INVESTMENTS |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Investments, All Other Investments [Abstract] | |
| INVESTMENTS | NOTE 6—INVESTMENTS
Treasury B.V.
On September 4, 2025, Nakamoto Holdings, the Company’s wholly-owned subsidiary, made an investment in Treasury B.V., a private limited liability company under the laws of the Netherlands (the “Minority Investment”). In connection with the Minority Investment, Nakamoto Holdings entered into a Private Deed of Issuance by and among Treasury, Stichting Administratiekantoor Treasury, a foundation under the laws of the Netherlands (“Stichting”), and Nakamoto, pursuant to which Treasury agreed to issue to Stichting (the “Issuance”) ordinary shares of Treasury, par value € (the “Treasury Shares”), in exchange for €12,835,870.08 (approximately $15.0 million). In connection with the Minority Investment, Stichting issued depositary receipts, representing each of the Treasury Shares, to Nakamoto Holdings in exchange for a subscription price of approximately € (approximately $) per depositary receipt, for an aggregate of €12,835,870.08 (approximately $15.0 million) to be paid directly to Treasury by Nakamoto Holdings in USD Coin (USDC).
The Company owns approximately 31.9% of the outstanding equity interest in Stichting and approximately 27.6% of Treasury on a look-through basis. The Company concluded that it has significant influence over Treasury and accounts for its investment under the equity method in accordance with ASC 323. The Company records its proportionate share of Treasury’s net income or loss on a one-quarter lag.
As of December 31, 2025, the carrying amount of the investment is $14,982,929. For the year ended December 31, 2025, the Company recorded an unrealized loss on investment of $17,071 in Loss on investments in the consolidated statements of operations.
Metaplanet Inc.
On September 9, 2025, Nakamoto Holdings, a wholly-owned subsidiary of the Company, made a commitment to purchase up to $30 million of shares of common stock of Metaplanet Inc. (the “Metaplanet Stock”), a corporation organized under the laws of Japan, (TSE: 3350) (OTC: MTPLF) (“Metaplanet”), in connection with Metaplanet’s previously announced international equity financing (the “International Offering”).
Nakamoto Holdings paid a purchase price of $ per share for a total of shares of Metaplanet Stock. The International Offering closed on September 17, 2025. No separate share purchase agreement or subscription document was required to be signed by the Company in connection with its commitment.
Although both David Bailey, Nakamoto’s Chief Executive Officer and Chairman of the Board, and Tyler Evans, Nakamoto’s Chief Investment Officer, hold certain advisory and board positions with Metaplanet, management concluded that Nakamoto Holdings does not exercise significant influence over Metaplanet’s operating or financial policies. As such, the investment in Metaplanet is recognized at fair value in accordance with ASC 321.
As the Metaplanet Stock is publicly traded on the Tokyo Stock Exchange, the investment has a readily determinable fair value. Therefore, the investment is measured at fair value with changes in fair value recognized in net income. To that extent, the investment was initially recorded at its cost basis of $30,007,992 as of the investment date. As of December 31, 2025, the carrying amount of the investment is $20,714,391. For the year ended December 31, 2025, the Company recorded an unrealized loss on investment of $9,293,601, inclusive of a loss on foreign currency re-measurement of $1,709,104, in Loss on investments on the consolidated statements of operations. As of December 31, 2025, the Company owned shares of Metaplanet Stock. In Q1 2026, the Company sold shares of its Metaplanet stock for approximately $11.1 million.
Future AG
On October 29, 2025, Nakamoto Holdings entered into a convertible loan agreement (the “Convertible Loan”) with Future Holdings AG, a Swiss stock corporation, (“Future”), pursuant to which Nakamoto advanced 55.65 Bitcoin (approximately $5.7 million) to Future. The Convertible Loan bore zero interest and had a 12-month maturity date with mandatory conversion into registered shares of Future upon satisfaction of certain conditions.
The Convertible Loan represented an unsecured, unsubordinated obligation of Future ranking pari passu with all other unsecured and unsubordinated of obligations. Nakamoto did not have significant influence over Future operating or financial policies.
On December 24, 2025, the Convertible Loan was unwound and Nakamoto received $5,042,424 in full settlement. The Company recognized a loss on investment of $605,073 in Loss on investments in the consolidated statements of operations for the year ended December 31, 2025. As of December 31, 2025, the Company has no remaining investment in Future.
|