Item 1B. Unresolved Staff Comments
Item
1B. Unresolved Staff Comments
Not
applicable.
Item
1C. Cybersecurity
Risk
Management and Strategy
We
recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information
systems and protect the confidentiality, integrity, and availability of our data.
Managing
Material Risks & Integrated Overall Risk Management
We
have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture
of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making
processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business
objectives and operational needs. In the past year we have implemented more stringent email monitoring and contracted with managed services
companies.
We
face risks from cybersecurity threats that could have a material adverse effect on our business, financial condition, results of operations,
cash flows or reputation. We acknowledge that the risk of cyber incidents is prevalent in the current threat landscape and that a future
cyber incident may occur in the normal course of business. The Company has not identified risks from known cybersecurity threats, including
as a result of any prior cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including
our operations, business strategy, financial condition, results of operations, or cash flows. We proactively seek to detect and investigate
unauthorized attempts and attacks against IT assets, data, and services, and to prevent their occurrence and recurrence where practicable;
however, potential vulnerabilities to known or unknown threats will still remain. Further, there is increasing regulation regarding responses
to cybersecurity incidents, including reporting to regulators, investors, and additional stakeholders, which could subject the Company
to additional liability and reputational harm. In response to such risks, we have implemented initiatives such as implementation of the
cybersecurity risk assessment process and development of an incident response plan.
Storage
of our digital assets in our Solana Treasury Strategy
The
Company utilizes independent third-party custodians for the safekeeping of its digital assets held in treasury. The Company maintains
relationships with multiple custodians in order to mitigate operational, counterparty, and concentration risk and may expand these relationships
as its treasury holdings increase. Custodial accounts are established in the name of the Company, and assets are segregated in accounts
owned by the Company. Access to these accounts is monitored and controlled by the Company, and authorized asset management personnel
are granted access subject to established internal controls. Transfers of assets between wallets require multi-person authorization,
and additional controls apply to any movement of assets outside of custodial control.
The
custodians generally operate through regulated trust entities subject to oversight by applicable state regulatory authorities and
maintain their own insurance coverage. In addition to long-term custody arrangements, the Company utilizes institutional custodial
platforms to facilitate the acquisition and trading of digital assets. These arrangements are governed by standard institutional
agreements and are generally terminable by either party in accordance with their terms. Fees are typically based on assets under
custody, trading volume, and services utilized. Custodial relationships may be suspended or terminated under certain circumstances,
including breach of applicable agreements, violations of account use policies, changes in applicable law or regulation, governmental
proceedings, insolvency events, or prolonged account inactivity.
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The
custodians generally maintain insurance policies covering certain risks, including loss, theft, and misuse of assets, subject to
policy limits and conditions. Such insurance coverage may not be sufficient to cover the total loss of all digital assets held in
custody. The Company may also maintain additional insurance coverage; however, there can be no assurance that any insurance coverage
will be adequate to protect against all potential losses.
Digital
assets are subject to significant market volatility. Management regularly reviews account balances and the total value held with each
custodian and may reallocate holdings among multiple custodians and accounts as part of its risk management strategy. The Company does
not utilize self-custody solutions for its treasury assets.
Private
keys are generally generated and maintained by the custodians through formalized key generation procedures conducted in secure,
offline environments designed to mitigate the risk of unauthorized access, technical error, or external compromise. These processes
incorporate segregation of duties, multi-person controls, oversight, validation procedures, and documented approvals. A substantial
majority of the Company’s digital assets are maintained in cold storage. The Company may manage allocations between cold and
hot wallets through custodial interfaces; however, substantially all treasury assets are maintained in cold storage.
Cold
storage facilities are generally geographically distributed and secured through multiple layers of physical and operational
safeguards, including continuous on-site security, video surveillance, alarm systems, hardened infrastructure, and strict access
controls requiring multi-person authorization and multi-factor authentication. The locations of such facilities are confidential and
may change at the custodian’s discretion. Transfers from cold to hot storage require physical access to secure facilities,
multiple levels of approval, and integrity verification procedures. Private keys are not removed from secure devices or cold storage
environments during transaction processing. Custodians also maintain geographically dispersed, cryptographically segmented backups
of private keys, such that reconstruction of any single key requires access to multiple secure locations.
The
custodians generally maintain independent third-party audit reports, including SOC examinations, which the Company reviews, and the
Company receives periodic bridge reports to confirm that relevant control environments remain in place. As part of its ongoing risk
management process, the Company periodically evaluates and approves qualified custodians for treasury use and may onboard additional
custodians. The Company incurs custody, storage, staking, and transaction fees in connection with these services. Custodial
agreements generally have multi-year terms and may be terminated upon advance notice, subject to payment of outstanding fees and, in
certain cases, additional notice-period fees.
Oversee
Third-party Risk
Because
we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage
these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring
to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers
and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents
originating from third-parties but may not successfully prevent all potential incidents or mitigate all risk from such incidents.
Risks
from Cybersecurity Threats
We
have not encountered cybersecurity challenges that have materially impaired our operations or financial standing. However, as discussed
under “Risk Factors” in Part I, Item 1A of this report, cybersecurity threats pose multiple and potentially material risks
to the Company, including potentially to the Company’s results of operations and financial condition. The Company relies extensively
on information technology systems and could face cybersecurity risk. As cybersecurity threats become more frequent, sophisticated, and
coordinated, it is reasonably likely that the Company may expend greater resources to continue to modify and enhance protective measures
against such security risks.
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Item
2. Properties
Description
of Property
We
lease office space, on a month-to-month basis, at 105 Maxess Road, Melville, New York 11747. Our monthly rent is $233.