In 2025, TCRG executed a strategic transformation through a $35 million asset acquisition adding AgTech and sensor technology assets, resolved its shell risk designation, and formed a Transition Team to support integration and operational development.

• TCRG executed a Letter of Intent in April 2025 to acquire $35 million in agricultural technology and sensor technology assets [N3].
• The company announced the formation of a Transition Team in April 2025 to support the upcoming strategic transaction and integration efforts [N2].
• In August 2025, TCRG closed the $35 million asset acquisition, resolving its shell risk designation and establishing a path toward OTCQB listing and potential NASDAQ candidacy [N1].

The company has taken significant steps to transition from a shell entity to an operating company with tangible assets and revenue-generating potential through its $35 million acquisition of AgTech and sensor technology assets. This positions TCRG to participate in growing markets such as sustainable agriculture and functional nutrition. The resolution of shell risk designation and plans for OTCQB uplisting and potential NASDAQ candidacy may improve liquidity and institutional interest. Leveraging Atlanta CBD's existing retail and online presence provides a platform for growth in health and wellness products, including CBD-related offerings.

TCRG faces substantial risks including limited operating history, zero reported revenue, and significant net losses. The company has limited liquidity with current liabilities far exceeding current assets as of December 31, 2025. Regulatory uncertainty around CBD products and reliance on third-party suppliers and manufacturers add operational risks. The competitive landscape includes large established companies with greater resources. The company is also subject to dilution risks from future equity offerings and faces challenges in maintaining timely regulatory disclosures and market visibility.

TCRG's moat is limited given its early-stage status, lack of proprietary patents or trademarks, and reliance on third-party suppliers and contract manufacturers. Its competitive positioning depends on its ability to integrate recently acquired AgTech and sensor technology assets and leverage its 51% ownership of Atlanta CBD to expand in the health and wellness market. The company operates in highly competitive sectors with established major players. Regulatory compliance and the ability to navigate evolving CBD product regulations are critical to maintaining market access. The recent asset acquisition and operational infrastructure provide a foundation but do not yet constitute a strong competitive barrier.

• Financial and Liquidity Risks: The company reported a net loss of $1.77 million and zero revenue for the fiscal year ended December 31, 2025, with current liabilities significantly exceeding current assets, resulting in low liquidity ratios. Additional capital may be required to fund operations and growth, with no assurance of availability on favorable terms.
• Regulatory Risks: TCRG's products, including hemp-derived CBD, are subject to FDA regulation and evolving federal and state laws. Regulatory uncertainty around marketing, labeling, and distribution of CBD products may impact operations and compliance costs.
• Competitive Risks: The health and wellness and functional beverage markets are highly competitive with major established players. TCRG's limited operating history and resources may hinder its ability to compete effectively.
• Operational Risks: The company relies on third-party suppliers and contract manufacturers for product development and fulfillment. Disruptions or disputes with these partners could adversely affect product availability and business operations.
• Governance and Conflict of Interest Risks: Key executives hold significant ownership stakes in both TCRG and Atlanta CBD, with conflict-of-interest agreements in place. However, these agreements cannot fully prevent actions prioritizing Atlanta CBD's interests over TCRG's.

• Cannaisseur Group Inc. (TCRG) is a Delaware corporation established in December 2020 focused on health and wellness products including CBD-related products, operating primarily through its 51% ownership and management of Atlanta CBD Inc. (d/b/a Inno Medicinals).
• Atlanta CBD was founded in 2018 as a hemp products supplier and retailer, operating retail stores and an e-commerce website (https://innomedicinals.com) selling hemp and health and wellness products where legal, targeting consumers 18 years or older in compliant states.
• TCRG manages and operates Atlanta CBD's business and intends to expand into health and wellness markets by acquiring assets related to CBD cultivation, processing, and distribution, using equity and private placements for funding.
• The company uses commercial suppliers and contract manufacturers for product R&D, formulation, quality testing, production, and packaging, leveraging Atlanta CBD's supplier relationships and regulatory licenses.
• Sales channels include online distribution and direct-to-consumer sales via the INNO Medicinals website, with plans to build audience before entering retail locations.
• The company focuses on products addressing consumer wellness goals aligned with growing demand for functional nutrition and hydration solutions, in a competitive market with major players like Nestlé, PepsiCo, and Herbalife.
• TCRG closed a $35 million asset acquisition in August 2025, adding AgTech and sensor technology assets including real estate, equipment, IP, and manufacturing systems, resolving prior shell risk designation and establishing a path toward OTCQB and potential NASDAQ candidacy.
• The acquisition included proprietary sensor-based technologies and infrastructure for soy processing, human nutrition, agricultural manufacturing, and radar, camera, and vehicle-based sensor systems applicable to agriculture, industrial, and automotive settings.
• As part of the acquisition, TCRG issued convertible preferred equity and assumed approximately $500,000 in debt; legacy shareholders retain at least 6.5% of post-transaction equity.
• The company formed a Transition Team in April 2025 to support the strategic transaction, integration of assets, operational infrastructure development, leadership transition, and investor relations.
• TCRG had $22,000 in cash and equivalents and $140,000 in current assets as of December 31, 2025, with current liabilities of $210,632, resulting in a current ratio and cash ratio effectively at zero.
• The company reported zero revenue and a net loss of $1,773,913 for the fiscal year ended December 31, 2025, with basic and diluted EPS of -$0.03 per share.
• TCRG has three full-time employees and holds no patents or trademarks currently, relying on supplier and manufacturer licenses and contracts.
• The company is subject to FDA regulation under the Federal Food, Drug, and Cosmetic Act for its health and wellness products, including CBD products, with regulatory uncertainty around CBD marketing and labeling.
• TCRG's common stock is quoted on the OTC Pink market under the symbol TCRG, with low liquidity and trading volume, and the company is delinquent in periodic disclosures but intends to bring filings current.
• The company faces risks including competition from larger established companies, regulatory uncertainty, reliance on third-party suppliers and manufacturers, and potential dilution from future equity offerings.