common stock is optional after five years from issuance and is not mandatory unless otherwise agreed by the holder. Upon conversion, each share of Series B Preferred Stock converts on a one-for-one basis into common stock, resulting in dilution to existing common stockholders due to the issuance of new common shares, which increases the total number of outstanding common shares and reduces the proportional ownership of existing common stockholders. Additionally, the converted shares will carry only one vote each instead of 50 votes, which reduces the voting power previously associated with the Series B Preferred Stock. There are no mandatory conversion provisions upon transfer, death of a holder, or intra-family transfers; the high-vote rights remain with the shares unless converted at the holder’s option after the five-year period. There are no sunset provisions that automatically terminate or reduce the high-vote rights over time. 

Our Original Board Members will have the ability to control the outcome of matters submitted to the shareholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets.

Under the rules of certain national securities exchanges, a company of which more than 50% of the voting power for the election of directors is held by an individual, group, or another company may qualify as a “controlled company” and would be permitted to elect to rely on certain exemptions from the obligation to comply with certain corporate governance requirements, including:

•  the requirement that a majority of the board of directors consisting of independent directors;

•  the requirement that a listed company having a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•  the requirement that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•  the requirement for an annual performance evaluation of the nominating and governance committee and compensation committee;

On the other hand, a controlled company must still comply with the exchange’s other corporate governance standards. These include having an audit committee and the special meetings of independent or non-management directors. If we are ever deemed a “controlled company,” we would be permitted to elect not to comply with certain corporate governance requirements. Although we would be eligible to rely on these exemptions, we would not intend to do so, even if we are deemed a controlled company.

We have appointed independent directors (Zachary Graeve, Wael Barsoum and John Bode) and established fully independent committees to ensure robust oversight and enhanced protections for our shareholders. Separately, the Board has approved and implemented a new leadership structure and Board composition pursuant to a Transition and Separation Agreement with Vincent Napolitano. Under these actions, Vincent Napolitano has transitioned from Chief Executive Officer to Chairman Emeritus, Glen Steward has assumed the role of Chairman of the Board, and Shaun Quin has assumed the role of Chief Executive Officer while continuing to serve as a Director. Vaughan Korte (Chief Operating Officer), Katy Murless (Chief Financial Officer), and Scott McGowan (Chief Marketing Officer) continue to serve in their respective executive roles.

Wael Barsoum will continue his role as an Independent Director and Chair of the Compensation Committee, Zachary Graeve will continue his role as an Independent Director and Chair of the Nominating and Corporate Governance Committee, and John Bode will continue his role as an Independent Director and Chair of the Audit Committee. Following the leadership transition and Mr. Napolitano’s resignation from the Board, the Board functions as a majority-independent board.

However, we may elect to rely on available controlled company exemptions in the future if applicable, and if we do, shareholders may not have the same protections afforded to shareholders of companies subject to all corporate governance requirements applicable to non-controlled companies. See “Risk Factors – Our potential controlled company status and the concentration of voting power among our Founders could limit your ability to influence corporate matters” and “Description of Capital Stock” for a more detailed discussion of the corporate governance exemptions available to us as a controlled company and our current intention not to rely on any of these exemptions.

Name Change

On August 7, 2025, the Board of Directors and a majority of shareholders of the Company approved a change in the name of the Company from Favo Capital Inc. to Stewards, Inc. On November 14, 2025, the Company’s previously announced corporate actions became effective, including its change of name from Favo Capital, Inc. to Stewards, Inc. and the corresponding change of its trading symbol from “FAVO” to “SWRD.”

Reverse Stock Split

On August 7, 2025, our board and a majority of our shareholders approved a reverse stock split within the range of 1-for-2 to 1-for-100 of our issued and outstanding shares of common stock and authorized the Board, in its discretion, to determine the final ratio in connection with the reverse stock split. On November 6, 2025, however, the Company’s board of directors resolved to abandon the reverse stock split. As such, the Company withdrew its application for a reverse stock split with FINRA.

Summary Risk Factors

Investing in our securities involves risks. You should carefully consider the risks described in the “Risk Factors” section beginning on page 41  before deciding to invest in our securities. If any of these risks actually occur, our business, financial condition and/or results of operations would likely be materially adversely affected. In each case, the trading price of our securities would likely decline, and you may lose all or part of your investment. The following is a summary of some of the principal risks we face:

Risks Related to Our Financial Condition

Risks Related to Our Private Credit Business and Industry

·         Our growth may not be sustainable and depends on our ability to attract new customers, retain revenue from existing customers and increase sales to both new and existing customers.

·         We are subject to risks relating to the availability of capital to fund SMB customers, the ability of our customers to generate sales to remit receipts, general macroeconomic conditions, legal and regulatory risks and the risk of fraud.

·         Merchant cash advance businesses have historically been, and may in the future remain, more likely to be affected or more severely affected than large enterprises by adverse economic conditions.

·         If merchants provide information to us that is incorrect or fraudulent, we may misjudge a merchant’s qualification to receive a cash advance and as a result, their operating results as well as ours may be harmed.

·         An increase in customer defaults rates may reduce overall profitability.

·         Provision for credit losses is determined based upon both objective and subjective factors and may not be adequate to absorb losses. Merchants may fail to deliver cash advanced income in full.

·         Investors have risks from inflation and from deflation.

·         Merchant cash advance businesses may be unable to collect cash advance income on the cash advances made to customers.

·         We may not be able to successfully implement our growth strategy on a timely basis or at all.

·         The merchant cash advance industry is not currently pervasively regulated, however, future regulations or in the way future regulations are applied to the merchant cash advance industry could adversely affect our business.

·         Determination by a legislative or judicial body that a cash advance is a loan, rather than a purchase of future receipts, will adversely affect the merchant cash advance business and Company's business.

·         Many of our specialty finance investment transactions involve borrowers about which little, if any, information is publicly available, which may impair our ability to identify borrowers able to repay our advances and adversely affect the price of our publicly traded securities.

·         Failure to continue to innovate and respond to evolving technological changes may reduce demand for cash advances.

·         Due diligence in merchant cash advance transactions is not as stringent as that of traditional loans, which presents a greater risk of fraud and inaccurate valuations.

·         Our growth strategy involves building on our success in financial solutions, which may present risks and challenges that we have not yet experienced.

·         The markets in which we participate are highly competitive. We may not be able to compete successfully against current and future competitors.

·         The impact of worldwide economic conditions such as inflation and changes in interest rates, including the resulting effect on the operations of and spending by SMBs and on consumer spending, may adversely affect our business, operating results and financial condition.

·         Our business could be harmed if we fail to manage our growth effectively and efficiently.

·         Our brand is integral to our success. If we fail to effectively maintain, promote and enhance our brand, our business and competitive position may be harmed.

·         Our growth depends in part on the success of our strategic relationships with third parties.

·         Security breaches, denial of service attacks, or other hacking and phishing attacks on our systems or other security breaches, including internal security failures, could harm our reputation or subject us to significant liability, and adversely affect our business and financial results.

·         System failures, interruptions, delays in service, catastrophic events, inadequate infrastructure and resulting interruptions in the availability or functionality of our platform could harm our reputation or subject us to significant liability, and adversely affect our business and financial results.

·         Interruptions or other issues in the proper functioning of or upgrades to our information technology systems could cause disruption to our operations.

·         We store personal and other information of our partners, our customers and their consumers and our employees. If the security of this information is compromised or is otherwise accessed without authorization or is perceived to be compromised or accessed without authorization, our reputation may be harmed, and we may be exposed to liability and loss of business.

·         Significant increases in the cost or decreases in the availability of the insurance we maintain could adversely impact our financial condition.

·         Because we are a “Smaller Reporting Company,” we may take advantage of certain scaled disclosures available to us, resulting in holders of our securities receiving less company information than they would receive from a public company that is not a Smaller Reporting Company.

·         Our reliance on syndication partners and contractual arrangements for funding MCAs exposes us to risks if such partners reduce participation, fail to perform, or terminate agreements

·         Our dependence on ISOs and other third-party distribution partners for a significant portion of originations subjects us to risks relating to partner performance, regulatory compliance, customer quality, and potential concentration of deal flow.

·            Our use of AI, machine learning, and automated tools, together with reliance on third-party data providers, exposes us to risks involving accuracy, operational continuity, data security, and regulatory scrutiny, any of which could materially affect our ability to underwrite, detect fraud, and manage credit risk.

·            Our debt financing arrangement with Stewards International Funds PCC (on behalf of the Stewards Private Credit Fund) increases our fixed debt obligations and may result in shareholder dilution upon the future exercise of associated warrants.

Risks Related to Our Real Estate Business and Industry

·         Because we have limited operating history in real estate relative to more established participants, we may face challenges in executing and scaling our strategy, which could materially and adversely affect our results.

·         Because repositioning, redevelopment, or execution of our real estate investment strategy may involve construction risk, leasing challenges, regulatory delays, or cost overruns, we may not achieve anticipated returns, and our results of operations and financial condition could be materially and adversely affected.

·         Because the value of our properties securing mortgage loans may decline due to market conditions, operational performance, or other factors, the collateral may not be sufficient to repay the indebtedness in the event of a foreclosure or forced sale, which could materially and adversely affect our financial condition and results of operations.

·         Because our ability to grow our real estate portfolio depends on sourcing and successfully closing attractive acquisitions on favorable terms, any inability to identify, negotiate, or complete acquisitions in a timely manner, or at expected values, could adversely affect our growth strategy and financial results.

·         Because our real estate portfolio is concentrated in select geographic markets, our operating results are subject to local economic conditions, regulatory environments, and real estate market trends in those areas, and adverse developments in these markets could disproportionately affect our performance and financial results.

·         We face competition from established real estate owners, operators, and developers with greater resources, market presence, and operating experience, which may limit our ability to source acquisitions, attract tenants, achieve favorable lease terms, or realize our business objectives.

·         The valuation of our real estate assets is inherently uncertain and may not accurately reflect the prices we could realize upon sale or refinancing, which could result in material differences between reported values and actual transaction outcomes.

·         Market rents and real estate sales prices are subject to fluctuations driven by local supply and demand dynamics, interest rate environments, capital market conditions, and broader economic cycles, and such volatility could materially impact our rental income, asset valuations, and the proceeds we realize upon a sale or refinancing.

·         Our real estate revenues depend on our ability to successfully attract condominium buyers and tenants through broker networks, advertising campaigns, referrals, and promotional efforts, and any failure or increased cost in executing these strategies could materially impact sales velocity, occupancy rates, and pricing power.

Risks Related to 1818 Park

·         We may be unable to obtain an extension or refinancing of the matured mortgage loan on 1818 Park, which could result in foreclosure and loss of the property.

·         Our exposure to floating interest rates increases our sensitivity to changes in market rates, and rising interest rates could significantly increase our debt service costs, reduce cash flow, and adversely affect our financial condition.

·         Our ability to generate rental income depends on maintaining high occupancy levels and stable tenant performance, and any decline in occupancy, increased lease turnover, or tenant defaults could reduce cash flows and adversely affect our financial condition.

·         A significant portion of our rental income is derived from a limited number of tenants, and if these tenants experience financial difficulties, default on their leases, or choose not to renew, our revenues could be materially and adversely affected.

·         Our financial performance is heavily influenced by local market conditions and broader economic trends, and adverse changes in employment levels, consumer demand, interest rates, or the supply of competitive properties could materially and adversely affect occupancy rates, rental income, and property values.

·         We may require additional capital to support operations, fund improvements, or meet debt service obligations, and if we are unable to generate sufficient cash flow from the property or access financing on favorable terms, our liquidity could be constrained, forcing us to defer capital projects, seek dilutive equity, or dispose of assets under unfavorable conditions.

·         Our ownership and operation of 1818 Park exposes us to property-specific risks, including physical condition issues, unanticipated capital expenditures, changes in local market demand, competition from nearby properties, and compliance with zoning, building, and environmental regulations, any of which could increase costs, reduce occupancy, or adversely affect the value and cash flow of the property.

·         Integration of 1818 Park into our broader company operations may present challenges, including aligning property management systems, financial reporting, compliance controls, and strategic priorities, which could increase costs, divert management attention, or limit our ability to realize expected synergies.

·         Our acquisition of 1818 Park through a stock-for-liabilities transaction and the subsequent exchange of EB-5 investor interests for equity expose us to risks related to leverage, dilution, regulatory oversight, and investor relations.

·         Because we have limited operating history in real estate relative to more established participants, we may face challenges in executing and scaling our strategy, which could materially and adversely affect our results.

·         Because repositioning, redevelopment, or execution of our real estate investment strategy may involve construction risk, leasing challenges, regulatory delays, or cost overruns, we may not achieve anticipated returns, and our results of operations and financial condition could be materially and adversely affected.

·        Because the value of our properties securing mortgage loans may decline due to market conditions, operational performance, or other factors, the collateral may not be sufficient to repay the indebtedness in the event of a foreclosure or forced sale, which could materially and adversely affect our financial condition and results of operations.

·        Because our ability to grow our real estate portfolio depends on sourcing and successfully closing attractive acquisitions on favorable terms, any inability to identify, negotiate, or complete acquisitions in a timely manner, or at expected values, could adversely affect our growth strategy and financial results.

·        Because our real estate portfolio is concentrated in select geographic markets, our operating results are subject to local economic conditions, regulatory environments, and real estate market trends in those areas, and adverse developments in these markets could disproportionately affect our performance and financial results.

·        We face competition from established real estate owners, operators, and developers with greater resources, market presence, and operating experience, which may limit our ability to source acquisitions, attract tenants, achieve favorable lease terms, or realize our business objectives.

·        The valuation of our real estate assets is inherently uncertain and may not accurately reflect the prices we could realize upon sale or refinancing, which could result in material differences between reported values and actual transaction outcomes.

·        Market rents and real estate sales prices are subject to fluctuations driven by local supply and demand dynamics, interest rate environments, capital market conditions, and broader economic cycles, and such volatility could materially impact our rental income, asset valuations, and the proceeds we realize upon a sale or refinancing.

·        Our real estate revenues depend on our ability to successfully attract condominium buyers and tenants through broker networks, advertising campaigns, referrals, and promotional efforts, and any failure or increased cost in executing these strategies could materially impact sales velocity, occupancy rates, and pricing power.

Risks Related to the Dolomite Transaction and the Company’s Digital-Asset Activities

•        The Company’s recent transaction involving digital tokens presents unique risks, including volatility, valuation uncertainty, and evolving regulatory treatment.

•        Should the Company receive consideration under the Securities Purchase Agreement are tied to the market value of a single digital token, significant volatility in the $DOLO token price could lead to unpredictable funding levels, valuation changes, and potential tax or liquidity impacts that may adversely affect the Company’s financial condition.

•        Tokens that may be issued under the SPA would be subject to contractual, market, and regulatory restrictions that may delay or prevent their conversion into cash or other usable assets, constraining the Company’s ability to fund operations, repay obligations, or deploy capital in accordance with its strategic objectives.

•        Because digital-asset custody depends on emerging technologies and valuation relies on prices from non-regulated markets, the Company may encounter risks related to loss, misstatement, or differing interpretations of applicable accounting standards, which could lead to delays, restatements, or increased audit scrutiny.

•        As regulatory expectations evolve and public scrutiny of digital-asset participation increases, the Company’s association with token-based financing and blockchain initiatives may result in heightened compliance review, delays in listing approval, or negative investor perception, any of which could impact access to capital and market valuation.

•        Because any future delivery and custody of tokens under the Securities Purchase Agreement depend on the performance and reliability of the Dolomite Foundation and its designated escrow agents, any operational failure, insolvency, or breach by those parties could result in delayed funding, loss of tokens, or limited ability to enforce contractual rights.

•        Changes in tax or financial-reporting treatment of digital-asset transactions could increase the Company’s tax liabilities, create reporting mismatches, or require restatements.

•        If the Company receives digital assets in the future, failures, vulnerabilities, or cyberattacks affecting blockchain networks or custody systems could result in loss, impairment, or misstatement of such assets.

•        If the Company receives token holdings under the Securities Purchase Agreement that are limited to $DOLO, a single digital asset issued by a third-party platform, adverse movements in the digital-asset market or unfavorable regulatory developments affecting similar tokens could have a disproportionate impact on the Company’s liquidity, valuation, and overall financial condition.

•        Changes in accounting or classification standards for digital assets could require the Company to revise its financial reporting, resulting in restatements or compliance costs.

•     Digital-asset custody exposes us to counterparty insolvency and bankruptcy risk; if a custodian becomes insolvent, our access to, or recovery of, any $DOLO could be delayed, limited or lost.

Risks unique to $DOLO and other digital assets that may be received under the Dolomite SPA

•         Protocol and DAO governance risk (veDOLO).

•         Token supply, unlock, and concentration risk.

•         Cross-chain and bridge risk.

•         Smart-contract and network-level risk (gas, congestion, forks).

•         Market-structure and liquidity risk.

•         Regulatory and enforcement uncertainty.

•         Fair-value measurement and accounting/tax developments.

•         Custody and insurance limitations.

Risks Related to Acquisitions

Risks Related to Our Management and Control Persons 

·         We rely heavily on our management, and the loss of their services could adversely affect our business.

·         Our potential controlled company status and the concentration of voting power among our Founders could limit your ability to influence corporate matters.

·         If we are unable to attract and retain qualified personnel, especially our design and technical personnel, we may not be able to execute our business strategy effectively.

•  We have recently undergone a significant leadership transition, which may create operational uncertainty and could adversely affect our business.

·         Provisions in the Nevada Revised Statutes and our Bylaws could make it very difficult for an investor to bring any legal actions against our directors or officers for violations of their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in any such actions.

·         Our officers and directors have limited experience managing a public company.

Risks Related to Legal Uncertainty

·         Claims made against us from time to time can result in litigation that could distract management from our business activities and result in significant liability or damage to our brand.

·         We may be classified as an inadvertent investment company if we acquire investment securities in excess of 40% of our total assets.

·         We may be subject to tax and regulatory audits which could subject us to liabilities.

·         Changes in regulations or user concerns regarding privacy and protection of user data, or any failure to comply with such laws, could adversely affect our business.

·         Nevada law and certain anti-takeover provisions of our corporate documents could entrench our management or delay or prevent a third party from acquiring us or a change in control even if it would benefit our shareholders.

·         If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us and, as a result, the value of our common shares.

·         Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

·         Deficiencies in disclosure controls and procedures and internal control over financial reporting could result in a material misstatement in our financial statements.

·         There may be deficiencies with our internal controls that require that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions by the SEC.

·         We may be unable to protect our intellectual property from infringement by third parties, and the third parties may claim that we are infringing on their intellectual property, either of which could materially or adversely affect us.

·         We may be exposed to liabilities under the Foreign Corruption Practices Act and any determination that we violated these laws could have a materially adverse effect on our business.

Risks Related to Our Securities

Risks Related to the Market for our Stock

Risks Relating to this Offering

Corporate History

We were incorporated on July 12, 1999, in the State of Nevada under the name “Beeston Enterprises Ltd.” Since the middle of 2006 to 2014, the Company has been in the exploration stage, primarily engaged in the acquisition, exploration, and development of mining properties.

On October 4, 2018, the District Court of Nevada appointed Custodian Ventures, LLC as custodian for Beeston Enterprises Ltd., proper notice having been given to the officers and directors of Beeston Enterprises Ltd. There was no opposition. The custodianship was granted by the court because the prior officers and directors of Beeston Enterprises Ltd. had abandoned its business and had failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets in accordance with Chapter 78 of the Nevada Revised Statutes.

On October 12, 2018, we filed a certificate of reinstatement with the state of Nevada, and appointed David Lazar as President, Secretary, Treasurer and Director.

On March 5, 2003, we filed an SB-2 registration statement. On October 29, 2018, we filed a Form 15 with the Securities and Exchange Commission to suspend the Company’s Section 15(d) reporting obligations under the Exchange Act.

On December 12, 2018, Custodian Ventures, LLC sold (i) the 25,000,000 shares of Series C Preferred Stock to Vincent Napolitano, (ii) 5,000,000 shares of common stock to Liro Holdings, LLC, and (iii) 468,350,000 shares of common stock to Favo Group, LLC for an aggregate purchase price of $175,000. At this point there was a change of control of our company and David Lazar resigned as President, Secretary, Treasurer and Director and Vincent Napolitano was appointed as President, Secretary, Treasurer and Director.

On December 26, 2018, we changed our name to Favo Realty, Inc. and we received a market effective from FINRA on January 9, 2019. At the time, we were a real estate investment company, intending to invest in a diversified portfolio of quality commercial real estate properties and other real estate investments located throughout the United States and Puerto Rico.

On January 9, 2019, we received a market effective date from FINRA for a 1-for-50 reverse stock split on our common stock outstanding, as well as a change in symbol to “FAVO.”

On April 6, 2019, we acquired RLT Atwood, a cryptocurrency mining operation listed on Merj Exchange (Seychelles Stock Exchange) with its mining operations in Sweden and created FAVO Blockchain Inc.

On January 31, 2020, we entered into a stock purchase agreement with Basebay, LLC. Pursuant to the agreement, we sold Favo Blockchain Inc., our wholly owned subsidiary, to Basebay, LLC. With this transaction, we no longer operate in the crypto-currency industry.

On September 2, 2020, we changed our name from Favo Realty, Inc. to Favo Capital, Inc., which is the point at which our business changed from a real estate investment company, to a private credit company providing alternative financing solutions to small and medium-sized businesses (SMBs) across the United States.

On May 31, 2023, we entered into an acquisition and financing agreement between the principals of FAVO Group and Stewards Investment Capital Limited. As part of the acquisition, the principals of FAVO Group transferred 100% of their membership interest in Favo Group LLC, FAVO Group Human Resources, LLC, FAVO Funding LLC, Honeycomb Sub Fund LLC, FORE Funding LLC, FORE Funding CA LLC and FAVO Funding CA LLC into our company. These consolidation entities with Stewards, Inc. are referred to herein as the “FAVO Group of Companies.” Stewards Investment Capital Limited will also serve on the advisory board for a 3 year term and for these services they will receive 15,000,000 shares of the Company’s common stock.

Business activities of the entities acquired through common control is as follows:

•  Favo Group LLC- Acted as the management company and tasked with ensuring smooth operations across all entities.

•  Favo Funding LLC- Direct Merchant Cash Advance Funder.

•  Stewards Inc syndicated deals with FAVO Funding LLC.

•  Honeycomb Sub Fund LLC- Funding company that participates on deals with other third-party funders.

•  Fore Funding LLC- The sales office for FAVO Funding LLC and also acts as broker for other third-party funders.

•  Favo Funding CA LLC- Direct Merchant Cash Advance Funder for businesses in California state, no activity for the periods presented.

•  Fore Funding CA LLC- Sales office for business in California state, no activity for the periods presented.

•  Favo Group Human Resources LLC- Payroll processing for Stewards Inc.

As consideration for the acquisition, the Company will pay $14,200,000 in cash, Senior Secured Notes and equity to an entity (FAVO Holdings LLC) owned by the previous members, namely Shaun Quin and Vincent Napolitano.

