DeFi Development Corp.

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES

OVERVIEW

DeFi Development Corp (“DeFi Dev", the “Company”, "we", "our", "us") is an AI-powered online platform that connects the commercial real estate industry by providing data and software subscriptions as well as value-add services to multifamily and commercial property professionals as we connect the increasingly complex ecosystem that stakeholders have to manage. We provide a technology platform that connects commercial mortgage and small business borrowers looking for debt to refinance, build, or buy commercial property including apartment buildings to commercial property lenders. These property lenders include traditional banks, credit unions, real estate investment trusts (“REITs”), debt funds, and other financial institutions looking to deploy capital into commercial mortgages. We also generate revenue through our digital asset treasury strategy by staking our Solana ("SOL") holdings with third party platforms and from operating validator nodes on the Solana network.

We were originally formed as Janover Ventures, LLC on November 28, 2018, in the State of Florida as a limited liability company and converted to a corporation, incorporated in the State of Delaware on March 9, 2021. Effective April 17, 2025, the Company changed its name from “Janover Inc.” to “DeFi Development Corp”. We also changed the ticker symbol for our common stock to “DFDV” on the Nasdaq Capital Market, which was changed on May 5, 2025. The Company is headquartered in Boca Raton, Florida.

In April 2025, we adopted a new treasury policy under which the principal holding in our treasury reserve on the balance sheet is allocated to digital assets, starting with Solana. The Board of Directors approved our treasury policy on April 4, 2025, authorizing the long-term accumulation of SOL. We also operate SOL validators, enabling us to stake our treasury assets, participate in securing the network, and earn rewards that can be reinvested.

Change of Control

On April 4, 2025, Blake Janover, then Chief Executive Officer and Chairman of DeFi Development Corp (formerly Janover Inc.), entered into a Stock Purchase Agreement (“Purchase Agreement”) with DeFi Dev LLC, a Delaware limited liability company, and 3277447 Nova Scotia Ltd, a corporation formed under the laws of Nova Scotia, Canada (“NS Corp”) to sell 728,632 shares of common stock, with each share of common stock entitled toone vote per share and representing approximately 51.0% of the Company’s 1,579,946 issued and outstanding shares of common stock and 10,000 shares of Series A preferred stock of the Company, with each share of Series A preferred stock entitled to 10,000 votes per share on all matters entitled to be voted upon by the common stock unless otherwise prohibited by law. DeFi Dev LLC and NS Corp were previously unaffiliated parties to the Company. DeFi Dev LLC purchased 412,041 shares of common stock and 5,500 shares of Series A preferred stock for $2.3 million utilizing funds contributed by its managing member and other members. A portion of the funds for the purchase of shares by DeFi Dev LLC came from a loan from Joseph Onorati. NS Corp purchased 316,591 shares of common stock and 4,500 shares of Series A preferred stock for $1.7 million utilizing funds contributed by its controlling stockholder. The aggregate purchase price was $4.0 million. The transactions under the Purchase Agreement constituted a change in control of the Company.

The change of control is considered a business combination under Accounting Standards Codification Topic 805, Business Combinations ("ASC 805"), with DeFi Dev LLC and NS Corp identified as the accounting acquirer and us the acquiree. We have elected not to apply pushdown accounting as allowed under ASC 805 which is irrevocable once elected. As a result, our assets and liabilities continue to be presented at historical carrying amounts and no fair value adjustments or goodwill were recorded in our consolidated financial statements.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) interim reporting guidelines under Article 8-06 of Regulation S-X (17 CFR Part 210) for smaller reporting companies. Our condensed consolidated financial statements do not include all the disclosures required by U.S. GAAP and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with SEC on March 27, 2025 and Amendment No.1 to the Annual Report on Form 10-K/A, filed with the SEC on May 16, 2025.

In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of our financial position and results of operations for all interim periods presented. The consolidated results of operations for the interim periods presented are not necessarily indicative of results to be expected for the full year or any other interim periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of DeFi Dev and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.

Reclassifications

As a result of the change of control and the Company's new treasury strategy, reclassifications have been made to prior periods to conform to classifications used in the second quarter 2025. Such reclassifications had no effect on previously reported results.

Change in Operating Segments

In the second quarter of 2025, as a result of the previously mentioned treasury policy, management re-evaluated our segment reporting structure and determined that we now operate intwo reportable segments. Historically, we operated as a single operating segment focused on our real estate technology platform. The change in reportable segments had no effect on previously reported results. See Note 4—Segments, for further discussion.

Stock Splits

Effective December 30, 2024, we had a one-for-eight reverse stock split of the Company's common stock. Additionally, on May 6, 2025 our Board of Directors approved a seven-for-one forward stock split of the Company's common stock to shareholders of record as of the close of business on May 19, 2025. All share, per share data and related pricing have been adjusted to reflect the previously mentioned stock splits for all periods presented.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported period. Actual results may differ significantly from these estimates and assumptions. Our most significant estimates and assumptions relate to acquisitions, valuation of share-based compensation, valuation of contingent consideration, valuation and useful lives of our fixed and intangibles assets and our valuation allowances on receivables and deferred taxes. Management evaluates these estimates and assumptions on an ongoing basis using the most current information available and changes are made in the period they are known.

