EX-99.2 4 ea030647001ex99-2.htm UNAUDITED INTERIM COMBINED FINANCIAL STATEMENTS OF ARCADE REALTY LLC AND ARCADE TECHNOLOGY LLC AND ACCOMPANYING NOTES RELATED THERETO AS OF JUNE 30, 2026 AND DECEMBER 31, 2025, AND FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

Exhibit 99.2

 

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Interim Combined Financial Statements

Six-Month Periods Ended June 30, 2026 and 2025

 

    Page

Financial Statements  

   
     
Interim Combined Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025   2
     
Interim Combined Statements of Operations for the Six-Month Periods Ended June 30, 2026 and 2025 (Unaudited)   3
     
Interim Combined Statements of Changes in Members’ Equity for the Six Months Ended June 30, 2026 and 2025 (Unaudited)   4
     
Interim Combined Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)   5
     
Notes to Interim Combined Financial Statements (Unaudited)   6

 

 

 

 

ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Interim Combined Balance Sheets

 

   June 30,   December 31, 
   2026   2025 
   (Unaudited)     
Assets        
Current assets        
Cash and cash equivalents  $533,115   $577,252 
Accounts receivable, net   619,556    473,306 
Inventory, net   652,783    866,909 
Prepaid expenses   16,307    20,889 
Total current assets   1,821,761    1,938,356 
           
Property, plant and equipment, net   622,789    655,199 
           
Total assets  $2,444,550   $2,593,555 
           
Liabilities and members’ equity          
Current liabilities          
Accounts payable and accrued liabilities  $356,822   $156,846 
Loan payable - current portion   3,587    3,521 
Total current liabilities   360,409    160,367 
           
Loan payable – net of current portion   136,285    138,117 
           
Total liabilities   496,694    298,484 
           
Commitments and contingencies (note 8)   -    - 
           
Members’ equity          
Members’ capital contributions   89,838    89,838 
Accumulated earnings   1,858,018    2,205,233 
Total members’ equity   1,947,856    2,295,071 
           
Total liabilities and members’ equity  $2,444,550   $2,593,555 

 

The accompanying notes are an integral part of these interim combined financial statements.

 

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ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Interim Combined Statements of Operations

(Unaudited)

 

   Six Months Ended June 30, 
   2026   2025 
         
Revenue  $2,481,949   $2,228,742 
Cost of revenue   2,425,620    2,148,610 
Gross profit   56,329    80,132 
           
Operating expenses:          
Selling, general and administrative   236,942    255,075 
Total operating expenses   236,942    255,075 
           
Loss from operations   (180,613)   (174,943)
           
Other income (expense):          
Miscellaneous income   20,652    15,528 
Interest income   1,941    3,918 
Interest expense   (2,620)   (2,684)
Total other income   19,973    16,762 
           
Net loss  $(160,640)  $(158,181)

 

The accompanying notes are an integral part of these interim combined financial statements.

 

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ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Interim Combined Statements of Changes in Members’ Equity

(Unaudited)

 

   Members’       Total 
   Capital   Accumulated   Members’ 
   Contribution   Earnings   Equity 
             
Balance, December 31, 2024  $89,838   $2,602,288   $2,692,126 
Distribution to members   -    (139,110)   (139,110)
Net loss   -    (158,181)   (158,181)
Balance, June 30, 2025  $89,838   $2,304,997   $2,394,835 
                
Balance, December 31, 2025  $89,838   $2,205,233   $2,295,071 
Distribution to members   -    (186,575)   (186,575)
Net loss   -    (160,640)   (160,640)
Balance, June 30, 2026  $89,838   $1,858,018   $1,947,856 

 

The accompanying notes are an integral part of these interim combined financial statements.