The Company raised the financing for this transaction by selling 18 million shares of its Series A Preferred Stock at $0.25 for total of $4,500,000. $4,500,000 in cash has been paid to the principals of FAVO for the transfer of their membership. $2,500,000 of this financing was paid on the closing date of this transaction. The remaining $2,000,000 was paid as follows: $1,250,000 on August 31, 2023, and the remaining $750,000 on October 26, 2023.

The Company currently has an outstanding debt note from its acquisition of the FAVO Group of Companies, dated June 1, 2023, in the aggregate principal face value amount of $4,700,000, which requires payments of $1,500,000 on May 31, 2024, which has been made, $1,600,000 due on May 31, 2025 which has been paid, and the final payment due on May 31, 2026, for $1,600,000. The interest rate per annum is variable on the three payments of 6%, 3% and 1%, respectively.

On June 7, 2023, we filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Articles of Incorporation to increase our authorized shares of preferred stock from 25,000,000 shares to 50,000,000 shares, par value $0.0001 per share. The Amendment did not increase our authorized shares of common stock, which remained at 500,000,000 shares, par value $0.0001 per share.

On November 27, 2023, we filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Articles of Incorporation to increase our authorized shares of preferred stock from 50,000,000 shares to 100,000,000 shares, par value $0.0001 per share. The Amendment did not increase our authorized shares of common stock, which remained at 500,000,000 shares, par value $0.0001 per share.

On November 29, 2023, we filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Certificate of Designation for the Series C Preferred Stock to decrease our authorized shares of Series C preferred shares from 25,000,000 shares down to 18,750,000 shares.

On November 29, 2023, we filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Certificate of Designation for the Series A Preferred Stock to increase our authorized shares of Series A preferred shares from 20,000,000 shares up to 81,250,000 shares.

On January 2, 2024, the Company completed the acquisition of the proprietary software platform and call center operations of LendTech CRM Solutions LLC, Believe PMF EIRL, and DBOSS Funding, LLC (collectively, the “Simplified Acquisition”). We refer to this transaction as the “Simplified Acquisition” because it involved the purchase of a group of affiliated businesses and assets (together, the “Simplified Companies”) through a single coordinated transaction structure, rather than separate acquisitions of each entity. The total consideration for the Simplified Acquisition was approximately $2,167,996, consisting of 1,000,000 shares of the Company’s restricted common stock issued at closing, an additional 2,000,000 shares to be issued on each of the first and second anniversaries of the closing date, $400,000 in cash, and $692,469 in deferred consideration measured at fair value. Of this total, approximately $1,650,000 represented the consideration paid specifically for the proprietary software platform and call center operations. Based upon the timing of the Simplified Acquisition, the Company’s consolidated financial statements for the year ended December 31, 2024 reflect the results of Stewards for the portion of the period after the completion of the Simplified Acquisition. The Company’s consolidated financial statements for the year ended December 31, 2023 do not reflect the results of the Simplified Companies.

The Simplified Companies are engaged in the business of using proprietary software and call centers in the Dominican Republic and Florida to offer secured and unsecured financial products and services to clients with funders across the United States. The business generates revenue primarily from commissions earned from funders.

The primary reason for the business combination was to grow our direct funding business and improve overall margins by leveraging the synergies between the Company and the Simplified Companies.

In connection with our operations, we entered into a Business Commission Agreement dated December 21, 2023, with Robinpaws, LLC, a Florida limited liability company solely owned by Robin Nadeau-Camus. The agreement was a condition of a larger asset purchase transaction and provides for a four-year term. Under the original agreement, Robinpaws agreed to refer new business clients to Favo Capital, Inc. in exchange for a combination of fixed annual compensation and commissions.

On January 24, 2025, the agreement was amended to significantly modify the compensation structure, particularly for renewals and lender bonuses. The amendment introduced a new two-tiered structure for renewals, whereby a 50% commission is paid only if the renewal falls within specific qualifying categories, such as renewals with the same lender paying off an existing position, LOC or equipment financing arrangements, collateral-based programs, or one-position payoffs. Renewals not meeting these criteria are treated as “new business” and paid at the tiered new business commission rates of 0.75% or 1.25%. The amendment also reduced the commission on lender bonuses and professional service fees from 50% to 30%. All other material terms of the original agreement remained in effect.

During the year ended December 31, 2023, the agreement generated no commission expense. For the year ended December 31, 2024, the agreement generated approximately $489,557 in commission expense. For the six months ended June 30, 2025, the agreement generated approximately $312,616 in commission expense. 

On February 15, 2024, the Company filed with the Secretary of State of the State of Nevada Amended and Restated Articles of Incorporation.

On September 9, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain purchasers (the “Purchasers”) for the purchase and sale of Company’s securities. In an initial closing, the Company issued 8,000,000 of the Common Units, each such Common Unit consisted of one share of the Company’s common stock with a par value $0.0001 per share (“Common Stock”), common warrants (“Warrants”) to purchase one Common Stock, for every one share of common stock purchased and a pre-funded warrant (“Pre-funded Warrant”) to purchase 3/200th share of Common Stock purchased. Pursuant to the Securities Purchase Agreement, the Common Units were sold at a purchase price of $0.25 per share, with five-year Warrants having exercise price of $0.40 per share and the Pre-funded Warrants having exercise price of $0.0001 per share.

The sale of the Units to the Purchasers closed on December 12, 2024. The aggregate gross proceeds to the Company from the December 2024 offering were approximately $2,000,000 before deducting placement agent fees and expenses and other transaction costs of $207,600.

On May 8, 2025, the Company signed subscription agreements with Stewards International Funds PCC to purchase 32,000,000 shares of Series A preferred shares for a total investment of $8,000,000.  

On May 9, 2025, Vincent Napolitano, our officer, director and large shareholder of the Company issued a notice of conversion to our company to convert 18,750,000 shares of his Series C Preferred Stock into 18,750,000 shares of our company’s common stock, as provided for under the Certificate of Designation, as amended, for the Series C Preferred Stock.

On the same date, we instructed our transfer agent to convert the 18,750,000 shares of Series C Preferred Stock into common stock and, as per the instructions of Mr. Napolitano, to issue 18,750,000 new shares of common stock to entities related to our officers and directors, as follows:

VK Nap Family (10,359,375 shares)

S & T Quin Family Limited Partnership (5,578,125 shares)

Stewards Investment Capital (2,812,500 shares)

As a result of the above conversion, there are no outstanding shares of our Series C Preferred Stock and there has been an increase in our outstanding shares of common stock of 18,750,000 shares.

On July 11, 2025, the Company entered into and closed on three separate membership interest purchase agreements (“MIPAs”), two of which were for the purchase of all of the outstanding membership interests in Block 40 Investments Holdings, LLC and Block 40 Managers, LLC (the “Block 40 Entities”) from the member owners of the Block 40 Entities and the last for the purchase of all of the outstanding membership interests that Hollywood Circle Capital, LLC held in Block 40, LLC (the “Transaction”). In exchange, the Company agreed to issue an aggregate of 62,673,215 shares of our restricted common stock to the member owners of the Block 40 Entities pro rata to their holdings, valued at $0.76 per share, and for the membership interests that Hollywood Circle Capital, LLC held in Block 40, LLC.

The Block 40 Entities and Hollywood Circle Capital, LLC own 100% of the membership interests of Block 40, LLC (“Block 40”). Block 40 owns 1818 Park, a modern, mixed-use development that features residential, office, and retail components. The property, detailed at 1818Park.com, is a newly built, stabilized asset boasting high occupancy and long-term lease agreements across its tenant base, offering durable cash flow and positioning Stewards in the heart of Young Circle, one of South Florida’s most vibrant commercial hubs.

On July 14, 2025, the Company signed subscription agreements with Forfront Capital LLC to purchase 1,000,000 shares of Series A preferred shares for a total investment of $250,000.

In a second closing under the initial Securities Purchase Agreement dated September 9, 2024, the Company issued 1,750,000 Common Units to the Purchasers. Each Common Unit was sold at a purchase price of $0.25 per share and consisted of one share of common stock, a five-year warrant exercisable at $0.40 per share, and a pre-funded warrant exercisable at $0.0001 per share. The sale of the Common Units closed on July 30, 2025, resulting in aggregate gross proceeds of approximately $437,500, before deducting placement agent fees, expenses, and other transaction costs totaling $51,350.

Pursuant to the terms of the initial Securities Purchase Agreement, the Company subsequently issued an additional 5% in common stock and 5% in warrants to all participants from both the first and second closings, in connection with an extension of the effectiveness deadline to December 31, 2025. As a result, the Company issued 487,500 shares of common stock and warrants to purchase 487,500 shares of common stock to the investors.

Effective August 1, 2025, the Company transferred its 100% interest in FC Sub Fund LLC (the “VIE”) to Forfront Capital LLC for a consideration of $1. Forfront is a related party. The VIE was not previously consolidated by the Company, as the Company was not the primary beneficiary of the VIE. The Company is still continuing its involvement with the entity in the form of a 2% management fee arrangement for managing the VIE’s assets.

On August 4, 2025, the Company signed subscription agreements with Stewards International Funds PCC to purchase 4,000,000 shares of Series A preferred shares for a total investment of $1,000,000.

On August 7, 2025, the Board of Directors and a majority of shareholders of the Company approved a change in the name of the Company from Favo Capital, Inc. to Stewards Inc. On November 14, 2025, the Company’s previously announced corporate actions became effective, including its change of name from Favo Capital, Inc. to Stewards, Inc. and the corresponding change of its trading symbol from “FAVO” to “SWRD,”

On August 7, 2025, our board and a majority of our shareholders approved a reverse stock split within the range of 1-for-2 to 1-for-100 of our issued and outstanding shares of common stock and authorized the Board, in its discretion, to determine the final ratio in connection with the reverse stock split. On November 6, 2025, however, the Company’s board of directors resolved to abandon the reverse stock split. As such, the Company withdrew its application for a reverse stock split with FINRA.

On August 25, 2025, we filed a withdrawal of our certificate of designation, as amended, for our Series C Preferred Stock.

On August 25, 2025, our board and shareholders approved the creation of Series B Preferred Stock and we later filed a certificate of designation with the State of Nevada. The certificate of designation provides that 10,000,000 authorized shares of preferred stock are designated as Series B Preferred Stock. The Series B Preferred Stock shall have no value in the event of the liquidation of our company or any rights to distributions declared by our company. After five years, the Series B Preferred Stock is convertible into shares of Common Stock on a 1 for 1 basis. Each share of Series B Preferred Stock is entitled to fifty (50) votes on any matter brought before the voting shareholders of our company.

Also on August 25, 2025, we entered into a Conversion Agreement with Forfront, LLC, an affiliate of our company, for it to convert 10,000,000 shares of Series A Preferred Stock into 10,000,000 shares of our newly created Series B Preferred Stock.

Finally, on August 25, 2025, we entered into Voting Agreement with Forfront, LLC, in which Forfront agreed to vote its shares of Series B Preferred Stock in accordance with the direction of our original board members, which includes Vincent Napolitano, Shaun Quin and Glen Steward, with the President of our company receiving an irrevocable proxy from Forfront to vote its shares in accordance with the direction of our founders.

The conversion to Series B Preferred Stock and the Voting Agreement are part of a strategic initiative to streamline our capital structure, enhance governance control during a critical phase involving corporate rebranding, and align leadership with long-term objectives without diluting economic interests of non-affiliate shareholders. The Board determined this related-party transaction to be fair under Nevada law and ratified it by majority voting power.

On August 26, 2025, following the MIPA acquisition of the Block 40 Entities and the membership interest in Block 40 held by Hollywood Circle Capital, LLC, we initiated an offer to EB-5 investors in Block 40, LLC to exchange their preferred membership interests for shares of our common stock. These EB-5 interests were legacy obligations specific to the Block 40 real estate project and were included in the $74.3 million purchase price allocation. The EB-5 preferred interests in Block 40 carried accumulating preferred returns that continued indefinitely unless converted or otherwise repurchased. By offering equity in exchange, we seek to reduce the long-term accrual burden of these obligations, strengthen the balance sheet with a more permanent capital structure, and align these legacy investors with the Company’s long-term growth strategy.

On August 28, 2025, Glen Steward, and a director of Forfront Capital LLC, made a $700,000 investment in Block 40, an entity wholly owned by the Company, as part of the EB-5 investment program associated with that project. The investment was recorded as mezzanine equity in the financial statements of Block 40 as of September 30, 2025. The transaction was conducted on terms consistent with those offered to other EB-5 investors participating in the program. 

On September 1, 2025, the Company entered into a debt financing arrangement with Stewards International Funds PCC (on behalf of the Stewards Private Credit Fund), pursuant to which it may raise up to $50 million through the issuance of unsecured and unsubordinated debt notes (the “Favo Debt Notes”). The notes carry a fixed annual interest rate of 8.00%, with a maturity date in August 2030. In connection with this facility, the Company agreed to issue warrants to the noteholder, exercisable for up to 65,789,474 shares of the Company’s common stock at a fixed price of $0.76 per share, with the number of warrants proportionately tied to each note issuance under the facility. The warrants are subject to a delayed exercise period, commencing no earlier than 12 months following an IPO or the maturity date, whichever is later, and are structured to minimize dilution around the time of the Company’s planned public offering. The Company has preliminarily assessed the warrant terms and determined that they meet the criteria for classification within equity rather than as a liability under applicable accounting guidance. To date, no funds have been drawn or invested under the facility. Proceeds from the issuance of the Stewards debt notes are to be used exclusively for (i) refinancing existing indebtedness, which currently carries an effective annual interest rate of approximately 15% and matures in June 2026, and (ii) funding the Company’s general operational needs. This refinancing is intended to materially reduce cash interest expense, strengthen the Company’s balance sheet, and improve financial flexibility to support long-term growth.

On September 16, 2025, the Company appointed Zachary Graeve to its Board of Directors as an independent director and Chair of the Nominating and Corporate Governance Committee. Mr. Graeve brings over 20 years of experience in corporate governance, investor relations, and capital markets strategy to support the Company’s growth and strategic objectives.

On September 23, 2025, the Company entered into a Note Purchase Agreement with accredited investor Valeriya Nayshevska for the purchase of a secured promissory note in the principal amount of $1,000,000. The proceeds from this transaction were used for general corporate purposes and investments in merchant cash advances, secured real estate loans, and other revenue-based financing activities. The Note Purchase Agreement provides for the potential issuance of additional secured notes on identical terms, with each note ranking pari passu in right of payment. The funds were received on October 3, 2025.

On September 29, 2025, the Company appointed Dr. Wael Barsoum to its Board of Directors as an independent director. Dr. Barsoum is a seasoned healthcare executive and former CEO of Cleveland Clinic Florida, bringing extensive governance and operational leadership experience to support the Company’s growth and oversight initiatives.

On September 30, 2025, the Company issued a corresponding Secured Promissory Note to J & T Family, LLC in the principal amount of $1,000,000. The note bears interest at 15% per annum, payable monthly, and is secured by the Company’s receivables and right-to-receive interests within its short-term trade finance operations. All notes issued under the Note Purchase Agreement are pari passu in payment priority and governed by the laws of the State of Nevada. The funds were received on the same day.

On October 14, 2025, the Company issued an automatic convertible promissory note in the principal amount of $400,000 to Rob Harpur. The note bears simple interest at 1.0% per annum and matures on October 14, 2026. At the holder’s option, all or any portion of the outstanding principal and accrued interest may be converted into shares of the Company’s common stock at a fixed conversion price of $0.76 per share. The note may also be prepaid by the Company prior to maturity upon written notice. The transaction provides a flexible financing mechanism that can convert into equity upon maturity or qualified financing, and the proceeds are intended to support general corporate and lending operations.

On October 15, 2025, the Board of Directors of FAVO Capital, Inc. appointed Gary F. Baumann as an independent member of the Board. Mr. Baumann brings more than 25 years of experience in construction and commercial litigation, including advising large-scale infrastructure projects on compliance and risk management. The Company believes his expertise in legal governance and institutional operations will strengthen Board oversight and support its long-term strategic growth across financial services and real-asset investment segments.

On October 28, 2025, Mr. Gary Baumann resigned as a member of the Board of Directors of FAVO Capital, Inc. and from all committee appointments. The resignation was not the result of a disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies, or practices.

On October 30, 2025, the Company’s Board of Directors approved and executed a Debt Exchange Agreement with 315-352 Associated, LLC and SHB Equities, LLC, pursuant to which outstanding promissory notes originally issued under Note Purchase Agreements dated April 1, 2021 and December 15, 2022, were exchanged for shares of the Company’s common stock. The aggregate principal and accrued interest of approximately $129,204 was converted into common shares at a fixed price of $0.76 per share on December 17, 2025. The transaction was approved by unanimous written consent of the Board and eliminates the related-party debt obligations from the Company’s balance sheet while strengthening shareholders’ equity. 

On October 30, 2025, FAVO Capital, Inc. (the “Company”) executed Amendment No. 1 to the Loan Agreement with Stewards International Funds PCC (on behalf of the Stewards Private Credit Fund) (the “Lender”), originally dated September 17, 2025. The Amendment increases the aggregate principal amount authorized under the unsecured, unsubordinated debt note facility from $50,000,000 to $100,000,000, with corresponding adjustments to the number of notes and associated warrants to purchase up to 131,578,947 shares of the Company’s common stock at an exercise price of $0.76 per share. All other terms of the Loan Agreement, including the fixed annual interest rate of 8.00%, maturity date of August 31, 2030, and use of proceeds for refinancing existing debt and funding general operational needs, remain substantially unchanged. Proceeds from the expanded facility will continue to support the Company’s private credit and real estate operations, including working capital, payroll, and other ordinary-course business expenses. The debt note facility is expected to enhance liquidity, extend the Company’s operational runway, and reduce the weighted average cost of capital.

On October 30, 2025, FAVO Capital, Inc. (the “Company”) executed a Second Amendment to the Business Commission Agreement with Robinpaws LLC, a Florida limited liability company solely owned by Robin Nadeau-Camus. The Second Amendment replaces all prior compensation terms under the original Business Commission Agreement (dated December 21, 2023) and the First Amendment (dated April 1, 2024). Under the revised terms, all previous commission and renewal payment obligations are terminated and replaced with a fixed compensation package consisting of:

1.       A lump-sum cash payment of $460,000, payable in three monthly installments beginning January 1, 2026, as follows: $200,000 in month one, $200,000 in month two, and $60,000 in month three; and

2.       The issuance of 2,125,000 restricted shares of FAVO Capital, Inc. common stock to Robinpaws LLC within thirty (30) days of the effective date of the amendment, at an acquisition value of $0.76 per share.

All other provisions of the Commission Agreement remain unchanged. The amendment settles all prior compensation obligations under the agreement and finalizes the structure of payments owed to Ms. Nadeau-Camus and Robinpaws LLC.

This amendment does not create any new debt obligation or contingent liability to the Company and was executed in the ordinary course of business as part of contractual restructuring of existing compensation arrangements.

On October 31, 2025, in connection with the EB 5 investor exchange offer relating to the Company’s acquisition of the Block 40 entities and the membership interests of Hollywood Circle Capital, LLC, the Company issued 16,244,307 shares of its common stock to participating EB 5 investors in Block 40, LLC in exchange for their preferred membership interests. On December 12, 2025, the Company issued an additional 4,884,531 shares of its common stock pursuant to the same exchange agreement to EB 5 investors who completed their elections after the initial conversion date. These issuances eliminated the preferred return obligations associated with the EB 5 membership interests assumed in the acquisition and relate solely to the 1818 Park real estate transaction.

On November 3, 2025, the Company, doing business as Stewards Inc., entered into a Securities Purchase Agreement (the “Agreement”) with Dolomite Foundation, a Cayman Islands foundation acting for itself and on behalf of its syndicate of investors (the “Dolomite Syndicate”). Pursuant to the Agreement, the Company agreed to issue pre-funded warrants to purchase up to 2,450,980 shares of its common stock. The economic value per warrant share is $4.08, based on the 30-trading-day volume-weighted average price (VWAP) of the Company’s common stock for the period from September 19, 2025 to October 30, 2025. The actual exercise price of the prefunded warrants is .0001 per share, with substantially all consideration delivered upfront via $DOLO tokens as in-kind payment. The transaction provides for an aggregate investment amount of $10,000,000, payable in $DOLO tokens as in-kind consideration. The warrants are structured in ten equal tranches of $1,000,000 each, becoming exercisable upon achievement of specified $DOLO 30-day VWAP milestones. Tokens are held in a jointly controlled multi-signature wallet on the Arbitrum One blockchain, requiring a three-of-four authorization threshold (two company signatories and two investor signatories) for any release. Shares issued upon exercise of the warrants will be subject to a 12-month lock-up period, and all unissued tranches are subject to cancellation in the event that $DOLO’s 30-day VWAP falls below $0.01. The structure is designed to align the Company’s digital-asset exposure with Dolomite’s platform development milestones while minimizing immediate dilution and supporting the Company’s longer-term liquidity and capital-efficiency objectives. The Company does not expect to receive cash proceeds in the transaction. If and when any $DOLO tokens are received upon the exercise of the pre-funded warrants, the Company expects to hold such tokens in connection with its controlled evaluation of its digital-asset initiatives and does not intend to use them as a source of operating liquidity.

For the avoidance of doubt, any ‘support’ to our Private Credit or Real Estate businesses from the Dolomite SPA is strategic, i.e., evaluating potential future tokenization and settlement tooling and not financial proceeds for operating liquidity or segment funding. 

On November 6, 2025, the Board of Directors and the majority shareholders of Favo Capital, Inc. approved the abandonment of the previously authorized reverse stock split, originally approved on August 7, 2025, which had provided for a potential split ratio between 1-for-2 and 1-for-100. The Board determined that proceeding with the reverse split was no longer in the best interest of the Company or its shareholders. On the same date, the Board and majority shareholders approved an amendment to the Company’s Articles of Incorporation to change its corporate name from Favo Capital, Inc. to Stewards, Inc. The Company will also request a corresponding change to its trading symbol, with “SWRD” submitted as the first preference, followed by “SWTR,” “STWR,” and “STWT.” The name change will become effective upon acceptance by FINRA and the issuance of a new CUSIP number.

On November 13, 2025, the Board of Directors and the majority shareholder of the Company approved several uplisting-related corporate actions, including the establishment of a new post-uplisting leadership structure, the election of executive officers and independent directors effective upon Nasdaq listing, and the planned expansion of the Board to include additional independent directors, including an Audit Committee chair who qualifies as a financial expert. The Board also approved a one-time issuance of 3,000,000 restricted stock units to twelve key contributors under the 2024 Equity Incentive Plan, adopted a comprehensive executive compensation program with phased implementation through 2028, and established a formal non-executive director compensation program to align the Company’s governance practices with Nasdaq standards. All actions were ratified by the majority shareholder on the same date. Although these actions were originally approved in connection with a potential Nasdaq uplisting, the Company is no longer actively pursuing a Nasdaq listing at this time, and there can be no assurance that the Company will seek or obtain listing on any national securities exchange in the future.