Fair Value Measurements

We determine fair value measurements for certain assets and liabilities in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements ("ASC 820"), which defines fair value as the exit price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants. ASC 820 establishes a framework for valuation techniques, prioritized by reliability, according to the following tiers:

We use this framework to measure the fair value of certain financial instruments on a recurring basis, such as our cash and cash equivalents, accounts receivables, marketable securities, digital assets at fair value, and contingent consideration, as well as on a non-recurring basis for our acquisitions and impairment testing on our property and equipment, intangible assets and digital assets, at carrying value. See Note 13—Fair Value Measurements for further discussion.

Business Combinations

We account for business combinations in accordance with ASC 805. Under ASC 805, we recognize the estimated fair value of identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date and any remaining unallocated purchase price is recorded as goodwill. In the event that the initial accounting for a business combination is incomplete by the end of the reporting period, management will include preliminary amounts based on the established framework under ASC 820 within the consolidated financial statements and will subsequently recognize adjustments to the preliminary amounts with an adjustment to goodwill in the reporting period in which the adjustments to the preliminary amounts are determined. Incomplete accounting, if any, for a business combination must be finalized within the measurement period, which is one year from the acquisition date. Any subsequent adjustments determined after the measurement period are recorded in our Condensed Consolidated Statement of Operations.

Cash and Cash Equivalents

Our cash and cash equivalents consist of money market and demand deposit accounts held at various financial institutions and at digital asset platforms. The carrying amounts of our cash and cash equivalents approximate their fair value.

Accounts Receivable

Accounts receivable represent amounts due from customers for our subscription based services and platform fees, including referral and advisory fees. A portion of our accounts receivable is classified as non-current due to the long-term nature of certain software subscription agreements and is recorded in Accounts Receivable, non-current as stated on our Condensed Consolidated Balance Sheets. We record these receivables at the contractual amount, net of any allowance for doubtful accounts. We assess an allowance for doubtful accounts using the current expected credit loss methodology as stated under Accounting Standards Topic 326, Financial Instruments—Credit Losses ("ASC 326"). As of June 30, 2025 and December 31, 2024 we had an allowance for doubtful accounts of $22.0 thousand andzero, respectively.

Marketable Securities

Our marketable securities are comprised of publicly traded stock. We account for these marketable securities in accordance with Accounting Standards Codification Topic 321, Investments—Equity Securities ("ASC 321"). Under ASC 321, we initially record these marketable securities at cost on our Condensed Consolidated Balance Sheets and then subsequently remeasure at fair value at each balance sheet date. We determine the fair value in accordance with ASC 820 based on Level 1 inputs that use unadjusted quoted market prices from active markets. Changes from remeasurement are recorded within Gain (loss) from changes in fair value of marketable securities, as stated on our Condensed Consolidated Statement of Operations. See Note 13—Fair Value Measurements for further discussion.

Property and Equipment

Property and equipment are stated a cost less accumulated depreciation. We depreciate property and equipment on a straight-line basis over the estimated useful life of the asset, as follows: three to five years for computer and hardware and five to seven years for furniture and fixtures. We capitalize the cost of any significant improvements made to extend the useful life of our property and equipment. Upon the sale or retirement of an asset, that is not considered a discontinued operation, we remove the cost and the associated accumulated depreciation from property and equipment and record any related gains or losses in our Condensed Consolidated Statement of Operations.

We review our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We evaluate recoverability by comparing the carrying value to its fair value, based on Level 3 inputs, which is calculated using the future cash flows that the asset is expected to generate.

See Note 7—Property and Equipment, net for further discussion.

Digital Assets

Digital assets are considered intangible assets under Accounting Standards Codification Subtopic 350-60, Intangibles—Goodwill and Other—Crypto Assets ("ASC 350-60"). Under ASC 350-60, digital assets that meet the definition of intangible assets, among other criteria, are initially recorded at cost and are then subsequently remeasured at fair value as of the balance sheet date with changes from remeasurement recognized in net income. We account for changes from remeasurement within (Gain) loss from changes in fair value of digital assets, as stated on our Condensed Consolidated Statement of Operations.

Digital assets that we hold that do not meet the criteria under ASC 350-60 are accounted for as intangible assets with indefinite useful lives and are initially recorded at cost and are not amortized but instead are tested for impairment at least annually, or more frequently, if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. As such, these digital assets are reflected in our Condensed Consolidated Balance Sheets, at cost net of any impairments within Digital assets, at carrying value. We evaluate impairments on these digital assets on at least an annual basis, or more frequently if events or changes in circumstances occur and use Level 1 inputs, unadjusted quoted prices in active markets, for the fair value to determine if an impairment has occurred. If unadjusted quoted prices in active markets for our digital assets are lower than the carrying value recorded, then we will record an impairment charge equal to the difference between the carrying value and the fair value. Impairment charges are recognized within (Gain) loss on changes in fair value of digital assets, as stated on our Condensed Consolidated Statements of Operations.