 

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ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Interim Combined Statements of Cash Flows

(Unaudited)

 

   Six Months Ended June 30, 
   2026   2025 
         
         
Cash flows from operating activities        
Net loss  $(160,640)  $(158,181)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:          
Depreciation   32,410    30,523 
Changes in operating assets and liabilities:          
Accounts receivable   (146,250)   (23,454)
Inventory   214,126    (6)
Prepaid expenses   4,582    125 
Accounts payable and accrued liabilities   199,976    (28,213)
Net cash provided by (used in) operating activities   144,204    (179,206)
           
Cash flows from investing activities          
Purchase of property, plant and equipment   -    (23,608)
Net cash used in investing activities   -    (23,608)
           
Cash flows from financing activities          
Distribution to members   (186,575)   (139,110)
Repayments of loan payable   (1,766)   (1,702)
Net cash used in financing activities   (188,341)   (140,812)
           
Change in cash and cash equivalents   (44,137)   (343,626)
Cash and cash equivalents, beginning of period   577,252    980,783 
Cash and cash equivalents, end of period  $533,115   $637,157 
           
Supplemental cash flow information:          
Cash paid for interest  $2,620   $2,684 

 

The accompanying notes are an integral part of these interim combined financial statements.

 

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ARCADE TECHNOLOGY LLC AND ARCADE REALTY LLC

Notes to the Unaudited Interim Combined Financial Statements

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Arcade Technology LLC (“Arcade Technology”), a Connecticut limited liability company, has operated as Arcade Metal Stamping since 1948 and is an ISO 9001:2015–certified custom manufacturer of precision metal stampings, tooling, and assemblies, operating from a 53,000-square-foot facility at 38 Union Avenue, Bridgeport, Connecticut. Arcade Technology’s services include progressive and compound-die metal stamping, in-house tool design and manufacturing, and CNC machining and secondary operations (e.g., plating, painting, heat treating, welding, and assembly), serving a diversified customer base across numerous end markets in North America. Arcade Realty LLC (“Arcade Realty”) is a Connecticut limited liability company that owns the 38 Union Avenue facility occupied by Arcade Technology. Arcade Technology and Arcade Realty are under common ownership and management and are presented herein on a combined basis.

 

Members and their approximate ownership interests as of June 30, 2026 were as follows:

 

Member  Ownership % 
Chief Executive Officer, Member   58.5%
Chief Financial Officer, Member   14.5%
Other Members (3)   27.0%
Total   100.0%

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The interim combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, the unaudited interim combined financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

The interim combined financial statements include the accounts of Arcade Technology and Arcade Realty (collectively, the “Company”), entities under common ownership and management. All intercompany balances and transactions between the two entities have been eliminated in combination.

 

Use of Estimates

 

The preparation of interim combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim combined financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

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Segment Information

 

The Company operates as a single operating and reportable segment, providing precision metal stamping, tooling design and manufacturing, and CNC machining and secondary operations (including plating, painting, heat treating, welding, and assembly) to a diversified customer base across multiple end markets in North America.

 

The Company’s Chief Executive Officer (“CEO”) is the chief operating decision maker (“CODM”). The CODM reviews financial information for purposes of allocating resources and evaluating financial performance, and assesses performance and allocates resources primarily based on net income (loss), which is reported on the Statements of Operations. Total assets on the interim combined balance sheets represent the Company’s segment assets.

 

The significant segment expenses regularly provided to and reviewed by the CODM are the expense categories presented on the face of the interim combined statements of operations, consisting of cost of revenue, selling, general and administrative expense, and interest expense.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

 

Cash and cash equivalents consisted of the following:

 

   June 30,   December 31, 
   2026   2025 
Cash  $226,294   $248,006 
Money market funds   306,821    329,246 
   $533,115   $577,252 

 

Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000 per institution in the U.S. The Company has not experienced losses on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

 

Accounts Receivable

 

The Company records accounts receivable at net realizable value. This value includes an appropriate allowance for estimated credit losses, which is charged to the provision for credit losses, to reflect any expected loss on the trade accounts receivable balances. The Company calculates this allowance based on available relevant information, in addition to historical loss information, the level of past-due accounts based on the contractual terms of the receivables, and its relationships with, and the economic status of its customers. The allowance for credit losses was $10,000 as of June 30, 2026 and December 31, 2025. The Company believes its exposure to concentrations of credit risk is limited due to the diversity of its customers across numerous industries, including appliance, automotive, electrical and electronics, government and defense, medical, telecommunications, and transportation equipment.