On November 14, 2025, the Company’s previously announced corporate actions became effective, including its change of name from Favo Capital, Inc. to Stewards, Inc. and the corresponding change of its trading symbol from “FAVO” to “SWRD,”

On November 14, 2025, the Company signed subscription agreements with Stewards International Funds PCC to purchase 1,280,000 shares of Series A preferred shares for a total investment of $320,000.

On November 18, 2025, the Company entered into an AS IS Agreement of Sale and Purchase (the “Plantation Purchase Agreement”) with Strata Group LLC, a Florida limited liability company (the “Seller”), pursuant to which the Company agreed to acquire certain real property located at 4350 NW 8th Court, Plantation, Broward County, Florida (the Plantation Property) for use as its corporate headquarters and operational facility.  

The Purchase Agreement provides for a total purchase price of Five Million Eight Hundred Thousand Dollars ($5,800,000), payable at closing, subject to customary prorations, credits, and adjustments as set forth in the agreement. The Company has delivered an earnest money deposit of One Hundred Thousand Dollars ($100,000), of which $100 is non refundable as independent consideration, with the balance to be applied toward the purchase price at closing or returned under limited circumstances as defined in the Purchase Agreement. The Property is being acquired on an AS IS, WHERE IS basis with all faults, subject only to the limited representations and warranties expressly set forth in the Purchase Agreement.  

On March 11, 2026, the Company completed the acquisition of the Plantation Property pursuant to the Plantation Purchase Agreement. Title to the property located at 4350 NW 8th Court, Plantation, Broward County, Florida was conveyed to Stewards Real Estate LLC, a wholly owned subsidiary of the Company, by Strata Group LLC, a Florida limited liability company, pursuant to a Special Warranty Deed recorded in the public records of Broward County, Florida. The acquisition was completed for the previously agreed purchase price of $5,800,000, subject to customary closing prorations, credits, and adjustments. In connection with the closing, Stewards Real Estate LLC entered into a mortgage loan in the principal amount of $4,000,000. The mortgage loan matures on March 11, 2029. The Property is intended to serve as the Company’s corporate headquarters and operational facility and supports the Company’s strategy of consolidating administrative functions and supporting long term operational growth.

Effective December 1, 2025, Glen Steward resigned from his position as Chief Strategy Officer of the Company. His resignation relates solely to his executive employment capacity. Mr. Steward continues to serve as a member of the Board of Directors. 

On December 5, 2025, the Board of Directors of the Company approved, by written consent, the issuance of an aggregate of 11,400 shares of the Company’s common stock to certain non officer employees as equity recognition awards in connection with the Company’s Nasdaq uplisting efforts. The issuances consisted of 100 shares to each of 114 eligible employees, were made pursuant to the Company’s 2024 Equity Incentive Plan, and were issued as restricted shares subject to applicable federal and state securities law requirements. Although these awards were approved in connection with the Company’s previously considered uplisting initiatives, the Company is no longer actively pursuing a Nasdaq listing at this time, and there can be no assurance that the Company will seek or obtain listing on any national securities exchange in the future.

On December 12, 2025, the Company completed a debt exchange transaction with Rob Harpur pursuant to a debt exchange agreement dated October 14, 2025, under which outstanding promissory notes in the aggregate principal amount of $400,000, together with accrued interest, were exchanged for shares of the Company’s common stock at a conversion price of $0.76 per share. The exchange was approved by the Board of Directors and resulted in the issuance of restricted shares in full satisfaction of the underlying debt obligation. 

On December 12, 2025, the Company completed a debt exchange transaction with SHB Equities, LLC and 315-352 Associated, LLC pursuant to a debt exchange agreement dated October 30, 2025, under which outstanding promissory notes in the aggregate principal amount of approximately $129,204, together with accrued interest, were exchanged for shares of the Company’s common stock at a conversion price of $0.76 per share. The exchange was approved by the Board of Directors and resulted in the issuance of restricted shares in full satisfaction and cancellation of the underlying debt obligations. 

On December 17, 2025, the Company entered into a subscription agreement with Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund, pursuant to which the investor subscribed for 5,750,000 shares of the Company’s Series A Preferred Stock at a purchase price of $0.25 per share, for aggregate gross proceeds of approximately $1.44 million. The issuance of the Series A Preferred Stock was approved by the Board of Directors and the shares were issued as restricted securities in accordance with applicable federal and state securities laws. 

On December 17, 2025, the Company entered into a subscription agreement with Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund, pursuant to which the investor subscribed for $3.0 million in aggregate principal amount of unsecured, unsubordinated debt notes under the Company’s existing loan agreement dated September 17, 2025. In connection with this financing, and pursuant to Board approval, the Company also authorized the issuance of 3,947,368 warrants to purchase shares of the Company’s common stock at an exercise price of $0.76 per share.

On December 18, 2025, the Board of Directors of the Company appointed John Bode as a member of the Board of Directors. Concurrently, Mr. Bode was appointed as Chair of the Audit Committee of the Company, and as a member of the Compensation and Nominating and Corporate Governance Committees.  

On December 19, 2025, the Company executed Amendment No. 2 to its unsecured loan agreement dated September 17, 2025 with Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund, which expanded the permitted uses of proceeds to include acquisitions of companies and assets, in addition to refinancing existing indebtedness and funding general corporate and operational needs. 

On December 21, 2025, the Company executed Amendment No. 3 to the loan agreement, which amended transfer and registration provisions to require that the notes be issued and maintained in registered form, established a formal note register, and clarified restrictions on transfers and replacement obligations in order to comply with applicable U.S. federal tax requirements. 

On December 31, 2025, the Company entered into a guaranty of payment in favor of the property manager of the 1818 Park real estate project, pursuant to which the Company agreed to guarantee the payment of certain management fees that may otherwise be collected, swept, or retained by the senior lender under the applicable loan documents. The guaranty is limited in scope, expressly subordinated to the senior mortgage financing, and applies solely to amounts that would have been payable to the manager under the management agreement but for the lender’s exercise of its rights. 

On January 13, 2026, in connection with the Company’s ownership of the 1818 Park real estate property, the Company, together with its subsidiary Block 40 Property, LLC, entered into a Fourth Omnibus Amendment to the existing loan documents governing the senior mortgage financing for the property. As part of this amendment, the Company executed a joinder to the guaranty and environmental indemnity, pursuant to which it became an additional guarantor under the loan, and Block 40 Property, LLC assigned the property management agreement to the lender and subordinated related management fees. These actions were undertaken in connection with the lender’s consent to the ownership transfer and did not result in an increase to the outstanding principal balance of the loan. 

On January 15, 2025, the Company completed a rebranding of its funding operations, changing the name of its small business lending division from FAVO Funding to Stewards Business Capital. The rebrand was undertaken to unify the Company’s operating subsidiaries under the Stewards brand, simplify its go to market strategy, and better align the branding of its private credit and lending activities with the Company’s broader corporate identity. The rebranding did not involve any changes to the Company’s legal structure, ownership, or core business operations.

On January 22, 2026, the Company issued 2,000,000 shares of its common stock to Robinpaws LLC pursuant to an asset purchase agreement originally entered into in December 2023, in connection with the acquisition of certain operating assets related to a proprietary funding and call center platform. The issuance was approved by the Company’s Board of Directors, the shares were issued as restricted securities, and the consideration for the issuance was deemed fully paid and non assessable based on the agreed acquisition value set forth in the underlying asset purchase agreement. 

On January 30, 2026, the Company entered into a subscription agreement with Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund, pursuant to which the investor subscribed for $1.5 million in aggregate principal amount of unsecured, unsubordinated debt notes under the Company’s existing loan agreement dated September 17, 2025. In connection with this financing, and pursuant to Board approval, the Company also authorized the issuance of 1,973,684 warrants to purchase shares of the Company’s common stock at an exercise price of $0.76 per share. 

On February 18, 2026, the Company entered into a subscription agreement with Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund, pursuant to which the investor subscribed for $2 million in aggregate principal amount of unsecured, unsubordinated debt notes under the Company’s existing loan agreement dated September 17, 2025. In connection with this financing, and pursuant to Board approval, the Company also authorized the issuance of 2,631,578 warrants to purchase shares of the Company’s common stock at an exercise price of $0.76 per share, which were issued by the Company’s transfer agent as restricted warrants. 

On February 18, 2026, the Company entered into a subscription agreement with Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund, pursuant to which the investor funded $2 million in aggregate principal amount of unsecured, unsubordinated debt notes under the Company’s existing loan agreement dated September 17, 2025. In connection with this financing, and pursuant to Board approval, the Company also issued 2,631,579 warrants to purchase shares of the Company’s common stock at an exercise price of $0.76 per share.

On March 11, 2026, the Company completed the acquisition of the Plantation Property pursuant to the Plantation Purchase Agreement. Title to the property located at 4350 NW 8th Court, Plantation, Broward County, Florida was conveyed to Stewards Real Estate LLC, a wholly owned subsidiary of the Company, by Strata Group LLC, a Florida limited liability company, pursuant to a Special Warranty Deed recorded in the public records of Broward County, Florida. The acquisition was completed for the previously agreed purchase price of $5,800,000, subject to customary closing prorations, credits, and adjustments. In connection with the closing, Stewards Real Estate LLC entered into a mortgage loan in the principal amount of $4,000,000. The mortgage loan matures on March 11, 2029. The Property is intended to serve as the Company’s corporate headquarters and operational facility and supports the Company’s strategy of consolidating administrative functions and supporting long term operational growth.

On March 17, 2026, the Company announced a strategic partnership with Overnight Engine to enhance its operational infrastructure within its private credit platform. Through this partnership, the Company deployed workflow-specific artificial intelligence infrastructure across its underwriting and credit operations. The platform is designed to automate document intake, extract and structure financial data, perform underwriting checks, and generate evidence-based outputs, while maintaining human oversight for final credit decisions. The system is deployed within the Company’s internal environment and is expected to improve operational efficiency, consistency in underwriting, and scalability of transaction processing without a corresponding increase in personnel. 

On March 26, 2026, the Company entered into a subscription agreement with Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund, pursuant to which the investor funded $600 thousand in aggregate principal amount of unsecured, unsubordinated debt notes under the Company’s existing loan agreement dated September 17, 2025.  

At the Company’s annual board meeting on April 16, 2026 the Company’s Board of Directors approved a leadership transition and related governance changes. Vincent Napolitano transitioned from his roles as Chief Executive Officer, Chairman, and Treasurer and was appointed as Chairman Emeritus. Concurrently, Shaun Quin was appointed Chief Executive Officer and Glen Steward was appointed Chairman of the Board. The leadership transition agreement has been executed and the foregoing governance and management changes are effective.

On April 28, 2026, the Company borrowed $500,000 under its existing credit facility for general corporate purposes. This draw bears interest at the contractual rate and is subject to the terms and conditions of the facility agreement. As of the date of this filing, the Company is in compliance with all associated financial covenants.

On May 7, 2026, the Company borrowed $500,000 under its existing credit facility for general corporate purposes. This draw bears interest at the contractual rate and is subject to the terms and conditions of the facility agreement. As of the date of this filing, the Company is in compliance with all associated financial covenants.

On May 8, 2026, the Compensation Committee of the Board of Directors approved the issuance of restricted stock unit (“RSU”) awards to the Company’s non-employee directors pursuant to the Company’s 2024 Equity Incentive Plan. The awards consisted of 45,000 RSUs granted to each non-employee director and were issued in connection with the directors’ ongoing service on the Board. The Compensation Committee determined the fair market value of the Company’s common stock to be $3.00 per share for purposes of calculating the awards, based on contemporaneous acquisition related pricing and in accordance with the terms of the Company’s equity incentive plan. The RSUs vest over a one-year service period, subject to continued service on the Board.

On May 14, 2026, the Company borrowed $300,000 under its existing credit facility for general corporate purposes. This draw bears interest at the contractual rate and is subject to the terms and conditions of the facility agreement. As of the date of this filing, the Company is in compliance with all associated financial covenants.

On June 1, 2026, the Company borrowed $1000,000 under its existing credit facility for general corporate purposes. This draw bears interest at the contractual rate and is subject to the terms and conditions of the facility agreement. As of the date of this filing, the Company is in compliance with all associated financial covenants.

Under the agreement, the Company agreed to provide transition compensation consisting of monthly payments of approximately $80,734 through May 31, 2028, reimbursement of health insurance costs of approximately $2,446 per month through May 31, 2028, and a monthly automobile allowance of $2,000. Aggregate transition compensation payable under the agreement is approximately $1.9 million.

The agreement further provides that Mr. Napolitano’s existing equity ownership remains unaffected by the transition and that no clawback, repurchase or forfeiture of such equity shall apply. The agreement also contains mutual releases of claims, confidentiality and non-disparagement provisions, cooperation obligations, a 24-month non-competition covenant and a 24-month non-solicitation covenant.

On June 3, 2026, the Company borrowed $300,000 under its existing credit facility for general corporate purposes. This draw bears interest at the contractual rate and is subject to the terms and conditions of the facility agreement. As of the date of this filing, the Company is in compliance with all associated financial covenants.

On June 5, 2026, Stewards Real Estate, LLC, a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement to acquire The Hawthorne, a seasonal hospitality property located in Chatham, Massachusetts on Cape Cod, for a purchase price of $20.0 million in cash, subject to customary adjustments. The acquisition is expected to close on or about July 1, 2026, subject to customary closing conditions and financing requirements. The Company believes the acquisition complements its strategy of acquiring income-producing real estate assets in attractive markets, expands its portfolio into the hospitality sector, and provides exposure to a supply-constrained coastal market with significant seasonal tourism demand.

Effective June 11, 2026, the Company entered into a Transition and Separation Agreement with Vincent Napolitano, the Company’s founder and former Chief Executive Officer and Chairman. Pursuant to the agreement, Mr. Napolitano resigned from all officer and director positions and transitioned to the honorary title of Chairman Emeritus. The agreement terminated and superseded Mr. Napolitano’s employment agreement and the consulting agreement between the Company and FAVO Holdings LLC with respect to compensation, duties and separation matters.

On June 11, 2026, the Company entered into amended and restated employment agreements with Shaun Quin, Chief Executive Officer, Katy Murless, Chief Financial Officer, Vaughan Korte, Chief Operating Officer, and Scott McGowan, Chief Marketing Officer, each effective as of June 1, 2026. The amended agreements were approved by the Board of Directors and Compensation Committee in connection with the Company’s executive compensation program and leadership transition. Under the amended agreements, annual base salaries were established at $611,000 for Mr. Quin, $394,000 for Ms. Murless, $414,000 for Mr. Korte and $309,000 for Mr. McGowan. Each executive is eligible to participate in annual cash incentive programs and long-term equity incentive awards under the Company’s equity compensation plans, subject to performance criteria and Compensation Committee approval. The agreements also provide for participation in employee benefit plans, reimbursement of business expenses, stock ownership requirements, clawback provisions, and double-trigger change-in-control protections. In the event of a termination by the Company without cause or by the executive for good reason, the executives are generally entitled to severance benefits consisting of base salary, target bonus opportunities, continued health benefits, and certain other benefits, subject to the execution of a release of claims. The agreements contain customary confidentiality, non-competition, non-solicitation, non-disparagement, indemnification, and restrictive covenant provisions.

On June 11, 2026, the Company also entered into a Chairman of the Board Services Agreement with Glen Steward, effective June 1, 2026. Pursuant to the agreement, Mr. Steward serves as a non-employee Chairman of the Board and receives an annual cash retainer of $592,200, payable quarterly, together with eligibility to receive equity-based compensation as approved by the Board of Directors or Compensation Committee. The agreement sets forth Mr. Steward’s duties as Chairman and Director, expense reimbursement rights, confidentiality and non-disparagement obligations, indemnification rights, and procedures relating to conflicts of interest and related-party transactions. Mr. Steward is not entitled to employee benefits and does not serve in an operational management capacity.

On June 30, 2026, the Company closed its confidential private placement offering. Pursuant to subscription agreements with accredited investors, the Company issued 645,047 shares of its common stock at a purchase price of $3.00 per share for aggregate gross proceeds of $1,935,142. The shares were issued in reliance on the exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act of 1933, as amended. The net proceeds are being used for working capital, general corporate purposes, potential acquisitions, and refinancing of existing indebtedness. The offering terminated on its scheduled closing date of June 30, 2026.

SUMMARY OF THE OFFERING

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this prospectus, before making an investment decision. If any of the following risks actually occurs, our business, financial condition, or results of operations could suffer. In that case, the trading price of our shares of Common Stock could decline and you may lose all or part of your investment. See “Cautionary Statement Regarding Forward-Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this prospectus.

Risks Related to our Financial Condition

We have a history of losses, and we may be unable to achieve profitability.

We have incurred net losses of $20,756,466 and $8,658,780 for the fiscal years ended December 31, 2025, and 2024, respectively, and a net loss of $5,705,901 for the three months ended March 31, 2026. As of March 31, 2026, we had an accumulated deficit of approximately $64,131,353. These losses and accumulated deficit are a result of, among other things, the substantial investments we made to grow our business and expenses incurred in connection with our acquisitions. We expect to make significant expenditures to grow our business in the future.

We plan to make opportunistic and deliberate investments in sales and marketing to attract new businesses to the financial products we offer. We also plan to continue to selectively pursue acquisition opportunities, which require that we incur various expenses and fees of external advisors. Businesses we have acquired and may in the future acquire have different levels of profitability than us, which may affect our overall profitability, particularly until we are able to realize expected synergies. These increased expenditures will make it harder for us to achieve profitability and we cannot predict with certainty whether we will achieve profitability in the near term or at all.

Historically, certain of our costs have increased each year due to these factors and we expect to continue to incur increasing costs to support our anticipated future growth. If the costs associated with acquiring new customers, including online advertising and paid search costs, outbound lead generation, scaling our field sales teams, or the terms on which our partners refer clients to us, materially rise in the future, our expenses may rise significantly. If we are unable to generate adequate revenue growth and manage our expenses and restructure our debt, we may continue to incur significant losses and may not achieve or maintain profitability, which could cause the trading price of our shares to further decline. Failure to generate adequate revenue growth, as well as other related factors, may cause decreases in asset values, such as our goodwill, that are deemed to be other than temporary, which may result in further impairment losses.

We may make decisions that will reduce our short-term operating results if we believe those decisions will improve the experiences of our customers and their consumers and if we believe such decisions will improve our operating results over the long-term. These decisions may not be consistent with the expectations of investors and may not produce the long-term benefits that we expect, in which case our business may be materially and adversely affected.

There is no guarantee that cash flow from operations and/or debt and equity financings will provide sufficient capital to meet our expansion goals, working capital needs or fund our operations.

Our current strategic plan includes the expansion of our company both organically and through acquisitions if market conditions and competitive conditions allow. Due to the long-term nature of investments in acquisitions and other financial needs to support organic growth, including working capital, we expect our long-term and working capital needs to periodically exceed the short-term fluctuations in cash flow from operations. We anticipate that we may need to raise additional external capital from the sale of common stock, preferred stock and/or debt instruments as market conditions may allow, in addition to cash flow from operations (which may not always be sufficient), to fund our growth and working capital needs.

In the event that we need to raise significant amounts of external capital at any time or over an extended period, we face a risk that we may need to do so under adverse capital market conditions with the result that our existing shareholders, as well as persons who acquire our common stock, may incur significant and immediate dilution should we raise capital from the sale of our common or preferred stock. Similarly, we may need to meet our external capital needs from the sale of secured or unsecured debt instruments at interest rates and with such other debt covenants and conditions as the market then requires. However, there can be no guarantee that we will be able to raise external capital on terms that are reasonable in light of current market conditions. In the event that we are not able to do so, those who acquire our common stock may face significant and immediate dilution and other adverse consequences. Further, debt covenants contained in debt instruments that we issue may limit our financial and operating flexibility with consequent adverse impact on our common stock market price.

On June 30, 2026, we completed a private placement with non-affiliate accredited investors and raised approximately $1.935 million through the issuance of 645,047 shares of common stock at $3.00 per share. While this transaction provided us with additional capital from third-party investors, the amount raised was relatively modest compared to our overall funding requirements. There can be no assurance that we will be able to raise additional capital from non-affiliate sources on acceptable terms, or in amounts sufficient to meet our needs, in the future. 

We have substantial debt which could adversely affect our ability to raise additional capital to fund operations and prevent us from meeting our obligations under outstanding indebtedness.

As of March 31, 2026, our total indebtedness was approximately $133.8 million, including a mortgage loan of approximately $77.6 million and notes payable of approximately $39.8 million.

This substantial debt could have important consequences, including the following: (i) a substantial portion of our cash flow from operations may be dedicated to the payment of principal and interest on indebtedness, thereby reducing the funds available for operations, future business opportunities and capital expenditures; (ii) our ability to obtain additional financing for working capital, debt service requirements and general corporate purposes in the future may be limited; (iii) we may face a competitive disadvantage to lesser leveraged competitors; (iv) our debt service requirements could make it more difficult to satisfy other financial obligations; and (v) we may be vulnerable in a downturn in general economic conditions or in our business and we may be unable to carry out activities that are important to our growth.

As of March 31, 2026, our total indebtedness was approximately $133.8 million, and our interest expense for the three months ended March 31, 2026 was approximately $2.7 million. We plan to use additional external capital as market conditions may allow, in addition to cash flow from operations (which may not always be sufficient and refinancing strategy is designed to systematically reduce this liability), improving financial stability and reducing cash flow pressure. By prioritizing the most expensive debt obligations, we anticipate achieving a stronger financial position, leading to sustained profitability within three years.

However, our ability to make scheduled payments of the principal of, or to pay interest on, or to refinance our indebtedness depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond management’s control. If we are unable to generate sufficient cash flow to service our debt or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our debt, which could impair our liquidity. Any refinancing of indebtedness, if available at all, could be at higher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations. Despite our significant amount of indebtedness, we may need to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial debt. 

Because we have a limited operating history, you may not be able to accurately evaluate our operations.

We have had limited operations to date. On September 2, 2020, we changed our name from Favo Realty, Inc. to Favo Capital, Inc., which is the point at which our business changed from a real estate investment company, to a private credit company providing alternative financing solutions to small and medium-sized businesses (SMBs) across the United States, through revenue-based funding solutions. We have recently acquired 1818 Park and are now engage in real estate operations. We have since changed our name to Stewards, Inc. Therefore, we have a limited operating history upon which to evaluate the merits of investing in our company. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business and additional costs and expenses that may exceed current estimates. We expect to continue to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

As a growing company, we have incurred significant net losses and may not achieve profitability in the near future, if at all.

We have generated revenue of $16.3 million for the year ended December 31, 2025, but we have not yet achieved profitability and may not achieve profitability in the near future, if at all. Further, many of our competitors have a significantly larger industry presence and revenue stream and may have already achieved profitability. Our ability to continue as a going concern is dependent upon raising capital from financing transactions, increasing revenue and keeping operating expenses below our revenue levels in order to achieve positive cash flows, none of which can be assured.

We depend on affiliate financing to fund operations, and alternative sources of capital may not be available on acceptable terms.