When we receive digital assets earned on third party staking platforms or from operating our validator nodes, we will initially record them at fair value on the date the digital assets are received. Upon the disposal of digital assets, any gains or losses are recognized in (Gain) loss on changes in fair value of digital assets, as stated on our Condensed Consolidated Statement of Operations, and are calculated as the difference between the selling price and our carrying value, using the specific identification method. See Note 5—Digital Assets for further discussion.

Intangible Assets

We account for finite-lived intangible assets in accordance with Accounting Standards Codification Topic 350, Intangibles ("ASC 350"). Under ASC 350, finite-lived intangible assets are amortized and consist of our validators, developed technology and customer database. These intangible assets are amortized on a straight-line basis over their estimated useful life. We periodically review the appropriateness of the estimated useful life of our finite-lived intangible assets. Additionally, we will evaluate these assets for impairments whenever events or circumstances indicate that the carrying amount may not be recoverable over the remaining life of the asset.

We have an indefinite-lived intangible asset and account for it in accordance with ASC 350. Under ASC 350, the indefinite-lived intangible asset is not amortizable and consist of our domain name. Our indefinite-lived intangible asset is tested for impairment at least annually or whenever events or circumstances indicate an impairment may have occurred. If we determine that the fair value is lower than the carrying value recorded, then it is more likely than not that our domain name is impaired, and we will record a charge equal to the difference between the carrying value and the fair value on our Condensed Consolidated Statements of Operations.

See Note 8—Goodwill and Intangibles for further discussion.

Goodwill

Goodwill is calculated as the excess of the purchase price of an acquisition over the identifiable net assets acquired. We account for goodwill in accordance with Accounting Standards Codification Topic 350, Intangibles—Goodwill and Other. Under ASC 350, it is not subject to amortization but is instead tested at least annually for impairment at the reporting unit level. We test for goodwill impairment in the fourth quarter of each fiscal year or whenever events or circumstances indicate an impairment may have occurred. ASC 350 permits us to first assess qualitative factors, to determine whether it is necessary to perform a qualitative impairment test for our reporting units. The quantitative impairment test is required only if we conclude that it is more likely than not that the reporting unit's fair value is less than its carrying amount. We will perform the qualitative test, if necessary, using Level 2 and Level 3 inputs including, among other models, the discounted future cash flows method to determine the fair value. If the fair value of the reporting unit exceeds the carrying amount then goodwill is considered not to be impaired. However, if the carrying value amount of the reporting unit exceeds the fair value then an impairment charge is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Note 8—Goodwill and Intangibles for further discussion.

Revenue

We recognize revenue in accordance with the five-step model outlined in Accounting Standard Codification Topic 606—Revenue from Contracts with Customers ("ASC 606"). This model helps us identify the contract we have with our customers, identify the performance obligation in the contract, determine the transaction price, allocate the transaction price to the performance obligation and recognize revenue as the performance obligation is satisfied. We earn revenue from our digital asset treasury strategy and by providing our real estate platform and products to customers. See Note 2—Revenue for further discussion.

Cost of Revenue

Cost of revenue represents costs directly related to our products and services and include direct software costs, hosting fees and delegator fees associated with operating our own validator nodes and excludes depreciation and amortization expense. These are expensed when incurred.

Sales and Marketing

Sales and marketing includes employee-related costs, consisting of wages and salaries, commissions, share-based compensation expense and costs related to advertising for the promotion of our products and services. These are expensed when incurred. Advertising expense for the three months ended June 30, 2025 and 2024 was $244.5 thousand and $25.0 thousand, respectively. During thesix months ended June 30, 2025 and 2024, advertising expense was $326.2 thousand and $57.0 thousand, respectively.

Research and Development

Research and development includes employee-related costs, consisting of wages and salaries and share-based compensation expense and costs to develop and refine technological processes used to carry out business operations, including personnel costs for website and non-capitalizable software design and development functions and related software and hosting costs. These are expensed when incurred.

General and administrative includes corporate employee-related costs, consisting of wages and salaries, benefits and share-based compensation expense, professional fees, licenses and insurance and office expenses. These are expensed when incurred.

Share-Based Compensation

We account for share-based compensation in accordance with Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("ASC 718"). We measure all share-based awards granted to employees, directors and non-employee consultants based on the grant date fair value using the Black-Scholes valuation model on a straight-line basis over the vesting period of the respective award, net of any forfeitures. For awards with performance-based vesting conditions, the Company records the expense if and when the Company concludes that it is probable that the performance condition will be achieved. See Note 11—Share-Based Compensation for further discussion.

Concentrations of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed the Federal Deposit Insurance Limit of $250,000. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of June 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents were held at accredited financial institutions.

During the six months ended June 30, 2025 and 2024, five lenders accounted for 32% and 52%, respectively, of our real estate platform revenue. The Company may be negatively affected by the loss of any one of these lenders.

Market Risk

We are exposed to market risk related to our digital asset holdings, which are impacted by the market value of the respective digital asset held. We performed a sensitivity analysis assuming a hypothetical 10% change in the fair value of these digital assets to demonstrate the potential impact on our financial results. A hypothetical 10% increase or decrease in market prices would have positively or negatively impacted our Income (loss) before income taxes by approximately $9.7 million for thesix months ended June 30, 2025.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Expense Disaggregation Disclosure

In November 2024, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"), which enhances transparency by requiring public entities to disclose more detailed information about their income statement expenses. This includes disaggregating specific natural expense categories, like employee compensation and depreciation, within certain expense captions. ASU 2024-03 applies to public entities with annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are evaluating the impact this amended guidance may have on the notes to our condensed consolidated financial statements.

