Exhibit 99.3
BV Power Alpha LLC
Unaudited Condensed Financial Statements
As of March 31, 2025, and December 31, 2024
And for the Three Months ended March 31, 2025, and 2024
Report of Independent Registered Public Accounting Firm (PCAOB ID 52)
1
BV POWER ALPHA LLC
TABLE OF CONTENTS
Page | |
Report of Independent Registered Public Accounting Firm (PCAOB ID 52) | 3 |
Financial Statements (Unaudited) | |
Condensed Balance Sheets | 4 |
Condensed Statements of Income | 5 |
Condensed Statements of Members’ Equity | 6 - 7 |
Condensed Statements of Cash Flows | 8 |
Notes to Condensed Financial Statements | 9 - 18 |
2
REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Members of BV Power Alpha, LLC
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed balance sheet of BV Power Alpha, LLC (“the Company”) as of March 31, 2025 and the related condensed statements of income, members’ equity and the cash flows for the three- month periods ended March 31, 2025 and 2024, and the related notes (collectively referred to as the “interim financial statements”). Based on our review, we are not aware of any material modification that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB.
/s/ Berkowitz Pollack Brant Advisors + CPAs, LLP
West Palm Beach, FL
June 26, 2025
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BV Power Alpha LLC
Condensed
Balance Sheets
March 31, 2025 | December 31, 2024 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 226,062 | $ | 131,107 | ||||
Accounts receivable, net | 755,068 | 359,361 | ||||||
Accounts receivable - related party | 1,049,990 | 370,405 | ||||||
Loan receivable - related party | 1,045,315 | 1,045,315 | ||||||
Assets held for sale | - | 64,286 | ||||||
Other current assets | 35,609 | 60,071 | ||||||
Total current assets | 3,112,044 | 2,030,545 | ||||||
Property, plant and equipment, net | 7,193,226 | 7,356,397 | ||||||
Goodwill | 4,851,136 | 4,851,136 | ||||||
Operating lease right-of-use assets | 162,221 | 188,936 | ||||||
Total assets | $ | 15,318,627 | $ | 14,427,014 | ||||
Liabilities and members’ equity: | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 1,546,572 | $ | 1,855,889 | ||||
Accounts payable - related party | 494,201 | - | ||||||
Contract liabilities | 2,111,538 | 1,666,580 | ||||||
Loans payable - related party | 18,750 | 18,750 | ||||||
Current portion of operating lease liabilities | 107,777 | 107,409 | ||||||
Other current liabilities - Customer deposits | 247,623 | - | ||||||
Total current liabilities | 4,526,461 | 3,648,628 | ||||||
Operating lease liabilities, net of current portion | 54,445 | 81,528 | ||||||
Total liabilities | 4,580,906 | 3,730,156 | ||||||
Commitments and contingencies (see Note 7) | ||||||||
Members’ Equity | 638,479 | 1,086,394 | ||||||
Retained earnings | 10,099,242 | 9,610,464 | ||||||
Total member’s equity | 10,737,721 | 10,696,858 | ||||||
Total liabilities and members’ equity | $ | 15,318,627 | $ | 14,427,014 |
See accompanying notes to the unaudited condensed financial statements
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Condensed Statements of Income
(Unaudited)
For the Three Months Ended March 31, | ||||||||
2025 | 2024 | |||||||
Revenues | $ | 7,197,956 | $ | 6,746,345 | ||||
Costs and operating expenses: | ||||||||
Cost of revenues | 3,273,322 | 3,857,095 | ||||||
Depreciation and amortization | 163,172 | 308,724 | ||||||
Provision (recapture) for credit losses | 2,698,315 | (908,689 | ) | |||||
Selling, general and administrative expenses | 636,723 | 242,528 | ||||||
Total costs and operating expenses | 6,771,532 | 3,499,658 | ||||||
Income from operations | 426,424 | 3,246,687 | ||||||
Other income (expense) | ||||||||
Gain on disposal of assets held for sale | 67,714 | - | ||||||
Other income (expense), net | (5,360 | ) | - | |||||
Total other income (expense) | 62,354 | - | ||||||
Net Income | $ | 488,778 | $ | 3,246,687 |
See accompanying notes to the unaudited condensed financial statements.
