v3.26.1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and presented in U.S. dollars under the accrual basis of accounting.

 

The Company’s condensed financial statements are prepared in accordance with the U.S. Securities and Exchange Commission’s (“SEC”) rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These condensed financial statements should be read in conjunction with the Company’s annual financial statements as of and for the year ended December 31, 2025 included in the Company’s final prospectus dated May 14, 2026, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on May 18, 2026.

 

In the opinion of management, the accompanying interim condensed financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of March 31, 2026, and its results of operations and cash flows for the three months ended March 31, 2026 and 2025. Operating results for the three months ended March 31, 2026 and 2025, are not necessarily indicative of the results that may be expected for the years ending December 31, 2026 and 2025.

 

Use of Estimates

Use of Estimates

 

The preparation of condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting the amounts reported and disclosed in the accompanying condensed financial statements and related footnotes, including fair value measurement of stock-based compensation, capitalized software costs including useful lives, impairment, and recoverability, and realizability of deferred tax assets. Actual results could differ from those estimates.

 

Due to the early stage of the Company’s operations and the rapidly evolving nature of its industry, it is at least reasonably possible that estimates made in preparing these condensed financial statements could change in the near term as new events occur, additional information becomes available or the Company’s operating environment changes. Such changes in estimates could be material to these condensed financial statements.

 

 

Revenue Recognition

Revenue Recognition

 

Under Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, the Company recognizes revenue when control of the promised services is transferred to customers, in an amount that reflects the consideration expected in exchange for those services. Revenue is derived from SaaS subscriptions with fixed monthly billing terms, plus usage fees when customers exceed usage tiers.

 

Substantially all of the Company’s revenue is derived from subscription arrangements that provide customers with access to the Company’s cloud-based platform on a stand-ready basis over the contract term, which is typically one month. The Company’s performance obligation is satisfied over time as the customer simultaneously receives and consumes the benefits provided by the Company’s services.

 

The Company’s contracts generally renew automatically on a monthly basis and are cancellable by the customer with minimal notice. Consideration is typically billed in advance on a monthly basis based on the contracted subscription plan, with additional usage-based consideration billed monthly in arrears when customers exceed their contracted usage tiers. For the majority of the Company’s customers, amounts billed are collected immediately via credit card through a third-party payment processor. Starting in 2025, select customers were extended payment terms of 30 days. The Company has concluded that its contracts do not contain a significant financing component because the period between transfer of services and customer payment is generally one year or less.

 

The Company allocates the transaction price to the single performance obligation in the contract, which is access to the hosted platform, and recognizes revenue on a straight-line basis over the monthly service period. Variable consideration related to usage fees is recognized in the distinct monthly contract period the usage fees are incurred and the services are transferred utilizing the variable consideration allocation exception. Due to the timing of billing and use of the variable consideration allocation exception, variable consideration is not constrained.

 

Substantially all revenue is derived from a single revenue stream consisting of subscription and related usage-based fees from the Company’s cloud-based platform. Management, therefore, believes that the level of disaggregation presented in the condensed statements of operations appropriately depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

 

Cost of Revenue

Cost of Revenue

 

Cost of revenue consists primarily of software and related technology expenses incurred to operate, maintain, and support the Company’s software platform that is delivered to customers. These costs generally include third-party software licenses, hosting and cloud infrastructure fees, data and network services, and other technology costs directly associated with providing access to the Company’s platform.

 

Cost of revenue excludes expenses that are subject to capitalization, including internal and external costs incurred to develop or significantly enhance the underlying software platform or other capitalizable technology assets. Such capitalizable costs are recorded as capitalized software costs and are amortized to expense over their estimated useful lives, which is presented separately as a component of operating expenses on the condensed statements of operations. Cost of revenue also excludes general and administrative expenses, sales and marketing expenses, and other overhead costs that are not directly attributable to delivering the Company’s software platform to customers.