Income Taxes

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes—Improvements to Income Tax Disclosures (Topic 740) which enhances income tax disclosures related to the effective tax rate reconciliation and income taxes paid information among other disclosures. The update improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction as well as adding disclosures of pretax income or loss and income tax expense or benefit to be consistent with Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and removing disclosures that no longer are considered cost beneficial or relevant. The amended guidance is effective for annual periods beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. We are evaluating the impact this amended guidance may have on the notes to our condensed consolidated financial statements.

Disclosure Improvements

In October 2023, FASB issued Accounting Standards Update No. 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosures Update and Simplification Initiative”. The guidance amends certain disclosure and presentation requirements related to the statement of cash flows, accounting changes and error corrections, earnings per share, interim reporting, commitments, debt, equity, derivatives, transfers and services and various industry specific guidance. For entities subject to the SEC's existing disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the existing disclosure requirements, the amendments will not become effective. Early adoption is not permitted. We are evaluating the impact this amended guidance may have to our condensed consolidated financial statements.

Management does not believe that any other new accounting pronouncements issued or effective during the period had or is expected to have a material effect on the accompanying condensed consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

NOTE 2—REVENUE

We earn revenue from digital assets through our treasury strategy and from providing customers with our AI-powered online real estate platform and from other value-added products and services.

DIGITAL ASSET TREASURY

We generate staking and other revenue from delegating a portion of our digital asset holdings with third-party validators. In exchange for staking our digital assets, we receive a fixed percentage of the validators total earned rewards in the form of Solana, net of commission fees. We have evaluated the terms of service with these third-party validators and have determined that we act as an agent and recognize revenue on a net basis. The amount of revenue recorded is equal to the fair value on the date the digital asset rewards are received.

We earn validator revenue from participating in the Solana network through creating and validating transactions using our owned validators. We receive this revenue in the form of Solana and the amount earned is based on several factors, including an annual inflationary rate, validator performance and the amount of SOL that is staked on our validators, which includes our own Solana holdings. We evaluated our validator arrangements and have determined that we act as the principal and recognize revenue for services provided at the end of each Solana epoch, which is less than three days, on a gross basis. We record revenue at fair value on the date we receive the SOL tokens.

REAL ESTATE PLATFORM

We earn platform revenue from fees charged to our customers that utilize our technology platform which matches lenders and borrowers. These fees include a share of the revenue per transaction by the lender, typically 1% of the loan amount, and in some cases a fixed negotiated fee from the borrower. We have evaluated the terms of the contract with these customers and have determined that we act as an agent and recognize revenue on a net basis at the time the lending transaction is fully funded and closed.

We also derive revenue from our software as a service ("SaaS") offerings which provide data, transparency and other tools to help customers navigate the complex components of the multifamily and commercial property lifecycles and includes debt, equity, insurance and technology. Contracts with customers utilizing our SaaS offerings are subscription based and last between one to three years. We act as the principal in these contracts and recognize revenue ratably over the contract term on a gross basis. The amount of revenue earned is equal to the annual rate per the contract or when the services are performed throughout the contractual period.

DISAGGREGATION OF REVENUE

The following table shows the disaggregation of revenue for the periods presented:

DEFERRED REVENUE

The following table presents changes in both current and noncurrent deferred revenue for the periods presented:

As of June 30, 2025, we had approximately $43.0 thousand of deferred revenue related to performance obligation contracts greater than one year and are therefore classified as non-current on our Condensed Consolidated Balance Sheets.

NOTE 3—NET INCOME (LOSS) PER SHARE

We computed basic net income (loss) per common share by dividing net income (loss) by the weighted-average number of common shares outstanding during the relevant period. Diluted net income (loss) per common share is calculated by dividing net income (loss) by the weighted average of common shares outstanding during the relevant period plus the effect of dilutive shares using the treasury stock method, which excludes shares that would have an antidilutive effect, for share-based awards and warrants and the if-converted method for the effect of shares issuable under our convertible debt instruments. In periods where we report net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items would decrease the net loss per share.

The following table provides the computation of basic and diluted net income (loss) per share for the periods presented:

NOTE 4—SEGMENTS

We determine operating segments based on metrics that our Chief Operating Decision Maker (“CODM”) reviews internally to manage our business, including resource allocation and performance assessment. Our CODM is the Chief Executive Officer, who regularly reviews financial results based ontwo operating segments consisting of Digital Asset Treasury and Real Estate Platform.

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Digital Asset Treasury ("Treasury"): This segment is responsible for executing and managing the Company’s treasury policy, including our owned validators.

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Real Estate Platform ("Real Estate"): This segment is responsible for providing a technology platform that connects commercial mortgage and small business borrowers looking for debt to refinance, build, or buy commercial property including apartment buildings to commercial property lenders. These property lenders include traditional banks, credit unions, REIT, debt funds, and other financial institutions looking to deploy capital into commercial mortgages.