We rely heavily on financing from affiliates, including the purchase of Series A Preferred Stock at $0.25 per share and debt financing from Stewards International Funds PCC of up to $100 million with associated warrants exercisable at $0.76 per share — prices that are significantly below the current market price of our common stock. Our ability to continue operations is dependent on continued support from these affiliates. There can be no assurance that such affiliate financing will continue to be available on the same terms, or at all. If affiliate financing becomes unavailable or is provided on less favorable terms, our liquidity and ability to fund operations could be materially and adversely affected.

On June 30, 2026, we completed a private placement offering with non-affiliate accredited investors and raised approximately $1.935 million through the issuance of 645,047 shares of our common stock at $3.00 per share. While this provided us with additional capital from third-party investors, the amount raised was relatively modest compared to our overall funding requirements. There can be no assurance that we will be able to raise additional capital from non-affiliate sources on acceptable terms, or in amounts sufficient to meet our needs, in the future.

Continued reliance on affiliate financing carries inherent risks of potential conflicts of interest and claims of self-dealing. Any such claims or proceedings, even if ultimately without merit, could result in significant legal costs, management distraction, adverse publicity, and a negative impact on our stock price.

Risks Related to Our Private Credit Business and Industry

Our growth may not be sustainable and depends on our ability to attract new customers, retain revenue from existing customers and increase sales to both new and existing customers.

We operate a direct and syndication funding platform to serve small and medium-sized businesses (“SMBs”) in need of liquidity to fulfill their financial responsibilities. Through our direct sales, marketing, underwriting and operational platform and with our syndication partners, we provide funding solutions for customers. We originate and provide financing to businesses primarily through a merchant cash advance (“MCA”) product offering. Under an MCA, businesses receive funds in exchange for a portion of the business’s future receipts at an agreed upon discount and repayment term. The majority of our portfolio will be invested in the MCA business.

We currently maintain relationships with six syndication partners, three core partners and three secondary partners, all of whom operate in the Merchant Cash Advance (MCA) industry and provide revenue-based financing solutions. Pursuant to Master Participation Agreements and related agreements, we participate in approved transactions with these partners at levels generally ranging from 10% to 95% of the deal value. To manage concentration risk, we do not participate in any syndication arrangement where our exposure exceeds 40% of a partner’s total portfolio. All syndication partners are provided with investment guidelines aligned with our internal underwriting standards, and they are required to adhere to those criteria to ensure consistency and risk alignment across all investments.

We focus on serving small and medium-sized businesses, many of which are in the entrepreneurial or early growth stage of development. These SMBs often lack long credit histories and are more susceptible than larger enterprises to macroeconomic pressures such as inflation, consumer spending shifts, and interest rate increases. As a result, they may have greater turnover or financing needs. Approximately 30–40% of our direct portfolio customers return for multiple rounds of funding.

Our underwriting framework, described above, is designed to address this heightened risk profile by incorporating a wide range of alternative data points beyond traditional credit bureau scores. For example, we may analyze merchant bank statement performance, cash flow patterns, digital footprint, landlord payment history, and government filings, in addition to credit bureau data. By relying on real-time business data and technology-enabled verification, we can better assess the true repayment capacity of SMBs whose financial stability may not otherwise be captured by conventional credit scoring methods.

This approach provides us with visibility into businesses that traditional lenders often overlook, while balancing risk and enabling us to meet the financing needs of entrepreneurial SMBs.

We may also fail to attract new customers, retain revenue from existing customers or increase sales to both new and existing customers as a result of a number of other factors, including:

§   reductions in our current or potential customers’ spending levels;

§   a decrease in SMB spending, including due to a deteriorating macroeconomic environment;

§   competitive factors affecting the markets for our financial products, including the introduction or innovation of competing financial products and other strategies that may be implemented by our competitors;

§   global political, economic, social and environmental risks that may impact our operations or our customers’ operations and/or decrease consumer spending, including pandemics and other global health crises, natural disasters, acts or threats of war or terrorism and other general security concerns such as the Russian invasion of Ukraine and the Israel-Hamas war;

§   our ability to execute on our financial solutions roadmap, growth strategy and operating plans;

§   our ability to successfully sell and transition new and existing customers to our financial solutions;

§   our ability to meet the demands and requirements of larger customers;

§   a decline in the market share of SMBs relative to large enterprises;

§   a decline in our SMBs’ level of satisfaction with our financial solutions;

§   changes in our relationships with third parties, including syndicate brokers, underwriters, brokers, real estate professionals and others;

§   the timeliness and success of new financial solutions and services we may offer in the future;

§   customer perceptions of business in the context of our growth and in the context of acquisitions we complete;

§   our brand recognition;

§   concerns relating to actual or perceived privacy or security breaches;

§   the frequency and severity of any system outages;

§   terminations of relationships with certain customers or partners for unacceptable business practices, contract breaches or because required by law;

§   technological changes or problems; and

§   our focus on long-term value over short-term results, meaning that we may make strategic decisions that may not maximize our short-term revenue or profitability if we believe that the decisions are consistent with our mission and will improve our financial performance over the long-term.

Due to these factors and the continued evolution of our business, our historical revenue growth rate and operating margin may not be indicative of future performance.

We are subject to risks relating to the availability of capital to fund SMB customers, the ability of our customers to generate sales to remit receipts, general macroeconomic conditions, legal and regulatory risks and the risk of fraud.

We offer MCAs and other financial solutions for SMBs. This program provides cash advances to eligible small businesses and is designed to help them with overall business growth and cash management. Such merchant cash advance programs are subject to risks. For Direct Fundings, we handle the underwriting process, contract with the merchant directly and fund from our own resources. For Syndicated Fundings, however, we are dependent on our syndication partners to operationalize merchant cash advances. Further, if we cannot source capital to fund the advances for our customers, we might have to reduce the availability of this service, or cease offering it altogether.

A decline in macroeconomic conditions could lead to a decrease in the number of our customers eligible for an advance, and/or increase the risk of fraud or non-payment. If more of our customers cease operations, experience a decline in sales, or engage in fraudulent behavior, including subverting our underwriting processes, it would make it more difficult for us to obtain the receipts we have purchased via merchant cash advances or to obtain repayment of merchant cash advances we have made. In addition, if we fail to correctly predict the likelihood of timely repayment of merchant cash advances, our business may be materially and adversely affected. Merchant cash advances are generally unsecured obligations, and they are not guaranteed or insured in any way.

Loss rates on merchant cash advances may increase due to factors such as prevailing interest rates, the rate of unemployment, the level of consumer and business confidence, commercial real estate values, the value of the U.S. dollar, energy prices, changes in consumer and business spending, the number of personal bankruptcies, disruptions in the credit markets and other factors. While we believe that our underwriting process is designed to establish that our customers will be a reasonable credit risk, our merchant cash advances to SMBs may nevertheless be expected to have a higher default rate than advances made to customers with more established operating and financial histories.

We intend to continue to explore other financial solutions, models, structures and markets to advance cash or capital to our merchants. Some of those models, structures or markets may require, or be deemed to require, additional procedures, partnerships, licenses, regulatory approvals or capabilities. Should we fail to expand and evolve in this manner, or should these new products, models, structures, markets or new regulations or interpretations of existing regulations impose requirements on us that are impractical or that we cannot satisfy, the future growth and success of our merchant cash advance program may be materially and adversely affected.

Merchant cash advance businesses have historically been, and may in the future remain, more likely to be affected or more severely affected than large enterprises by adverse economic conditions.

Our Direct Funding portfolio has SMBs across multiple segments and industry types, but most of our merchants fall into the services, construction, and retail industries. These include restaurants, construction and development projects, physical fitness facilities, accounting and bookkeeping practices, home furnishings and equipment stores, and automotive repair shops, among others.

The composition of our Syndicated Funding portfolio closely aligns with that of our direct investments, both of which are strategically shaped by evolving market dynamics. Key determinants include macroeconomic conditions, the influence of domestic and international government policy decisions, and the relative advantages of specific U.S. geographic regions. Regulatory and policy environments, whether supportive or restrictive, impact sector performance and are carefully considered in our portfolio construction and allocation strategy.

Given that our debtor mix involves merchants with a lack of resources compared with larger more established companies, these conditions may result in a decline in the demand for merchant cash advance businesses by potential customers, higher default rates by future customers, or slower rates of receiving cash advance income from third-party debtors. If any merchant cash advance businesses’ future receipts are lower than the Company projected, collection of the merchant cash advance businesses’ income will take longer than projected, which could result in a loss of income to the Company.

We will also bear a loss of income if the customer fails to generate future business sufficiently to deliver the total amount of cash advance income the merchant cash advance businesses expect. If a customer defaults on a cash advance, the cash advance enters a collections process where systems and collections teams initiate contact with the customer for payments owed. If a cash advance contract is subsequently charged off, the merchant cash advance business could sell the contract to a third-party collection agency and receive only a small fraction of the remaining amount payable to that merchant cash advance business in exchange for the sale. There can be no assurance that economic conditions, demand for cash advances, or default rates by customers will remain favorable for the merchant cash advance businesses, which will ultimately affect our business.

Reduced demand for cash advances would negatively impact merchant cash advance businesses growth and revenue, while increased default rates by cash advance customers may inhibit merchant cash advance businesses’ access to capital and negatively impact profitability. Furthermore, if an insufficient number of qualified small businesses apply for the cash advances, merchant cash advance businesses and the Company’s growth and revenue could decline.

If merchants provide information to us that is incorrect or fraudulent, we may misjudge a merchant’s qualification to receive a cash advance and as a result, their operating results as well as ours may be harmed.

Our decisions to fund are based partly on information provided by applicant merchants. To the extent that these applicants provide information in a manner that we are unable to verify, we may not be able to accurately determine the associated risk. Inaccurate analysis of credit data that could result from false cash advance application information could harm our reputation, business and operating results. This would have a knock-on effect on our own ability to conduct business operations.

While we intend to use identity and fraud checks analyzing data provided by external databases to authenticate each merchant’s identity, there is a risk that these checks could fail, and fraud may occur. We may not be able to recoup funds underlying cash advances made in connection with inaccurate statements, omissions of fact or fraud, in which case our revenue, operating results and profitability will be harmed. Fraudulent activity or significant increases in fraudulent activity could also lead to regulatory intervention, negatively impacting operating results, brand and reputation, and require us to take steps to reduce fraud risk, which could increase our costs. This may, in turn, put our company at greater risk to recoup.

An increase in customer defaults rates may reduce overall profitability.

Customer default rates may be significantly affected by economic downturns or general economic conditions beyond our control and beyond the control of individual customers. In particular, loss rates on cash advances may increase due to general economic and business factors such as prevailing interest and rates, the rate of unemployment, the level of consumer and business confidence, commercial real estate values, the value of the U.S. dollar, energy prices, changes in consumer and business spending, the number of personal bankruptcies, disruptions in the credit markets and other factors. If customer default rates increase beyond forecast levels, this will harm merchant cash advance businesses reputation, operating results, and profitability, which will ultimately affect the Company’s own business operations and investors may lose all or part of their investment.

Provision for credit losses is determined based upon both objective and subjective factors and may not be adequate to absorb losses. Merchants may fail to deliver cash advanced income in full.

We maintain a reserve for such losses by establishing a provision for credit losses, the increase of which results in a charge to its earnings as a provision for credit losses. We have established an evaluation process designed to determine the adequacy of those allowances for losses. While this evaluation process will use historical and other objective information, the forecasts and establishment of losses are also dependent on our subjective assessment based upon our experience and judgment. Actual losses are difficult to forecast, especially if such losses stem from factors beyond historical experience. As a result, there can be no assurance that our provision for credit losses will be comparable to that of traditional banks subject to regulatory oversight or sufficient to absorb losses or prevent a material adverse effect on business, financial condition, and results of operations.

Investors have risks from inflation and from deflation

As a result of inflation, there has been a history of increasing taxes, energy and labor costs, and other operating and capital expenses. If the revenues generated by operations are not sufficient to pay fixed obligations, we may attempt to increase rates on cash advance income in addition to attempting to reduce operating expenses. However, competition may preclude such increases. On the other hand, deflation is likely to cause rates to decrease faster than expenses decrease. Inflation or deflation could have a material adverse effect on merchant cash advance businesses and our business, results of operations, and financial condition.

Merchant cash advance businesses may be unable to collect cash advance income on the cash advances made to customers.

Merchant cash advance (“MCA”) businesses, such as Stewards, provide revenue-based financing to small and medium-sized businesses (“SMBs”) by purchasing a portion of their future receipts at a discount. Our debtors are primarily SMBs in industries such as restaurants, construction, physical fitness and accounting services, which use cash advances to manage working capital, purchase inventory, fund marketing, or address short-term liquidity needs.

As an MCA provider, we advance funds to these SMBs in exchange for an agreed-upon percentage of their daily receipts until the purchased receipts have been fully remitted. Payments are typically collected through daily Automated Clearing House (“ACH”) debits or, in some cases, through credit card split processing. Because MCA businesses are not banks, we do not have direct access to the ACH network and instead rely on third-party FDIC-insured depository institutions and payment processors to disburse funds to merchants and collect scheduled payments on our behalf.

Although we build redundancies by working with multiple banks and service our ability to collect receipts could be impaired if these institutions or processors cease providing services, experience operational disruptions, or terminate their agreements with us. While we would seek to transition to alternative providers, there can be no assurance that such transition would be seamless. Any inability to collect receipts on a timely basis could materially impact our revenue, cash flows, and operating results.

Our role within the MCA process is to (i) originate and underwrite advances directly, (ii) service and collect on those advances through our processing partners, and (iii) in the case of Direct Fundings where we have participants, manage collections on behalf of ourselves and our participants. These participants are typically accredited investors, family offices, investment funds, high-net-worth individuals, and other capital partners that acquire an economic participation interest in a portion of a funded transaction pursuant to a Master Participation Agreement. Such participants generally do not have a direct contractual relationship with the merchant and rely on the Company to service and administer the transaction. As such, disruptions in our ability to collect MCA receipts directly affect both our own portfolio and our servicing obligations to any participants. 

We may not be able to successfully implement our growth strategy on a timely basis or at all.

Our future growth, profitability and cash flows depend upon our ability to successfully implement our growth strategy, which, in turn, is dependent upon a number of factors, including our ability to:

There can be no assurance that we can successfully achieve any or all of the above initiatives in the manner or time period that we expect. Further, achieving these objectives will require investments which may result in short-term costs without generating any current revenue and therefore may be dilutive to our earnings. We cannot provide any assurance that we will realize, in full or in part, the anticipated benefits we expect our strategy will achieve. The failure to realize those benefits could have a material adverse effect on our business, financial condition and results of operations.

Future regulation of the merchant cash advance industry could materially and adversely affect our business.

Although the merchant cash advance industry is not currently subject to pervasive federal or state regulation specifically targeted at MCAs, there has been a clear and continuing trend of increased legislative and regulatory scrutiny at both the federal and state levels. Several states, including California and New York, have enacted commercial financing disclosure laws that impose detailed pre-contract disclosure requirements (including estimated APR or other cost-of-credit metrics) on MCAs and other non-bank financing products. Additional states continue to consider similar or more restrictive legislation, and courts in certain jurisdictions continue to scrutinize whether specific MCA agreements may be recharacterized as disguised loans subject to usury or lending laws.

At the federal level, the FTC actively enforces prohibitions against unfair or deceptive acts or practices in the industry, and other agencies, including the CFPB, continue to monitor non-bank small business financing. While the CFPB’s May 1, 2026 final rule under Section 1071 of the Dodd-Frank Act explicitly excluded MCAs from small business lending data collection requirements, future regulatory actions, enforcement priorities, or legislative proposals could impose new licensing, registration, capital, disclosure, or underwriting obligations on MCA providers.

We cannot predict whether additional regulations will be adopted at the federal or state level, or how existing laws and regulations will be interpreted or applied to our business in the future. Any new laws, regulations, or changes in the application or interpretation of existing laws could:

§    impose licensing, registration, or compliance requirements that significantly increase our operating costs;

§    restrict our marketing, underwriting, servicing, or collection practices;

§    limit our ability to originate new MCAs or enforce existing contracts;

§    subject us to heightened scrutiny regarding disclosures, fees, or repayment terms; or

§    require us to modify our business practices in ways that reduce profitability.

A material failure to comply with any such laws or regulations could result in regulatory actions, investigations, lawsuits, monetary penalties, damages, restitution orders, or other sanctions. Even the threat or commencement of regulatory or legal proceedings could cause reputational harm, divert significant management attention and resources, and increase our legal and compliance costs. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations, and ability to continue as a going concern. See “Governmental Regulations” for additional information regarding the current regulatory environment.

Determination by a legislative or judicial body that a cash advance is a loan, rather than a purchase of future receipts, will adversely affect the merchant cash advance business and Company's business.

Currently, the merchant cash advance business structures its cash advances a purchase of future receipts, rather than loans. This allows merchant cash advance businesses to avoid applying for and complying with a commercial lending license. Additionally, state usury laws are often, if not always, inapplicable. However, if a legislative or judicial body determines that the merchant cash advances are loans or should be treated as loans, the merchant cash advance business could be found to be in violation of state and federal lending regulations. A material failure to comply with any such laws or regulations could result in regulatory actions, lawsuits, and damage to the merchant cash advance business reputation, which could have a material adverse effect on its business and financial condition.

A proceeding relating to one or more allegations or findings of the merchant cash advance business violation of such laws could result in modifications in its methods of doing business or could impair its ability to collect cash advance income or could result in the requirement that merchant cash advance businesses pay damages and/or cancel the balance of cash advance income associated with such violation. The Company cannot assure you that such claims will not be asserted against merchant cash advance businesses in the future.

Many of our alternative financing solutions involve borrowers about which little, if any, information is publicly available, which may impair our ability to identify borrowers able to repay our advances and adversely affect the price of our publicly traded securities.

In pursuing our business, we often interact with privately held companies about which very little public information exists. As a result, we are frequently required to make financing decisions based on limited data, much of which is obtained directly from the merchant. To mitigate these risks, we use a combination of traditional credit bureau data, alternative data sources, and automated and AI-driven tools from third-party providers to verify bank statements, analyze cash flow, and detect potential fraud or anomalies.

Notwithstanding these processes, there are limitations. Automated and AI-driven underwriting tools may yield inaccurate or incomplete outputs, may be subject to manipulation, or may fail to detect fraudulent activity. Additionally, we depend on the accuracy and availability of third-party vendors and data sources. Disruptions, errors, or service terminations could materially impair our ability to underwrite effectively.

If we make advances to merchants that are less solvent or profitable than expected, if our AI or automation tools malfunction or are circumvented, or if third-party providers supply inaccurate or incomplete data, our loss rates may increase and our results of operations could be adversely affected, which in turn could negatively impact the trading price of our securities.

Failure to continue to innovate and respond to evolving technological changes may reduce demand for cash advances.

The cash advance industry is characterized by rapidly evolving technology and frequent product introductions. Merchant cash advance businesses rely on technology to make its platform available to customers, determine the creditworthiness of cash advance applicants, and service the cash advances it makes to customers. In addition, merchant cash advance businesses may increasingly rely on technological innovation as it introduces new products, expands its current products into new markets, and continues to streamline the cash advance process. The process of developing new technologies and products is complex and if merchant cash advance businesses are unable to successfully innovate and deliver a superior customer experience, customers' demand for the merchant cash advances may decrease and the merchant cash advance business and ultimately our growth and operations may be harmed.

Due diligence in merchant cash advance transactions is not as stringent as that of traditional loans, which presents a greater risk of fraud and inaccurate valuations.

The required information to be provided by a merchant for a merchant cash advance is less stringent and differs from that provided for traditional capital advances and loans from institutional lenders, giving rise to numerous risks. These risks include, but are not limited to, a funder receiving fraudulent or inaccurate financial data from a merchant, entering into a transaction with a merchant who has historical and/or current credit related issues, and facing market shifts which may outdate the market research a funder uses to create its approval methodology. Although the Uniform Commercial Code governs merchant cash advance transactions as commercial transactions and provides for certain legal protections, the lack of collateral required in merchant cash advance transactions presents a risk of total and unrecoverable loss. 

Our growth strategy involves building on our success in financial solutions, which may present risks and challenges that we have not yet experienced.

Our financial solutions, such as our merchant cash advance (or similar) offerings, continue to become an increasingly important part of our business. Our strategy has and will continue to require significant investment in cross-functional operations and management focus, along with investment in supporting technologies and people. The availability of our financial solutions requires us to comply with different and evolving laws governing financial services, as well as the collection, storage and use of information and data, including personal data. We may incur additional costs and operational challenges in complying with these laws, and differences in these laws may cause us to operate our businesses differently in different territories. If so, we may incur additional costs and may not fully realize the investment in our expansion.

Development of new financial solutions incorporating technology is a complex process and subject to numerous uncertainties. Our success in developing such solutions will depend in part on our ability to develop them in a manner that keeps pace with continuing changes in technology, evolving industry standards, new financial solution and product introductions by competitors, changing client preferences and requirements and the interoperability of such solutions with our platform, including the platforms of companies we acquire, and third-party developed portions thereof.

In addition, we face competition from established financial solutions providers offering existing and proven financial solutions. These financial solutions providers and their financial product offerings benefit from a long history of market acceptance and familiarity as compared to our financial solutions. Potential customers for our financial solutions may be reluctant to adopt our solutions over existing solutions for a variety of reasons, such as transition costs, business disruption, or loss of functionality to which they are accustomed. Customers may also consider our solutions as inferior to similar solutions offered by our competitors. Finally, the marketability of our financial solutions we offer could be significantly affected by changes in economic or market conditions or by the adoption of new technologies and solutions. There can be no assurance that our customers will adopt our financial solutions over other competing solutions.

If we are unable to provide a convenient and consistent experience for our customers, our ability to compete and our results of operations could be adversely affected. In addition, if the solutions we offer do not appeal to our customers, reliably function as designed, or maintain the privacy and security of customer data, we may experience a loss of customer confidence or lost revenue, which could adversely affect our reputation and results of operations.

The markets in which we participate are highly competitive. We may not be able to compete successfully against current and future competitors.

We face competition in various aspects of our business, and we expect such competition to intensify in the future as existing and new competitors introduce new financial solutions or enhance existing solutions. We compete against companies and financial institutions across the retail banking, financial services, consumer technology and financial technology services industries, as well as other nonbank lenders serving credit-challenged consumers, including online marketplace lenders, check cashers, point-of-sale lenders and payday lenders. We may compete with others in the market who may in the future provide offerings similar to ours, particularly companies who may provide money management, lending and other services. 

We have competitors with longer operating histories, larger customer bases, greater brand recognition, greater experience and more extensive commercial relationships in certain jurisdictions, and greater financial, technical, marketing and other resources than we do. Our potential new or existing competitors may be able to develop financial products and services better received by customers or may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, regulations or customer requirements. In addition, some of our larger competitors may be able to leverage a larger installed customer base and distribution network to adopt more aggressive pricing policies or terms of service and offer more attractive sales terms or customer promotions, which could cause us to lose potential sales or to sell our financial solutions at lower prices. In addition, there are a number of companies that are not currently direct competitors but that could in the future shift their focus on our industries and offer competing products and services. There is also a risk that certain of our current customers and business partners could terminate their relationships with us and use the insights they have gained from partnering with us to introduce their own competing financial products and services. As our business evolves, the competitive pressure to innovate will encompass a wider range of financial products and services. There can be no assurance that our efforts to require new and existing customers to adopt our financial solutions will be successful and we may lose certain customers, and our operating results may be adversely affected if we are not successful in our efforts.

