Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On June 22, 2026, the Company issued to Leviston Resources, LLC ("Leviston") a senior secured convertible promissory note in the original principal amount of $2.8 million, for gross proceeds to the Company of approximately $2.3 million. The note bears interest at 10% per annum, matures on October 18, 2026. Subject to stockholder approval and the terms of the note, Leviston may convert outstanding principal and accrued interest into shares of the Company's Class A Common Stock at a conversion price equal to the lesser of the closing price on June 22, 2026 and 85% of the lowest eight-day VWAP of the Class A Common Stock immediately prior to and including the conversion notice date.

The note was issued as an additional note under the Company's previously disclosed investor rights agreement. The Company also entered into an amendment to its registration rights agreement with Leviston relating to the resale registration of shares issuable upon conversion of the note. The foregoing description is qualified in its entirety by reference to the note and registration rights amendment, which are filed as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K.