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Condensed Statements Members’ Equity
For the Three Months Ended March 31, 2025
(Unaudited)
Members’ Equity |
Retained Earnings |
Total | ||||||||||
Balance at January 1, 2025 | $ | 1,086,394 | $ | 9,610,464 | $ | 10,696,858 | ||||||
Net Income | - | 488,778 | 488,778 | |||||||||
Member contributions | 296,085 | - | 296,085 | |||||||||
Member distributions | (744,000 | ) | - | (744,000 | ) | |||||||
Balance at March 31, 2025 | $ | 638,479 | $ | 10,099,242 | $ | 10,737,721 |
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BV Power Alpha LLC
Condensed Statements Members’ Equity - continued
For the Three Months Ended March 31, 2024
(Unaudited)
Member’s Equity |
Retained Earnings |
Total | ||||||||||
Balance at January 1, 2024 | $ | 6,021,243 | $ | 3,960,153 | $ | 9,981,396 | ||||||
Net Income | - | 3,246,687 | 3,246,687 | |||||||||
Member contributions | 4,493,857 | - | 4,493,857 | |||||||||
Impact of push down accounting - Goodwill | 4,851,136 | - | 4,851,136 | |||||||||
Impact of push down accounting - PPE | 1,810,558 | - | 1,810,558 | |||||||||
Member distributions | (10,011,851 | ) | - | (10,011,851 | ) | |||||||
Balance at March 31, 2024 | $ | 7,164,943 | $ | 7,206,840 | $ | 14,371,783 |
See accompanying notes to the unaudited condensed financial statements
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Condensed Statements of Cash Flows
(Unaudited)
For the Three Months Ended March 31, | ||||||||
2025 | 2024 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 488,778 | $ | 3,246,687 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 163,172 | 308,724 | ||||||
Gain on disposal of asset held for sale | (67,714 | ) | - | |||||
Provision for credit losses | 2,698,315 | (908,689 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (3,773,607 | ) | (282,585 | ) | ||||
Other current assets | 24,461 | (61,591 | ) | |||||
Accounts payable and accrued expenses | 184,884 | 327,225 | ||||||
Contract liabilities | 444,958 | 493,417 | ||||||
Customer deposits | 247,623 | 45,000 | ||||||
Net cash provided by operating activities | 410,870 | 3,168,188 | ||||||
Cash flows from investing activities: | ||||||||
Proceeds from sale of assets held for sale | 132,000 | 100,000 | ||||||
Net cash provided by investing activities | 132,000 | 100,000 | ||||||
Cash flows from financing activities: | ||||||||
Proceeds from a related party loan | - | 60,000 | ||||||
Contributions from members | 296,085 | 4,493,857 | ||||||
Distributions to members | (744,000 | ) | (10,011,851 | ) | ||||
Net cash used by financing activities | (447,915 | ) | (5,457,994 | ) | ||||
Net increase in cash and cash equivalents | 94,955 | (2,189,806 | ) | |||||
Cash and cash equivalents, beginning of year | 131,107 | 4,722,904 | ||||||
Cash and cash equivalents, end of year | $ | 226,062 | $ | 2,533,098 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Goodwill recognized due to change in control transaction | $ | - | $ | 4,851,136 | ||||
Property, plant and equipment revaluation due to change in control transaction | $ | - | $ | 1,810,558 |
See accompanying notes to the unaudited condensed financial statements.
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NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. | ORGANIZATION AND DESCRIPTION OF BUSINESS |
BV Power Alpha LLC (the “Company” or “BV Power”) is a limited liability company engaged in data center operations and digital asset infrastructure services. The Company primarily operates a high-performance computing facility in Spartanburg County, South Carolina, providing power infrastructure, hosting services, and equipment leasing to customers engaged in blockchain computing, artificial intelligence (AI), and high- performance data processing.
