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Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS
11. RELATED PARTY TRANSACTIONS

 

The Company reimburses one of its related parties, Tiger Cloud LLC for management fees and administrative expenses, which includes payroll, incurred on behalf of the Company. Total fees under this arrangement were approximately $540,000 and $865,000 for the three and six months ended June 30, 2026, respectively and approximately $79,000 and $159,000 for the three and six months ended June 30, 2025, respectively.

 

As of June 30, 2026 and December 31, 2025, the Company had a loan receivable of $1,083,460 which relates to funds loaned to VCV Digital Infrastructure Holdings LLC to support its surety bond requirements. Specifically, One Blockchain provided funds for a certificate of deposit (“CD”) in VCV Digital Solutions and to increase the LOC and surety bond. The loan is non-interest-bearing and is expected to be repaid based on contractual agreements between the parties. The Company considers the credit risk to be mitigated by the collateral value of the CD and the increased surety bond securing the loan. The Company evaluates the recoverability of loan receivables on an ongoing basis, considering factors such as the financial condition of the borrower and collateral value. VCV Digital Infrastructure Holdings LLC (“VCV DIH”) is under common ownership with the Company and is therefore a related party. VCV DIH maintains a surety bond supporting an Energy Services Agreement with the Company’s wholly owned subsidiary, One Blockchain, for the One Blockchain data center. Blue Ridge Digital Mining LLC, a subsidiary of VCV DIH, holds the hosting contract with Bitmain, the tenant at that facility. The Company is in the process of reassigning the letter of credit from VCV DIH to the Company and expects the reassignment to be completed in the third quarter of 2026. The assignment was approved by the Audit Committee. As of June 30, 2026 and December 31, 2025, no allowance for credit losses has been recorded, as management believes the loan is fully recoverable.

 

As of June 30, 2026 and December 31, 2025, the Company had amounts due from related parties, net totaling approximately $1,698,329 and $2,144,506, respectively, arising from operational activities. These amounts are expected to be settled in the normal course of business. As of June 30, 2026 related party receivables include approximately $1,702,329 due from Tiger Cloud LLC partially offset by approximately $4,000 due to VCV Digital Solutions. As of December 31, 2025, related party receivables include approximately $1,640,171 due from Tiger Cloud LLC and approximately $504,335 due from VCV Digital Solutions. These balances reflect transactions related to the Company’s ongoing business operations and financial arrangements with related entities.

 

During the three months ended June 30, 2026, the Company paid discretionary cash bonuses totaling $350,000 to executive officers. These amounts consisted of a $250,000 bonus paid to the Company’s Chief Executive Officer, Jerry Tang, and a $100,000 bonus paid to the Company’s Chief Financial Officer, Jolienne Halisky. These bonuses were approved by the Company’s Compensation Committee and were recorded within selling, general and administrative expenses in the condensed consolidated statements of operations. As of June 30, 2026, no amounts related to these bonuses remained unpaid.

 

Minnesota Development Site

 

The Company is evaluating the development of an approximately 75 MW AI-focused data center campus in, Minnesota intended to support AI hosting and high-performance computing workloads under long-term hosting and capacity arrangements. As previously disclosed, the land associated with this planned Minnesota site is owned by a related entity and development of the project remains subject to the negotiation and execution of definitive agreements.

 

In connection with its evaluation of the project, the Company entered into a non-binding letter of intent with the related entity that owns the site. VCV Minnesota is owned by Tiger Cloud LLC (“Tiger Cloud”), which is a significant shareholder of the Company, beneficially owning approximately 19.9% of the Company’s outstanding common stock as of August 13, 2026. Accordingly, Tiger Cloud is considered a related party of the Company. The letter of intent outlines certain proposed business terms relating to the potential acquisition, development and use of the property; however, except for customary provisions relating to confidentiality and other ancillary matters, the letter of intent does not obligate either party to consummate a transaction. Any future development of the site remains subject to the negotiation and execution of definitive agreements and satisfaction of other customary conditions.

 

During the six months ended June 30, 2026, the Company paid a land deposit of $1.2 million to the related entity that owns the Minnesota site. The deposit was made in connection with the Company’s evaluation of the potential acquisition, development and use of the property for its planned Minnesota data center project and is refundable under the terms agreed between the parties. The deposit is recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet as of June 30, 2026.

 

As of June 30, 2026 and through August 13, 2026, no land purchase agreement, lease agreement, or definitive development agreement had been executed between the Company and the related entity. The parties continue to negotiate a suite of agreements relating to the acquisition, development and operation of the site. Accordingly, the Company has not recognized any land asset associated with the proposed development site as of June 30, 2026. The ultimate development of the project remains subject to completion of definitive agreements, financing arrangements, regulatory approvals and other customary conditions.