RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 12 — RELATED PARTY TRANSACTIONS
As described in Note 3 — Business Combinations, we acquired BTC Inc and UTXO during February 2026. BTC Inc and UTXO were considered related parties of Nakamoto as David Bailey, our Chief Executive Officer and Chairman of the Board of Directors and Tyler Evans, our Chief Investment Officer and a member of our Board of Directors, each had significant influence over BTC Inc and UTXO through their prior ownership of and leadership positions within BTC Inc and UTXO. In connection with the review and approval of the BTC Inc and UTXO acquisitions, our Board of Directors formed a special committee comprised only of independent and disinterested directors of our Board.
As discussed further in Note 2 — Summary of Significant Accounting Policies, we earn management and performance fees from management services provided to both 210k Capital and Bitcoin Ecosystem funds. During the three and six months ended June 30, 2026, we earned management fees from both Funds totaling $0.4 million and $0.6 million, respectively. During the six months ended June 30, 2026, we have received total payments of management fees of $0.6 million from both Funds and shares of Metaplanet with a fair value of $0.7 million from 210k Capital relating to pre-UTXO Acquisition redemption. As of June 30, 2026, we have an investment in the 210k Capital fund of $5.2 million and an investment in the Bitcoin Ecosystem fund of $0.2 million. We have receivables totaling $0.3 million from funds that we manage.
In the six months ended June 30, 2026, we received approximately $0.9 million from Metaplanet for event sponsorship and Bitcoin for Corporations membership. We also received $0.4 million from Treasury B.V. in the six months ended June 30, 2026, for fees to terminate certain contractual agreements. In the three and six months ended June 30, 2026, we recorded approximately $1.1 million of revenue related to Metaplanet event sponsorship and Treasury B.V. fees to terminate contractual agreements. In the three months ended June 30, 2026, we entered into an agreement with Metaplanet for BTC Inc to provide future event production services.
During the six months ended June 30, 2026, we incurred approximately $0.1 million included in General and administrative expenses in the condensed consolidated statements of comprehensive loss with BTC Inc under a marketing and services agreement in which BTC Inc provided marketing and other administrative support prior to the BTC Merger. We paid BTC Inc $0.6 million prior to the BTC Merger for prior marketing and other administrative support.
During the six months ended June 30, 2026, we paid David Bailey approximately $1.4 million to pay down liabilities associated with pre-BTC Merger distributions declared and $0.1 million relating to funding provided to UTXO prior to the UTXO Acquisition. During the same period, we paid Tyler Evans approximately $0.2 million to pay down liabilities associated with pre-BTC Merger distributions declared, $0.1 million relating to funding provided to UTXO prior to the UTXO Acquisition and distributed shares of Metaplanet with a fair value of $0.7 million relating to a pre-UTXO Acquisition distribution liability.
During the six months ended June 30, 2026, we paid approximately $2.7 million in total to Calli Bailey and Charles Bailey to pay down liabilities associated with pre-BTC Merger distributions declared. During the same period, we paid approximately $0.3 million to the BTC Merger Stockholder Representative, Calli Bailey. The funds paid to the BTC Merger Stockholder Representative are to be used for any expenses the Stockholder Representative incurs, and any remaining funds are then distributed to the prior BTC Inc shareholders.
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