NOTE 5 – ACQUISITIONS

The Company did not complete any acquisitions during the year ended December 31, 2025. The following summarizes the Company’s acquisitions completed in prior periods and subsequent adjustments recognized during 2024 and 2025. For the full purchase price allocations and fair value measurements associated with these acquisitions, refer to the Company’s Form 10-K for the years ended December 31, 2023 and 2022.

AOS Acquisition

On September 12, 2022, the Company, through its wholly owned subsidiary Merger Sub, completed the acquisition of AOS, a maker of premium body and skincare products. The acquisition was completed through an all-stock transaction in which the Company issued restricted shares of Class A common stock valued at $0.19 per share, the fair value on the acquisition date. As consideration, the Company reserved 61,400,000 restricted shares of Class A common stock for the AOS stockholders, with an additional 5,000,000 restricted shares issuable after an 18-month indemnification period. An additional 5,000,000 restricted shares were contingently issuable based on future sales metrics, which management determined would not be met. A further 5,000,000 restricted shares could be issued to satisfy indemnity claims, although the Company does not expect any such issuances.

The AOS Acquisition was accounted for as a business combination under ASC 805, Business Combinations. The purchase price allocation was based on the estimated fair values of assets acquired and liabilities assumed and was finalized in 2023. Goodwill of $12,089,871 was recognized, of which $9,145,000 was impaired as of December 31, 2023.

On March 12, 2024, following the completion of the 18-month holdback period, the Company issued 4,979,731 shares of Class A common stock and $6,137 in cash to the former AOS stockholders, settling all remaining obligations. No further contingent consideration remained outstanding as of December 31, 2025. See the Company’s Form 10-K for the year ended December 31, 2022 for the full purchase price allocation and fair value disclosures related to the AOS Acquisition.

Soylent Acquisition

On February 15, 2023, the Company completed the acquisition of Soylent through its wholly owned subsidiary, Starco Merger Sub I. Soylent produces a range of plant-based nutrition products. The acquisition was completed through a cash and stock transaction in which the Company reimbursed $200,000 of Soylent’s closing expenses and issued shares of Class A common stock valued at $0.15 per share, the fair value on the acquisition date. As consideration, the Company reserved (a) up to 165,336,430 restricted shares of Class A common stock for Soylent shareholders, (b) 12,617,857 restricted shares to satisfy change-in-control obligations, and (c) additional shares for change-in-control obligations and other financial adjustments (the “Opening Balance Holdback”). The merger agreement also included a share price adjustment provision requiring the issuance of additional shares (the “Share Adjustment”) if the Company’s Class A common stock traded below $0.35 per share on February 14, 2024.

On March 15, 2024, the Company entered into a Stockholder Agreement with certain former Soylent stockholders (the “Consenting Stockholders”), modifying the Share Adjustment calculation for those stockholders. The Stockholder Agreement applied a 30-day volume-weighted average price (“VWAP”) and bifurcated the Share Adjustment into two measurement dates: February 14, 2024 (the “First Adjustment Date”) and May 15, 2025 (the “Second Adjustment Date”). The fair value of the share rights was estimated at $0.189 per share on the acquisition date, resulting in a total estimated share adjustment value of approximately $36.7 million. As of December 31, 2023, the estimated fair value of the share adjustment liability was $36.9 million.

On February 14, 2024, the Company settled $18,099,951 of the $36,931,330 fair value liability outstanding at December 31, 2023 by issuing 133,087,875 shares of Class A common stock to Soylent shareholders. On the same date, the Company also settled the $2,446,380 “Equity Payable” balance by issuing 16,309,203 shares of Class A common stock to Soylent shareholders who were not Consenting Stockholders.

On May 20, 2024, the Company determined that 7,445,490 of the 18,571,429 Opening Balance Holdback shares were not due, resulting in a reduction of the related liability of $1,012,587.

As of March 31, 2025, the fair value of the remaining share adjustment liability was $5,607,174. On May 15, 2025, the Company issued 136,760,337 shares of Class A common stock at a price of $0.041 per share in full satisfaction of the remaining liability, pursuant to the Soylent Merger Agreement and the Stockholder Agreement. The Company recognized a gain of $3,692,529 upon settlement of the liability. No further contingent consideration remained outstanding as of December 31, 2025.

The Soylent Acquisition was accounted for as a business combination under ASC 805. The purchase price allocation was based on the estimated fair values of assets acquired and liabilities assumed from a final third-party valuation and is not subject to further adjustment. The complete purchase price allocation for the Soylent Acquisition is included in the Company’s Form 10-K for the year ended December 31, 2023.

Sklyar Acquisition

On December 29, 2022, the Company completed the acquisition of Skylar through a two-step merger in which Skylar became a wholly owned subsidiary. Skylar produces hypoallergenic fragrances designed for sensitive skin. The acquisition was completed through a cash and stock transaction in which the Company paid $2,000,000 to settle debt and issued shares of Class A common stock valued at $0.20 per share, the fair value on the acquisition date. As consideration, the Company reserved 68,622,219 restricted shares of Class A common stock for the Skylar stockholders, with an additional 11,573,660 restricted shares issuable after an 18-month indemnification period and 19,268,162 restricted shares contingently issuable based on future sales metrics. An additional 11,573,660 restricted shares could be issued to satisfy indemnity claims, although the Company does not expect any such issuances.

The Skylar Acquisition was accounted for as a business combination under ASC 805. The purchase price allocation was based on the estimated fair values of assets acquired and liabilities assumed and was finalized in 2023. Goodwill of $11,234,312 was recognized.

On December 31, 2023, the Company issued 19,286,162 shares of Class A common stock to Skylar stockholders upon achievement of all earnout sales metrics. On June 30, 2024, following the completion of the 18-month holdback period, the Company issued 11,573,660 shares of Class A common stock to settle the remaining equity holdback. All contingent consideration related to the Skylar Acquisition was fully settled as of December 31, 2024, and no obligations remained outstanding as of December 31, 2025. The full purchase price allocation for the Skylar Acquisition is included in the Company’s Form 10-K for the year ended December 31, 2022.