The impact of worldwide economic conditions such as inflation and changes in interest rates, including the resulting effect on the operations of and spending by SMBs and on consumer spending, may adversely affect our business, operating results and financial condition.

Our performance is subject to worldwide economic conditions and global events, including political, economic, social and environmental risks that may impact our operations or our customers’ operations. Such conditions and events may adversely affect consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. Deterioration in general economic conditions, including any rise in unemployment rates, inflation and increases in interest rates, have adversely affected in the past and may in the future adversely affect consumer spending, consumer debt levels and payment card usage, and as a result, have adversely affected in the past and may in the future adversely affect our financial performance by reducing the number of transactions or average purchase amount of transactions processed using our financial solutions. Many of the customers that use our financial solutions are SMBs and many are also in the entrepreneurial stage of their development. SMBs may be disproportionately affected by the aforementioned economic conditions or economic downturns, especially if they sell discretionary goods. SMBs may also be disproportionately affected by other economic conditions, including labor shortages and global supply chain issues. SMBs frequently have limited budgets and may choose to allocate their spending to items other than our platform, especially in times of economic uncertainty or recessions. Economic and geopolitical uncertainties, including the Israel-Hamas war and Russia's invasion of Ukraine may further amplify such risks.

Weakening economic conditions may also adversely affect third parties, including suppliers and partners, with whom we have entered into relationships and upon whom we depend in order to operate and grow our business. Uncertain and adverse economic conditions may also lead to increased write-offs of our receivables, and refunds and chargebacks or potential losses to our merchant cash advance program, any of which could adversely affect our business.

Our business could be harmed if we fail to manage our growth effectively and efficiently.

The growth we have experienced in our business places significant demands on our operational infrastructure. The scalability and flexibility of our financial solutions depends on the functionality of our technology and network infrastructure and its ability to handle increased demand. Any problems with the transmission of increased data and requests could result in harm to our brand or reputation. Moreover, as our business grows, we will need to devote additional resources to improving our operational infrastructure and continuing to enhance its scalability in order to maintain the performance of financial offerings.

To support our growth, we expect to make sales and marketing expenditures to increase sales of our financial products and increase awareness of our brand. A significant portion of our investments in our sales and marketing and research and development activities will precede the benefits from such investments, and we cannot be sure that we will receive an adequate return on our investments.

Our growth has placed, and will likely continue to place, a significant strain on our managerial, administrative, operational, financial and other resources. We intend to further expand our overall business with no assurance that our revenues will continue to grow. As we grow, we will be required to continue to improve our operational and financial controls and reporting procedures, and we may not be able to do so effectively. Furthermore, some members of our management do not have significant experience managing a large business operation, so our management may not be able to manage such growth effectively. In managing our growing operations, we are also subject to the risks of over-hiring and/or overcompensating our employees and over-expanding our operating infrastructure. As a result, we may be unable to manage our expenses effectively in the future, which may negatively impact our gross profit or operating expenses.

As a result of our growth, some of our employees have been with us for a short period of time, and many have joined in a remote work environment. As we continue to grow, we must effectively integrate, develop and motivate employees. We may find it difficult to maintain our corporate culture, which could limit our ability to innovate and operate effectively. Any failure to preserve our culture could also negatively affect our ability to recruit and retain personnel, to continue to perform at current levels or to execute on our business strategy effectively and efficiently.

Our brand is integral to our success. If we fail to effectively maintain, promote and enhance our brand, our business and competitive position may be harmed.

We believe that maintaining, promoting and enhancing brands is critical to expanding our business. Maintaining and enhancing our brand will depend largely on our ability to provide high-quality, well-designed, useful, reliable and innovative financial solutions, which we may not do successfully.

Errors, defects, data breaches, disruptions, outages or other performance problems with our technology or related services, including with third-party applications, may harm our reputation and brand. We may introduce new financial solutions or terms of service that SMBs do not like, which may negatively affect our brand. Additionally, if our customers have a negative experience using our financial solutions, such an experience may affect our brand, especially as we try and gain market acceptance.

Any unfavorable media coverage or negative publicity about our industry or our company, including, for example, publicity relating to our financial products, our privacy and security practices, our product changes, our financial reporting, pending or threatened litigation, regulatory activity, or the actions of our partners or our customers, could seriously harm our reputation, even if inaccurate or misleading. Such negative publicity could also adversely affect the size, demographics, engagement, and loyalty of our customers and result in decreased revenue, which could seriously harm our business.

We believe that the importance of brand recognition will increase as competition in our market increases. In addition to our ability to provide reliable and useful solutions at competitive prices, successful promotion of our brand will depend on the effectiveness of our marketing efforts. The success of our brand promotion efforts is partly dependent on our visibility on third-party advertising platforms and changes in the way these platforms operate or changes in their terms or data use practices could make marketing and promotion of our platform and brand more expensive and difficult. Our efforts to market our brand have involved significant expenses. Our marketing spend may not yield increased revenue, and even if it does, any increased revenue may not offset the expenses we incur in building and maintaining our brand.

Our growth depends in part on the success of our strategic relationships with third parties.

We anticipate that the growth of our business will continue to depend on third-party relationships, including strategic partnerships and relationships with our service providers and suppliers, including syndicate brokers, underwriters, brokers, real estate professionals and other partners. In addition to growing our third-party partner ecosystem, we have entered into agreements with, and intend to pursue additional relationships with, other third parties, such as technology and content providers. Some of the third parties that sell our services have direct contractual relationships with our customers, and in these circumstances, we risk the loss of such customers if those third parties fail to perform their contractual obligations, including in the event of any such third party’s business failure. These third-party providers may choose to terminate their relationship with us or to make material changes to their businesses, products or services in a manner that is adverse to us.

Security breaches, denial of service attacks, or other hacking and phishing attacks on our systems or other security breaches, including internal security failures, could harm our reputation or subject us to significant liability, and adversely affect our business and financial results.

We operate in an industry that is prone to cyberattacks. Failure to prevent or mitigate security breaches and improper access to or disclosure of our data, customer data, or the data of their consumers, could result in the loss or misuse of such data, which could harm our business and reputation. The security measures we have integrated into our internal networks and platforms are designed to prevent or minimize security breaches but may not function as expected or may not be sufficient to protect our internal networks and platforms against certain attacks. In addition, incidents can originate on our partners' websites or systems, which can then be leveraged to access our website or systems, further preventing our ability to successfully identify and mitigate an attack. Threat actors are rapidly evolving the techniques used to sabotage or to obtain unauthorized access to networks in which data is stored or through which data is transmitted. As a result, we may be unable to anticipate these techniques or implement adequate preventative measures to prevent an electronic intrusion into our networks. While we have established cyberattack remediation plans to guide us in triaging and responding to such attacks, there can be no assurance that the measures set forth under such plan will be adequate in all circumstances nor that they will be effective in mitigating, or allowing us to recover from, the effects of such attacks. While we do not yet have insurance coverage and while we plan to obtain coverage in the near future, any coverage we acquire may be insufficient to compensate us for all liabilities that we may incur.

Our customers’ storage and use of data to operate their businesses and deliver services to their consumers is essential to their use of our platform, which stores, transmits and processes our customers’ proprietary information and personal information relating to them, their employees and their consumers. If a security breach were to occur, as a result of third-party action, employee error, breakdown of our internal security processes and procedures, malfeasance or otherwise, and the confidentiality, integrity or availability of our customers’ data were disrupted, we could incur significant liability to our customers, to partners and to individuals whose information was being stored by our customers, and our platform may be perceived as less desirable, which could negatively affect our business and damage our reputation.

Our platform and third-party applications available on, or that interface with, our platform have been and, in the future, may be subject to distributed denial of service attacks (“DDoS”), a technique used by hackers to take an internet service offline by overloading its services. Since techniques used to deliver DDoS attacks are evolving, we may be unable to implement adequate preventative measures or stop DDoS attacks or security breaches while they are occurring. We cannot guarantee that applicable recovery systems, security protocols, network protection mechanisms and other procedures are or will be adequate to prevent network and service interruption, system failure or data loss. In addition, computer malware, viruses, ransomware, extortion, and hacking and phishing attacks or social engineering incidents by third parties are prevalent in our industry. We have experienced such attacks and security incidents in the past and may experience them in the future. For example, in Fiscal 2024 we were the target of frequent phishing and distributed DDoS attempts. Any actual or perceived DDoS attack or security breach could damage our reputation and brand, expose us to a risk of litigation and possible liability and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the DDoS attack or security breach. 

Moreover, our platform and third-party applications available on, or that interface with, our platform could be breached if vulnerabilities in our platform or third-party applications are exploited by unauthorized third parties or due to employee error, breakdown of our internal security processes and procedures, malfeasance, or otherwise. If these third parties fail to adhere to adequate data security practices, or in the event of a breach of their networks, our own and our customers' data may be improperly accessed, used or disclosed. Further, threat actors may attempt to fraudulently induce employees or customers into disclosing sensitive information such as usernames, passwords or other information or otherwise compromise the security of our internal networks, electronic systems and/or physical facilities in order to gain access to our data or our customers’ data. As a result of our increased visibility, the size of our customer base, and the increasing amount of confidential information we process, we believe that we are increasingly a target for such breaches and attacks. This threat may intensify in the event of retaliatory cyberattacks stemming from geopolitical events such as Russia's invasion of Ukraine. In addition to our own platform and applications, some of the third parties we work with may receive information provided by us, by our customers, or by our customers’ consumers through web or mobile applications. If these third parties fail to adhere to adequate data security practices, or in the event of a breach of their networks, our own and our customers’ data may be improperly accessed, used or disclosed.

Some jurisdictions have enacted laws requiring companies to notify individuals and authorities of data security breaches involving certain types of personal or other data and our agreements with certain customers and partners require us to notify them in the event of a security incident. Similarly, if our suppliers experience data breaches and do not notify us or honor their notification obligations to authorities or users, we could be held liable for the breach. We may not be in a position to assess whether a data breach at one of our suppliers would trigger an obligation or liability on our part. Such mandatory disclosures are costly, could lead to negative publicity, and may cause our customers to lose confidence in the effectiveness of our data security measures. Moreover, if a high-profile security breach occurs with respect to another SaaS provider, customers may lose trust in the security of the SaaS business model generally, which could adversely impact our ability to retain revenue from existing customers or attract new ones. Similarly, if a high-profile security breach occurs with respect to a retailer or eCommerce platform, customers may lose trust in eCommerce more generally, which could adversely impact our customers’ businesses. Any of these events could harm our reputation or subject us to significant liability, and materially and adversely affect our business and financial results.

System failures, interruptions, delays in service, catastrophic events, inadequate infrastructure and resulting interruptions in the availability or functionality of our platform could harm our reputation or subject us to significant liability and adversely affect our business and financial results.

Our brand, reputation and ability to attract, retain and serve our customers are also dependent upon the reliable performance of our platform, including our underlying technical infrastructure. Our platform is mission critical for our customers who rely on it to manage their businesses, and the data collected in connection therewith, including transaction records, information about inventory and customers and other important business information and data. Our systems, those of our third- service providers may experience service interruptions, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks and other geopolitical unrest, cyberattacks or disruptions, computer viruses, ransomware, malware or other events. Our systems are also subject to break-ins, sabotage, and acts of vandalism.

Interruptions or other issues in the proper functioning of or upgrades to our information technology systems could cause disruption to our operations.

Our information technology systems require periodic modifications, upgrades, and replacement that subject us to costs and risks, including potential disruption to our internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel or outside firms to implement and operate existing or new systems, diversion of management’s attention from other aspects of our business, and other risks and costs of delays or difficulties in transitioning to new or modified information technology systems or of integrating new or modified information technology systems into our current technical infrastructure.

We are continually improving and upgrading our information technology systems, including systems of the companies we have acquired, which acquired systems we have integrated to varying degrees. Implementation of new information technology systems is complex, expensive, and time-consuming. If we fail to timely and successfully implement new information technology systems, or improvements or upgrades to existing or integrated information technology systems, or if such information technology systems do not operate as intended, this could have an adverse impact on our business, internal controls (including internal controls over financial reporting), results of operations and financial condition.

We heavily rely on our information technology systems to manage our various business operations and regulatory compliance. Our technical infrastructure has in the past and may in the future be subject to damage or interruption from a variety of sources, including power outages, computer and telecommunications failures, fraud, computer viruses, cybersecurity breaches, vandalism, severe weather conditions, catastrophic events, military or political conflicts, terrorism, and human error. If our information technology systems are damaged, fail to function properly, or otherwise become compromised or unavailable, we may incur substantial costs to repair or replace them, and we may experience loss of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business, results of operations and financial condition.

We store personal and other information of our partners, our customers and their consumers and our employees. If the security of this information is compromised or is otherwise accessed without authorization or is perceived to be compromised or accessed without authorization, our reputation may be harmed, and we may be exposed to liability and loss of business.

We store personal information and other confidential information of our partners and our customers and may also store credit card information of our customers. We also collect and maintain personal information of our employees. We do not regularly monitor or review the content that our customers upload and store, or the information provided to us through the applications integrated with our platform, and, therefore, we do not control the substance of the content hosted within our platform, which may include personal information. Additionally, we use third-party service providers and sub processors to help us deliver services to customers and their consumers. These service providers and sub processors may store personal information, credit card information and/or other confidential information.

We have in the past experienced and may in the future experience successful attempts by third parties to obtain unauthorized access to the personal information of our partners, our customers and our customers’ consumers, and events or situations as a result of which this information was or could be exposed through human error, malfeasance or otherwise. The unauthorized or inadvertent release or access, or other compromise of this information could have a material adverse effect on our business, financial condition and results of operations. Even if such a data breach were to affect one or more of our competitors or our customers’ competitors, rather than us, the resulting consumer concern could negatively affect our customers and/or our business.

We are also subject to federal, state, provincial and foreign laws regarding cybersecurity and the protection of data. The regulatory framework in Canada, the United States, Europe and many other jurisdictions in respect of privacy issues is constantly evolving and is likely to remain uncertain for the foreseeable future. Numerous laws and regulations, including Canada's Personal Information Protection and Electronic Documents Act, Québec's Law 25, the European Union's General Data Protection Regulation (“GDPR”), the UK's General Data Protection Regulation, the California Consumer Privacy Act as modified by the California Consumer Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Rights Act, and the Utah Consumer Privacy Act, have detailed requirements concerning the collection, use, disclosure, transfer, safeguarding, and retention of personal data and grant individuals certain rights related to their personal data.

As of early 2025, at least 20 states have passed comprehensive privacy laws that go beyond breach notification to regulate how businesses collect, use, and protect personal data. These laws grant consumers rights like access, deletion, and opting out of data sales, while requiring “reasonable” security measures. Newer laws in states like Texas (Texas Data Privacy and Security Act, effective 2024) and New Jersey (effective 2025) follow this model, with variations in scope and enforcement.

The enactment of such laws could have potentially conflicting requirements that would make compliance challenging. Restrictions imposed by such laws may also impair our merchant's ability to sell or market their products or adversely impact our product development efforts, which could affect our operating results.

In addition to the foregoing, a breach of cybersecurity and data protection laws could result in regulatory investigations, reputational damage, orders to cease or change our data processing, enforcement notices, and / or assessment notices (for a compulsory audit). We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

The interpretation and application of the above laws are often uncertain and such laws may be interpreted and applied in a manner inconsistent with our current policies and practices or require us to make changes to our platform. Additionally, laws in some jurisdictions, as well as our contracts with certain customers, require us to use industry-standard or reasonable measures to safeguard personal information or confidential information, and thereby mitigate the risk of a security incident. These laws and contractual obligations, which tend to focus on individuals’ financial and payment related information, are increasingly relevant to us, as we have started to process more information from our customers’ consumers through our platform.

Our failure to comply with legal or contractual requirements around the security of personal information could lead to significant fines and penalties imposed by regulators, as well as claims by our partners, our customers and their consumers, our employees or other relevant stakeholders. These proceedings or violations could force us to spend money in defense or settlement of these proceedings, result in the imposition of monetary liability or injunctive relief, diversion of management’s time and attention, increase our costs of doing business, and materially adversely affect our reputation and the demand for our solutions.

Significant increases in the cost or decreases in the availability of the insurance we maintain could adversely impact our financial condition.

To protect the Company against various potential liabilities, we maintain a variety of insurance programs, including key man insurance, workers’ compensation and omissions and error insurance. We may reevaluate and change the types and levels of insurance coverage that we purchase. We are self-insured when insurance is not available or not available at reasonable premiums. We are currently looking into acquiring general liability insurance, and cyber security insurance. There are types of losses we may incur but against which we cannot be insured or which we believe are not economically reasonable to insure, such as losses due to acts of war, employee and certain other crime, certain wage and hour and other employment-related claims, including class actions, actions based on certain customer protection laws, and some natural and other disasters or similar events. If we incur such losses and they are material, our business could suffer. Risks associated with insurance plans include:

Because we are a “Smaller Reporting Company,” we may take advantage of certain scaled disclosures available to us, resulting in holders of our securities receiving less company information than they would receive from a public company that is not a Smaller Reporting Company.

We are a “smaller reporting company” as defined in the Exchange Act. As a smaller reporting company, we may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. To the extent we take advantage of any reduced disclosure obligations, it may make it harder for investors to analyze the Company’s results of operations and financial prospectus in comparison with other public companies.

Our reliance on syndication partners and contractual arrangements for funding MCAs exposes us to risks if such partners reduce participation, fail to perform, or terminate agreements

We generate a portion of our revenue through our Syndicated Funding model, in which we participate alongside third-party syndication partners in merchant cash advances. In syndicated transactions, the syndication partner acts as the lead funder and contracts directly with the merchant, while we participate in a portion of the advance. These arrangements are governed by Master Participation Agreements.

Our Syndicated Funding model creates dependence on external partners whose decisions and capital commitments are outside our control. If our syndication partners were to reduce their participation levels, delay capital deployment, terminate their agreements with us, or demand terms less favorable to us, our revenue from Syndicated Funding activities could be materially reduced. Because these arrangements are often concentrated among a limited number of syndication partners, we are exposed to partner concentration risk.

In addition, our reliance on contractual agreements creates the possibility of disputes regarding servicing performance, allocation of profits, servicing fees, or interpretation of key provisions. Any disruption in these relationships or disputes under these agreements could impair our ability to originate and service merchant cash advances through our Syndicated Funding model, reduce our revenue, and materially and adversely affect our business and results of operations.

Our dependence on ISOs and other third-party distribution partners for a significant portion of originations subjects us to risks relating to partner performance, regulatory compliance, customer quality, and potential concentration of deal flow.

We rely on independent sales organizations (ISOs) and other third-party distribution partners to originate a significant percentage of our merchant applications for both our Direct Funding and Syndicated Funding models. Our agreements with ISOs typically provide for referral compensation based on funded amounts. If a material number of these ISOs were to cease submitting applications to us, shift their business to competitors, or demand higher compensation, our funded deal volume could decline, and our customer acquisition costs could increase. Because our internal business development resources are limited, we may not be able to quickly replace lost ISO-originated volume with Direct Funding originations, which could negatively affect our growth and revenues.

In addition, ISOs operate as independent contractors and are not subject to our direct supervision or control, which exposes us to operational and compliance risks. Misconduct, misrepresentation, or non-compliance by an ISO could harm our reputation, lead to regulatory scrutiny, or result in legal claims against us. Further, increased regulatory attention on ISOs and broker practices in the alternative lending industry could impose new compliance obligations on us as the funder, which may increase costs or reduce the attractiveness of ISO-originated transactions.

Our dependence on third-party ISOs and distribution partners therefore creates both financial and operational risks. If we are unable to effectively manage these relationships, ensure compliance with applicable laws, or diversify our origination channels, our business, financial condition, and results of operations could be materially and adversely affected.

Our use of AI, machine learning, and automated tools, together with reliance on third-party data providers, exposes us to risks involving accuracy, operational continuity, data security, and regulatory scrutiny, any of which could materially affect our ability to underwrite, detect fraud, and manage credit risk.

We rely on artificial intelligence (“AI”), machine learning (“ML”), and automation tools, in combination with human oversight, to support our underwriting, fraud detection, and data analysis processes. While we believe these technologies improve efficiency, reduce fraud risk, and enhance credit decision-making, they also introduce risks that could materially and adversely affect our business, financial condition, and results of operations.

Our underwriting process depends on sensitive data provided by merchants, including bank statements, financial records, tax filings, and transactional histories. This information is analyzed using AI-enabled tools that structure, authenticate, and evaluate the data. Although we implement strict safeguards, including encryption, access controls, audit trails, and limiting the use of such data exclusively to underwriting and servicing activities, there is a risk that these systems could be subject to unauthorized access, cyberattacks, or data breaches. Any such event could expose us to liability under data privacy laws, regulatory enforcement actions, reputational harm, and loss of customer confidence.

We also rely on third-party providers to aggregate and authenticate financial data, provide credit bureau information, and detect potential fraud. If these providers experience service disruptions, errors, inaccuracies, or terminate their services to us, our ability to process applications efficiently could be materially impaired. Because AI and ML models require continual updates to remain accurate, reliance on third parties introduces the risk that errors in their models could lead to inaccurate underwriting decisions, higher default rates, or lost business opportunities.

In addition, AI-driven analysis is based on patterns and assumptions derived from historical data. These models may fail to predict merchant behavior in changing macroeconomic conditions, during unexpected events, or when applied to businesses with limited operating histories. If our reliance on AI or ML produces inaccurate risk assessments, we could experience increased loss rates or fail to identify fraudulent applications.

Finally, while our AI-enabled underwriting process is designed to accelerate decision-making compared to traditional lenders, it is subject to significant regulatory scrutiny. Regulators may adopt new rules regarding the use of AI, ML, or alternative data in underwriting that could require changes to our processes, increase compliance costs, or limit our ability to use certain data sources. Any such developments could adversely affect our operations and results.

Our debt financing arrangement with Stewards International Funds PCC (on behalf of the Stewards Private Credit Fund) increases our fixed debt obligations and may result in shareholder dilution upon the future exercise of associated warrants.

On September 1, 2025, we entered into a financing arrangement with Stewards International Funds PCC (on behalf of the Stewards Private Credit Fund) pursuant to which we may raise up to $50 million through the issuance of unsecured and unsubordinated debt notes (the “Stewards debt notes”). On October 30 the Stewards debt notes were extended to $100 million. As of March 31, 2026, we had drawn $7.3 million under this facility.

While this financing provides us with additional capital resources, it also introduces risks. The Stewards debt notes carry a fixed annual interest rate of 8.0% and mature in August 2030. Servicing this debt will require ongoing cash interest payments, which may limit the funds available for operations, growth initiatives, or other strategic investments. Because the notes are unsecured, in the event of financial distress we would remain fully liable for repayment without the benefit of collateral-based restructuring flexibility.

