Short-Term Debt

$ 10,008,552

$ 205,403

$ 10,008,552

Debt Instrument, Maturity Date, Description

90.00%

March 2025

Sale of Stock, Description of Transaction

$ 2,133,697

268,998

the Combined Company issued 100,000 shares of Newco Stock to the Sponsor as additional merger consideration that vest in the event that prior to the eighth anniversary of the closing of the Business Combination. Fifty percent of the Sponsor Earnout Shares will vest when the volume-weighted average price (“VWAP”) of the Common Stock price equals or exceeds $120.00 per share for a period of 20 trading days in a 30 trading day period, and the remaining fifty percent of the Sponsor Earnout Shares will vest when the VWAP of the Common Stock price equals or exceeds $140.00 per share for a period of 20 trading days in a 30 trading day period, or are otherwise forfeited.

Interest expense

$ 422

Convertible Debt [Member]

Debt Instrument, Maturity Date, Description

March 2025

Debt Instrument, Annual Principal Payment

$ 1,800,000

1,800,000

Debt Instrument, Interest Rate During Period

15.00%

Stock Issued During Period, Value, Issued for Services

$ 340,000

Bridge Loan [Member]

Private Placement [Member]

Interest expense

$ 103,938

$ 33,208

Sale of Stock, Description of Transaction

(i) the consummation of a private placement offering of Company securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and (ii) the Endurance Maturity/ Repayment Date, provided that the minimum number of shares of Common Stock shall be no less than 50,000 shares.

Common Stock [Member]

^[1]

638,048

5,583

Endurance Antarctica Partners II LLC [Member]

^[1]

$ 64

$ 1

Debt Instrument, Face Amount

15.00%

$ 1,750,000

[custom:ClassOfWarrantOrRighsDescription]

97,765

Endurance received warrants representing the right, exercisable within five years of the closing date, of up to 50% of Common Stock issued as Equity Kicker, with each 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 in accordance with such private placement terms.

Debt Instrument, Repaid, Principal

1,750,000

Debt Instrument, Increase, Accrued Interest

70,000

Endurance Antarctica Partners II LLC [Member] | Common Stock [Member]

Debt Instrument, Face Amount

$ 1,750,000

550,000

97,765

Endurance Antarctica Partners II LLC [Member] | Warrant [Member]

$ 3,500,000

488,826

DRE Chicago LLC [Member]

Debt Instrument, Face Amount

15.00%

$ 250,000

10,474

Sale of Stock, Description of Transaction

$ 375,000

In addition, the Company agreed to issue to the Investors an aggregate of $2,700,000 in Common Stock as an Equity Kicker, as defined in the Investor Term Sheet with the price of each share being determined based on terms per the earlier to occur of (i) the consummation of a private placement offering of Company securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and (ii) the Investor Maturity/ Repayment Date, provided that the minimum number of shares of Common Stock issued to the Investors shall be no less than an aggregate of 36,000 shares. The Company recorded the short-term loan as a liability and evaluated embedded features in accordance with the accounting guidance and determined that bifurcation is not required for any embedded feature. By analyzing the economic characteristics of the Equity Kicker terms, the unconditional obligation to transfer variable number of shares where the monetary value of the obligation is a fixed monetary amount known at inception is akin to a traditional debt arrangement with a principal of $1,800,000, which were settled in cash along with a premium of $2,700,000 in the form of variable number of shares. The Equity Kicker $2,700,000 was triggered by the private placement that occurred on December 31, 2024. Upon such occurrence, the Company has recorded the accretion impact of this premium of $2,700,000 as finance charges in the consolidated statements of operations for the year ended December 31, 2024, and has reported the obligation (which were settled through issuance of variable number of shares) as short-term loan. In addition, the Lenders received warrants representing the right, exercisable within five years of the closing date, of up to 50% of Common Stock issued as Equity Kicker, with each 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 in accordance with such private placement terms.

Debt Instrument, Repaid, Principal