v3.26.1
RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 14—RELATED PARTY TRANSACTIONS

 

As described in Note 3, the Company acquired Nakamoto Holdings during August of 2025. As part of the acquisition, the Company assumed a BTC Media Agreement, which included both a i) call option to acquire the outstanding shares of BTC Inc and ii) a corresponding put option allowing BTC Inc to sell all of their outstanding shares to Nakamoto based on a to be determined amount of issued Nakamoto common shares (i.e. “the call consideration amount”). The Company determined that BTC Inc should be considered a related party as David Bailey, Nakamoto’s Chief Executive Officer and Chairman of the Board and Tyler Evans, Nakamoto’s Chief Investment Officer, are also a director of the board and chief executive officer and chief investment officer of BTC Inc, respectively, and therefore have significant influence over that entity. To comply with the requirements of Rule 4-08(k) of Regulation S-X and ASC 850, the Company has presented both the put option liability and change in put option liability as related party amounts in its consolidated financial statements as of and for the year ended December 31, 2025.

 

During 2025, the Company incurred approximately $1,263,906 included in General and administrative expenses in the Consolidated Statements of Income with BTC Inc under a marketing and services agreement in which BTC Inc provides marketing and other administrative support. As of December 31, 2025, $570,152 was owed to BTC Inc.