v3.26.3
Investment in digital assets – held in Treasury Wallet set up by an Affiliate and Node Wallet
9 Months Ended
Sep. 30, 2026
Investments, All Other Investments [Abstract]  
Investment in digital assets – held in Treasury Wallet set up by an Affiliate and Node Wallet

Note 6 - Investment in digital assets – held in Treasury Wallet set up by an Affiliate and Node Wallet

 

On June 16, 2025, the Company entered into a Securities Purchase Agreement with Bravemorning Limited, a related party (“Bravemorning”) for 100,000 shares of its Series B Convertible Preferred Stock par value $0.0001 per share, convertible into 200,000,000 shares of common stock and warrants with an exercise price of $0.50 per share, in exchange for $100,000,000 in digital assets consisting of TRX tokens. On June 28, 2025, the Company received 365,096,845 TRX tokens as per the Securities Purchase Agreement. On August 27, 2025, Bravemorning exercised the warrants for $110,000,000 in digital assets consisting of 312,500,100 TRX tokens. At December 31, 2025, the 677,596,800 tokens (out of the 677,596,945 TRX tokens received in the transactions) have been staked, through JustLend, in return for approximately 549,676,892 sTRX, a liquid staking token, which represents a tokenized version of TRX.

 

On January 8, 2026, the Company issued 13,067,151 shares of its common stock in connection with a Securities Purchase Agreement with Black Anthem Limited (“Black Anthem”), a related party, for $18,000,000, paid in the form of USDT (Tether) stablecoins (the “Stablecoins”) transferred to the Company’s Treasury Wallet. Additionally, the Company entered into a token sale and purchase agreement (“BGDL Token S&P Agreement”) with BiT Global Digital Limited (“BGDL”), a British Virgin Islands Business Company, dated January 6, 2026, under which the Company transferred the Stablecoins to BGDL to purchase $18,000,000 worth of TRX tokens from BGDL using a dollar-cost averaging mechanism over a 360-day period commencing January 22, 2026, as follows:

 

(a) BGDL shall deliver $50,000 USDT worth of TRX tokens to the Company’s designated wallet address on a daily basis, starting on January 22, 2026, for a period of consecutive 360 days.

 

(b) The price and number of TRX tokens to be delivered each day pursuant to paragraph (a) above shall be reasonably determined with reference to the market price of TRX token on a global cryptocurrency trading platform on that day. Upon request from time to time, BGDL shall provide the Company with (i) breakdown of the price and number of TRX tokens delivered by BGDL to the Company, and (ii) supporting documentation explaining how the price and number of TRX tokens delivered were determined.

 

(c) The above arrangement can be adjusted by the Company at its sole reasonable discretion.

 

Additionally, the Company publishes daily updates regarding its TRX treasury acquisitions in connection with the BGDL Token S&P Agreement through its public communications channels and provides a link to the designated on-chain treasury wallet for real-time verification.

 

During the nine months ended September 30, 2026, the Company purchased approximately 39,117,189 TRX tokens with an aggregate price of $12,550,000 under the BGDL Token S&P Agreement. As of September 30, 2026, the 30,217,000 tokens have been staked, through JustLend, in return for approximately 23,246,418 sTRX, a liquid staking token, which represents a tokenized version of TRX.

 

The initial $18,000,000 was recorded as a prepayment for Digital Asset purchases. At September 30, 2026, the balance of the prepayment was $5,450,000.

 

The following table presents the roll-forward of the fair value of our digital assets for the nine months ended September 30, 2026, and year ended December 31, 2025, based on the fair value model under ASU-2023-08:

  

   TRX   sTRX 
   Fair Value 
   TRX   sTRX 
Balance, December 31, 2024  $-   $- 
Preferred stock sale paid with TRX tokens   100,000,000    - 
Warrant exercise paid with TRX tokens   110,000,000    - 
Staking Transactions   (207,864,661)   207,864,661 
Unrealized income from staking TRX   -    5,437,403 
Unrealized change in fair value   -    (15,223,891)
Realized (loss) from TRX to sTRX conversion   (2,135,357)   - 
Other income (loss)   25    (25)
Balance, December 31, 2025  $7   $198,078,148 
Purchase of TRX tokens using USDT Stablecoins   12,550,000    - 
Unrealized gain (loss) in fair value   3,949    37,427,338 
Staking transactions   (9,763,719)   9,763,719 
Realized gain from TRX to sTRX conversion   212,768    - 
Unrealized income from staking TRX   -    9,512,852 
Other income (loss)   (3,500)   113 
Balance, September 30, 2026  $2,999,505   $254,782,170 

 

 

The following table presents the Company’s Digital Asset holdings as of September 30, 2026, and December 31, 2025:

 

September 30, 2026  Quantity   Cost Basis   Fair Value 
TRX tokens   8,890,055   $2,995,519   $2,999,505 
sTRX tokens   572,923,310    217,628,381    254,782,170 
        $220,623,900   $257,781,675 

 

December 31, 2025  Quantity   Cost Basis   Fair Value 
TRX tokens   94   $29   $7 
sTRX tokens   549,676,892    207,864,661    198,078,148 
        $207,864,690   $198,078,155 

 

As a result of our directors’ affiliations, potential conflicts may arise from the following relationships:

 

● we engaged BiT Global Trust Limited (“BGTL”), a licensed Trust or Company Service Provider and registered trust company in Hong Kong, to set up and be the custodian of the Treasury Wallet. One of our directors, Mr. Zhihong Liu (“Mr. Liu”), is one of the directors of BGTL, and

 

● some of our directors have certain ties with the TRON blockchain ecosystem. For example, Weike Sun is the father of Justin Sun, the founder of TRON. Mr. Liu has been the senior advisor to Tron DAO since 2021. One of our directors, Mr. Zi Yang, holds senior positions for Tronscan, the official blockchain explorer for Tron protocol, and

 

● currently our TRX tokens are “staked” on JustLend, a decentralized finance (DeFi) protocol, in exchange for sTRX tokens. An sTRX token is a derivative token that represents the “staked” TRX tokens, which can automatically generate yield for the token holders. JustLend, despite being a DeFi protocol, may be considered a related party due to its significant dependency on the TRON ecosystem.

 

● Justin Sun, the son of Weike Sun, our Chairman, is the control person of Black Anthem Limited which purchased 13,067,151 shares of the Company’s common stock as described above.

 

● The Company chose BGDL to handle the $18,000,000 transaction described above. BGDL indirectly owns 99% of BGTL. Mr. Liu, a director of the Company, is a director of BGTL, which set up the Treasury Wallet for the Company and provides on-chain monitoring services to the Company. The Company originally considered BGTL to handle the transaction, BGTL clarified that as a regulated custodian, its business focus is on digital assets custody only, so it recommended BGDL to the Company. Since the Company’s plan was to acquire TRX tokens using a dollar-cost averaging mechanism over a period of around one year, the two main factors to consider were (i) liquidity sufficiency and (ii) low transaction cost. Given that BGDL has an account with a global digital asset trading platform with deep liquidity for TRX/USDT trading pair and that after negotiation, BGDL agreed not to charge any transaction fees for the TRX purchase and the delivery mechanism to be solely determined by the Company, the Company chose BGDL as the appropriate counterparty for the TRX purchase.