v3.26.1
Business Combination
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination Business Combination
On April 1, 2025 (the “Effective Date”), the Company entered into Contribution and Exchange Agreements, as amended (together, the “Acquisition Agreement”), with shareholders of TCM, pursuant to which each TCM shareholder contributed all outstanding equity securities in TCM to the Company in exchange for equity securities of the Company. As a result, TCM became a wholly owned subsidiary of the Company, with 75% of the Company’s capital stock held by Company shareholders and 25% of the Company’s capital stock held by former TCM shareholders (the “Acquisition”). The Acquisition formally closed on the Effective Date. The Company expects TCM’s operations to diversify the Company’s revenue base beyond bitcoin mining and hosting. The addition of GPU-based infrastructure is anticipated to
generate more stable, recurring revenue streams aligned with demand for high-performance computing (“HPC”) resources across AI, machine learning, and data analytics sectors.
CommonSeries D
Total Number of TCM Shares Exchanged8,505,7831,577,085
Conversion Ratio0.9081 0.9081 
Fair Value per Share (Controlling Interest)$2.21 $2.23 
Fair Value$17,054,874 $3,195,139 
Total Fair Value Shares Exchanged$20,250,013 
Total Number of TCM Shares Held By the Company8,966,981
Company Fair Value per Share (Non-Controlling)$1.92 
Fair Value Company’s Investment in TCM
$17,216,604 
Fair Value Replacement Options$1,883,955 
Total Purchase Price$39,350,572 
The following table summarizes the fair value of the consideration and the fair value of assets acquired and liabilities assumed associated with the Acquisition:
DescriptionFair Value
Total purchase price$39,350,572 
Estimated fair value of assets acquired:
Cash$2,441,275 
Prepaid expenses96,029 
Property and equipment7,136,180 
Customer relationships411,700 
Trade name148,080 
In-process research & development (“IPR&D”)6,777,020 
Finance right-of-use assets, net5,820,225 
Total assets acquired$22,830,509 
Estimated fair value of liabilities assumed:
Accounts payable172,255 
Current portion of convertible note payable1,716,657 
Current portion of notes payable - related party104,713 
Accrued expenses and other current liabilities555,888 
Finance lease liabilities6,078,929 
Long-term notes payable, net of current portion6,268,321 
Total liabilities assumed14,896,763 
Goodwill$31,416,827 
Intangible AssetsEstimated Fair ValueEstimated Useful Life
Customer relationships$411,700 4
Trade name148,080 2
IPR&D6,777,020 N/A
$7,336,800 
The Company has applied the acquisition method of accounting in accordance with ASC 805 and recognized assets acquired and liabilities assumed of TCM at their fair value as of the date of acquisition, with the excess purchase
consideration recorded to goodwill. The Company recorded $23,542 of acquisition related costs within general and administrative expenses.
Pro Forma Financial Information
The following table represents the revenue, net loss and net loss per share effect of the acquired company, as reported on a pro forma basis as if the acquisition occurred on January 1, 2025. These pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the first day of the period presented, nor does the pro forma financial information purport to represent the results of operations for future periods.
Six Months Ended June 30, 2025
Revenues$6,297,770 
Net loss(5,293,476)
Basic net income (loss) per share – on a pro forma basis (unaudited)$(0.11)
Diluted net income (loss) per share – on a pro forma basis (unaudited)$(0.11)