In connection with the issuance of the Stewards debt notes, we also agreed to issue warrants exercisable for ordinary shares at a fixed price of $0.76 per share. As of March 31, 2026, we had issued warrants to purchase approximately 9.6 million shares of common stock in connection with the $7.3 million drawn under the facility. Although the warrants are subject to a delayed exercise period, commencing no earlier than 12 months following an IPO or the maturity date, whichever is later, the eventual exercise of these warrants could result in dilution to existing shareholders. Furthermore, while the warrants are structured to minimize dilution around the time of our planned public offering, investor perception of potential dilution may nevertheless impact the trading price of our common stock.

The proceeds from this financing are required to be used exclusively for (i) refinancing existing debt, including obligations maturing in June 2026 that currently carry an effective interest rate of approximately 15%, and (ii) funding the Company’s general operational needs. The Stewards debt notes are unsecured and unsubordinated obligations of the Company and are not secured against any particular assets. While this structure provides immediate interest savings and reduces our overall cost of capital, it does not generate incremental discretionary growth capital. If we are unable to refinance or repay the remaining portion of our indebtedness as it comes due, or if future financing is not available on acceptable terms, our liquidity and ability to execute our business strategy could be materially and adversely affected. 

Risks Related to the 1818 Park Acquisition and Our Real Estate Business and Industry

We may be unable to obtain an extension or refinancing of the matured mortgage loan on 1818 Park, which could result in foreclosure and loss of the property.

Block 40, LLC, the entity through which we own 1818 Park, has a senior secured mortgage loan with an outstanding balance of approximately $73.6 million as of the date of this prospectus. As of June 22, 2026, the 1818 Park property had a physical occupancy of approximately 92.3% (252 of 273 units leased), with 21 physically vacant units (of which 11 were pre-leased) and 18 additional units under active notice to vacate (of which 11 were pre-leased). The in-place debt service coverage ratio was approximately 0.9x and the loan-to-value ratio was approximately 48%.

The loan agreement has been amended four times since origination. The loan reached its stated maturity date of June 1, 2026. The Company and the lender have negotiated and prepared a Fifth Omnibus Amendment to Loan Documents that would extend the maturity date of the loan from June 1, 2026 to August 1, 2026. The Fifth Omnibus Amendment has not yet been executed. The Company is actively working to satisfy the conditions precedent to, and to execute, the Fifth Omnibus Amendment. Key terms of the proposed Fifth Omnibus Amendment include an extension of the maturity date to August 1, 2026, the payment of a modification fee and an extension fee, the grant of a pledge over the membership interests in the borrower entity, the addition of the Company as a guarantor, and a temporary waiver of the requirement to maintain an interest rate cap agreement during the extension period.

The Company is also actively pursuing a longer-term refinancing of the loan and does not currently intend to exercise the contractual one-year extension option to June 2027 that is available under the existing loan documents. On June 11, 2026, we received a non-binding term sheet from Värde Mortgage Capital proposing a $79.0 million refinancing facility. Key proposed terms include a 24-month initial term with three 12-month extension options, a floating interest rate of SOFR + 3.95% (with a floor of 7.45%), and customary covenants and reserves. The term sheet is non-binding, and there can be no assurance that the Company will complete a refinancing on the terms set forth in the term sheet or at all.

There can be no assurance that we will be able to complete a long-term refinancing on acceptable terms, or at all. Our ability to obtain a long-term refinancing of the mortgage on acceptable terms will depend on numerous factors, many of which are outside our control, including the appraised value and performance of the property, the level of interest rates at the time of refinancing, credit market conditions, and lender appetite for real estate exposure in our markets. If we are unable to refinance on acceptable terms, we may be required to contribute additional equity, restructure the loan on unfavorable terms, or sell the property under distressed conditions, any of which could materially and adversely affect our liquidity, financial condition, and results of operations.

Even if refinancing is available, rising interest rates or changes in lending standards could result in materially higher debt service costs, further constraining cash flows available for distribution or reinvestment.

Furthermore, the mortgage is secured by 1818 Park, and a failure to meet our debt service obligations or otherwise satisfy our obligations under the loan documents could result in foreclosure, which would cause us to lose the property and its associated income streams and could have a material adverse effect on our financial condition, results of operations, and liquidity.

Our substantial level of indebtedness and low debt service coverage ratio at 1818 Park could adversely affect our liquidity and raise substantial doubt about our ability to continue as a going concern.

We have a significant amount of indebtedness, including the mortgage loan secured by the 1818 Park property. As described above, this loan reached its stated maturity date of June 1, 2026. The Company and the lender have negotiated and prepared a Fifth Omnibus Amendment to Loan Documents that would extend the maturity date to August 1, 2026. The Fifth Omnibus Amendment has not yet been executed. As of June 22, 2026, the 1818 Park property had an in-place debt service coverage ratio of approximately 0.9x. The current in-place debt service coverage ratio below 1.0x and our dependence on successfully executing the Fifth Omnibus Amendment or completing a longer-term refinancing raise substantial doubt about our ability to continue as a going concern. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Going Concern.”

§  Requiring us to dedicate a substantial portion of our cash flow from operations to debt service, reducing the availability of cash for other purposes;

§  Increasing our vulnerability to adverse economic, industry, or competitive developments;

§  Limiting our ability to obtain additional financing for working capital, capital expenditures, or other purposes;

§  Restricting us from making strategic acquisitions or investments; and

§  Placing us at a competitive disadvantage compared to competitors with less debt.

Our ability to make scheduled payments on our indebtedness, including the mortgage loan secured by 1818 Park, depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. Given the current in-place debt service coverage ratio of approximately 0.9x at 1818 Park and the fact that the Fifth Omnibus Amendment has not yet been executed, we may not generate sufficient cash flow from operations to service this debt if a longer-term refinancing is not completed. If we are unable to service our debt, we may be forced to take actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital. We may not be able to effect any of these actions on commercially reasonable terms, or at all.

Our exposure to floating interest rates increases our sensitivity to changes in market rates, and rising interest rates could significantly increase our debt service costs, reduce cash flow, and adversely affect our financial condition.

While we have entered into an interest rate cap agreement that provides protection against increases in one-month SOFR above 4% on $73.6 million of notional principal through to 1 July 2026, this protection is limited in both duration and scope. The cap only applies to the SOFR index and does not cover the credit spread we are required to pay under our loan. Moreover, once the cap expires, we will be fully exposed to prevailing floating rates unless we are able to secure new hedging protection, which may be more costly or unavailable on acceptable terms. If benchmark interest rates increase materially, or if replacement protection is unavailable after the cap’s termination, our debt service obligations could rise significantly, reducing our cash flow available for operations, impairing our ability to meet our debt covenants, and adversely affecting our financial condition and results of operations.

In addition, the need to refinance our mortgage loan upon maturity exposes us to further interest rate risk, as prevailing rates at the time of refinancing may be significantly higher than current levels. A sustained increase in market interest rates could therefore reduce the attractiveness of 1818 Park as an investment, depress its valuation, and adversely affect our overall financial condition and results of operations.

Our ability to generate rental income depends on maintaining high occupancy levels and stable tenant performance, and any decline in occupancy, increased lease turnover, or tenant defaults could reduce cash flows and adversely affect our financial condition.

The success of our investment in 1818 Park, and of our broader real estate strategy, depends heavily on our ability to attract and retain tenants on favorable terms. Rental income constitutes the primary source of cash flow for servicing debt and funding operating expenses. If occupancy levels decline due to competitive properties, unfavorable market conditions, or tenant relocations, we may be unable to generate sufficient revenue to cover our costs.

In addition, tenants may fail to perform under their leases for a variety of reasons, including financial difficulties, bankruptcy, or broader economic downturns. Tenant defaults or non-renewals would require us to incur additional leasing costs, offer rent concessions, or spend significant capital on tenant improvements in order to attract replacement tenants, all of which could materially reduce our cash flows. Even if we are able to re-lease space, there is no assurance that new tenants will pay rental rates equal to or greater than those paid by prior tenants, or that new leases will not include more burdensome terms.

Furthermore, high turnover in occupancy not only increases leasing and marketing costs but also creates potential downtime between tenants, during which no rental income is generated. A sustained decline in occupancy, or the loss of one or more significant tenants, would adversely affect our ability to meet debt service obligations, reduce cash available for distribution, and impair the value of our properties. These risks are heightened by the concentration of income from a limited number of tenants, making us more vulnerable to the performance and creditworthiness of those tenants than if we had a more diversified tenant base.

A significant portion of our rental income is derived from a limited number of tenants, and if these tenants experience financial difficulties, default on their leases, or choose not to renew, our revenues could be materially and adversely affected.

Our rental revenue at 1818 Park, and potentially at other properties we may acquire, is concentrated among a limited number of tenants. As a result, the financial performance of a small group of tenants has a disproportionate impact on our overall cash flow and our ability to meet debt service obligations. If any of these tenants were to experience financial distress, bankruptcy, or operational challenges, they could seek to renegotiate lease terms, delay or withhold payments, or default altogether, materially reducing our revenue.

Even if tenants remain in good financial condition, we are subject to renewal risk at lease expiration. Tenants may elect not to renew their leases for reasons outside of our control, such as relocation, downsizing, or changes in their business strategy. Replacing a departing tenant could require us to offer significant lease concessions, incur material tenant improvement costs, or accept lower rental rates, any of which would negatively affect our cash flow. Additionally, periods of vacancy between tenants would generate no rental income, increasing our reliance on reserves or other sources of liquidity.

Given the limited number of tenants, the loss or default of even one major tenant could materially and adversely affect our results of operations, financial condition, and ability to satisfy debt obligations. This concentration risk reduces the diversification of our income stream and makes us more vulnerable to tenant-specific risks than a portfolio with a broader tenant base.

Our financial performance is heavily influenced by local market conditions and broader economic trends, and adverse changes in employment levels, consumer demand, interest rates, or the supply of competitive properties could materially and adversely affect occupancy rates, rental income, and property values.

The performance of 1818 Park, and any other properties we may acquire, is closely tied to conditions in the surrounding local market as well as broader national and regional economic trends. Local employment levels, population growth, and consumer spending patterns directly affect demand for both residential and commercial space within our properties. An increase in unemployment, a decline in consumer demand, or other adverse economic events in our market could lead to reduced demand for rental units, lower rental rates, and higher vacancy levels.

In addition, interest rates and capital market conditions affect not only the cost of our financing but also the purchasing power and financing ability of prospective tenants and buyers. Rising interest rates or tightening credit conditions may reduce tenant demand, constrain our ability to refinance debt, and lower property valuations. Moreover, increased supply of competitive residential or mixed-use properties in the same market could create downward pressure on occupancy levels, limit our ability to raise rents, and force us to offer greater concessions to attract and retain tenants.

Because our real estate portfolio is not widely diversified across geographic regions, negative developments in the local economy or broader economic environment could have a disproportionately adverse effect on our business, results of operations, and financial condition.

We may require additional capital to support operations, fund improvements, or meet debt service obligations, and if we are unable to generate sufficient cash flow from the property or access financing on favorable terms, our liquidity could be constrained, forcing us to defer capital projects, seek dilutive equity, or dispose of assets under unfavorable conditions.

The successful operation of 1818 Park requires sufficient liquidity to cover property-level operating expenses, debt service obligations, and periodic capital expenditures, including maintenance, renovations, or tenant improvements. If rental income and other cash flows generated by the property are insufficient, we may need to secure additional capital through borrowings, equity issuances, or asset sales. Our ability to obtain additional financing is subject to numerous factors, including the performance of the property, prevailing interest rate and credit conditions, the strength of the commercial real estate market, and our overall financial condition.

There can be no assurance that financing will be available on acceptable terms, or at all. If we are unable to refinance existing debt at maturity, raise additional debt or equity capital, or sell non-core assets on favorable terms, we may be forced to defer necessary capital projects, reduce operating flexibility, issue additional equity securities at prices that may be dilutive to existing stockholders, or dispose of assets under adverse market conditions, potentially at values below their carrying amounts. Any such outcome could materially and adversely affect our business, liquidity, results of operations, and financial condition.

Our ownership and operation of 1818 Park exposes us to property-specific risks, including physical condition issues, unanticipated capital expenditures, changes in local market demand, competition from nearby properties, and compliance with zoning, building, and environmental regulations, any of which could increase costs, reduce occupancy, or adversely affect the value and cash flow of the property.

Owning and operating 1818 Park involves risks unique to the property itself. The physical condition of the building may require ongoing repairs, capital expenditures, or upgrades that are more extensive than originally anticipated, particularly as the property ages or as building systems deteriorate. Unforeseen maintenance needs or structural issues could significantly increase operating costs and disrupt tenant occupancy.

In addition, the property’s financial performance depends on local market dynamics, including demand for rental units, competition from newly developed or nearby properties, and demographic or economic shifts that may affect tenant demand. If competing properties offer more attractive amenities, pricing, or locations, 1818 Park could experience reduced occupancy or require rent concessions, thereby decreasing revenues.

The property is also subject to extensive regulation, including zoning restrictions, building codes, health and safety requirements, and environmental laws. Failure to comply with these regulations, or changes in applicable laws, could result in increased compliance costs, restrictions on operations, delays in improvements or redevelopment efforts, or the imposition of fines and penalties.

Together, these property-specific risks could impair our ability to maintain stable occupancy, generate consistent cash flow, or preserve the long-term value of 1818 Park, which in turn could adversely affect our financial condition and results of operations.

Integration of 1818 Park into our broader company operations may present challenges, including aligning property management systems, financial reporting, compliance controls, and strategic priorities, which could increase costs, divert management attention, or limit our ability to realize expected synergies.

The acquisition of 1818 Park requires integration into our broader company operations, which presents operational and strategic risks. Property management systems may not seamlessly align with our existing platforms, potentially requiring additional investment in new technology, staff training, or third-party services. Similarly, integrating financial reporting processes and compliance controls across both our private credit and real estate divisions may be complex, time-consuming, and costly.

In addition, integrating a large mixed-use property into our overall business strategy requires management attention and resources that could otherwise be directed toward our private credit operations or new real estate acquisitions. If our leadership is diverted from core business activities, we may experience inefficiencies, delays in execution, or reduced performance in other parts of our business.

Finally, we may not achieve the expected synergies from combining 1818 Park with our broader operations. Challenges in aligning property-level decision-making with corporate objectives, or in balancing capital allocation priorities across different business lines, may limit our ability to realize the financial and strategic benefits we anticipate. If integration costs are higher than expected or synergies fail to materialize, our financial results, cash flows, and overall growth strategy could be adversely affected.

Our acquisition of 1818 Park through a stock-for-liabilities transaction and the subsequent exchange of EB-5 investor interests for equity expose us to risks related to leverage, dilution, regulatory oversight, and investor relations.

In July 2025, we acquired Block 40, LLC, the owner of 1818 Park, through a $74.3 million stock-for-liabilities transaction. This acquisition required us to assume significant property-level debt and obligations, which could increase our leverage and limit our financial flexibility. If property performance declines or if real estate market conditions deteriorate, the carrying value of the asset and its contribution to our balance sheet could be adversely affected.

In addition, we initiated an offer to EB-5 investors in Block 40 to exchange their preferred membership interests for shares of our common stock. While intended to align investor interests with our long-term growth strategy, this exchange could result in shareholder dilution and potential disputes if investors challenge the terms, valuation, or tax treatment of the exchange. Further, the EB-5 program itself is subject to federal regulatory oversight, and any changes in interpretation or enforcement could affect investor participation or create compliance risks.

Taken together, the property-level debt and EB-5 exchange expose us to risks related to leverage, dilution, regulatory oversight, and investor relations, any of which could adversely affect our business, financial condition, or results of operations. 

Because we have limited operating history in real estate relative to more established participants, we may face challenges in executing and scaling our strategy, which could materially and adversely affect our results.

We established our real estate division in 2025, and our operating history in this segment is limited compared to many established real estate owners, operators, and developers. As a result, we lack the depth of historical performance data, tenant relationships, operating infrastructure, and institutional knowledge that more seasoned participants rely upon when managing risk and pursuing growth. This relative inexperience may limit our ability to anticipate or respond effectively to market cycles, leasing trends, redevelopment challenges, or shifts in financing conditions.

In addition, our ability to scale our real estate platform will require significant investment in property management, leasing capabilities, compliance, and reporting systems. Building these competencies may take longer or prove more costly than anticipated. If we are unable to attract and retain the personnel, third-party partners, or systems necessary to operate at scale, our performance may lag behind competitors, reducing our ability to generate consistent rental income or execute value-enhancement strategies.

Moreover, because our broader business is rooted in private credit, there is a risk that real estate operations could be under-resourced or deprioritized relative to other initiatives, further limiting the effectiveness of our execution. If our limited operating history results in missteps in property management, capital allocation, or market selection, our financial results, growth trajectory, and reputation in the real estate market could be materially and adversely affected.

Because repositioning, redevelopment, or execution of our real estate investment strategy may involve construction risk, leasing challenges, regulatory delays, or cost overruns, we may not achieve anticipated returns, and our results of operations and financial condition could be materially and adversely affected.

Our real estate strategy includes repositioning, redevelopment, and other value-enhancement initiatives, all of which expose us to execution risks that may prevent us from realizing expected returns. Construction and redevelopment projects are inherently subject to risks such as unexpected structural or environmental conditions, labor shortages, contractor defaults, supply chain disruptions, and material price volatility. These factors can lead to delays or cost overruns that materially increase the capital required to complete a project and extend the time before a property generates stabilized income.

In addition, redevelopment and repositioning require successful leasing execution, which depends on prevailing market demand, competitive supply, and tenant creditworthiness. There can be no assurance that newly redeveloped or repositioned space will be leased on acceptable terms, or within anticipated timeframes. Prolonged lease-up periods, increased concessions, or elevated tenant improvement costs could reduce rental income and delay the achievement of targeted returns.

Regulatory risks also pose challenges to execution. Zoning restrictions, permitting delays, changes in building codes, or unexpected regulatory requirements may materially increase costs or prevent us from proceeding with a planned repositioning or redevelopment. Because such projects often require substantial upfront capital, any inability to complete them as planned could materially reduce our liquidity and constrain our ability to fund other business operations.

Taken together, these risks mean that redevelopment and repositioning initiatives may not deliver the returns we anticipate. If costs materially exceed budget, projects are delayed, or leasing results fall short of expectations, our financial condition, results of operations, and ability to meet debt service obligations could be materially and adversely affected.

Because the value of our properties securing mortgage loans may decline due to market conditions, operational performance, or other factors, the collateral may not be sufficient to repay the indebtedness in the event of a foreclosure or forced sale, which could materially and adversely affect our financial condition and results of operations.

The mortgage loans secured by our real estate holdings are collateralized by the value of the underlying properties. If property values decline as a result of adverse market conditions, weakened tenant demand, unfavorable changes in interest rates, increased competition, or other operational factors, the collateral supporting our loans may not be sufficient to cover the outstanding debt in the event of foreclosure or a forced sale. In such circumstances, we could be required to recognize significant losses, impairments, or write-downs that would adversely affect our financial condition and results of operations.

Real estate values are inherently volatile and subject to factors outside of our control, including local economic conditions, employment trends, capital market liquidity, demographic shifts, and changes in governmental regulations such as zoning, property taxes, and building codes. Additionally, operational factors—such as declining occupancy, tenant defaults, or unexpected capital expenditures—can negatively impact property performance, further reducing collateral value.

If we are unable to maintain property values at levels sufficient to support our mortgage obligations, lenders could foreclose on the property and we could lose our investment, while still remaining liable for any deficiency between the foreclosure proceeds and the outstanding loan balance. Even if we avoid foreclosure, we may be forced to sell properties at depressed valuations to raise liquidity, which could result in significant realized losses. Any such outcomes would materially and adversely impact our ability to meet debt service requirements, execute our business strategy, and protect shareholder value.

Because our ability to grow our real estate portfolio depends on sourcing and successfully closing attractive acquisitions on favorable terms, any inability to identify, negotiate, or complete acquisitions in a timely manner, or at expected values, could adversely affect our growth strategy and financial results.

Our real estate growth strategy is predicated on identifying, evaluating, and acquiring properties that meet our investment criteria. The success of this strategy depends on our ability to source attractive opportunities, conduct thorough due diligence, negotiate favorable terms, and close transactions efficiently. Competition for high-quality assets is intense, and we face established real estate companies, institutional investors, and private equity firms with greater resources, stronger relationships, and broader operating histories. As a result, we may not be able to acquire desirable properties on terms that meet our return objectives or in sufficient volume to achieve our growth targets.

In addition, acquisitions are subject to numerous uncertainties, including the availability and cost of capital, the accuracy of third-party information, potential regulatory or legal challenges, and the risk that a property may underperform relative to underwriting assumptions. If we are unable to identify and complete acquisitions on favorable terms, our ability to expand our portfolio, diversify revenue streams, and achieve economies of scale will be limited.

Even when acquisitions are successfully completed, integration challenges, such as aligning property management systems, incorporating assets into our compliance framework, and managing financing structures, may delay or prevent us from realizing expected returns. If our acquisitions do not perform as anticipated, or if we are unable to scale our real estate platform through disciplined and timely acquisitions, our growth strategy could be materially and adversely affected, which would negatively impact our financial condition, results of operations, and long-term prospects.

Because our real estate portfolio is concentrated in select geographic markets, our operating results are subject to local economic conditions, regulatory environments, and real estate market trends in those areas, and adverse developments in these markets could disproportionately affect our performance and financial results.

Our real estate investments are concentrated in a limited number of U.S. markets, which exposes us to risks associated with the specific economic, demographic, and regulatory conditions of those regions. Local factors such as employment levels, population growth, consumer demand, infrastructure development, and the availability of financing all directly influence property performance, occupancy rates, and asset values. If one or more of these markets experience an economic downturn, declining real estate demand, or adverse demographic shifts, our revenues and property values could be materially and disproportionately affected.

In addition, local regulations, including zoning laws, rent control measures, property tax assessments, building codes, and environmental restrictions, can significantly impact property operations and profitability. Changes in these laws, or stricter enforcement, could increase our costs, delay redevelopment or repositioning projects, and limit our ability to optimize returns.

Because our current portfolio is not broadly diversified across many geographic areas, the effects of negative developments in one market cannot be easily offset by stronger performance in others. As a result, adverse conditions in the select markets where we operate could materially and adversely impact our financial condition, results of operations, and growth prospects.

We face competition from established real estate owners, operators, and developers with greater resources, market presence, and operating experience, which may limit our ability to source acquisitions, attract tenants, achieve favorable lease terms, or realize our business objectives.

The real estate industry is highly competitive, and we compete with a large number of established owners, operators, and developers who have substantially greater financial resources, broader market presence, deeper operating experience, and longer-standing industry relationships than we do. Many of these competitors are able to access capital at lower costs, pursue larger or more complex transactions, and absorb operating risks more effectively than we can.

As a result, we may be at a disadvantage in identifying, negotiating, and acquiring attractive properties, particularly those located in supply-constrained or high-demand markets. We may also face challenges in attracting and retaining tenants, as larger and more established landlords may be able to offer more favorable lease terms, greater tenant improvement allowances, or stronger reputational benefits.