The Company’s core operations include hosting services, leasing space, power capacity, and equipment within its data center facility to customers requiring computing power. The Company also offers modular digital asset mining containers for lease or purchase, along with related hardware and support services.
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Policies (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and related notes for the year ended December 31, 2024. The interim results for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has decided it is not opting out of such an extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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Use of Estimates
The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Utility true-up adjustment
BV Power procures electricity through a local utility provider that oversees the purchasing, billing, and reconciliation of utility costs. Under this arrangement, BV Power undergoes an annual true-up adjustment to reconcile estimated energy costs with actual consumption and final rates provided by the local utility provider.
For the three months ended March 31, 2025, BV Power recorded a utility true-up accrual of $291,717, which is included as a reduction in cost of revenues in the accompanying unaudited condensed statement of operations, reflecting the anticipated adjustment for energy usage and rate differences during the period. For the three months ended March 31, 2024, the Company recorded a true-up refund $12,319 related to 2023. This amount, representing one-fourth of the total annual refund of $49,277, which was recorded as a reduction in cost of revenues for the period.
Risks and Uncertainties
The Company is subject to a number of risks similar to those of other companies operating in the industry.
Any electricity outage, limitation of electricity supply or increase in electricity costs could materially impact Company’s operations and financial performance.
The Company may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities.
Segment Information
The Company operates as a single reportable segment. There have been no changes to the Company’s segment structure during the three months ended March 31, 2025.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). There have been no material changes to the Company’s revenue recognition policies as disclosed in the audited financial statements for the year ended December 31, 2024.
The Company’s contract to supply equipment, power capacity, and space within its data center facility is accounted for as a single performance obligation. Revenue is recognized over time as the Company’s contractual performance obligation is satisfied. The contracts include a variable component based on actual power usage, which is recognized on the period incurred. Billing to the Company’s main customer are generally made monthly in advance, except for the variable energy portion, which is billed annually through a true-up process each June.
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Concentration of Credit Risk
Financial instruments, which potentially subjects the Company to concentrations of credit risk, consist of cash and cash equivalents, accounts receivable and loan receivable. The carrying value of all these financial instruments approximates fair value. The Company has not experienced any losses on these accounts and believe it is not exposed to significant credit risk on its cash balances.
Approximately 95% and 97% of the Company’s revenues for the three months ended March 31, 2025, and 2024, respectively, were derived from one primary customer, Blue Ridge. Blue Ridge provides services to multiple subtenants, resulting in indirect diversification of the revenue stream. Approximately 50% of this revenue concentration is derived from a subcontract between Blue Ridge and a separate unrelated customer. As of March 31, 2025, the Company was engaged in buyout negotiations with a separate unrelated customer to potentially replace its main customer. See Note 9 – Subsequent Events for further details.
Approximately 99% and 74% of the Company’s cost of services for the three months ended March 31, 2025, and 2024, respectively, were from one energy provider. Approximately 98% and 69% of the Company’s accounts payable as of March 31, 2025, and December 31, 2024, respectively, were due to this energy provider.
As of March 31, 2025, and December 31, 2024, the Company had a loan receivable of $1,045,315 from member VCV Digital, which management believes is fully collectible.
The Company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts, or other foreign hedging arrangements.
Cash and Cash Equivalents
Cash and Cash equivalents includes all cash balances and highly liquid investments with original maturities of three months or less. The Company classifies these items as current assets in balance sheet The Company had $226,062 and $131,107 in cash as of March 31, 2025, and December 31, 2024, respectively. There were no cash equivalents as of either date.
Accounts Receivables, net
Accounts receivables are stated at the amount management expects to collect from outstanding balances. The Company estimates the collectability of its receivables and establishes allowances in accordance with ASC 326, based on historical trends, current conditions, and reasonable and supportable forecasts.
