SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

22. SUBSEQUENT EVENTS

On July 2, 2025, subsequent to the end of the reporting period, the U.S. Congress enacted the Taxpayer Fairness and Growth Act of 2025, which includes significant amendments to the Internal Revenue Code. Key provisions include:

● Limitations on the deductibility of certain interest and R&D expenses;

● Modifications to the the foreign-derived intangible income (“FDII “) and global intangible low-taxed income (“GILTI”) regimes.

The Company is currently evaluating the impact of the legislation on its consolidated financial statements, including deferred tax assets and liabilities. Because the enactment occurred after the end of the reporting period and before issuance of these financial statements, the effects have not been recognized in the accompanying condensed consolidated financial statements as of and for the period ended June 30, 2025, consistent with ASC 740 and ASC 855. The Company expects the corporate rate reduction to have a favorable impact on its effective tax rate beginning in fiscal 2026. However, remeasurement of deferred tax balances and the application of new limitations may result in non-cash tax charges in future periods. The Company will continue evaluating the impact and recognize any required adjustments in the period of enactment.

On August 5, 2025, the Company, entered into a Forfeiture and Release Agreement with Ridgewood LLC. Pursuant to the agreement, Ridgewood irrevocably forfeited and relinquished all of its rights, title, and interest in the following instruments:

● Certificate No. 6 representing 122,397 Preferred Units in Forever 8 Fund, LLC which were cancelled previously; and

● A Convertible Promissory Note dated October 1, 2022, originally issued by the Company in favor of Ridgewood, with a original principal amount of $480,845 since reduced to a principal amount of $371,364.

As a result of the agreement, Ridgewood has no further rights or claims to payments, distributions, conversions, liquidation preferences, or redemptions under the Preferred Units or the Convertible Note. The agreement also provides that Ridgewood has no current or future obligations or liabilities to Eightco Holdings Inc. or Forever 8 Fund, LLC related to the forfeited instruments.

The Company is currently evaluating the accounting implications of the forfeiture, including any potential gain recognition or reversal of previously recorded liabilities, which will be reflected in the financial statements in the period in which the assessment is completed. The Company expected to recognize a gain of approximately $400,000 related to forfeiture of principal and interest.