The CODM uses segment operating income (loss) to evaluate operating segment performance and allocate resources, including current period to prior period variances on a quarterly basis. Segment income (loss) excludes the impact of income taxes, interest expense and other income (expense) items, as these are managed at the corporate level. We do not prepare separate balance sheets by operating segment for the CODM, as such, assets are not evaluated as part of operating segment performance and resource allocation. We provide the CODM depreciation and amortization expense and impairment charges that are generated from operating segment-specific assets, as these are included in segment operating income (loss).

Accounting policies associated with our operating segment are the same as those previously described in Note 1—Overview and Significant Accounting Policies, including transactions between segments. Transactions between segments are reported as if each were a stand-alone business and are eliminated in consolidations.

The tables below shows our segment operating income (loss) for the periods presented:

The below table reconciles segment income (loss) to consolidated income (loss) before income taxes for the periods presented:

NOTE 5—DIGITAL ASSETS

DIGITAL ASSETS, AT FAIR VALUE

The table below details the components of our digital assets, at fair value with units, cost basis amounts and fair value based on Level 1 inputs that use unadjusted quoted prices from active markets. We didnot hold any digital assets, at fair value as of December 31, 2024:

The table below shows a reconciliation of activity of our digital assets, at fair value, we didnot hold any digital assets, at fair value as of December 31, 2024:

DIGITAL ASSETS, AT CARRYING VALUE

The tables below summarize our digital assets, at carrying value with the respective gross and net carrying amounts, as well as fair value based on Level 1 inputs that use unadjusted quoted prices from active markets. We didnot hold any digital assets, at carrying value as of December 31, 2024:

NOTE 6—ACQUISITIONS

ASSET ACQUISITION

Solsync Solutions Partnership

On May 1, 2025, under the terms of the Asset Purchase Agreement, we acquiredtwo validator nodes from Solsync Solutions Partnership, a SOL validator business owned by Parker White, our Chief Operating Officer and Chief Investment Officer, a related party, for a total consideration, including transaction-related costs, of $3.6 million, consisting of $0.6 million in cash and $3.0 million, or 604,884 shares, inrestricted common stock. This transaction was accounted for as an asset acquisition with the total consideration allocated to the validators based on the cost accumulation and allocation method, See Note 8—Goodwill and Intangibles and Note 15—Related Party Transactions for further discussion.

NOTE 7—PROPERTY AND EQUIPMENT, NET

The following table shows the components of property and equipment, net:

During the second quarter 2025, we reviewed our property and equipment for impairment and determined that the fair values were lower than the carrying value and recorded charges of $50.5 thousand within depreciation and amortization expense.

NOTE 8—GOODWILL AND INTANGIBLES ASSETS

GOODWILL

The table below shows the changes in the carrying value of goodwill:

INTANGIBLE ASSETS, NET

The following table shows the components of intangible assets, net for the periods presented:

The following table shows the estimated amortization expense related to the net carrying amount of finite-lived intangible assets:

NOTE 9—DEBT

The table below summarizes our debt outstanding:

SHORT-TERM DEBT

In April 2025, we entered into a Director and Officer insurance policy for $666.3 thousand, where we borrowed a total of $516.5 thousand. The financed insurance premiums are payable overten months and have a contractual annual interest rate of 7.1% which is calculated using a 365-day calendar year. During the second quarter 2025, we paid a total of $186.2 thousand related to the insurance policy, which consisted of a $132.9 thousand down payment, $53.3 thousand of a prepayment and $53.3 thousand of the financed insurance premiums.

LONG-TERM DEBT

Convertible Notes

On April 4, 2025, we entered into several Securities Purchase Agreements (the “Notes Agreement”) with a syndicate of investors (the "Investors"), in which we agreed to, among other things, issue Convertible Notes (the "Notes") totaling approximately $42.0 million in aggregate principal due April 6, 2030 ("Maturity Date"). The Notes have an interest rate of 2.5% per year, accrued daily andpayable quarterly in arrears on March 31, June 30, September 30 and December 31 each year. The Notes are convertible at any time prior to and or on the Maturity Date, conditioned that the Company’s market capitalization equals or exceeds $100 million on the day prior to the conversion date (“Market Capitalization Condition”). In connection with the issuance of the Notes, we issued two series of detachable stock warrants for each $1,000 in principal amount of the Notes to purchase approximately 58.34 shares of our common stock at an exercise price of $17.14 per share in one series and approximately 46.66 shares of our common stock at an exercise price of $21.43 per share in the second series.

We determined that the warrants issued in connection with the Notes are freestanding equity-linked instruments and have allocated the proceeds to the relative fair values of the Notes and warrants. The fair values were derived using the Monte Carlo simulation and the Black-Scholes Option model which determined that the Notes had a fair value of $34.1 million and the warrants $7.9 million, resulting in a discount on the Notes. The discount will be amortized as interest expense over the contractual term of the Notes using the effective interest method. In addition, the fair value of the warrants was recorded in Additional paid-in capital, as stated on our Condensed Consolidated Balance Sheets. See Note 10—Stockholders' Equity and Note 13—Fair Value Measurements for further discussion.