The Company has one large customer, for which the probability of credit losses is assessed to be 100% based on historical information and collection patterns. As of March 31, 2025, and December 31, 2024, the Company had a reserve for expected credit loss of $10,804,140 and $8,105,825, respectively.
Property, Plant and Equipment, net
Property, plant, and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives. Major improvements that enhance the functionality or extend the asset’s useful life are capitalized, while routine maintenance and repairs are expensed as incurred. Upon disposal or retirement, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the condensed statements of operations.
As of March 31, 2025, the Company had no mining containers, as all containers had been sold during the first quarter of 2025. As of December 31, 2024, the Company had 9 mining containers classified as held for sale and 8 containers in operation, which were included in property, plant and equipment on the accompanying condensed balance sheet.
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The estimated useful lives of the Company’s property, plant and equipment are as follows:
Property, plant, and equipment | Years | |
Computers/IT | 3 | |
Equipment | 11 | |
Leasehold improvements | Shorter of useful life or life of lease | |
Transformers | 13 |
Impairment of Long-Lived Assets
The Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If indicators of impairment exist, the Company evaluates recoverability by comparing the carrying amount of the asset to its estimated undiscounted future cash flows. If the carrying amount exceeds the recoverable amount, an impairment loss is recognized based on the asset’s fair value.
Assets Held for Sale
The Company classifies long-lived assets as held for sale when management has approved and committed to sell the asset, the asset is available for immediate sale in its present condition, the sale is probable and expected to be completed within one year. Upon classification, the asset is measured at the lower of its carrying amount or fair value less costs to sell, and depreciation ceases.
Goodwill
Goodwill represents the excess purchase consideration of an acquired business over the fair value of the net tangible and identifiable intangible assets. Goodwill is evaluated for impairment annually in the fourth quarter, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant decrease in expected cash flows. No impairment charges were recorded with respect to goodwill during the three months ended March 31, 2025, and 2024.
Leases
Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligation to make lease payments over that term. ROU assets and lease obligations are recognized at the lease commencement date based on the present value of lease payments calculated using the implicit interest rate when it is readily determinable. In the absence of an implicit interest rate, management has elected the practical expedient to use an incremental borrowing rate as the discount rate.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly, hypothetical transaction between market participants at the measurement date, or exit price. ASC 820, Fair Value Measurement (“ASC 820”) establishes a fair value hierarchy for inputs, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:
● | Level 1 – Quoted prices in active markets for identical assets or liabilities. | |
● | Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and | |
● | Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
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Members’ Equity
The Company’s ownership is comprised of two members with membership interest of 50% each as of March 31, 2025, and December 31, 2024.
Income Taxes
The Company is a limited liability company and is not subject to income taxes. The members include the Company’s taxable income or loss in their personal income tax returns. As a result, no income tax provision is included in the accompanying financial statements. Transactions for which tax deductibility or the timing of deductibility is uncertain are reviewed based on their technical merits in determining distribution of the Company’s income. Penalties and interest assessed by income taxing authorities are included in selling, general, and administrative expenses. No interest or penalties were recognized during the three months ended March 31, 2025, and 2024.
Recent Accounting Pronouncements
Recently Adopted Accounting Standards
There were no new accounting standards adopted during the three months ended March 31, 2025, that had a material impact on the Company’s financial condition, results of operations or cash flow.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses which enhances expense disclosure requirements for public business entities. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this standard but does not expect it to have a material effect on the Company’s condensed financial statements.
3. | PROPERTY, PLANT AND EQUIPMENT, NET |
Property, plant, and equipment consisted of the following:
March 31, | December 31, | |||||||
2025 | 2024 | |||||||
Computers/IT | $ | 164,751 | $ | 164,751 | ||||
Equipment | 3,424,371 | 3,424,371 | ||||||
Leasehold improvements | 2,846,345 | 2,846,345 | ||||||
Transformers | 1,554,533 | 1,554,533 | ||||||
7,990,000 | 7,990,000 | |||||||
Accumulated depreciation and amortization | (796,774 | ) | (633,603 | ) | ||||
Total | $ | 7,193,226 | $ | 7,356,397 |
Depreciation and amortization expenses were $163,172 and $308,724 for the three months ended March 31, 2025, and 2024, respectively.