 

Effect of Stock Splits

Effect of Stock Splits

 

On August 31, 2025, the Company effected a 2-for-1 stock split (the “August 2025 Stock Split”) of its common stock and preferred stock. In addition, in connection with the Company’s initial public offering (“IPO”) which closed on May 18, 2026, the Company effected a 3.57-for-1 stock split (the “May 2026 Stock Split”) of the Company’s common stock on May 14, 2026, the effective date of the registration statement used in connection with the IPO.

 

No fractional shares were issued in connection with the stock splits. In lieu of fractional shares, any person who would otherwise be entitled to a fractional share of preferred or common stock as a result of the stock splits instead received a number of shares rounded up to the nearest whole share. Proportional adjustments were made to the number of shares of common stock issuable upon exercise or conversion of the Company’s outstanding equity awards and warrants, as well as the applicable exercise price, except in cases where the applicable agreement provides otherwise. All share and per share amounts in the accompanying condensed financial statements have been retroactively adjusted to reflect the August 2025 Stock Split and the May 2026 Stock Split for all periods presented.

 

 

Contract Balances

Contract Balances

 

Contract Liabilities (Deferred Revenue)

 

The Company records deferred revenue for amounts billed but not yet earned. Amounts are typically earned in the following month due to the Company’s monthly contract terms and billing practices.

 

The table below presents a roll forward of contract liabilities (deferred revenue) for the three months ended March 31, 2026 and 2025. All revenue associated with deferred revenue as of March 31, 2026 is expected to be recognized within one year and is therefore classified as current liability on the accompanying condensed balance sheet.

 

   2026   2025 
Beginning balance  $29,440   $1,730 
Revenue recognized   (184,324)   (34,275)
Billings   183,426    41,599 
Ending balance  $28,542   $9,054 

 

Contract Assets

 

The Company’s contract assets consist entirely of unbilled usage fees that arise when customers exceed their contracted usage tiers during the month but have not yet been invoiced. Such amounts are billed to customers in the month following the period in which the usage is incurred and are classified within current assets on the accompanying condensed balance sheets. As of March 31, 2026 and December 31, 2025, the contract asset balance was $23,073 and $11,990, respectively, representing usage fees earned but not yet invoiced as of those dates. As of March 31, 2025 and December 31, 2024, the Company did not have any contract assets from usage fees earned but not yet invoiced.

 

Accounts Receivable

Accounts Receivable

 

Accounts receivable is recorded at the invoiced amount and represents uncollateralized amounts due from customers under customary trade credit terms. The Company receives payments from customers through a third-party payment processor and as a result records a receivable balance within accounts receivable from the third-party payment processor. As of March 31, 2026 and December 31, 2025, the Company’s accounts receivable balance included $17,942 and $4,508, respectively, due from the third-party payment processor. At March 31, 2026 and December 31, 2025, the accounts receivable balance also consisted of amounts owed by a limited number of customers under 30 day payment terms. At March 31, 2026 and December 31, 2025, the accounts receivable balance was $76,038 and $101,667, respectively. At March 31, 2025 and December 31, 2024, the accounts receivable balance was $3,211 and $19,840, respectively.

 

Allowance for Credit Losses

Allowance for Credit Losses

 

The carrying amount of accounts receivable and contract assets are recorded net of an allowance for credit losses, if any. The Company estimates expected credit losses on its accounts receivable and contract assets using the current expected credit loss model based on factors such as historical loss experience, the aging of receivables, the credit quality of its customers, current economic conditions and other applicable factors. In addition, the Company assumes that current conditions as of the balance sheet date will not change over the remaining life of the asset. Balances are written off when management determines that collection is not probable. Recoveries of amounts previously written off are recorded when received.

 

The Company did not record an allowance for credit losses for accounts receivable or contract assets as of March 31, 2026 or December 31, 2025 because expected credit losses were not material based on the Company’s limited loss history and the credit quality of its customers. In addition, no credit loss expense or recoveries income was recognized during the three months ended March 31, 2026 and 2025.

 

 

Concentrations of Credit Risk

Concentrations of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, bitcoin, and accounts receivable.