In addition, developers with significant resources may introduce new properties that increase competition for tenants in our markets, placing downward pressure on rental rates and occupancy. These dynamics could reduce the performance of our properties, delay or impair our growth strategy, and limit our ability to achieve our business objectives.

The valuation of our real estate assets is inherently uncertain and may not accurately reflect the prices we could realize upon sale or refinancing, which could result in material differences between reported values and actual transaction outcomes.

The value of our real estate assets is inherently subjective and depends on numerous factors, many of which are beyond our control. Independent appraisals, broker opinions, and management estimates rely on assumptions regarding property income, operating expenses, market rent levels, capitalization rates, and broader economic conditions. These assumptions may not prove accurate over time, particularly in periods of market volatility or when comparable transaction data is limited.

Because real estate markets are influenced by local supply and demand dynamics, interest rates, capital availability, and investor sentiment, the values we assign to our properties may differ materially from the amounts we would realize in an actual sale, refinancing, or other transaction. In addition, the carrying values reported in our financial statements may not reflect current market conditions or the liquidity of our properties.

If actual transaction outcomes are materially lower than reported or estimated values, we could be required to record impairment charges, accept less favorable refinancing terms, or dispose of properties under adverse conditions. Any such developments could adversely affect our financial condition, results of operations, and ability to execute our business strategy.

Market rents and real estate sales prices are subject to fluctuations driven by local supply and demand dynamics, interest rate environments, capital market conditions, and broader economic cycles, and such volatility could materially impact our rental income, asset valuations, and the proceeds we realize upon a sale or refinancing.

The performance and value of our real estate assets are highly dependent on external market conditions that we do not control. Market rents can decline if supply of comparable properties increases, demand from tenants weakens, or broader economic conditions reduce consumer or business spending. Similarly, the sales prices achievable for our properties may be adversely affected by higher interest rates, reduced availability of financing, capital market dislocations, or declines in investor appetite for real estate in our target markets.

Volatility in rental rates and property values directly influences our ability to generate stable cash flows and realize expected returns. Lower rental income could reduce operating margins and impair our ability to service debt or fund property improvements, while lower sales prices could limit the proceeds we receive upon a disposition or refinancing. Periods of market stress may also increase the risk that we are forced to sell properties at depressed prices or accept refinancing terms that are less favorable than anticipated.

If market rents or sales prices decline significantly, the value of our assets, our revenues, and our ability to execute our business strategy could be materially and adversely affected.

Our real estate revenues depend on our ability to successfully attract condominium buyers and tenants through broker networks, advertising campaigns, referrals, and promotional efforts, and any failure or increased cost in executing these strategies could materially impact sales velocity, occupancy rates, and pricing power.

The success of our condominium sales and leasing activities depends on our ability to effectively market properties to potential buyers and tenants. We rely on broker networks, digital and traditional advertising, referral programs, and on-site promotional campaigns to generate sales and leasing activity. If these strategies are unsuccessful, ineffective, or become more costly, we may experience slower sales velocity, higher vacancy rates, extended absorption periods, or reduced rental pricing power.

Competition from other developers and landlords offering comparable residential or commercial properties may also limit our ability to attract buyers and tenants on favorable terms. Market conditions, such as rising interest rates, shifts in consumer demand, or broader macroeconomic downturns, could further weaken the effectiveness of our marketing efforts and diminish demand for our properties.

In addition, the success of our marketing strategies depends on our ability to allocate resources efficiently across multiple projects and adapt to evolving consumer preferences, including increased reliance on digital platforms and broker incentives. Failure to implement effective, targeted, and cost-efficient marketing and sales strategies could materially and adversely affect our real estate revenues, profitability, and overall business performance.

Risks Related to the Dolomite Transaction and the Company’s Digital-Asset Activities

The Company’s recent transaction involving digital tokens presents unique risks, including volatility, valuation uncertainty, and evolving regulatory treatment.

On November 3, 2025, the Company, doing business as Stewards Inc., entered into a Securities Purchase Agreement (the “Agreement”) with Dolomite Foundation, a Cayman Islands foundation acting for itself and on behalf of its syndicate of investors (the “Dolomite Syndicate”). Pursuant to the Agreement, the Company agreed to issue pre-funded warrants to purchase up to 2,450,980 shares of its common stock. The economic value per warrant share is $4.08, based on the 30-trading-day volume-weighted average price (“VWAP”) of the Company’s common stock for the period from September 19, 2025 through October 30, 2025. The warrants have an exercise price of $0.0001 per share and are structured in ten separate tranches, each associated with up to $1,000,000 of potential consideration payable in $DOLO tokens if the applicable contractual conditions are satisfied.

Each tranche becomes eligible for exercise only upon achievement of specified $DOLO 30-day VWAP milestones. As of the date of this prospectus, none of the milestone thresholds have been achieved, no warrant tranches have become exercisable, no $DOLO tokens have been released to the Company, and the Company has not received any consideration or realized any economic benefit under the Agreement. The milestone conditions are based primarily on the future market performance of $DOLO and are outside the Company’s control. If the applicable milestones are not achieved, some or all of the contemplated tranches may never become exercisable.

The Agreement represents a long-term strategic framework relating to the potential future evaluation of digital-asset technologies. Because no milestones have been achieved and no consideration has been received, the Agreement does not currently provide operating liquidity, capital resources, or funding for the Company’s Private Credit or Real Estate segments. Management currently believes that, if the contractual milestones are achieved at all, any potential economic or operational benefits would likely be realized over a multi-year period, potentially within approximately 24 to 36 months. However, there can be no assurance that any milestone will be achieved, that any tranche will become exercisable, or that the Company will ultimately receive any economic benefit under the Agreement.

If and when any $DOLO tokens are released from the multi-signature escrow wallet to the Company, they will be accounted for as digital assets under U.S. GAAP and measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement. Fair value will be determined using quoted prices from the principal (or most active) market for $DOLO at the measurement date. The Company will select the principal market based on trading volume and liquidity at the time of measurement and will apply appropriate Level 1 or Level 2 inputs. Any resulting unrealized gains or losses from changes in fair value will be recognized in earnings in the period they occur.

As of June 26, 2026, CoinGecko reported an indicative price for $DOLO of approximately $0.023 per token and an indicative market capitalization of approximately $11.3 million, based on a circulating supply of approximately 489 million tokens. Over the preceding period, publicly available trading data reflected meaningful price volatility, with the token trading in a range of approximately $0.021 to $0.027 in recent weeks. During this time, $DOLO has continued to experience frequent daily price fluctuations and periodic intra-day movements. Trading activity remains limited relative to larger digital assets, and market prices may be significantly affected by changes in liquidity, market sentiment, trading volumes, and other factors.

The market for $DOLO is highly volatile and subject to rapid price changes driven by broader crypto-market sentiment, liquidity conditions on decentralized exchanges, and project-specific developments. As a result, any future fair-value measurement of $DOLO tokens held by the Company could introduce material mark-to-market gains or losses in our results of operations in future periods. There can be no assurance that a liquid market for $DOLO will persist or that the Company will be able to realize the recorded fair value upon any eventual sale or use of the tokens.

All digital-asset activities contemplated under the Agreement remain contingent and conditional. The Company does not currently hold any $DOLO tokens, has not received any proceeds under the Agreement, and has not implemented any digital-asset technologies within its operations. The Agreement is currently intended to support the Company’s evaluation of potential future tokenization, settlement, and digital-asset infrastructure opportunities and should not be viewed as a source of current operating liquidity, capital resources, or funding for the Company’s Private Credit or Real Estate segments. Any future realization of benefits under the Agreement depends on achievement of contractual milestone thresholds, evolving regulatory and accounting considerations, development of appropriate internal controls and custody arrangements, cybersecurity safeguards, and overall market conditions.

Should the Company receive consideration under the Securities Purchase Agreement are tied to the market value of a single digital token, significant volatility in the $DOLO token price could lead to unpredictable funding levels, valuation changes, and potential tax or liquidity impacts that may adversely affect the Company’s financial condition.

The $DOLO token, which serves as the form of consideration under the Company’s Securities Purchase Agreement (“SPA”) with the Dolomite Foundation, trades on unregulated digital-asset exchanges that are subject to extreme price volatility, varying liquidity, and limited regulatory oversight. The Company’s ability to receive any consideration under the SPA depends entirely on the achievement of contractual milestones tied to the market performance of the $DOLO token. As of the date of this prospectus, none of the applicable milestone thresholds have been achieved, no warrant tranches have become exercisable, and the Company has not received any $DOLO tokens under the SPA. Tokens are released to the Company in stages only after predetermined 30-day volume-weighted average price (“VWAP”) milestones are achieved. If the $DOLO token fails to reach these milestones, the corresponding portion of tokens will not be released, and the associated tranches of pre-funded warrants will be cancelled. Accordingly, the Company may receive substantially less than the aggregate amount contemplated by the SPA, or experience extended delays before any tranche becomes exercisable, or may never receive any consideration under the SPA.

Even if milestones are met, $DOLO tokens may fluctuate significantly in value between the date of release and any subsequent liquidation or use by the Company. Because digital-asset markets are decentralized and not subject to the same trading, clearing, or reporting requirements as traditional securities exchanges, token prices may be influenced by speculative activity, large holders, automated trading algorithms, or market manipulation. As a result, the fair value of tokens held by the Company could decline rapidly and materially, adversely affecting reported results and liquidity.

If the Company ultimately receives $DOLO tokens pursuant to the SPA, material increases in the value of those tokens could produce unrealized mark-to-market gains for accounting purposes, which may be subject to current U.S. tax recognition even though the Company has not converted the tokens into cash. This could create a cash-flow mismatch, where the Company incurs tax liabilities on paper gains without having liquid assets available to satisfy such obligations. Because the Company’s ability to sell or convert tokens may also be constrained by lock-ups, exposure limits, or market conditions, significant volatility could lead to earnings volatility, unexpected tax obligations, or short-term liquidity strain.

In addition, if $DOLO trading volumes or exchange availability decline, the Company may encounter difficulty obtaining reliable market data to establish fair value under U.S. GAAP. Any resulting valuation adjustments, impairments, or restatements could materially affect the Company’s financial statements and investor perception. There can be no assurance that the Company will be able to realize the expected value of the tokens received under the SPA, or that token price volatility will not materially and adversely affect its results of operations, financial position, or cash flows.

Tokens issued under the Securities Purchase Agreement are subject to contractual, market, and regulatory restrictions that may delay or prevent their conversion into cash or other usable assets, constraining the Company’s ability to fund operations, repay obligations, or deploy capital in accordance with its strategic objectives.

If the Company receives $DOLO tokens pursuant to the Securities Purchase Agreement (“SPA”), such tokens may be subject to contractual, market, custodial, and regulatory restrictions that could limit the Company’s ability to freely convert, liquidate, or otherwise utilize them. As of the date of this prospectus, the Company has not received any $DOLO tokens, and no warrant tranches have become exercisable under the SPA. The SPA and related agreements restrict the sale or disposition of tokens for a defined period following each release, and also impose conditions tied to overall digital-asset exposure on the Company’s balance sheet. These limitations are designed to ensure compliance with applicable securities and listing regulations but may delay or prevent the Company from realizing the economic value of any tokens received or deploying such assets in connection with future strategic initiatives..

Furthermore, the $DOLO token currently trades in limited volumes on unregulated digital-asset exchanges, and there can be no assurance of sustained liquidity or reliable market access. If trading volumes decline, or if the Company’s counterparties or custodians experience disruptions, the Company may be unable to sell tokens at prevailing market prices or in sufficient quantities to realize the expected value of any tokens received or convert such assets into cash on favorable terms. In addition, significant price volatility could make it impractical to hedge exposure through offsetting positions or derivative instruments, particularly if counterparties or compliant products are unavailable.

Because digital tokens are treated as non-cash assets under U.S. GAAP, the Company’s ability to convert them into cash equivalents for operational purposes depends on the existence of functioning exchanges, custodial arrangements, and counterparties willing to transact at observable prices. Any sustained inability to convert or repurpose the tokens could adversely affect the Company’s liquidity, capital resources, and financial condition, and may also increase volatility in reported earnings due to mark-to-market accounting requirements.

Because digital-asset custody depends on emerging technologies and valuation relies on prices from non-regulated markets, the Company may encounter risks related to loss, misstatement, or differing interpretations of applicable accounting standards, which could lead to delays, restatements, or increased audit scrutiny.

If the Company receives tokens under the SPA, the Company currently anticipates maintaining custody of such tokens through a multi-signature digital wallet administered in coordination with independent third-party service providers. While multi-signature custody is designed to reduce single-point-of-failure risk, it still depends on the integrity of private key management, secure communication protocols, and coordinated authorization among signatories. A loss, theft, or compromise of any private key, or an operational failure or cyber-security breach affecting one or more custodians, could result in the permanent loss of tokens, as digital assets typically cannot be recovered once transferred or misappropriated. The Company’s ability to access or transfer tokens may also be delayed or restricted if a custodian experiences insolvency, operational downtime, or regulatory enforcement action.

In addition, digital-asset valuation and accounting involve inherent complexity and professional judgment. The fair value of tokens is determined using quoted prices from digital-asset exchanges that are not subject to the same regulatory oversight, market surveillance, or audit standards as national securities exchanges. Prices may vary significantly across exchanges, and trading volumes may be thin or subject to manipulation. Consequently, management’s determination of fair value could differ materially from prices realized upon eventual sale or conversion, potentially requiring valuation adjustments, impairments, or restatements in future reporting periods.

Moreover, as digital-asset accounting guidance continues to evolve, auditors or regulators may challenge the Company’s valuation methods, classification, or disclosures under U.S. GAAP. Any such challenge could result in delayed filings, increased audit costs, or financial statement revisions, and could adversely affect investor confidence in the Company’s financial reporting and controls.

As regulatory expectations evolve and public scrutiny of digital-asset participation increases, the Company’s association with token-based financing and blockchain initiatives may result in heightened compliance review, delays in listing approval, or negative investor perception, any of which could impact access to capital and market valuation.

Although the Company’s digital-asset initiatives remain in the evaluation stage, regulators, exchanges, auditors, and institutional investors may perceive the Company as having increased exposure to digital-asset related risks as a result of its strategic relationship with the Dolomite Foundation and its publicly disclosed digital-asset strategy. The regulatory environment governing digital assets remains fluid and varies significantly across jurisdictions. U.S. federal and state agencies, including the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), and the Financial Crimes Enforcement Network (“FinCEN”), continue to evaluate the classification and treatment of digital tokens, token-based financing structures, and related custody and accounting standards. There can be no assurance that future guidance, rulemaking, or enforcement actions will not impose new licensing, registration, disclosure, or capital requirements that could increase costs, delay filings, or limit the Company’s ability to expand its digital-asset initiatives.

Additionally, national securities exchanges and other trading markets may apply heightened scrutiny to issuers with significant digital-asset exposure. Such review processes may require additional disclosure regarding the Company’s digital-asset activities, including information relating to valuation methodologies, internal controls, cybersecurity safeguards, custody arrangements, and counterparty risk management. Any such review or additional disclosure requirements could increase costs, delay strategic initiatives, or limit the Company’s ability to pursue certain capital markets transactions in the future. Even if the Company remains in compliance with applicable laws and regulations, association with digital-asset activities may create perception risk among certain investors, lenders, counterparties, or strategic partners who may view the sector as speculative, volatile, or subject to evolving legal and regulatory frameworks.

The Company’s reputation and access to capital markets therefore depend on maintaining strong compliance standards, transparent disclosures, and alignment with evolving regulatory expectations. Any adverse regulatory development, reputational event, or change in listing standards could materially affect the Company’s ability to access capital markets, attract institutional investment, pursue strategic initiatives, or implement aspects of its long-term digital-asset strategy.

As of the date of this prospectus, the Company has not received any $DOLO tokens, no warrant tranches have become exercisable under the Dolomite SPA, and the Company has not implemented any digital-asset technologies within its operations. Nevertheless, the Company’s association with digital-asset initiatives may subject it to additional scrutiny from regulators, investors, lenders, auditors, and securities exchanges.

Because any future delivery and custody of tokens under the Securities Purchase Agreement depend on the performance and reliability of the Dolomite Foundation and its designated escrow agents, any operational failure, insolvency, or breach by those parties could result in delayed funding, loss of tokens, or limited ability to enforce contractual rights.

If and when tokens are delivered under the SPA, the Company would expect to rely on the Dolomite Foundation and its designated escrow agents for the custody, release, and verification of digital tokens delivered under the Securities Purchase Agreement (“SPA”). As of the date of this prospectus, none of the contractual milestone thresholds have been achieved, no warrant tranches have become exercisable, and the Company has not received any $DOLO tokens under the SPA. Any $DOLO tokens delivered under the SPA would be held in a multi-signature wallet structure that requires coordination among several signatories to authorize transfers. The Company does not directly control all private keys associated with the escrow account and must therefore depend on the integrity and operational reliability of the counterparties administering the arrangement. If the Dolomite Foundation, any syndicate member, or an escrow signatory fails to perform its obligations, becomes insolvent, is subject to sanctions, or loses access to wallet credentials, the Company may be unable to obtain the tokens to which it is entitled or may experience delays in receipt. Because blockchain-based transactions are irreversible and not governed by centralized clearing systems, contractual remedies may be limited in practice, and recovery through litigation or arbitration may be uncertain, costly, or impracticable. Any failure or dispute involving the Foundation or its escrow agents could result in the partial or total loss of tokens, delay or prevent the Company’s receipt of any consideration under the SPA, reduce the value ultimately realized from the arrangement, or adversely affect the Company’s ability to pursue aspects of its potential future digital-asset strategy.

Changes in tax or financial-reporting treatment of digital-asset transactions could increase the Company’s tax liabilities, create reporting mismatches, or require restatements.

The U.S. federal and state tax treatment of digital-asset transactions continues to evolve, and future regulatory or interpretive developments could materially affect how token-based consideration is recognized, valued, or taxed. If tax authorities revise or clarify existing guidance governing mark-to-market recognition, fair-value accounting, or the classification of digital-asset receipts, the Company may be required to amend prior returns, remeasure deferred taxes, or record additional tax liabilities. Inconsistent treatment between book and tax reporting could also increase the Company’s effective tax rate, generate temporary timing differences in earnings, or create uncertainty in forecasting cash-tax obligations. Because digital-asset transactions are novel and may lack precedent under Internal Revenue Service or Financial Accounting Standards Board (“FASB”) rules, subsequent guidance could necessitate changes in accounting policies or financial statement presentation. Any such change could lead to amended filings, higher compliance costs, or potential penalties for underpayment, which could adversely affect the Company’s financial results and investor confidence.

If the Company receives digital assets in the future, failures, vulnerabilities, or cyberattacks affecting blockchain networks or custody systems could result in loss, impairment, or misstatement of such assets.

The operation of blockchain networks, smart-contract systems, and digital-asset custody solutions depends on complex software, cryptographic protocols, and reliable internet infrastructure. Defects, coding errors, or deliberate attacks—such as “51% attacks,” network forks, denial-of-service incidents, or smart-contract exploits—could impair the ability to verify transactions or transfer tokens held by the Company. Because digital assets are generally irreversible once transferred, a loss or compromise of private keys, multisignature access, or custodial systems could permanently reduce, impair, or eliminate the value of any digital assets that the Company may hold in the future. In addition, cybersecurity breaches, unauthorized access by insiders or third parties, or operational failures at wallet providers or escrow participants could lead to misappropriation, downtime, or data loss. Any such event could disrupt the Company’s ability to use, account for, or safeguard the tokens that may be received under the Securities Purchase Agreement, and could result in financial loss, increased compliance costs, or adverse effects on financial reporting and investor confidence.

As of the date of this prospectus, the Company does not hold any digital assets and has not received any $DOLO tokens under the Dolomite SPA.

If the Company receives token holdings under the Securities Purchase Agreement that are limited to $DOLO, a single digital asset issued by a third-party platform, adverse movements in the digital-asset market or unfavorable regulatory developments affecting similar tokens could have a disproportionate impact on the Company’s liquidity, valuation, and overall financial condition.

If the Company receives tokens under the Securities Purchase Agreement, such holdings would consist entirely of $DOLO tokens, a single digital asset issued by an independent third-party ecosystem not controlled by the Company. This concentration increases the Company’s exposure to risks associated with the performance, governance, and adoption of the Dolomite platform. The market value and liquidity of $DOLO may also be closely correlated with overall cryptocurrency market conditions, including changes in investor sentiment, regulatory actions, or macroeconomic developments affecting the digital-asset sector as a whole. A decline in digital-asset valuations—whether or not specific to Dolomite—could materially reduce the value of the Company’s token holdings, affect its reported results, and limit its ability to execute planned transactions. If the Company ultimately receives and holds $DOLO tokens, adverse movements in the $DOLO token or the broader digital asset market could have a disproportionate impact on the value of such holdings and the economic benefits, if any, realized under the Securities Purchase Agreement.

Changes in accounting or classification standards for digital assets could require the Company to revise its financial reporting, resulting in restatements or compliance costs.

The accounting treatment of digital assets remains subject to evolving guidance from the Financial Accounting Standards Board (“FASB”), the Securities and Exchange Commission (“SEC”), and other regulatory bodies. Future updates to accounting standards or interpretations could change how digital-asset holdings are recognized, measured, or disclosed, including whether tokens are treated as intangible assets, financial instruments, or other asset classes. Such changes may require the Company to adjust previously issued financial statements, modify internal controls, or adopt new valuation methodologies. In addition, uncertainty regarding the classification of tokens received under the Securities Purchase Agreement could create inconsistencies in reporting or timing differences in earnings recognition. Any of these developments could increase audit complexity, lead to additional compliance costs, or affect comparability of financial information across reporting periods.

Digital-asset custody exposes us to counterparty insolvency and bankruptcy risk; if a custodian becomes insolvent, our access to, or recovery of, any $DOLO could be delayed, limited or lost.

If and when any $DOLO tokens are released to us under the Dolomite SPA, we currently intend to hold such tokens with a third-party qualified custodian, if available for $DOLO. As of the date of this prospectus, no milestone thresholds under the Dolomite SPA have been achieved, no warrant tranches have become exercisable, and we do not hold any $DOLO tokens. If suitable custodial support is unavailable, we may use a Company-controlled institutional MPC (multi-party computation) wallet arrangement. In either case, digital-asset custody presents risks that differ from cash and traditional securities. If a third-party custodian that safeguards our digital assets were to experience financial distress, become insolvent or enter bankruptcy proceedings, our assets could be delayed, frozen, or become subject to the custodian’s estate, and recoveries—if any—could be uncertain and protracted. Even where custodians maintain segregation arrangements, the legal treatment of customer digital assets in an insolvency proceeding remains unsettled and outcomes may vary by jurisdiction and fact pattern.