 

Accounts receivable consisted of the following:

 

   June 30,   December 31, 
   2026   2025 
Accounts receivable  $629,556   $483,306 
Less: Allowance for credit losses   (10,000)   (10,000)
Accounts receivable, net  $619,556   $473,306 

 

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Inventories

 

Inventories consist primarily of raw materials (which include steel coil, wire, and other raw material stock), work-in-progress, and finished goods (which include stamped metal parts, components, and assemblies). Inventories are valued at the lower of cost or net realizable value. The Company determines cost of inventory using the first-in, first-out (FIFO) method.

 

Inventories consisted of the following:

 

   June 30,   December 31, 
   2026   2025 
Raw materials  $241,937   $318,755 
Work-in-progress   332,302    489,654 
Finished goods   303,937    283,893 
Less: Inventory reserve   (225,393)   (225,393)
Inventory, net  $652,783   $866,909 

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at cost. Repair and maintenance costs that do not improve service potential or extend economic life are expensed as incurred. Depreciation is recorded principally by the straight-line method over the estimated useful lives of the Company’s assets, which are reviewed periodically and generally have the following ranges:

 

Buildings and improvements  39 years
Machinery and equipment  15 years
Land  Not depreciated
Furniture and fixtures  5 years
Computer equipment  3 years
Leasehold improvements  Remaining lease term

 

Construction in progress is not depreciated until ready for service.

 

Impairment of Long-Lived Assets

 

Long-lived assets with finite lives, primarily, property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value.

 

Debt

 

Debt is recognized at the amount of proceeds received and subsequently carried at amortized cost. Interest expense is recognized over the term of the debt based on the applicable interest rate. Current maturities of long-term debt are classified as current liabilities, and the remaining balance is classified as long-term debt.

 

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Financial Instruments

 

The Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

●Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

●Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

●Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The carrying values of the Company’s financial instruments include: cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities. These financial instruments approximate their fair values due to their short-term maturities.

 

Revenue Recognition

 

The Company derives its revenue primarily from the sale of precision metal stamping products across three product lines: electrical components, tooling, and general metal stamping products, along with related manufactured components and assemblies, to customers across a variety of industries. Revenue is recognized when control of these products is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. The Company records revenue based on a five-step model which includes: (1) identifying a contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price among the performance obligations; and (5) recognizing revenue as each performance obligation is satisfied.

 

The Company identifies customer purchase orders as contracts. Pricing for the Company’s products is established on a customer-by-customer basis pursuant to negotiated purchase orders or customer agreements, and may vary across customers based on product specifications, volume, and other negotiated terms. Revenue is measured as the net amount of consideration expected to be received in exchange for fulfilling the Company’s performance obligations, which generally consist of a single performance obligation for each product ordered. The amount of consideration expected to be received includes estimates of variable consideration, consisting of sales discounts and allowances, which are estimated based on historical experience and recorded as a reduction of the transaction price. The Company reviews these estimates at the end of each reporting period, and the impact of any adjustments is recognized in the period identified. In assessing whether collection of consideration from a customer is probable, the Company considers both the customer’s ability and intent to pay the amount of consideration when due.

 

Revenue is recognized at the point in time that the Company’s performance obligation is satisfied and control of the ordered product transfers to the customer. For products delivered by the Company, this transfer occurs upon shipment, as the Company’s standard shipping terms are FOB shipping point; for products picked up directly by the customer, this transfer occurs upon pickup from the Company’s facility. Revenue is disaggregated as presented in Note 6, Disaggregated Revenue and Concentrations.

 

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Payment of invoices is due as specified in the underlying customer agreement, which is typically 30 to 60 days from the invoice date. Invoices are generally issued on the date the product is shipped or picked up by the customer.

 

Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling costs are accounted for as described in Note 2, Shipping and Handling, below, and are not treated as a separate performance obligation. The Company does not have any significant financing components, as payment is received within a short period following satisfaction of the Company’s performance obligations. Except for product nonconformance or defects, no right of return generally exists on the sale of the Company’s products.

 

Shipping and Handling

 

The Company incurs shipping and handling costs in connection with the delivery of finished goods. The Company has elected to account for shipping and handling activities performed after control of a promised good has transferred to the customer as a fulfillment cost rather than as a separate performance obligation, consistent with the practical expedient permitted under ASC 606-10-25-18B. Accordingly, shipping and handling costs are expensed as incurred and are included in cost of revenue. Shipping and handling costs were $19,178 and $15,649 for the six months ended June 30, 2026 and 2025, respectively.

