# Late Subagent Public-Source Update — v3.6.1 Rebuild **Doc ID:** AR-ADD-20260711-LATE-PUBLIC-SOURCE-UPDATE **Prepared:** July 11, 2026 **Status:** Supplemental memo incorporating the final late public-source agent return into the rebuilt binder. **Use discipline:** Public-source research update only. Treat all items below as verified facts, calibrated inferences, or gaps as labeled. Do not use as accusations of wrongdoing without the missing primary records. --- ## 1. Net effect The late public-source return **confirms the v3.6 ranking** and adds several useful source/refinement points. No major rank change is required. The highest-risk lane remains **ASC 810 / Glass House Retail / NSJB / de facto control**, followed by DCC/local ownership approvals, NYSE-uplist disclosure completeness, DCC citation packet, labor/raid agency files, and related-party governance. --- ## 2. Additions and refinements to carry forward ### 2.1 NYSE uplisting and deconsolidation - Glass House registered its subordinate voting shares on Form 8-A for NYSE listing and announced expected trading under **GLAS** at the open on **June 30, 2026**, with OTCQX **GLASF** expected to continue through the June 29 close. - The June 12, 2026 transaction separated **Glass House Retail, LLC (GHR)** and its dual-use cannabis business from Glass House's consolidated results for U.S. GAAP purposes in connection with the NYSE listing. - NSJB Investments LLC acquired all voting units and a **10% economic interest** in GHR for approximately **$2.5M**; GHB Usub retained **900 exchangeable units / 90% economic interest**, non-voting until conversion. **Calibration:** These are verified transaction facts. They do not resolve the ASC 810/VIE/primary-beneficiary conclusion; the missing GAAP memo and auditor review remain necessary. ### 2.2 MSA/service arrangement detail The late public-source report adds a useful phrasing detail: GHR and Glass House entered a management/services arrangement under which a Glass House subsidiary provides consulting, advisory, and administrative services to GHR for **cost reimbursement plus 5% margin**, subject to a cap, terminable on **90 days' notice**. **Why it matters:** This belongs in the ASC 810 power/economics analysis because day-to-day service dependence can be relevant to whether control has shifted in substance. ### 2.3 Related-party financial flows The late return confirms the 2025 audited-financial-statement related-party facts already in v3.6: - BFPM consulting agreement: **$11k/month**; **$140k** consulting fees in 2025 and 2024. - Jon A. Neu Insurance brokerage expense: approximately **$298k** in 2025 and **$399k** in 2024. - Related-party preferred-equity holders: approximately **$1.5M** of 2025 preferred dividends and **$13.0M** in Series E consideration, reportedly on the same terms as non-related-party holders. - Public filings do not supply board/committee minutes, recusal records, competitive-bid files, fairness support, or full individual allocation schedules. ### 2.4 Voting-control figures from 2026 circular Add the 2026 circular voting-control figures as current governance context: | Holder | Reported voting percentage | |---|---:| | Kyle Kazan | 32.8% | | Graham Farrar | 21.4% | | Jamie Rosenwald | 13.5% | | Jocelyn Rosenwald | 9.1% | The circular also reports Multiple Voting Shares carry **50 votes/share**. **Calibration:** Use these as governance/valuation/disclosure context, not as proof of misconduct. They also update older 2025 voting-power figures where a current 2026 figure is needed. ### 2.5 Jocelyn Rosenwald independence/perceived-conflict item The 2026 circular reportedly states the board has eight directors and six independent directors under NI 52-110, including **Jocelyn Rosenwald**. The same public materials identify Jocelyn as **Director of Acquisitions and Asset Management, Beach Front Property Management** and audit committee chair. **Calibration:** This is an independence/perceived-conflict diligence item, not a per se legal breach. Request the board independence analysis, related-party review policy, committee minutes, and recusal/approval files. ### 2.6 Auditor and ICFR framing MGO's 2025 audit report says MGO has served as auditor since 2020 and states Glass House was **not required to have, and MGO was not engaged to perform, an audit of internal control over financial reporting**. Therefore no ICFR effectiveness opinion was expressed. **Use:** auditor/audit-committee request support, especially given the NYSE uplist and deconsolidation architecture. ### 2.7 RCM / Dalton / Rosenwald ADV refinements The late public-source return reports: - IAPD identifies **Rosenwald Capital Management, Inc.** as CRD **290118**, SEC **801-112520**, SEC-approved since **February 26, 2018**. - IAPD identifies current **Dalton Investments, Inc.** as CRD **308609**, SEC **801-121986**, SEC-approved since **July 30, 2021**. - RCM's Form ADV shows RCM as majority owner of Dalton Investments, Inc. as of **07/2024**, and the **Rosenwald Family Trust** as owner of RCM. - ADV-derived records identify James Benno Rosenwald and Laura Parker Rosenwald as trustees; Dalton records identify James Benno Rosenwald as chairman/portfolio manager and Jocelyn Rosenwald as a Dalton board director. **Calibration:** Use as entity-map and conflict-governance context. Do not assert Dalton/RCM funds currently held/traded Glass House securities unless trade blotters, 13F/SEDI/SEDAR records, or account statements prove it. ### 2.8 Legacy Dalton Korea matter Legacy Dalton Investments LLC ADV disclosures reportedly identify a Korean Securities and Futures Commission administrative fine of **KRW 7.5M / about $6,700** tied to a 2017 short-sale matter. **Calibration:** Background adviser-history only. It is not a Glass House conflict unless tied to current Glass House trading, holdings, or disclosure obligations. ### 2.9 SEDI / SEDAR gap remains open SEDI automated retrieval remained blocked by anti-bot/CAPTCHA barriers. Do **not** represent the SEDI record as cleared. Manual SEDI pulls remain required for Glass House, Kazan, Farrar, Jamie Rosenwald, Jocelyn Rosenwald, Beach Front-related entities, and any Dalton/RCM-linked insiders. --- ## 3. Highest-priority additional requests after v3.6.1 1. **NSJB diligence packet:** beneficial owners, principals, source of funds, cap table, side letters, independence reps, DCC/local licensing filings, and any ties/no-ties to Glass House, Beach Front, Rosenwald, Dalton, or RCM. 2. **Deconsolidation accounting:** GAAP/VIE/control memo, MSA and Protection Agreement analysis, auditor review, NYSE communications. 3. **Related-party governance:** board/committee minutes, recusals, annual approvals, competitive bids/fairness support for Beach Front, Jon A. Neu, leases, and preferred equity. 4. **RCM/Dalton conflicts:** Glass House holdings confirmations, trade blotters, restricted/watch-list records, ADV Part 2 conflict disclosures, and future post-NYSE 13F monitoring. 5. **Canadian insider record:** manual SEDI issuer + insider transaction reports and SEDAR+ material-contract / early-warning review. --- ## 4. Do-not-overstate guardrails - Do not say NSJB is a related party as a fact without beneficial-owner/source-of-funds records. - Do not say Jocelyn Rosenwald's audit-committee independence is legally invalid without the actual independence analysis and governing-law review. - Do not say Dalton/RCM funds held/traded GLAS/GLASF without trade-level or holdings proof. - Do not use the legacy Dalton Korea fine as current Glass House misconduct. - Do not say SEDI is cleared until manual SEDI reports are captured and preserved.