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Asset held for sale
As of March 31, 2025, the Company had no mining containers classified as held for sale, as all remaining containers were sold during the first quarter of 2025. As of December 31, 2024, the Company had 9 mining containers classified as held for sale. These containers were previously measured at the lower of their carrying amount or fair value less costs to sell, in accordance with ASC 360-10.
During the three months ended March 31, 2025, the Company sold the remaining 9 mining containers for total proceeds of $132,000, resulting in a gain of $67,714 recorded in Other Income (Expense) in the accompanying condensed statements of income. Depreciation ceased on these containers once they were classified as held for sale.
During the three months ended March 31, 2024, the Company sold 14 mining containers, generating total proceeds of $100,000. No gain or loss was recognized on these sales as they were sold at cost.
Impairment
The Company evaluated its mining containers for impairment in accordance with applicable accounting guidance. No impairment losses were recognized during the three months ended March 31, 2025, and 2024.
4. | BUSINESS COMBINATION AND CONTROL OBTAINED BY A RELATED PARTY |
Effective February 7, 2024, the Company underwent a change in control due to a step acquisition by VCV Digital Solutions LLC. VCV Digital Solutions acquired 50% of the issued and outstanding membership interest of the Company from a related party, adding to its existing 45% indirect interest held through its subsidiary, Tiger Cloud LLC. As a result, VCV Digital Solutions, via Tiger Cloud LLC, obtained full control of the Company. The Company elected to apply pushdown accounting in its financial statements.
The financial statements for periods prior to the change in control transaction reflect the historical basis of accounting, while the financial statements for periods subsequent to the change in control reflect the new basis of accounting established by the accounting acquirer.
The total purchase consideration for the additional 50% interest was $7,684,150. As a result of the step acquisition, the assets and liabilities of the Company were revalued at fair value. The following adjustments were made:
● | Property, Plant and Equipment: increased by $1,810,558 to reflect fair value. |
● | Goodwill: Recognized at $4,851,136 as the excess of the purchase price over the fair value of net identifiable assets. |
The impact of these adjustments is reflected in the accompanying balance sheet as of December 31, 2024. The Company expects increased depreciation and amortization expenses in future periods due to the revaluation of assets.
The goodwill recognized in this transaction represents the excess consideration paid over the identifiable net assets, reflecting expected synergies, future economic benefits, and the value of the acquired business operations. In accordance with ASC 350 – Intangibles – Goodwill and Other, goodwill is not amortized but is subject to an annual impairment assessment, or more frequently if indicators of impairment arise. As of March 31, 2025, and December 31, 2024, the Company has assessed that no impairment indicators exist, and goodwill remains recorded at its carrying amount.
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5. | REVENUE |
The Company generated revenue from hosting services which represents sole its revenue stream. Given that all revenue is derived from this single source, no further disaggregation is necessary. See Note 2, Summary of Significant Accounting Policies – Revenue Recognition for information on the Company’s revenue recognition accounting policies.
Contract Liabilities (Deferred Revenues)
Contract liabilities consist of amounts received from customers for which revenue has not been recognized. These amounts are classified as deferred revenue on the accompanying condensed balance sheet and recognized as revenue as the related services performed.
