v3.26.1
Fair Value Measurement
6 Months Ended 12 Months Ended
Jun. 30, 2026
Dec. 31, 2025
Fair Value Disclosures [Abstract]    
Fair Value Measurement

Note 18. Fair Value Measurement

 

The Group measures the following assets and liabilities at fair value on a recurring basis:

 

The Group’s recurring fair value measurements include the following:

 

  Convertible notes – measured at fair value under the fair value option
     
  Warrant liability – measured at fair value

 

Fair value hierarchy

 

ASC Topic 820, Fair Value Measurement and Disclosures (“ASC Topic 820”) requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 established a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC Topic 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quote prices for similar assets or liabilities in active markets; quoted prices for identical assets in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

 

The table below shows the assigned level for each asset and liability held at fair value by the Group:

 

Fair value hierarchy   Level 1     Level 2     Level 3     Total  
As of June 30, 2026                                
Recurring fair value measurements                                
Convertible notes   $ -        -     20,059     $ 20,059  
Warrant liability     6,145,450       -       -        6,145,450  
As of December 31, 2025                                
Recurring fair value measurements                                
Convertible notes     -       -     129,017,286       129,017,286  
Warrant liability   890,000       -       -     890,000  

 

The Group elected the fair value option for its December 2025 convertible notes. The fair value of the convertible notes was determined using valuation techniques appropriate for the remaining outstanding instruments at the measurement date. The valuation incorporated significant unobservable inputs, including assumptions related to the remaining conversion features, market conditions, and other factors specific to the instruments. Because these inputs required significant management judgment, the convertible notes were classified within Level 3 of the fair value hierarchy. The following table presents the rollforward of the Level 3 convertible notes, including fair value adjustments recognized in earnings, contractual interest expense, conversions into common shares, and foreign currency translation effects during the period.

 

Level 3 December 2025 Convertible Notes 

For the Six Months Ended

June 30, 2026

 
Balance at January 1, 2026   129,017,286 
Fair value adjustments recognized in earnings   470,668,608 
Contractual interest expense recognized before conversion   

2,081,202

 
Conversions into common shares   (602,870,303)
Effect of currency translation   1,123,267 
Balance at June 30, 2026   20,059 

 

At June 30, 2026, the Company had outstanding Convertible Senior Notes measured at amortized cost using the effective interest method. The estimated fair value of the notes approximated their carrying amount as of June 30, 2026. The estimated fair value is classified within Level 2 of the fair value hierarchy because it is based on observable market inputs for similar debt instruments.

 

The warrant liability is classified within Level 1, as it is measured using quoted market prices in an active market.

 

There were no transfers between Levels 1, 2, or 3 during the quarter ended June 30, 2026 or year ended December 31, 2025.

 

Note 18. Fair Value Measurement

 

The Group measures the following assets and liabilities at fair value on a recurring basis:

 

The Group’s recurring fair value measurements include the following:

 

Intangible assets - indefinite-lived digital assets
Convertible notes - measured at fair value under the fair value option
 Warrant liability - measured at fair value

 

Fair value hierarchy

 

ASC Topic 820, Fair Value Measurement and Disclosures (“ASC Topic 820”) requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 established a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC Topic 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quote prices for similar assets or liabilities in active markets; quoted prices for identical assets in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The table below shows the assigned level for each asset and liability held at fair value by the Group:

 

Fair value hierarchy  Level 1   Level 2   Level 3   Total 
As of December 31, 2025                    
Recurring fair value measurements                    
Digital Assets   -    -    -    - 
Convertible notes   -    -   $

129,017,286

   $

129,017,286

 
Warrant liability  $

890,000

            $890,000
As of December 31, 2024                
Recurring fair value measurements                    
Digital assets  $721,664    -    -   $721,664 

 

The Group’s assets held at fair value comprise of indefinite lived cryptocurrency (digital assets) classified at level 1. See Note 9 for support.

 

The Group elected the fair value option for its convertible notes. The fair value of the convertible notes is determined using valuation techniques that include significant unobservable inputs, including assumptions related to expected volatility, discount rates, and the probability and timing of conversion. Accordingly, the convertible notes are classified within Level 3 of the fair value hierarchy.

 

The warrants are classified within Level 1 as they are valued using quoted market prices in an active market.

 

There were no transfers between Levels 1, 2, or 3 during the years ended December 31, 2025 and 2024.