NOTE 12 – STREAMEX LTD. (VIE)

Overview

Streamex Ltd. is a special-purpose entity organized in the Cayman Islands and formed to purchase and hold physical gold and to issue digital GLDY tokens designed to provide tokenholders exposure to gold and gold-denominated leasing returns. Streamex Ltd. may also lease its gold holdings to generate gold-denominated yield. The Company is involved with Streamex Ltd. through its governance rights and through its economic interest in GLDY tokens. Streamex Ltd. pays servicing fees to GLDY ServiceCo, LLC under the applicable servicing arrangement; because the servicer is a consolidated subsidiary, these fees and related intercompany balances are eliminated in consolidation.

Variable Interest Entity Consideration

The Company evaluated Streamex Ltd. under the VIE model in ASC 810, Consolidation. A legal entity is a VIE if, among other conditions, the holders of the equity investment at risk, as a group, lack the power, through voting rights or similar rights, to direct the activities that most significantly impact the entity’s economic performance. Streamex Ltd. is considered a VIE because the holders of GLDY tokens, which represent non-voting participating equity interests, lack substantive voting rights and do not have the power to direct the activities that most significantly impact Streamex Ltd.’s economic performance. Voting control resides with the single voting management share, which controls shareholder-level decisions including the appointment and removal of directors, and day-to-day operating authority has been delegated to GLDY ServiceCo, LLC, a consolidated subsidiary of the Company, pursuant to a services agreement.

Primary Beneficiary Conclusion and Consolidation

The Company concluded it is the primary beneficiary of Streamex Ltd. and is required to consolidate it. Under ASC 810-10-25-38, a reporting entity is the primary beneficiary of a VIE only if it has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company concluded both criteria continue to be met as of June 30, 2026 because it directs Streamex Ltd.’s economic performance through its control of the VIE’s governance structure and the servicer arrangement, and has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE through its economic interest in the GLDY tokens.

As of June 30, 2026, the Company held approximately 91.0% of the approximately 3,111 outstanding GLDY tokens, with the remaining approximately 9.0% held by external tokenholders. These percentages represent ownership as of the balance sheet date. Streamex Ltd.’s results are attributed between the controlling and noncontrolling interests using time-weighted ownership percentages applied to the results of each quarter — approximately 0.2102% for the three months ended March 31, 2026 and approximately 4.0250% for the three months ended June 30, 2026 — rather than by applying the period-end percentage to the full-period result. These time-weighted percentages differ from the approximately 9.0% ownership interest held at June 30, 2026 because substantially all noncontrolling interests were admitted during 2026, including significant interests issued during the latter part of the second quarter. See Note 18 — Noncontrolling Interests. The Company continued to consolidate Streamex Ltd. as of June 30, 2026 because the Company remained the primary beneficiary.

Carrying Amounts of Assets and Liabilities of Consolidated VIE

Streamex Ltd. assets and liabilities included in the unaudited condensed consolidated balance sheet as of June 30, 2026:

 SCHEDULE OF VAIABLE INTEREST ENTITY ASSETS AND LIABILITIES 

For the three months ended June 30, 2026, Streamex Ltd. recognized net income of approximately $15, consisting of gross in-kind gold lease income of approximately $134, a realized loss on in-kind settlements of approximately $3, and operating expenses of approximately $116, primarily consisting of statutory administration, legal and audit fees associated with its formation and ongoing maintenance as a Cayman Islands entity.

For the six months ended June 30, 2026, Streamex Ltd. incurred a net loss of approximately $140, consisting of gross in-kind gold lease income of approximately $134, substantially all of which was recognized during the three months ended June 30, 2026, a realized loss on in-kind settlements of approximately $3, and operating expenses of approximately $271. These amounts form the basis for the allocation of Streamex Ltd.’s net income or loss to the noncontrolling interest described in Note 18 — Noncontrolling Interests.

Change in Ownership Interest

During the six months ended June 30, 2026, the Company transferred GLDY tokens to Metalayer in exchange for approximately $1,000 of USDC digital assets. This transaction was separate from the Company’s $2,000 investment in Class A-1 shares of Metalayer, which was funded entirely in USDC digital assets as described in Note 9 — Investment Measured at NAV.

The GLDY token transfer reduced the Company’s ownership interest in Streamex Ltd. but did not result in a loss of control. Accordingly, the Company accounted for the transaction as a change in ownership interest in a consolidated subsidiary under ASC 810-10-45-23. The carrying amount of the noncontrolling interest increased by approximately $1,120, and the approximately $120 excess of the increase in the noncontrolling interest over the consideration received was recognized as a reduction of additional paid-in capital attributable to the Company. These amounts are reflected in the unaudited condensed consolidated statement of changes in stockholders’ equity for the six months ended June 30, 2026. See Note 18 — Noncontrolling Interests.

Lack of Recourse / Restrictions

The assets of Streamex Ltd. are generally not available to satisfy the obligations of the Company or its other subsidiaries, and the creditors and tokenholders of Streamex Ltd. generally do not have recourse to the general credit of the Company beyond the assets of Streamex Ltd., except to the limited extent of intercompany balances eliminated in consolidation. The liabilities recognized as a result of consolidating Streamex Ltd. do not represent additional claims on the Company’s general assets.

Maximum Exposure to Loss / Financial Support

The Company’s maximum exposure to loss associated with its involvement with Streamex Ltd. as of June 30, 2026 is limited to the carrying amount of its economic interest in the GLDY tokens and its net interest in Streamex Ltd.’s net assets. The Company has no arrangements that legally obligate it to provide additional financial support to Streamex Ltd., such as guarantees or liquidity facilities, beyond its role as an investor and service provider, although the Company funds Streamex Ltd.’s operating expenses through capital contributions, which are eliminated in consolidation.

Noncontrolling Interest

Noncontrolling interests in Streamex Ltd. consist of the single voting management share, which carries governance rights but no material economic interest, and GLDY tokens held by external tokenholders. See Note 18 — Noncontrolling Interest for the carrying amount of, and rollforward of activity in, the noncontrolling interest attributable to Streamex Ltd.

Ongoing Assessment

The Company reassesses its primary beneficiary conclusion on an ongoing basis in accordance with ASC 810 whenever changes in facts and circumstances occur that could affect whether either criterion under ASC 810 continues to be met, including changes in GLDY token ownership, modifications of governing documents or fee arrangements, changes in ownership of the management share, or replacement of the affiliated servicer by an unrelated party. As of June 30, 2026, no changes in facts or circumstances have occurred that would alter the Company’s conclusion.