BUSINESS COMBINATIONS (Tables)
|
6 Months Ended |
Jun. 30, 2026 |
|---|
| Business Combination [Line Items] |
|
| SCHEDULE OF GOODWILL |
The changes in the carrying amount of goodwill
for the six months ended June 30, 2026, are as follows (in thousands):
SCHEDULE
OF CARRYING AMOUNT OF GOODWILL
| | |
Media & Information Services | | |
Asset Management | | |
Total | |
| Goodwill, as of December 31, 2025 | |
$ | - | | |
$ | - | | |
$ | - | |
| Goodwill acquired during the period (Note 3) | |
| 70,800 | | |
| 22,706 | | |
| 93,506 | |
| Measurement period adjustments (Note 3) | |
| 20,776 | | |
| 7,285 | | |
| 28,061 | |
| Goodwill impairment | |
| (80,595 | ) | |
| (24,581 | ) | |
| (105,176 | ) |
| Goodwill, as of June 30, 2026 | |
$ | 10,981 | | |
$ | 5,410 | | |
$ | 16,391 | |
|
| SCHEDULE OF SUPPLEMENTAL PROFORMA INFORMATION |
SCHEDULE
OF SUPPLEMENTAL PROFORMA INFORMATION
| | |
2026 | | |
2025 | |
| | |
Six Months Ended June 30, | |
| | |
2026 | | |
2025 | |
| Revenue | |
$ | 39,402 | | |
$ | 56,844 | |
| Net income (loss) | |
$ | (263,471 | ) | |
$ | 16,925 | |
|
| BTC Inc [Member] |
|
| Business Combination [Line Items] |
|
| SCHEDULE OF GOODWILL |
The components of consideration used to measure
goodwill are as follows (in thousands):
SCHEDULE
OF GOODWILL
| | |
Fair Value | |
| Fair value of common stock including Letter of Transmittal Shares and BTC Holdback Shares (6,497,156 shares at $9.928 per share) | |
$ | 64,504 | |
| Fair value of pre-combination BTC Stock Options assumed | |
| 19,008 | |
| Allocated portion of the acquisition date fair value of our previously held call option (see “Previously Held Call Option” below) | |
| 45,088 | |
| Total fair value used to measure goodwill | |
$ | 128,600 | |
|
| SCHEDULE OF ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES |
SCHEDULE
OF ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES
| | |
Preliminary Fair Value | |
| Cash and cash equivalents | |
$ | 8,636 | |
| Prepaid expenses | |
| 7,431 | |
| Other current assets | |
| 5,104 | |
| Digital assets | |
| 86 | |
| Investments | |
| 450 | |
| Intangible assets | |
| 67,302 | |
| Other non-current assets | |
| 47 | |
| Total assets acquired (excluding goodwill) | |
| 89,056 | |
| | |
| | |
| Accounts payable and accrued expenses | |
| (14,946 | ) |
| Contract liabilities current | |
| (19,180 | ) |
| Deferred tax liabilities | |
| (16,489 | ) |
| Contract liabilities non-current | |
| (1,417 | ) |
| Net identifiable assets acquired | |
| 37,024 | |
| Goodwill | |
| 91,576 | |
| Total fair value used to measure goodwill | |
$ | 128,600 | |
|
| SCHEDULE OF PRELIMINARY FAIR VALUES INTANGIBLE ASSETS ACQUIRED |
The preliminary fair values and weighted-average
useful lives of identifiable intangible assets acquired are as follows (in thousands):
SCHEDULE
OF PRELIMINARY FAIR VALUES INTANGIBLE ASSETS ACQUIRED
| | |
Preliminary Fair Value | | |
Weighted-Average Useful Life |
| Trade names | |
$ | 66,441 | | |
10 years |
| Customer relationships | |
| 861 | | |
8 years |
| Total | |
$ | 67,302 | | |
|
|
| SCHEDULE OF CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS |
The amounts of revenue and pre-tax net loss of
BTC Inc, included in our condensed consolidated statement of comprehensive loss from the Closing
Date for the three and six months ended June 30, 2026, were as follows (in thousands):
SCHEDULE
OF CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
| | |
Three Months Ended
June 30, 2026 | | |
Six Months Ended
June 30, 2026 | |
| Revenue (1) | |
$ | 25,142 | | |
$ | 25,975 | |
| Pre-tax net loss (1) (2) | |
$ | (75,551 | ) | |
$ | (78,311 | ) |
| (1) | Includes $0.4 million of intercompany
revenue that is eliminated on a consolidated Nakamoto basis. |
| (2) | Pre-tax net loss includes an $80.6 million goodwill impairment charge (see Note 6 — Intangible Assets
and Goodwill). |
|
| UTXO Management GP LLC [Member] |
|
| Business Combination [Line Items] |
|
| SCHEDULE OF GOODWILL |
The components of consideration used to measure
goodwill are as follows (in thousands):
SCHEDULE
OF GOODWILL
| | |
Fair Value | |
| Fair value of UTXO Consideration (662,047 shares at $9.928 per share) | |
$ | 6,573 | |
| Allocated portion of the acquisition date fair value of our previously held call option (see “Previously Held Call Option” above) | |
| 46,227 | |
| Total fair value used to measure goodwill | |
$ | 52,800 | |
|
| SCHEDULE OF ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES |
SCHEDULE
OF ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES
| | |
Preliminary Fair Value | |
| Cash and cash equivalents | |
$ | 38 | |
| Prepaid expenses | |
| 53 | |
| Other current assets | |
| 685 | |
| Investments | |
| 12 | |
| Intangible assets | |
| 30,342 | |
| Total assets acquired (excluding goodwill) | |
| 31,130 | |
| | |
| | |
| Accounts payable and other current liabilities | |
| (887 | ) |
| Deferred tax liabilities | |
| (7,434 | ) |
| Net identifiable assets acquired | |
| 22,809 | |
| Goodwill | |
| 29,991 | |
| Total fair value used to measure goodwill | |
$ | 52,800 | |
|
| SCHEDULE OF PRELIMINARY FAIR VALUES INTANGIBLE ASSETS ACQUIRED |
The preliminary fair values and weighted-average
useful lives of identifiable intangible assets acquired are as follows (in thousands):
SCHEDULE
OF PRELIMINARY FAIR VALUES INTANGIBLE ASSETS ACQUIRED
| | |
Preliminary Fair Value | | |
Weighted-Average Useful Life |
| Trade names | |
$ | 1,588 | | |
10 years |
| Management contracts | |
| 28,754 | | |
10 years |
| Total | |
$ | 30,342 | | |
|
|
| SCHEDULE OF CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS |
The
amounts of revenue and pre-tax net loss of UTXO, included in our condensed consolidated
statement of comprehensive loss from the Closing Date for the three and six months ended June 30, 2026, were as follows (in
thousands):
SCHEDULE
OF CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
| | |
Three Months Ended
June 30, 2026 | | |
Six Months Ended
June 30, 2026 | |
| Revenue | |
$ | 466 | | |
$ | 675 | |
| Pre-tax net loss (1) (2) | |
$ | (25,628 | ) | |
$ | (26,081 | ) |
| (1) | Includes $0.1 million of intercompany
operating expense that is eliminated on a consolidated Nakamoto basis. |
| (2) | Pre-tax net loss includes a $24.6 million goodwill impairment
charge (see Note 6 — Intangible Assets and Goodwill). |
|