In the second quarter 2025, the Company triggered the market capitalization condition, and the conversion price was set at $9.74, which resulted in a $3.8 million discount on the Notes. The conversion price will not be adjusted, except for customary anti-dilution and dividend protection. Conversion of the Notes, together with any accrued and unpaid interest, if any, at the time of conversion will be settled in shares of common stock or any other form mutually agreed upon. As a result of meeting the market capitalization condition, the share impact from the Notes that have not yet been converted are included in the calculation for diluted earnings per share. See Note 3—Net Income (Loss) per Common Share for further discussion. During the second quarter 2025, approximately $13.1 million of the Notes were converted to common stock, resulting in a reduction of $3.5 million of the unamortized discount on the Notes associated with the conversion.

Holders of the Notes have the right to require us to repurchase the Notes at a price equal to 100% of par plus accrued and unpaid interest, if any, on April 6, 2028. In addition, the Company may redeem the notes on or after April 6, 2028, if the last reported sale price of the common stock has been at least 130% of the conversion price for at least 20 trading days during a period of 30 consecutive trading days at a price equal to 100% of par plus accrued and unpaid interest, if any.

The Notes provide that the holder may not convert any portion of such holder's Notes to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder,9.99%) of our outstanding shares of common stock immediately after conversion, except that upon at least 61 days' prior notice from the holder to us, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the conversion. The Notes contain certain other customary covenants and customary events of default provisions.

The table below shows the future payments associated with our long-term debt as of June 30, 2025:

NOTE 10—STOCKHOLDERS’ EQUITY

We have two classes of stock, preferred stock and common stock. We are authorized to issue 110.0 million total shares of stock, of which 10.0 million shares are designated as preferred shares and 100.0 million are designated as common shares. Preferred common stock consists of 100,000 shares of Series A. Our preferred and common stock has a par value of $0.00001 per share.

PREFERRED STOCK

Our preferred stock may be issued in one or more series, with rights and privileges as approved by our Board of Directors. To date we have one series of preferred stock, consisting of Series A.

In the event of a voluntary or involuntary liquidation event, dissolution or winding up of the Company, each series of preferred shareholder will receive preference in the Company assets or proceeds available for distribution in an amount equal to the initial stated value which equals par value, of the Company's preferred stock.

Series A Preferred Stock

Each share of Series A Preferred Stock is entitled to 10,000 votes per share when voting on matters with the Company’s common shareholders.

Series B Preferred Stock

All of our issued and outstanding Series B preferred stock were converted to common stock as a result of our initial public offering in July 2023. As of June 30, 2025 there are no shares issued and outstanding.

COMMON STOCK

Common stock is entitled to receiveone vote per share and do not have cumulative voting rights. Common stockholders are also entitled to receive dividends, if and when it is declared by our Board of Directors. To date the Board of Directors has not declared any dividends on our common stock.

In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company, common shareholders will receive the remainder of the company assets available for distribution only after preferred shareholders based on a pro rata basis on the number of shares of common stock held by each holder.

COMMON STOCK WARRANTS

Convertible Note Warrants

Contemporaneously with the Notes Agreement, we issued two series of warrants for each $1,000 in principal amount of convertible notes that provided Investors the right to purchase approximately 58.34 shares (2.4 million shares in total) of our common stock at an exercise price of $17.14 per share in one series and approximately 46.66 shares of our common stock (2.0 million shares in total) at an exercise price of $21.43 per share in the second series. The warrants were exercisable immediately upon issuance and have a term of five years from the date of issuance. As of June 30, 2025, all warrants issued in connection with these convertible notes remained unexercised and outstanding. See Note 9—Debt for further discussion.

Pre-Funded Warrants

On May 1, 2025, we entered into a Securities Purchase Agreement ("PIPE Agreement") with a syndicate of investors ("the PIPE Investors"), where we agreed to, among other things, enter into a related Registration Rights Agreement ("RRA") in connection with the issuance and sale, in a private placement, of the following securities to the PIPE Investors for gross proceeds of approximately $24.0 million:2,210,866 shares of our common stock and pre-funded warrants to purchase up to 1,453,753 of our common stock at an exercise price of approximately $0.0014 per share. The purchase price forone share of common stock or pre-funded warrant was approximately $6.57. The pre-funded warrants became exercisable 21 days after we filed the Definitive Information Statement on Schedule 14C on June 2, 2025 regarding stockholder approval of the issuance of shares subject to pre-funded warrants in accordance with Nasdaq listing requirements. The exercise price and number of pre-funded warrant shares issuable upon exercise of the pre-funded warrant are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. The pre-funded warrants may be exercised, in whole or in part, at any time by means of a “cashless exercise". As of June 30, 2025,1.3 million warrants were exercised and 135.8 thousand were outstanding.

Underwriter Warrants

In connection with our initial public offering, we granted an aggregate of 8,830 warrants to purchase common stock to the underwriters at an exercise price of $35.20, which was equal to 110% of the offering price. The warrants were exercisable from January 25, 2024 until July 24, 2028. These warrants have all been exercised as of June 30, 2025.