 

Advertising and Marketing

 

Advertising and marketing costs are expensed as incurred. Advertising and marketing expenses were $6,987 and $16,791 for the six months ended June 30, 2026 and 2025, respectively.

 

Income Taxes

 

The Company itself is not subject to U.S. federal income taxes; each member is individually liable for income taxes, if any, on its share of the Company’s net taxable income. Therefore, taxable income or loss is reported to the individual members for inclusion in their respective tax returns, and no provision for federal and state income taxes is included in these combined financial statements.

 

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures” for the identification of related parties and disclosure of related party transactions.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 Final Standard on Income Statement: Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the interim combined financial statements. This ASU applies to public business entities (“PBEs”) as defined under U.S. GAAP. Because the Company’s interim combined financial statements are being included in a filing with the U.S. Securities and Exchange Commission, the Company is considered a PBE for purposes of these interim combined financial statements. Accordingly, this guidance will be effective for the Company for annual reporting periods beginning after December 15, 2026 (i.e., the year ending December 31, 2027) and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2024-03.

 

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for PBEs for interim reporting periods in fiscal years beginning after December 15, 2027, with a one-year deferral (fiscal years beginning after December 15, 2028) for all other entities. Because the Company’s interim combined financial statements are being included in a filing with the U.S. Securities and Exchange Commission, the Company is considered a PBE for purposes of these interim combined financial statements and, accordingly, is subject to the earlier effective date applicable to PBEs; early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.

 

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The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company’s interim combined financial statements.

 

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment consisted of the following:

 

   June 30,   December 31, 
   2026   2025 
Land  $173,494   $173,494 
Building   702,739    702,739 
Building improvements   25,000    25,000 
Machinery and equipment   987,048    987,048 
Furniture and fixtures   58,444    58,444 
Computer equipment   19,313    19,313 
Total property, plant and equipment   1,966,038    1,966,038 
Accumulated depreciation   (1,343,249)   (1,310,839)
Property, plant and equipment, net  $622,789   $655,199 

 

During the six months ended June 30, 2026 and 2025, the Company recognized depreciation expenses as follows:

 

   Six months ended 
   June 30, 
   2026   2025 
Depreciation – Cost of revenue  $21,060   $19,363 
Depreciation – Selling, general and administrative   11,350    11,160 
Total depreciation  $32,410   $30,523 

 

NOTE 4 – LOAN PAYABLE

 

EIDL Note Payable

 

On May 5, 2020, the Company executed a U.S. Small Business Administration Economic Injury Disaster Loan (“SBA”) in the original principal amount of $150,000, bearing interest at 3.75% per annum. Installment payments of principal and interest of $731 per month commenced twelve months from the date of the note, with the remaining balance of principal and accrued interest due thirty (30) years from the date of the note. The note is secured by substantially all tangible and intangible personal property of Arcade Technology and contains customary affirmative and negative covenants, including transfers of collateral and changes in ownership or legal structure without the prior written consent of the SBA.

 

During the six months ended June 30, 2026 and 2025, the Company recognized interest expense of $2,620 and $2,684, respectively. The outstanding principal balance was $139,872 and $141,638 as of June 30, 2026 and December 31, 2025, respectively. The note was repaid in full on July 16, 2026.

 

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Aggregate future maturities of long-term debt as of June 30, 2026 are as follows:

 

Year Ending December 31,  Amounts 
2026 (six months remaining)  $1,755 
2027   3,656 
2028   3,781 
2029   3,940 
2030   4,090 
Thereafter   122,650 
Total  $139,872 

 

Line of Credit

 

The Company maintains a $750,000 revolving line of credit. No amounts were outstanding under the line of credit as of June 30, 2026 and December 31, 2025.

 

NOTE 5 – MEMBERS’ CAPITAL

 

Members’ capital represents the members’ cumulative equity interests in Arcade Technology and Arcade Realty, including capital contributions, cumulative earnings and losses, and distributions. There were no capital contributions during the six months ended June 30, 2026 and 2025.

 

Distributions paid to members totaled $186,575 and $139,110 for the six months ended June 30, 2026 and 2025, respectively.

