v3.26.1
INVESTMENTS
3 Months Ended 12 Months Ended
Mar. 31, 2026
Dec. 31, 2025
Open World Ltd. [Member]    
INVESTMENTS

17. INVESTMENTS

 

Current Investments

 

In August 2025, the Company entered into a Strategic Advisory and Implementation Agreement with IP Strategy Holdings, Inc. (formerly Heritage Distilling Holding Company, Inc.) (“IPST”), pursuant to which the Company was entitled to 2,000,000 shares of IPST common stock and warrants to purchase 8,000,000 shares at an exercise price of $0.01 per share as consideration under the arrangement. The shares were fully vested upon issuance. The warrants have a five-year term and vest subject to time-based and market performance conditions.

 

In August 2025, the Company acquired 6,914,459 shares of IPST common stock for total consideration of $4,178,407. Share amounts presented have been adjusted to reflect IPST’s one-for-twenty reverse stock split completed on November 5, 2025.

 

During the three months ended March 31, 2026, the Company received an additional 100,000 shares of IPST common stock with a carrying value of $169,000 in settlement of a share receivable, and an additional 66,667 IPST warrants vested during the period.

 

The IPST common shares are measured at fair value using quoted market prices (Level 1), and the warrants are measured at fair value using an option pricing model with observable inputs (Level 2).

 

As of March 31, 2026, the carrying value of the Company’s IPST common shares and warrants was $201,949 (December 31, 2025: $1,124,927). During the three months ended March 31, 2026, the Company recognized a loss of $1,637,014 (three months ended March 31, 2025: $nil ) from changes in fair value.

The following table summarizes the Company’s IPST common shares and warrants as of March 31, 2026:

                    
Assets  Shares
receivable
   Warrants
receivable
   Investment in
IPST shares
   Total 
Beginning Balance ($)  $156,000   $429,599   $539,328   $1,124,927 
Additions   -    714,036    -    714,036 
Settlement of shares receivable   (169,000)   -    169,000    - 
Change in fair value   13,000    (1,059,357)   (590,657)  $(1,637,014)
Ending Balance ($)  $-   $84,278   $117,671   $201,949 
Ending Units (warrants and shares)   -    350,000    445,722    795,722 

 

Non-current Investments

 

As of March 31, 2026, the Company also held $100,000 (December 31, 2025: $100,000) in Simple Agreements for Future Equity (SAFEs) issued by two private companies. These non-current investments are accounted for under ASC 321, Investments—Equity Securities, using the measurement alternative, under which they are carried at cost, adjusted for (i) observable price changes in orderly transactions for identical or similar instruments of the same issuer and (ii) impairments. No observable price changes or impairments were identified during the period.

 

Although these investments are not measured at fair value on a recurring basis, the valuation of such instruments would rely on significant unobservable inputs and therefore would be considered Level 3 within the fair value hierarchy if a fair value measurement were required.

 

In connection with a SAFE entered into with an unrelated private entity, the Company also received a Token Warrant granting the right to acquire a specified number of tokens upon the occurrence of a future Token Generation Event (“TGE”).

 

The warrant represents a derivative instrument under ASC 815. As of March 31, 2026, management determined that the warrant’s fair value was $nil due to the lack of an active token market and the uncertainty surrounding the occurrence and timing of any TGE. Accordingly, no fair value change was recognized in earnings for the three months ended March 31, 2026, and 2025. The warrant is classified within Level 3 of the fair value hierarchy.

 

17. INVESTMENTS

 

Current Investments

 

On August 4, 2025, the Company entered into a Strategic Advisory and Implementation Agreement with Heritage Distilling Holding Company, Inc. (“IPST”), pursuant to which the Company was entitled to 2,000,000 shares of IPST common stock and warrants to purchase 8,000,000 shares at an exercise price of $0.01 per share as consideration under the arrangement. The shares were fully vested upon issuance. The warrants have a five-year term and vest subject to time-based and market performance conditions.

 

On August 11, 2025, the Company acquired 6,914,459 shares of IPST common stock for total consideration of $4,178,407. On November 5, 2025, IPST completed a one-for-twenty reverse stock split. All share amounts presented have been adjusted accordingly.

 

The IPST common shares are measured at fair value using quoted market prices (Level 1), and the warrants are measured at fair value using an option pricing model with observable inputs (Level 2).

 

As of December 31, 2025, the carrying value of the Company’s IPST common shares and warrants was $1,124,927. During the year ended December 31, 2025, the Company recognized a loss of $7,168,132 from changes in fair value.

 

The following table summarizes the Group’s IPST common shares and warrants as of December 31, 2025:

                    
Assets  Units  

Cost Basis

($)

  

Change in fair value

($)

  

Ending Balance

($)

 
Shares receivable   100,000    1,080,000    (924,000)   156,000 
Warrants receivable   400,000    3,034,651    (2,605,052)   429,599 
Investment   345,722    4,178,407    (3,639,080)   539,328 
Total   845,722    8,293,058    (7,168,132)   1,124,927 

Non-current Investments

 

As of December 31, 2025, the Group also held $100,000 (December 31, 2024: $100,000) in Simple Agreements for Future Equity (SAFEs) issued by two private companies. These non-current investments are accounted for under ASC Topic 321, Investments—Equity Securities, using the measurement alternative, under which they are carried at cost, adjusted for (i) observable price changes in orderly transactions for identical or similar instruments of the same issuer and (ii) impairments. No observable price changes or impairments were identified during the year.

 

Although these investments are not measured at fair value on a recurring basis, the valuation of such instruments would rely on significant unobservable inputs and therefore would be considered Level 3 within the fair value hierarchy if a fair value measurement were required.

In connection with a SAFE entered into with an unrelated private entity, the Company also received a Token Warrant granting the right to acquire a specified number of tokens upon the occurrence of a future Token Generation Event (“TGE”).

 

The warrant represents a derivative instrument under ASC Topic 815, Derivatives and Hedging. As of December 31, 2025, management determined that the warrant’s fair value was $Nil due to the lack of an active token market and the uncertainty surrounding the occurrence and timing of any TGE. Accordingly, no fair value change was recognized in earnings for the years ended December 31, 2025 and 2024. The warrant is classified within Level 3 of the fair value hierarchy.