EQUITY LINE OF CREDIT

On June 11, 2025, we entered into an Equity Line of Credit Agreement ("ELOC") with RK Capital ("RK"), under which RK has agreed to purchase, from time to time, up to an aggregate of $1.0 billion ("Initial Commitment") of our common stock over the term of the agreement. Subject to certain conditions the Initial Commitment may be increased to $5.0 billion. In connection with the ELOC, we agreed to pay a commitment fee of $12.5 million, over a twelve month period, in the form of common stock. As of June 30, 2025, we did not sell any common stock related to the ELOC. See Note 16—Subsequent Events for discussion on activity that occurred after the balance sheet date under the ELOC.

REGISTRATION STATEMENT AND AT-MARKET-OFFERING

During the second quarter 2025, we issued approximately 184.7 thousand shares of common stock for $12.4 million, under a registration statement and an at-market-offering agreement from August 2024.

NOTE 11—SHARE-BASED COMPENSATION

We maintain two share-based compensation plans, which combined authorize us to grant up to 3.5 million shares under which incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other awards may be granted to employees, directors or consultants. Shares under the plan may either be unissued shares or reacquired shares. Options to purchase shares of common stock have exercise prices equal to the fair market value of the shares as of the grant date and are exercisable in installments over the respective vesting period as agreed to under the terms of the Options Agreement, typically between one to four years from the grant date. Share-based awards will be considered vested when the respective time vesting or performance criteria is met. Options have a maximum ten year term under both plans. All options will become vested prior to a change of control event as described under the terms of the plans. The 2023 Equity Incentive Plan contains an automatic share reserve increase clause which annually provides additional shares available to be issued under the plan.

In April 2025, previously granted options were fully vested as a result of the Company's change of control, see Note 1—Overview and Significant Accounting Policies for further discussion.

On April 9, 2025, the Board of Directors approved to increase the 2023 Plan to 3.5 million shares, which was subsequently approved by our shareholders.

SHARE-BASED COMPENSATION EXPENSE

The table below shows the total pre-tax share-based compensation expenses recorded for the periods presented:

STOCK OPTIONS

The table below shows activity related to stock options:

As of June 30, 2025, unrecognized pretax compensation of $1.8 million related to stock options will be recognized over a weighted average period of approximately 3.7 years.

RESTRICTED STOCK UNITS

The table below shows the activity for our restricted stock:

As of June 30, 2025, unrecognized pretax compensation of $2.4 million related to restricted stock units will be recognized over a weighted average period of approximately 3.8 years.

NOTE 12—INCOME TAXES

EFFECTIVE TAX RATE

Our effective tax rate for the three and six months ended June 30, 2025 was 7.2% and 7.6%, respectively, compared to an effective tax rate of 0.0% for thethree and six months ended June 30, 2024. The difference between our effective tax rate and the U.S. federal statutory rate of 21% was primarily due to the windfall with respect to share-based compensation expenses.

The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to ordinary income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Consistent with this approach, the Company is using the estimated annual effective tax rate (the "AETR") method to calculate taxes for the period ending June 30, 2025, and discretely recognizing specific events referred to as "discrete items" as they occur.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. Management reviewed our valuation allowances during the second quarter 2025 and determined to release all prior valuation allowances established.

TAX LEGISLATION

On July 4, 2025, the new U.S. tax legislation was signed into law (known as the "One Big Beautiful Bill Act" or "OBBBA") which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. We are currently evaluating the impact of the new legislation but we do not expect it to have a material impact on the results of operations.

NOTE 13—FAIR VALUE MEASUREMENTS

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:

Marketable Securities

In August 2024, we entered into a contract with one of our customers where we received common shares of the customer in exchange for our services. We initially recorded the common shares at the fair value of the contracted services and then subsequently remeasured at fair value as of each balance sheet date based on Level 1 inputs.

Contingent Consideration

The fair value of the contingent consideration related to the 2023 Groundbreaker acquisition was determined based on Level 3 inputs using an industry revenue growth rate of 1%, revenue volatility of 148% and a discount rate of 13.9% over thethree year term. Significant increases or decreases in any of these inputs may significantly fluctuate the fair value. Changes in the fair value of our contingent consideration is reflected in our results of operations in the period in which they are known. For thesix months ended June 30, 2025, we recorded $64.3 thousand in fair values changes due to lower adjusted revenue targets based on revised forecasts and historical results.

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A NONRECURRING BASIS

In addition to assets and liabilities that are recorded at fair value on a recurring basis, under the ASC 820 framework, we are also required to record assets and liabilities at fair value on a nonrecurring basis for items such as acquisitions, impairment testing on property and equipment and intangible assets.

Property and Equipment

During the second quarter 2025, we determined that our property and equipment was impaired and recognized a charge of $50.5 thousand. See Note 7—Property and Equipment, net, for further discussion.

Convertible Notes and Warrants

The fair value of the previously mentioned convertible notes was determined based on Level 2 and Level 3 inputs in the Monte Carlo simulation model. These significant assumptions and inputs included the Company's beginning market capitalization and stock price, a risk-free rate of 3.61% and a volatility rate of 70.1%. Based on these inputs the determined fair value of the convertible notes was approximately $34.1 million, resulting in a discount on the convertible notes of $7.9 million. See Note 9—Debt for further discussion.