 

NOTE 6 – DISAGGREGATED REVENUE AND CONCENTRATIONS

 

During the six months ended June 30, 2026 and 2025, disaggregated revenue was as follows:

 

   Six Months Ended 
   June 30, 
   2026   2025 
Electrical  $136,758   $118,557 
Tooling   17,775    19,125 
Metal stamping   2,327,416    2,091,060 
   $2,481,949   $2,228,742 

 

Revenue and Accounts Receivable

 

For the six months ended June 30, 2026, three customers accounted for 10% or more of the Company’s total revenue, representing approximately 15%, 14%, and 11% of total revenue, respectively. For the six months ended June 30, 2025, two customers accounted for 10% or more of the Company’s total revenue, representing approximately 18% and 16% of total revenue, respectively.

 

As of June 30, 2026, accounts receivable from three customers accounted for 10% or more of total accounts receivable, representing approximately 14%, 13%, and 10% of total accounts receivable, respectively. As of June 30, 2025, accounts receivable from three customers accounted for 10% or more of total accounts receivable, representing approximately 17%, 13% and 12% of total accounts receivable, respectively.

 

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Purchases and Accounts Payable

 

For the six months ended June 30, 2026, purchases from two vendors accounted for 10% or more of total raw material purchases, representing approximately 20% and 14% of raw material purchases, respectively. For the six months ended June 30, 2025, purchases from three vendors accounted for 10% or more of total raw material purchases, representing approximately 14%, 14% and 12% of raw material purchases, respectively.

 

As of June 30, 2026, accounts payable due to three vendors accounted for 10% or more of total accounts payable, representing approximately 20%, 19% and 15% of total accounts payable, respectively. As of June 30, 2025, accounts payable due to two vendors accounted for 10% or more of total accounts payable, representing approximately 16% and 12% of total accounts payable, respectively.

 

NOTE 7 – COST OF REVENUE

 

Cost of revenue consisted of the following:

 

   Six Months Ended 
   June 30, 
   2026   2025 
Inventory purchases  $1,214,228   $823,616 
Labor   896,890    872,033 
Insurance   64,800    113,400 
Utilities   100,567    123,439 
Supplies and others   128,075    196,759 
Depreciation   21,060    19,363 
   $2,425,620   $2,148,610 

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

Except as disclosed elsewhere in these interim combined financial statements, the Company had no material commitments or contingencies, and was not subject to any pending or threatened litigation, claims, or governmental investigations, as of June 30, 2026 or December 31, 2025.

 

NOTE 9 – SUBSEQUENT EVENTS

 

Management evaluated subsequent events through the date these interim combined financial statements were available to be issued and noted no other items requiring disclosure, other than as discussed below.

 

On June 26, 2026, Arcade Technology entered into an Asset Purchase Agreement (the “APA”) with Quantum Drones Corporation, a Nevada corporation and wholly owned subsidiary of Quantum Cyber N.V. (“Buyer”), pursuant to which Arcade Technology agreed to sell certain assets used in its business, including inventory, equipment, and intangible assets, for a base purchase price of $900,000 plus the value of inventory at closing, subject to adjustment as described in the APA. Concurrently, Arcade Realty entered into a Purchase and Sale Agreement (the “PSA”) with Buyer for the sale of the real property at 38 Union Avenue, Bridgeport, Connecticut for a purchase price of $2,300,000, subject to adjustment. The APA and PSA provide that the aggregate consideration for the business and the real property (prior to adjustment for inventory value) is $3,200,000, and that the closings of the two agreements occur simultaneously.

 

The APA and PSA each provided for a 10-day due diligence period following the June 26, 2026 effective date, with closing to occur on the third business day following expiration of that period, or such earlier date as the parties agreed. At closing, Buyer agreed to enter into three-year employment agreements with William Rhone, Arcade Technology Chief Financial Officer, Member, and Steven Pepe, Arcade Technology Chief Executive Officer, Member, each with non-compete covenants.

 

The transactions contemplated by the APA and PSA closed on July 15, 2026. Per the executed settlement statements, the final purchase price for the transactions consisted of $900,000 for the business assets, $980,000 for inventory, and $2,300,000 for the real property, for total contractual consideration of $4,180,000, before closing prorations and Buyer’s own closing costs.

 

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