Note 2 – Asset acquisition

On June 16, 2026, the Company completed a transaction with EMJ Crypto Technologies Inc., a corporation organized under the laws of Ontario, Canada (“EMJC”), pursuant to a Share Exchange and Asset Transfer Agreement, dated December 16, 2025, and amended on March 11, 2026 and June 17, 2026 (as amended, the “Transfer Agreement”), by and among the Company, EMJC, CCC Crypto Corp., a Delaware corporation (“CCC Crypto”), 1001440571 Ontario Inc., a corporation organized under the laws of Ontario, Canada and an indirect wholly-owned subsidiary of the Company (“ExchangeCo”), and the other parties thereto (the “Transaction”).

At the closing of the Transaction (the “Closing”), the Company acquired 100% of the issued and outstanding equity interests of each of EMJC and CCC Crypto, and a 100% direct and indirect ownership interest in all intellectual property rights (the “IP Asset”), consisting of the EMJX proprietary artificial intelligence treasury operating platform and associated intellectual property rights, including the underlying software, source code, algorithms, machine learning models, methodologies, trade secrets, know-how and related proprietary technology, as defined in the Transfer Agreement.

As consideration, the Company issued to EMJC and certain other parties to the Transaction an aggregate of (i) 4,718,937 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), (ii) 1,954,470 exchangeable shares of ExchangeCo (the “Exchangeable Shares”) which are exchangeable for shares of Common Stock on a one-for-one basis, and (iii) warrants (the “Pre-Funded Warrants”) to purchase 492,984 shares of Common Stock.

The shares of Common Stock issued at the Closing, and the shares of Common Stock issuable upon the exchange or exercise of the Exchangeable Shares and Pre-Funded Warrants issued at the Closing, have been registered under the Securities Act of 1933, as amended (the “Securities Act”) in a Registration Statement on Form S-4 declared effective by the SEC on May 7, 2026.

In connection with the Closing, the Company changed its name to “SRX Global Inc.” and entered into a services agreement with Eric M. Jackson, the founder of EMJX, pursuant to which Mr. Jackson provides services related to the operation of the EMJX platform and serves as President of EMJX and Head of Asset Management.

The Transaction was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations — Related Issues, under which the cost of the asset acquisition was allocated to the assets acquired and liabilities assumed based on their relative fair values as of the Closing date.

The Transaction involved the acquisition of assets from EMJC and CCC Crypto, which have been combined and treated as a single asset group (“EMJX”) for purposes of the purchase price allocation presented herein.

As a result, no goodwill was recognized, and the excess of the purchase price over the fair value of identifiable net assets acquired was allocated to the identifiable assets acquired on a relative fair value basis.

The fair value of the equity consideration transferred in the Transaction was $79.7 million. Additionally, the Company incurred direct acquisition-related transaction costs of $0.3 million, consisting primarily of legal, accounting and other professional fees, incurred in connection with the Closing and thus were capitalized as part of the cost of the assets acquired. Accordingly, the total purchase price for accounting purposes was $80.0 million

The following table presents the summary allocation of the $80.0 million purchase price to the net assets acquired as of the Closing date of June 16, 2026 (in thousands):

 Schedule of net assets acquisition

Refer to Note 9 – Intangible assets, for further discussion of the useful life, amortization method, and carrying value of the intellectual property – developed technology asset acquired in the Transaction.