 

Cash is maintained with high quality financial institutions and, at times, such balances may exceed federally insured limits. The Company has not experienced any losses on such accounts, and management believes the Company is not exposed to significant credit risk on its cash balances. As of March 31, 2026 and December 31, 2025, balances held as Cash at these financial institutions were $1,358,556 and $2,317,761 respectively.

 

As of March 31, 2026 and December 31, 2025, the majority of the Company’s bitcoin holdings were held by a third party custodian. The holdings are not insured by the Federal Deposit Insurance Company (FDIC) or protected by the Securities Investor Protection Corporation (SIPC). The concentration of bitcoin holdings limits the risk mitigation that could be achieved if the Company were to purchase a more diversified portfolio of investments. The Company’s strategy of acquiring and holding bitcoin creates exposure to counterparty risks with respect to the custody of its bitcoin, cybersecurity risks, and other risks inherent to holding a digital asset. The Company is relying on the custodian’s internal controls and compliance with SOC 2 Type 2 standards. A disruption in the operations or a breach of security at the custodian could have a material adverse effect on the Company’s financial position. Additionally, the price of bitcoin has historically experienced significant price volatility, and a significant decline in the fair value of bitcoin would adversely affect the Company’s financial condition and results of operations.

 

At March 31, 2026, concentration of credit risk with respect to accounts receivable was primarily from two larger customers accounting for 64% of the balance. No other customer balance was over 10% of the total accounts receivable balance. At December 31, 2025, concentration of credit risk with respect to accounts receivable was primarily from one large customer accounting for 65% of the balance. No other customer balance was over 10% of the total accounts receivable balance.

 

At March 31, 2026, concentration of credit risk with respect to the unbilled usage contract assets was from one customer accounting for 77% of the unbilled usage contract asset. No other customer was over 10% of the unbilled usage balance. At December 31, 2025, concentration of credit risk with respect to the unbilled usage contract assets was from one customer accounting for 73% of the unbilled usage contract asset. No other customer was over 10% of the unbilled usage balance.

 

The Company also has concentration risk related to its revenues. For the three months ended March 31, 2026, two customers accounted for approximately 43% of revenue, with one customer representing approximately 33% of revenue while the other represents approximately 10% of revenue. For the three months ended March 31, 2025, one customer accounted for approximately 20% of revenue. While the Company continues to pursue diversification of its customer base, the loss of, or significant reduction in business from, either of these major customers could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows.

 

Advertising Costs

Advertising Costs

 

Advertising costs are expensed as incurred and are included in sales and marketing expense in the condensed statements of operations. Advertising expenses were $81,936 and $37,843 for the three months ended March 31, 2026 and 2025, respectively.

 

Long-Lived Assets and Impairment

Long-Lived Assets and Impairment

 

The Company evaluates long-lived assets, which consist primarily of capitalized software costs, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Indicators of impairment may include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or its physical condition, a significant adverse change in legal factors or in the business climate, or current period operating or cash flow losses combined with a history of such losses or projections of continuing losses.

 

Recoverability of long-lived assets is assessed by comparing the carrying amount of the asset group to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If the carrying amount exceeds the undiscounted cash flows, an impairment loss is recognized in an amount equal to the excess of the carrying amount over the asset’s fair value. Fair value is generally determined using discounted cash flow models or other valuation techniques.

 

 

Based on operating losses and negative cash flows from operations as of March 31, 2026 and December 31, 2025, management evaluated the carrying amount of the capitalized software costs for impairment and determined that none was necessary based on the following factors:

 

(1) Continued usage and development of the Company’s single software platform.

 

(2) Increased revenues experienced in 2025 and to date in 2026 as well as additional increases expected in future periods based on executed customer contracts and forecasted sales.

 

As such, the Company did not recognize any impairment charges on long-lived assets for the three months ended March 31, 2026 or 2025.