In addition, insurance specific to $DOLO may be unavailable or limited, and institutional MPC/self-custody arrangements typically do not carry third-party insurance. Operational risks—such as custodian process failures, cyber incidents, smart-contract vulnerabilities, key-management errors, or non-performance by any required authorizer—could also result in partial or total loss, inaccessibility, or delays in accessing $DOLO. Any such event could require us to record impairments or realized losses, impair our ability to value the asset reliably, reduce the value ultimately realized from any digital assets received under the Dolomite SPA, and adversely affect our business, financial condition and results of operations. For additional information on our current and potential custody arrangements, see “Prospectus Summary—Dolomite Strategic Agreement—Digital-Asset Custody—$DOLO (pre-release and post-release).

Risks unique to $DOLO and and other digital assets that may be received under the Dolomite SPA

As of the date of this prospectus, no milestone thresholds under the Dolomite SPA have been achieved, no warrant tranches have become exercisable, and the Company does not hold any $DOLO tokens. The risks described below relate to potential future receipt, ownership, custody, valuation, and disposition of $DOLO tokens if the applicable contractual milestones are achieved and tokens are ultimately received by the Company.

Protocol and DAO governance risk (veDOLO).

Dolomite protocol governance is conducted by veDOLO (vote-escrowed DOLO) holders, not plain DOLO holders. Governance decisions (e.g., parameter changes, incentive designs, and tokenomics updates) are outside our control and could adversely affect $DOLO’s utility, demand, or supply (for example, by changing reward mechanics or enabling protocol-level inflation). Any adverse governance outcome could negatively impact $DOLO’s market price and, if we hold tokens, our reported results.

Token supply, unlock, and concentration risk.

Public materials indicate that $DOLO’s total supply is 1,000,000,000 with significant allocations to programmatic/community incentives, team, investors, and a foundation treasury. Future token releases under those schedules and concentrations (including the foundation’s treasury) may create “overhang” and increase selling pressure, which could depress prices or heighten volatility. We do not control those schedules or allocations.

Cross-chain and bridge risk.

$DOLO operates across multiple chains using a burn-and-mint model with cross-chain interoperability (e.g., via Chainlink CCIP), which introduces bridge, messaging, and smart-contract dependencies. Bugs, exploits, mis-configurations, or consensus events (including forks) on any supported chain or bridge could impair token movement, disrupt liquidity, or cause loss of funds.

Smart-contract and network-level risk (gas, congestion, forks).

$DOLO transfers on Arbitrum/Ethereum require ETH gas and are subject to L2 execution costs and L1 data-posting fees that vary with network conditions. Network congestion, fee spikes, re-orgs, or protocol changes could impair transfers or settlement, adversely affecting liquidity or our ability to transact.

Market-structure and liquidity risk.

$DOLO trades on multiple venues with varying liquidity, standards, and controls; prices can differ materially between venues and may change rapidly. Publicly reported market prices, trading volumes, and market capitalization metrics for $DOLO may vary significantly across reporting services and over time. Listing changes, delistings, or venue outages could reduce liquidity or price discovery, increasing fair-value volatility in our results if we hold tokens.

Regulatory and enforcement uncertainty.

Crypto-asset markets continue to face evolving U.S. and non-U.S. regulatory scrutiny. The SEC staff has highlighted the need for tailored disclosure of crypto-market developments, counterparty exposures, and safeguarding policies; changes in regulation, enforcement priorities, or exchange policies could adversely affect $DOLO’s liquidity, trading, or our ability to hold or dispose of tokens.

Fair-value measurement and accounting/tax developments.

If we receive $DOLO, we will measure it at fair value using quoted prices from the principal market (ASC 820). Changes in accounting or tax guidance (including treatment of equity-like tokens, sale restrictions, or valuation inputs) could affect financial reporting or tax outcomes.

Custody and insurance limitations.

Even where third-party custodians are available, segregation terms, insurance coverage, and legal treatment of digital assets in custodian insolvency are unsettled and may vary by jurisdiction. Institutional MPC/self-custody arrangements typically do not carry separate third-party insurance, increasing the severity of any operational loss.

Risks Related to Acquisitions

We have in the past made, and in the future may make, acquisitions and investments that could divert management’s attention, result in operating difficulties and dilution to our shareholders and otherwise disrupt our operations and adversely affect our business, operating results or financial position.

Pursuing strategic and value-enhancing acquisitions or investment opportunities is one of our key growth strategies and has been an important contributor to our past growth. We may also in the future evaluate potential divestitures to align with our growth strategy. Any transactions that we enter into could be material to our financial condition and results of operations. Acquisitions and integrations or divestitures could create unforeseen operating difficulties and expenditures, whether or not such transactions are ultimately completed. Acquisitions, divestitures, and investments involve a number of risks, such as:

Acquisitions and investments may also result in dilutive issuances of equity securities, which could adversely affect our share price, or result in issuances of securities with superior rights and preferences to the subordinate voting shares or the incurrence of debt with restrictive covenants that limit our future uses of capital in pursuit of business opportunities. Divestitures may also not be well-received by the market, which could adversely affect our share price.

We may not be able to identify acquisition or investment opportunities that meet our strategic objectives, or to the extent that such opportunities are identified, we may not be able to negotiate terms with respect to the acquisition or investment that are acceptable to us. In addition, the acquisitions and investments that we consummate may fail to achieve our strategic objectives, in which case we may shut down, divest, or otherwise exit the acquired business or investment, which could harm our reputation and adversely affect our financial position and results of operations.

Businesses we acquire may not have disclosure controls and procedures and internal controls over financial reporting, cybersecurity controls and data privacy compliance programs, or their existing controls and programs may be weaker than or otherwise not in conformity with ours.

Upon consummating an acquisition, we seek to implement our disclosure controls and procedures, our internal controls over financial reporting as well as procedures relating to cybersecurity and compliance with data privacy laws and regulations at the acquired company as promptly as possible. Depending upon the nature and scale of the business acquired, the implementation of our disclosure controls and procedures as well as the implementation of our internal controls over financial reporting at an acquired company may be a lengthy process and may divert our attention from other business operations. Our integration efforts may periodically expose deficiencies or suspected deficiencies in the controls, procedures and programs of an acquired company that were not identified in our due diligence undertaken prior to consummating the acquisition. Where there exists a risk of deficiencies in controls, procedures or programs, we may not be in a position to comply with our obligations under applicable laws, regulations, rules and listing standards or we may be required to avail ourselves of scope limitations with respect to certifications required thereunder, and, as a result, our business and financial condition may be materially harmed.

We may consider potential business or asset acquisitions in different industries, and stockholders may have no basis at this time to ascertain the merits or risks of any business or asset that we may ultimately operate or acquire.

Our business strategy contemplates the potential acquisition of one or more additional operating businesses or other assets that we believe will provide better returns on equity than our previous businesses and/or enhance the returns achieved from our current operating segments. There is no current basis for stockholders to evaluate the possible merits or risks of a target business or asset with which we may ultimately consummate a business combination, acquisition, or other investment. Although we will seek to evaluate the risks inherent in any particular business or acquisition opportunity, we cannot assure stockholders that all of the significant risks present in that opportunity will be properly assessed. Even if we properly assess those risks, some of them may be outside of our control or ability to assess. We may pursue business combinations, asset acquisitions, or investments that do not require stockholder approval and, in those instances, stockholders will most likely not be provided with an opportunity to evaluate the specific merits or risks of any such transaction before we become committed to the transaction(s).

Resources will be expended in researching potential acquisitions and investments that might not be consummated.

The investigation of target businesses and assets and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments has required and will continue to require substantial management time and attention, in addition to costs for accountants, attorneys, and others engaged from time to time to assist management. If a decision is made not to complete a specific business combination, asset acquisition, or other investment, the costs incurred up to that point relating to the proposed transaction likely would not be recoverable and would be borne by us. Furthermore, even if an agreement is reached relating to a specific opportunity, we may fail to consummate the transaction for any number of reasons, including those beyond our control.

Subsequent to an acquisition or business combination, we may be required to take write-downs or write-offs, incur restructuring costs, and incur impairment or other charges that could have a significant negative effect on our financial condition, results of operations, and share price, which could cause stockholders to lose some or all of their investments.

Even if we conduct extensive due diligence on a target business with which we combine or an asset which we acquire, we cannot assure stockholders that this diligence will identify all material issues that may be present with respect to a particular target business or asset, that it would be possible to uncover all material issues through a customary and reasonable amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and therefore will not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or associated with a target asset, or by virtue of our obtaining debt financing in connection with our future operations. Accordingly, stockholders could suffer a significant reduction in the value of their shares.

We are acquiring The Hawthorne on an “AS IS” basis with limited representations from the seller, and the property has a failed septic system.

On June 5, 2026, we entered into a Purchase and Sale Agreement to acquire The Hawthorne, a seasonal hospitality property located in Chatham, Massachusetts, for a purchase price of $20.0 million. The transaction is structured as an “AS IS” acquisition with limited representations and warranties from the seller. We conducted due diligence during a 60-day due diligence period, which has expired, and we are proceeding without a financing contingency.

The septic system serving the property has failed a Title V inspection. We have agreed to accept the property in its current condition and to assume all responsibility and costs associated with the septic system, including any required repairs, upgrades, or compliance obligations. There can be no assurance that the costs to bring the septic system into compliance will not be material.

In addition, we will assume certain post-closing obligations, including the honoring of advance guest deposits and prepaid occupancy amounts relating to periods after closing. The seller will retain all pre-closing liabilities.

Because the acquisition is being completed on an “AS IS” basis with limited seller representations, we may be exposed to undisclosed conditions or liabilities that could adversely affect the property’s operations, value, or our financial results. Furthermore, because the Purchase and Sale Agreement does not contain a financing contingency, our inability to obtain financing on acceptable terms could result in the loss of our $1.0 million deposit and could have a material adverse effect on our business and liquidity. 

Risks Related to Our Management and Control Persons

We rely heavily on our management, and the loss of their services could adversely affect our business.

Our success is highly dependent upon a well-structured and diversely appointed Board of Directors, Officers and Directors. The loss of Key Personal within the organization could have a material adverse effect on the Company and its business operations.

The market for skilled employees is highly competitive, especially for employees in our industry. Although we expect that our planned compensation programs will be intended to attract and retain the employees required for us to be successful, there can be no assurance that we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.

Our potential controlled company status and the concentration of voting power among our Founders could limit your ability to influence corporate matters.

As of the date of this prospectus, there are 211,119,963 shares of common stock, 71,250,000 shares of Series A preferred Stock, and 10,000,000 shares of Series B Preferred Stock outstanding.

We have a multi-class voting structure under which our Founders collectively control approximately 87% of the total voting power of the Company. As a result, we would qualify as a “controlled company” under the rules of a national securities exchange or other eligible market if our common stock were to become listed or quoted on such market and applicable ownership thresholds are satisfied. We do not currently satisfy the listing standards of any national securities exchange, and there can be no assurance that our common stock will ever be listed on a national securities exchange or quoted on another eligible market.

Vincent Napolitano, Shaun Quin, and Glen Steward (the “Founders”), through a Voting Agreement dated August 25, 2025 governing 10,000,000 shares of Series B Preferred Stock (each with 50 votes per share), collectively control approximately 87% of the voting power of our company. Under the Voting Agreement, Forfront Capital, LLC (the current holder of all Series B Preferred Stock) has agreed to vote its shares in accordance with the direction of a majority vote of the Founders. The Company's President holds an irrevocable proxy to vote the Series B shares in accordance with the Founders' direction. The irrevocable proxy and Voting Agreement are effective for 15 years (with the ability to extend) and terminate only upon mutual agreement of the parties, no outstanding Series B shares, or the dissolution of the Company. This structure effectively gives the Founders perpetual voting control unless the proxy is revoked or the shares are converted or sold in a manner that terminates the agreement.

Companies that qualify as “controlled companies” under the rules of a national securities exchange may be permitted to elect not to comply with certain corporate governance requirements, including:

§  the requirement that a majority of the board of directors consist of independent directors;

§  the requirement that our compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

§  the requirement that our nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

§  the requirement for an annual performance evaluation of the nominating and governance committee and compensation committee.

Companies that qualify as controlled companies would still be required to comply with other applicable corporate governance requirements, including requirements relating to audit committees and executive sessions of independent directors.

If we are ever a “controlled company,” we would be permitted to elect not to comply with certain corporate governance requirements. Although we are eligible to rely on these exemptions, we do not intend to do so, even if we are deemed a controlled company.

We have appointed independent directors (Zachary Graeve, Wael Barsoum and John Bode) and established fully independent committees to ensure robust oversight and enhanced protections for our shareholders. Separately, the Board has approved and implemented a new leadership structure and Board composition. Under these actions, Vincent Napolitano has transitioned from Chief Executive Officer to Chairman Emeritus, Glen Steward has assumed the role of Chairman of the Board, and Shaun Quin has assumed the role of Chief Executive Officer while continuing to serve as a Director. Vaughan Korte (Chief Operating Officer), Katy Murless (Chief Financial Officer), and Scott McGowan (Chief Marketing Officer) continue to serve in their respective executive roles.

Wael Barsoum will continue his role as an Independent Director and Chair of the Compensation Committee, Zachary Graeve will continue his role as an Independent Director and Chair of the Nominating and Corporate Governance Committee, and John Bode will continue his role as an Independent Director and Chair of the Audit Committee Following the leadership transition and Mr. Napolitano’s resignation from the Board, the Board will function as a majority-independent board.

However, because our Founders will continue to control approximately 87% of the voting power through the Series B Preferred Stock and voting agreement, they will retain the ability to control the outcome of matters submitted to a vote of our shareholders, including the election of directors, approval of mergers, consolidations, sales of all or substantially all of our assets, or other significant corporate transactions. This concentrated voting power could:

§  limit your ability to influence corporate matters, including through shareholder votes;

§  discourage potential acquirers from initiating merger, takeover, or other change-of-control transactions that may otherwise be beneficial to our shareholders;

§  reduce the practical effect of any shareholder influence over our business and affairs; and

§  depress the market price of our common stock.

Furthermore, although we currently intend to maintain corporate governance practices generally consistent with the standards applicable to public companies, we could elect to rely on the controlled company exemptions in the future. If we do so, shareholders may not have the same protections afforded to shareholders of companies subject to all corporate governance requirements applicable to non-controlled companies. See “Description of Capital Stock” for a more detailed discussion of the corporate governance exemptions available to us as a controlled company and our current intention not to rely on any of these exemptions.

We have recently undergone a significant leadership transition, which may create operational uncertainty and could adversely affect our business.

Effective June 2026, we implemented a leadership transition pursuant to which Vincent Napolitano transitioned from Chief Executive Officer and Chairman to Chairman Emeritus, Shaun Quin was appointed Chief Executive Officer, and Glen Steward was appointed Chairman of the Board. In connection with this transition, we entered into a Transition and Separation Agreement with Mr. Napolitano, new amended and restated employment agreements with our executive officers, and a Chairman Services Agreement with Mr. Steward. While we believe these changes will strengthen our governance and align management incentives with shareholder interests, there can be no assurance that we will successfully execute on our strategic plans or that the transition will not result in disruption to our operations, loss of key personnel, or difficulties in attracting and retaining talent. Any such disruption could have a material adverse effect on our business, financial condition, and results of operations.

If we are unable to attract and retain qualified personnel, especially our design and technical personnel, we may not be able to execute our business strategy effectively.

Our future success depends on our ability to retain, attract and motivate qualified personnel, including our management, sales and marketing, finance, and especially our design and technical personnel. As the source of our technological and product innovations, our design and technical personnel represent a significant asset. Any inability to retain, attract or motivate such personnel could have a material adverse effect on our business and results of operations.

Provisions in the Nevada Revised Statutes and our Bylaws could make it very difficult for an investor to bring any legal actions against our directors or officers for violations of their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in any such actions.

Members of our board of directors and our officers will have no liability for breaches of their fiduciary duty of care as a director or officer, except in limited circumstances, pursuant to provisions in the Nevada Revised Statutes and our Bylaws as authorized by the Nevada Revised Statutes (“NRS”). Specifically, NRS 78.138 provides that a director or officer is not individually liable to the company or its shareholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that (1) the director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (2) his or her breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

This provision is intended to afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. Accordingly, you may be unable to prevail in a legal action against our directors or officers even if they have breached their fiduciary duty of care.

In addition, our Bylaws allow us to indemnify our directors and officers from and against any and all costs, charges and expenses resulting from their acting in such capacities with us. This means that if you were able to enforce an action against our directors or officers, in all likelihood, we would be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they otherwise would be required to pay. Accordingly, our indemnification obligations could divert needed financial resources and may adversely affect our business, financial condition, results of operations and cash flows, and adversely affect prevailing market prices for our common stock. 

Our officers and directors have limited experience managing a public company.

Our officers and directors have limited experience managing a public company. Consequently, we may not be able to raise any funds or run our public company successfully. Our executive officer’s and director’s lack of experience of managing a public company could cause you to lose some or all of your investment.

Risks Related to Legal Uncertainty

Claims made against us from time to time can result in litigation that could distract management from our business activities and result in significant liability or damage to our brand.

As a company with expanding operations, we increasingly face the risk of litigation and other claims against us. We have no such claims at present. Litigation and other claims may arise in the ordinary course of our business and include employee claims, commercial disputes, landlord-tenant disputes, intellectual property issues, product-oriented allegations and slip and fall claims. These claims can raise complex factual and legal issues that are subject to risks and uncertainties and could require significant management time. Litigation and other claims against us could result in unexpected expenses and liabilities, which could materially adversely affect our operations and our reputation.

In addition, the industries in which we operate, funding and real estate, are characterized by extensive litigation and, from time to time, we may become subject of various claims. Regardless of outcome, such claims are expensive to defend and divert management and operating personnel from other business issues. A successful claim or claims against us could result in payment of significant monetary damages and/or injunctive relief.

We may be classified as an inadvertent investment company if we acquire investment securities in excess of 40% of our total assets.

We are engaged in the business of being a diversified holding company engaged in significant finance and real estate activities while we continue to seek to acquire or establish other finance or operating businesses or assets. Our acquisition strategy focuses on evaluating acquisition targets that have reasonable growth prospects, and our management spends a significant portion of its time reviewing potential acquisitions, conducting due diligence, and seeking to negotiate transaction terms. From time to time, we may purchase investment securities as part of a deliberate strategy to obtain control of an operating business.

Under the Investment Company Act of 1940 (the “ICA”), a company may fall within the scope of being an “inadvertent investment company” under Section 3(a)(1)(C) of the ICA if the value of its investment securities (as defined in the ICA) is more than 40% of the company’s total assets on an unconsolidated basis (exclusive of government securities and cash and cash equivalents). We do not believe that we are engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in the business of investing, reinvesting, or trading in securities. However, we seek prudently to hold excess liquid resources in marketable securities to preserve resources needed to acquire operating businesses or assets and fund our finance and real estate activities.

The Board of Directors and management regularly monitor our status relative to the inadvertent investment company test under the ICA and believe that the Company is not currently an inadvertent investment company based on the assets test under Section 3(a)(1)(C) of the ICA.

If we were deemed to be an inadvertent investment company and determined to or were required to become a registered investment company, we would be subject to burdensome and costly compliance requirements and restrictions that would limit our activities, including limitations on our capital structure, additional corporate governance requirements, and other limitations on our ability to transact business as currently conducted. We do not believe that it would be practical or feasible for a company of our size, management, and financial resources to operate as a registered investment company. To avoid being deemed an inadvertent investment company or becoming a registered investment company, we may decide or be required to sell certain of our investments on disadvantageous terms, hold a greater proportion of our investments in marketable securities in U.S. government securities or cash equivalents that have a lower rate of return than other investment securities, or make other material modifications to our business operations and strategy, any or all of which could have a material adverse effect on our business, financial condition, results of operations, and future prospects.

We may be subject to tax and regulatory audits which could subject us to liabilities.

We are subject to tax and regulatory audits which could result in the imposition of liabilities that may or may not have been reserved. We are subject to audits by taxing and regulatory authorities with respect to certain of our income and operations. These audits can cover periods for several years prior to the date the audit is undertaken and could result in the imposition of liabilities, interest and penalties if our positions are not accepted by the auditing entity.

Changes in regulations or user concerns regarding privacy and protection of user data, or any failure to comply with such laws, could adversely affect our business.

Federal, state, and international laws and regulations govern the collection, use, retention, disclosure, sharing and security of data that we receive from and about our users. The use of consumer data by online service providers is a topic of active interest among federal, state, and international regulatory bodies, and the regulatory environment is unsettled. Many states have passed laws requiring notification to users where there is a security breach for personal data, such as California’s Information Practices Act. We face similar risks in international markets where our products and services are offered. Any failure, or perceived failure, by us to comply with or make effective modifications to our policies, or to comply with any applicable federal, state, or international privacy, data-retention or data-protection-related laws, regulations, orders or industry self-regulatory principles could result in proceedings or actions against us by governmental entities or others, a loss of user confidence, damage to our business and brand, and a loss of users, which could potentially have an adverse effect on our business.

In addition, various federal, state and foreign legislative or regulatory bodies may enact new or additional laws and regulations concerning privacy, data retention, data transfer and data protection issues, including laws or regulations mandating disclosure to domestic or international law enforcement bodies, which could adversely impact our business, our brand or our reputation with users. For example, some countries are considering or have enacted laws mandating that user data regarding users in their country be maintained in their country. In addition, there currently is a data protection regulation applicable to member states of the European Union that includes operational and compliance requirements that are different than those currently in place and that also includes significant penalties for non-compliance.

The interpretation and application of privacy, data protection, data transfer and data retention laws and regulations are often uncertain and in flux in the United States and internationally. These laws may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices, complicating long-range business planning decisions. If privacy, data protection, data transfer or data retention laws are interpreted and applied in a manner that is inconsistent with our current policies and practices, we may be fined or ordered to change our business practices in a manner that adversely impacts our operating results. Complying with these varying international requirements could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business and operating results.

Nevada law and certain anti-takeover provisions of our corporate documents could entrench our management or delay or prevent a third party from acquiring us or a change in control even if it would benefit our shareholders.

Certain provisions of Nevada law may have an anti-takeover effect and may delay or prevent a tender offer or other acquisition transaction that a shareholder might consider to be in his or her best interest. The summary of the provisions of Nevada law set forth below does not purport to be complete and is qualified in its entirety by reference to Nevada law.

The issuance of shares of preferred stock, the issuance of rights to purchase such shares, and the imposition of certain other adverse effects on any party contemplating a takeover could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable a holder to block such a transaction. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of holders of our common stock.

Under Nevada law, a director, in determining what he reasonably believes to be in or not opposed to the best interests of the corporation, does not need to consider only the interests of the corporation’s shareholders in any takeover matter but may also, in his discretion, may consider any of the following:

Because our board of directors is not required to make any determination on matters affecting potential takeovers solely based on its judgment as to the best interests of our shareholders, our board could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of our shareholders might believe to be in their best interests or in which such shareholders might receive a premium for their stock over the then market price of such stock. Our board presently does not intend to seek shareholder approval prior to the issuance of currently authorized stock, unless otherwise required by law or applicable stock exchange rules.

If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us and, as a result, the value of our common shares.

We are required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, for as long as we remain a smaller reporting company, we intend to take advantage of the exemption permitting us not to comply with the independent registered public accounting firm attestation requirement.