Warrants issued in connection with the convertible notes were recorded at fair value and determined using the Black-Scholes Option model, which uses Level 2 inputs and assumptions. These inputs included thefive year expiration term, a volatility rate of 70.0% and a risk-free rate of 3.65%. Based on these inputs the determined fair value of the warrants was approximately $7.9 million. See Note 9—Debt and Note 10—Stockholders' Equity for further discussion.

OTHER FINANCIAL INSTRUMENTS

The carrying value of our cash and cash equivalents, accounts receivable and accounts payable approximates fair value as of June 30, 2025 and December 31, 2024, respectively, due to the short-term nature of these instruments.

NOTE 14—COMMITMENTS AND CONTINGENCIES

LITIGATION AND REGULATORY

We may become subject to legal proceedings, regulatory investigations and claims that arise in the ordinary course of business. If this occurs we will review each proceeding, investigation and claim on a case by case basis and determine the probability of losses after considering, among other things, opinions and views of legal counsel and outcomes of similar cases and circumstances, there is significant judgment in making these estimates and actual results may differ significantly from these estimates.

COMMITMENTS

Lease Commitments

In February 2022, the Company entered into a lease agreement for office space in Boca Raton, Florida. The lease, as amended, commenced on April 1, 2022, and expires on March 1, 2026, with monthly base rent ranging from approximately $4.0 thousand to $5.0 thousand. The lease required a deposit of approximately $7.0 thousand, which is included in other assets in the Condensed Consolidated Balance Sheets. Upon lease commencement, the Company recognized a right of use asset and liability of approximately $143.0 thousand using a discount rate of 6.0%. The following is a summary of future annual minimum lease payments as of June 30, 2025:

Lease expense was approximately $31.0 thousand and $23.0 thousand for thethree months ended June 30, 2025 and 2024, and $44.0 thousand and $46.0 thousand for thesix months ended June 30, 2025 and 2024, respectively.

NOTE 15—RELATED PARTY TRANSACTIONS

As previously disclosed in Note 6—Acquisitions, we entered into an Asset Purchase Agreement with Solsync Solutions Partnership, owned by our Chief Operating Officer, where we acquiredtwo validator nodes for total consideration, including transaction-related costs, of $3.6 million.

NOTE 16—SUBSEQUENT EVENTS

We have evaluated events and transactions that occurred after the balance date through August 13, 2025, the date the condensed consolidated financial statements were available to be issued, we concluded the following events required disclosure to the Notes to the Condensed Consolidated Financial Statements.

CONVERTIBLE SENIOR NOTES

On July 7, 2025, we issued $112.5 million in aggregate principal amount, in a private offering, of 5.5% convertible senior notes due 2030 ("2030 Notes"). The 2030 Notes bear interest at an annual rate of 5.5% and is calculated based on a 360-day year, payable semiannually in arrears. The 2030 Notes mature on July 1, 2030, unless we redeem or the notes are converted according to the terms of the agreement. In connection with the issuance of the 2030 Notes, we entered into an indenture with respect to the 2030 Notes with U.S. Bank Trust Company, National Association, as trustee. We received $108.1 million in net proceeds, of which approximately $75.6 million was used to repurchases shares of the Company's common stock in the form of a prepaid forward stock purchase transaction with the remaining used for general corporate purposes, including the acquisition of SOL.

On July 9, 2025, the initial purchasers of the private offering exercised the right to purchase additional 2030 Notes, as granted under the terms of the private offering, resulting in an additional issuance of $10.0 million in aggregate principal amount of the 2030 Notes. We received $9.7 million in net proceeds which was used for general corporate purposes, including the acquisition of SOL.

MASTER LOAN AGREEMENT

On July 25, 2025, we entered into a master loan agreement with BitGo Hong Kong Limited, which enables us to borrow digital assets or cash from time to time. Contemporaneously with the master loan agreement we entered into a loan request for 75,000 Solana with a maturity date of November 25, 2025, and with a loan fee amount of 12.5% per annum. The loan is collateralized by our treasury assets (including SOL) at a 250% collateral level and a margin call level of 200%.

BOARD OF DIRECTORS

In July 2025, the Board of Directors extended the term of its current Independent Director, Zachary Tai from July 10, 2025 until the next annual meeting of stockholders and his successor is duly elected or qualified, or until his death, resignation or removal. The Board also approved a compensation cash retainer in the amount of $8.0 thousand per quarter for Zachary Tai and $17.0 thousand for William Caragol, effective from the time of his initial appointment on April 4, 2025. The Board also approved a restricted stock issuance of 2,500 shares to Zachary Tai on July 31, 2025, which vested upon issuance.

ELOC

We issued 2.2 million shares of common stock for approximately $47.6 million under our ELOC agreement and issued 124.5 thousand shares representing two months of commitment fee payments.

CONVERTIBLE NOTES AND PRE-FUNDED WARRANTS

We issued 1.1 million shares of common stock upon the conversion of $11.1 million of convertible notes and 135.8 thousand shares of common stock related to pre-funded warrants exercises.

SOL PURCHASES

We made various purchases of SOL totaling approximately $101.2 million.