 

Bitcoin and Digital Assets

Bitcoin and Digital Assets

 

The Company holds bitcoin as part of its treasury strategy. Bitcoin is accounted for as a digital asset and is presented separately within long-term assets on the accompanying condensed balance sheets. The Company measures its bitcoin holdings at fair value on a recurring basis using quoted prices in active markets (Level 1 within the fair value hierarchy). See Note 4 for more information. Changes in the fair value of bitcoin, including both realized gains and losses on sale and unrealized gains and losses arising from remeasurement, are recorded in other income (expense) in the condensed statements of operations. Transaction costs incurred to acquire bitcoin are expensed as incurred. The Company does not hold digital assets on behalf of customers.

 

The Company uses the First-in, First-out (FIFO) method as its standard cost basis method for its bitcoin for accounting and reporting purposes. Under the FIFO method, the earliest bitcoin acquired are treated as the first ones sold or used, so the oldest cost layers are utilized first when calculating cost basis and gains and losses resulting from the sale or disposal of bitcoin assets.

 

Income Taxes

Income Taxes

 

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting bases and the tax bases of assets and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

A valuation allowance is established if it is more likely than not that some or all of the deferred tax assets will not be realized. In making this assessment, the Company evaluates all available positive and negative evidence, including historical operating results, forecasts of future taxable income, reversal of existing temporary differences, and tax planning strategies. The Company has incurred net operating losses since inception and has recorded a full valuation allowance against its deferred tax assets.

 

The Company recognizes the effect of an income tax position only if it is more likely than not that the position will be sustained upon examination based on the technical merits of the position. Unrecognized tax benefits, if any, are recorded as a liability and adjusted in the period in which new information becomes available. Interest and penalties related to uncertain tax positions, if any, are recognized as a component of income tax expense in the condensed statements of operations.

 

The Company’s income tax returns remain subject to examination by tax authorities for all periods since inception. The Company had no income taxes paid during the three months ended March 31, 2026. Additionally, the Company did not recognize any income tax expense during the three months ended March 31, 2026, due to the Company’s net losses incurred during the period. Further, as of March 31, 2026, the Company did not have any deferred tax assets or deferred tax liabilities due to its full valuation allowance.

 

The Company had no income taxes paid during the three months ended March 31, 2025. Additionally, the Company did not recognize any income tax expense during the three months ended March 31, 2025, due to the Company’s net losses incurred during the period. Further, as of December 31, 2025, the Company did not have any deferred tax assets or deferred tax liabilities due to its full valuation allowance.

 

 

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

 

In 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses, which requires public business entities to disaggregate specified expense captions (such as certain inventory-related costs and employee compensation) in the notes, using either a cost-incurred or expense-incurred basis, to provide greater transparency into the components of operating expenses.

 

The amendments are effective for public business entities for annual periods beginning after December 15, 2026 (with interim period requirements beginning thereafter) and allows prospective or retrospective adoption with early adoption permitted. The Company has not early adopted ASU 2024-03 and is evaluating the impact of the guidance but does not expect adoption to have a material effect on its financial position or results of operations; however, the Company expects additional disaggregation disclosures of certain income statement expense captions in the notes to the financial statements.

 

In 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU modernizes the accounting for internal-use software costs to reflect the evolution of current software development practices, including the widespread use of incremental and iterative development approaches such as agile. Under previous guidance, internal-use software costs were capitalized based on prescribed, sequential “project stages” (preliminary, application development, and post-implementation). The new ASU eliminates all references to project stages and instead requires entities to begin capitalizing internal-use software costs only when (i) management has authorized and committed to funding the project and (ii) it is probable the project will be completed and the software will be used as intended (the “probable-to-complete” recognition threshold). The ASU also supersedes existing website development guidance in Subtopic 350-50 and incorporates applicable website-related recognition and cost guidance directly into Subtopic 350-40.

 

ASU 2025-06 is effective for public business entities beginning after December 15, 2027, with early adoption permitted. Entities may adopt the guidance on a prospective, modified retrospective, or full retrospective basis. The Company has not early adopted ASU 2025-06 and is evaluating the impact of the guidance but does not expect adoption to materially change the nature of costs eligible for capitalization or the point at which software is considered substantially complete and ready for its intended use.

 

The Company has evaluated other recently issued accounting pronouncements and does not expect any such standards to have a material impact on its financial position, results of operations, or cash flows.