NOTE 16—SUBSEQUENT EVENTS

Acquisitions of BTC Inc and UTXO Management GP, LLC

On February 16, 2026, the Company entered into (i) an Agreement and Plan of Merger (the “BTC Merger Agreement”) with BTC Inc., a Delaware corporation, and (ii) an Agreement and Plan of Merger (the “UTXO Merger Agreement”) with UTXO Management GP, LLC, a Tennessee limited liability company (“UTXO”). On February 20, 2026, the Company completed both mergers (together, the “Mergers”).

BTC Inc Merger. Pursuant to the BTC Merger Agreement, BTC Inc became a wholly-owned subsidiary of the Company. At closing, all outstanding shares of BTC Inc common stock and preferred stock were converted into the right to receive an aggregate of 259,886,237 shares of the Company’s Common Stock. Additionally, the Company reserved 78,427,012 shares of Common Stock for issuance in connection with fully-vested BTC Inc stock options assumed by the Company, which were accelerated and converted at an exchange ratio of 137 shares of Common Stock per share of BTC Inc common stock, with exercise prices adjusted proportionally to preserve the economic value of each option. Of the shares issued as BTC Inc. merger consideration, 24,835,418 shares were withheld as holdback shares to support post-closing purchase price adjustments and indemnification obligations. Based on the closing price of the Company’s Common Stock of $0.248 on February 19, 2026, the aggregate value of the BTC Inc merger consideration, net of aggregate option exercise prices, was approximately $75.1 million.

UTXO Merger. Pursuant to the UTXO Merger Agreement, UTXO became a wholly-owned subsidiary of the Company. At closing, all outstanding equity interests of UTXO were converted into the right to receive an aggregate of 26,481,860 shares of the Company’s Common Stock, of which 2,648,186 shares were withheld as holdback shares to support post-closing purchase price adjustments and indemnification obligations. Based on the closing price of the Company’s Common Stock of $0.248 on February 19, 2026, the aggregate value of the UTXO merger consideration was approximately $6.6 million.

The Company is in the process of completing its preliminary purchase price allocation for both acquisitions. As the Mergers closed subsequent to the balance sheet date, the initial accounting for these business combinations, including the fair value of assets acquired and liabilities assumed, had not been finalized as of the date these financial statements were issued.

Sale of Metaplanet Stock

In Q1 2026, the Company sold 5,000,000 shares of its Metaplanet stock for approximately $11.1 million.

Sale of Bitcoin

In March 2026, the Company sold approximately 284 Bitcoin for $20 million.