The following table presents the change in the Company’s contract liabilities as of March 31, 2025, and December 31, 2024:
March 31, | December 31, | |||||||
2025 | 2024 | |||||||
Balance at the beginning of the year | $ | 1,666,580 | $ | 1,389,000 | ||||
Deferred during the year | 1,956,400 | 1,956,400 | ||||||
Recognized as revenue during the year | (1,511,442 | ) | (1,678,820 | ) | ||||
Balance at the end of the year | $ | 2,111,538 | $ | 1,666,580 | ||||
Current | $ | 2,111,538 | $ | 1,666,580 | ||||
Non-current | - | - |
As of March 31, 2025, and December 31, 2024, the Company expects to realize substantially all the deferred revenue within 12 months and accordingly, these amounts are classified as current liabilities. There were no significant changes to contract terms, refund policies, or performance obligations during the period presented. The Company had no material contract assets as of March 31, 2025, and December 31, 2024.
6. | LEASES |
The Company leases land under a ground lease agreement to support its data center facility. Lease payments are made in cash in accordance with the lease terms. During 2024 and 2023, approximately $109,000 was paid each year toward lease obligations. ROU assets consisted of the following:
March 31, 2025 | December 31, 2024 | |||||||
Operating ROU | $ | 162,221 | $ | 188,936 |
As of March 31, 2025, and December 31, 2024, the weighted-average remaining lease term for operating lease is 1.50 years and 1.75 years, respectively. As of March 31, 2025, and December 31, 2024, the weighted- average discount rate for operating lease was 1.37%.
The lease agreement includes extension options, which may extend the lease beyond the original period. The Company has not included the potential impact of these extension options in the calculation of the lease term or related lease liabilities.
During the three months ended March 31, 2025, and 2024 the Company made cash payments to reduce its operating lease liabilities of approximately $26,715 for each period.
Future minimum non-cancelable lease commitments under this lease are as follows:
Operating | ||||
2025 (remaining) | $ | 82,485 | ||
2026 | 81,900 | |||
Total undiscounted cash flows | 164,385 | |||
Less, present value discount | (2,164 | ) | ||
Total lease obligations | $ | 162,221 |
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7. | COMMITMENTS AND CONTINGENCIES |
Energy Contract
The Company has an energy services contract with a third party, which expires in October 2026. Under the terms of the agreement, the Company is committed to pay a minimum of $256,000 monthly for energy used in the previous month. Usage in excess of $256,000 is invoiced to the Company in arrears on a monthly basis. The Company may terminate this agreement prior to its expiration date for an early termination fee of
$400,000.
Customer Contracts
The Company has a contract with its main customer to provide access to the data center facility, equipment, and power supply through April 2026.
Letter of Credit
As security for the energy contract, a related party has entered a stand-by letter of credit (“LC”) arrangement with its financial institution totaling $3,000,000 on behalf of the Company for the benefit of the third-party energy provider.
The LC is renewed annually and is secured by a certificate of deposit (CD), which also supports the Company’s surety bond obligations. As of the condensed financial statement issuance date, the LC remains in place and is ongoing.
Other litigations
The Company is involved, from time to time, in litigation, other legal claims, and proceedings involving matters associated with or incidental to its business, including, among other things, matters involving credit card fraud, trademarks and other intellectual property, licensing, taxation, and employee relations. The Company believes at present that the resolution of currently pending matters will not, individually or in aggregate, have a material adverse effect on its financial statements. However, the Company’s assessment of any current litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact that are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.
In the normal course of business, the Company may enter into certain guarantees or other agreements that provide general indemnifications. The Company has not made any significant indemnification payments under such agreements in the past and does not currently anticipate incurring any material indemnification payments.
Consultant Agreement
The Company has a 5% profit share agreement with an unrelated third-party consultant. As part of this agreement, upon sale of the Company the consultant is also entitled to a payout based on the Company’s cash flows and a reasonable market multiple, as defined by the agreement. As of the date the condensed financial statements, there were no agreements to sell the Company.
The consultant had previously filed a lawsuit against the Company regarding the definition of profit and amounts owed under the agreement. During 2024, the Company fully settled the consultant’s claim for $300,000, resolving all outstanding obligations under the agreement. As of March 31, 2025, and December 31, 2024, the profit-sharing agreement was terminated, and there are no further liabilities or commitments related to this matter.
