v3.26.1
Fair Value Measurements
6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements

14. FAIR VALUE MEASUREMENTS

Financial assets and liabilities that are measured at fair value on a recurring basis are classified as Level 1, Level 2, and Level 3 as follows:

 

 

 

As of June 30, 2026

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Digital assets

 

$

15,860,313

 

 

$

15,860,313

 

 

$

-

 

 

$

-

 

Total assets

 

$

15,860,313

 

 

$

15,860,313

 

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Customer rewards liability

 

$

4,504,290

 

 

$

-

 

 

$

-

 

 

$

4,504,290

 

February 2026 Investor Note - embedded derivative

 

 

85,214

 

 

 

-

 

 

 

-

 

 

 

85,214

 

Total liabilities

 

$

4,589,504

 

 

$

-

 

 

$

-

 

 

$

4,589,504

 

 

 

 

As of December 31, 2025

 

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Digital assets

 

$

140,531,660

 

 

$

140,531,660

 

 

$

-

 

 

$

-

 

Total assets

 

$

140,531,660

 

 

$

140,531,660

 

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Customer rewards liability

 

$

6,872,869

 

 

$

-

 

 

$

-

 

 

$

6,872,869

 

March 2025 Investor Note

 

 

47,207,556

 

 

 

-

 

 

 

-

 

 

 

47,207,556

 

Total liabilities

 

$

54,080,425

 

 

$

-

 

 

$

-

 

 

$

54,080,425

 

 

The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivables, accounts payable and accrued liabilities, and deferred revenue approximate their fair values due to their short-term nature.

The fair value of our digital assets was determined using the Level 1 input of bitcoin prices in the market we determined to be the principal market as of June 30, 2026 and December 31, 2025.

Customer rewards liability

The customer rewards liability is classified as a Level 3 financial instrument within the fair value hierarchy primarily due to the reward forfeiture rate applied to the value of the bitcoin obligation, which is an unobservable input to the fair value measurement. The Company has determined the bitcoin price based on its value in the market we determined to be the principal market for the related digital asset as of June 30, 2026 and December 31, 2025, which is considered a Level 1 input. The forfeiture rate is then applied to reflect an estimated

breakage rate of rewards that have been forfeited based on the contractual terms and conditions of our Rewards Program and historical trends of forfeiture rates on a three-year trailing basis. The estimated forfeiture rate applied to our customer rewards liability for the periods ended June 30, 2026 and 2025 was 10%.

Convertible Note

In February 2026, the Company repaid the March 2025 Investor Note through the delivery of 500 bitcoin. Because the note was extinguished via a fixed delivery of bitcoin, the Company determined that the spot price of bitcoin on the repayment date represented the best estimate of fair value immediately prior to settlement. The resulting fair value adjustment, measured as the difference between the December 31, 2025 fair value and the settlement-date fair value, was recorded in the change in fair value of the convertible note within the condensed consolidated statements of operations.

 

The following table summarizes the changes in fair value associated with Level 3 convertible note financial instruments held at the beginning or end of the periods presented:

 

 

 

Convertible Note

 

Balance at January 1, 2025

 

$

-

 

Additions

 

 

46,279,500

 

Fair value adjustment - day one loss on issuance of debt

 

 

12,753,994

 

Fair value adjustment - change in fair value

 

 

(910,243

)

Balance at June 30, 2025

 

$

58,123,251

 

Fair value adjustment - change in fair value

 

 

(10,915,695

)

Balance at December 31, 2025

 

$

47,207,556

 

Fair value adjustment - change in fair value

 

 

(13,200,089

)

Settlement - delivery of 500 bitcoin

 

 

(34,007,467

)

Balance at June 30, 2026

 

$

-

 

Embedded Derivative

The fair value of the bifurcated derivative liability associated with the February 2026 Investor Note (refer to Note 9) was determined using a Monte Carlo simulation model, which requires the use of several inputs and significant assumptions, including the risk-free rate, bitcoin price volatility, the Company's enterprise value volatility, and the correlation between bitcoin returns and the Company's enterprise value returns.

 

Fair value measurements associated with the bifurcated derivative were determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. Increases and decreases in the fair value of the derivative can result from updates to assumptions such as the price of bitcoin, the probability and timing of the mandatory prepayment triggers being exercised, or changes in the risk-free rate, among other assumptions.