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8. | RELATED PARTY TRANSACTIONS |
The Company reimbursed one of its members approximately $79,700 each period for selling, general, and administrative expenses made for the benefit of the Company for the three months ended March 31, 2025, and 2024.
As of March 31, 2025, and December 31, 2024, approximately $334,000 was due to a member and is included in accounts payable.
As of March 31, 2025, and December 31, 2024, the Company had a loan receivable of $1,045,315, which relates to funds loaned to VCV Digital to support its surety bond requirements. Specifically, BV Power Alpha LLC provided funds for a certificate of deposit (CD) in VCV Digital Solutions, LLC and to increase the letter of credit (LC) and surety bond. The loan is non-interest-bearing and is expected to be repaid based on contractual agreements between the parties. The Company considers the credit risk to be mitigated by the collateral value of the CD and the increased surety bond securing the loan. The Company evaluates the recoverability of loan receivables on an ongoing basis, considering factors such as the financial condition of the borrower and collateral value. As of March 31, 2025, and December 31, 2024, no allowance for credit losses has been recorded, as management believes the loan is fully recoverable.
Additionally, as of March 31, 2025, and December 31, 2024, the Company had a loan payable to a related party totaling $18,750. This transaction occurred during the year 2024.
As of March 31, 2025, the Company had receivables from related parties totaling $1,049,990, arising from operational activities. These amounts are expected to be settled in the normal course of business. These related party receivables include $45,200 due from Atlas Cloud AI LLC, $39,858 due from Tiger AIDC LLC, $695,900 due from Tiger Cloud LLC, and $269,033 due from VCV Digital Solutions.
In addition, the Company had payables to related parties totaling $494,200 as of March 31, 2025, also arising from operational activities and expected to be settled in the normal course of business. These payables consisted of $241 due to Tiger AIDC LLC, $79,505 due to Tiger AIDC SC1 LLC, and $414,454 due to Tiger Cloud LLC.
As of December 31, 2024, the Company had receivables from related parties totaling $370,405, arising from operational activities. These amounts are expected to be settled in the normal course of business. These related party receivables include $35,500 due from Atlas Cloud AI LLC, $39,558 due from Tiger AIDC LLC, $26,315 due from Tiger Cloud LLC, and $269,033 due from VCV Digital Solutions.
These balances reflect transactions related to the Company’s ongoing business operations and financial arrangements with related entities.
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9. | SUBSEQUENT EVENTS |
The Company has evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based upon this review, except for as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
In May 2025, VCV, a related party, entered into a purchase agreement to acquire 100% of the equity interest in Blue Ridge Digital Mining, LLC, making it a wholly-owned subsidiary. Concurrently, Blue Ridge sold the Antbox containers to BV Power for the agreed consideration. The purchase consideration is $2,332,000, payable in equal monthly installments of $97,167 from August 1, 2025, through August 1, 2027. The Company is in the process of determining the fair value of the assets and liabilities acquired. The financial impact of this acquisition will be reflected in the Company’s consolidated financial statements for the period ending after the acquisition date.
In April 2025, the Company entered into a Letter of Intent (LOI) with Signing Day Sports, Inc. (“SDS”) outlining the terms and conditions of a proposed transaction in which BV Power would sell certain assets to SDS. This proposed transaction, subject to mutual agreement and the completion of a satisfactory due diligence review, is expected to close in the second half of 2025.
As outlined in the LOI, the transaction will involve the merger of BV Power into a newly formed subsidiary of SDS, and SDS will become a publicly traded company. The parties are currently working through the due diligence process, and the transaction is expected to be subject to the approval of both companies’ boards of directors and their respective shareholders. Management has determined that the execution of the LOI and the anticipated transaction do not require any adjustments to the financial statements as of the date of the issuance of these financial statements. The final financial impact of the transaction will be reflected in future periods, upon completion and closing of the transaction.
Subsequent to the balance sheet date, on May 19, 2025, the Company legally changed its name from BV Power Alpha LLC to One Blockchain LLC. This event is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows.
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