What changed in this filing

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Item 1. Financial Statements

2023-11-08 compared with 2023-08-04 · 1155 added, 703 removed, 429 unchanged (81% of the section changed)

4 unchanged sentences

(In Thousands, Except Per Share Amounts)

September 30,

Current assets:

Cash and cash equivalents (Note 3)

Financial instruments owned, at fair value (including $ 38,451 and $ 25,283 invested in WisdomTree products at June 30, 2023 and

December 31, 2022, respectively) (Note 5)

receivable (including $ 32,642 and $ 24,139 due from related parties at June 30, 2023 and December 31, 2022, respectively)

Financial instruments owned, at fair value (including $ 54,259 and $ 25,283 invested in WisdomTree products at September 30, 2023 and December 31, 2022, respectively) (Note 5)

Accounts receivable (including $ 32,315 and $ 24,139 due from related parties at September 30, 2023 and December 31, 2022, respectively)

Prepaid expenses

Income taxes receivable

Other current assets

13 unchanged sentences

Compensation and benefits payable

Income taxes payable

Operating lease liabilities (Note 12)

Convertible notes—current (Note 10)

Deferred consideration—gold payments (Note 9)

Income taxes payable

Deferred consideration—gold payments

Accounts payable and other liabilities

1 unchanged sentence

Convertible notes (Note 10)

Deferred consideration—gold payments (Note 9)

Deferred consideration—gold payments

Operating lease liabilities (Note 12)

Other noncurrent liabilities (Note 20)

Other noncurrent liabilities

Total liabilities

Preferred stock—Series A Non-Voting

Convertible, par value $ 0.01 ;

Preferred stock—Series A Non-Voting Convertible, par value $ 0.01 ;

14.750 shares authorized, issued and outstanding;

redemption value of

$ 103,480 and $ 77,969 at June 30, 2023 and December 31, 2022, respectively) (Note 11)

redemption value of $ 105,090 and $ 77,969 at September 30, 2023 and December 31, 2022, respectively) (Note 11)

Contingencies (Note 13)

2 unchanged sentences

2,000 shares authorized

Preferred stock—Series C Non-Voting

Convertible, par value $ 0.01 ;

Preferred stock—Series C Non-Voting Convertible, par value $ 0.01 ;

13.087 shares authorized, issued and outstanding

2 unchanged sentences

issued and outstanding:

150,343 and 146,517 at June 30, 2023 and December 31,

2022, respectively

Additional paid-in

150,335 and 146,517 at September 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

Accumulated other comprehensive loss

2 unchanged sentences

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of these consolidated financial statements

WisdomTree, Inc.

The accompanying notes are an integral

part of these consolidated financial statements

and Subsidiaries

2 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating Revenues:

15 unchanged sentences

Interest expense

Gain/(loss) on revaluation/termination of deferred consideration—gold payments (Note 9)

Gain on revaluation/termination of deferred

consideration—gold

payments (Note 9)

Interest income

Impairments (Note 7)

Loss on extinguishment of convertible notes (Note 10)

Other gains and losses, net

Income/(loss) before income taxes

Loss on extinguishment of convertible notes

Other losses, net

Income before income taxes

Income tax expense/(benefit)

Net income/(loss)

Earnings/(loss) per share—basic

Earnings/(loss) per share—diluted

Earnings per share—basic

Earnings per share—diluted

Weighted-average common shares—basic

1 unchanged sentence

Cash dividends declared per common share

The accompanying notes are an integral part of these consolidated financial statements

The accompanying notes are an integral

part of these consolidated financial statements

WisdomTree, Inc.

and Subsidiaries

Consolidated Statements of Comprehensive Income/(Loss)

Consolidated Statements of Comprehensive Income

(In Thousands)

Three Months Ended

Six Months Ended

Net income/(loss)

Other comprehensive income/(loss)

September 30,

Nine Months Ended

September 30,

Other comprehensive loss

Foreign currency translation adjustment, net of income taxes

Other comprehensive income/(loss)

Comprehensive income/(loss)

The accompanying notes are an integral part of these consolidated financial statements

Other comprehensive loss

Comprehensive income

The accompanying notes are an integral

part of these consolidated financial statements

WisdomTree, Inc.

and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Changes in Stockholders’

(In Thousands)

For the Three Months Ended June 30, 2023

For the Three Months Ended September 30, 2023

Preferred Stock

Comprehensive

Balance—April 1, 2023

Shares issued in connection with termination of the deferred consideration—gold payments obligation, net of issuance costs (Note 9)

Restricted stock issued and vesting of restricted stock units, net

Shares issued in connection with convertible notes that matured on June 15, 2023 (Note 10)

Balance—July 1, 2023

Shares repurchased

Restricted stock issued and vesting of restricted stock units, net

Stock-based compensation

Other comprehensive income

Balance—June 30, 2023

For the Three Months Ended June 30, 2022

Preferred Stock

Other comprehensive loss

Balance—September 30, 2023

For the Three Months Ended September 30, 2022

Series C Preferred

Comprehensive

Income/(Loss)

Balance—April 1, 2022

Restricted stock issued and vesting of restricted stock units, net

Deficit)/Retained

Balance—July 1, 2022

Restricted stock

issued and vesting of restricted stock units, net

Shares repurchased

Stock-based compensation

Other comprehensive loss

Balance—June 30, 2022

The accompanying notes are an integral part of these consolidated financial statements

Balance—September 30, 2022

The accompanying notes are an integral

part of these consolidated financial statements

WisdomTree, Inc.

and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Continued)

Consolidated Statements of Changes in Stockholders’

Equity (Continued)

(In Thousands)

For the Six Months Ended June 30, 2023

Series C Preferred

For the Nine Months Ended September 30, 2023

Comprehensive

Balance—January 1, 2023

Shares issued in connection with termination of the deferred consideration—gold payments obligation, net of issuance costs (Note 9)

Shares issued in connection with termination

of the deferred consideration—gold payments obligation, net of issuance costs (Note 9)

Restricted stock issued and vesting of restricted stock units, net

Shares issued in connection with convertible notes that matured on June 15, 2023 (Note 10)

Shares issued in connection with convertible

notes that matured on June 15, 2023 (Note 11)

Shares repurchased

Stock-based compensation

Other comprehensive income

Balance—June 30, 2023

For the Six Months Ended June 30, 2022

Series C Preferred

Other comprehensive loss

Balance—September 30, 2023

For the Nine Months Ended September 30, 2022

Comprehensive

Income/(Loss)

Deficit)/Retained

Balance—January 1, 2022

3 unchanged sentences

Other comprehensive loss

Balance—June 30, 2022

The accompanying notes are an integral part of these consolidated financial statements

Balance—September 30, 2022

The accompanying notes are an integral

part of these consolidated financial statements

WisdomTree, Inc.

2 unchanged sentences

(In Thousands)

Six Months Ended

Cash flows from operating activities:

Net income/(loss)

Adjustments to reconcile net income/(loss) to net cash provided by operating activities:

(Gain)/loss on revaluation/termination of deferred consideration—gold payments

Nine Months Ended

September 30,

flows from operating activities:

Adjustments to

reconcile net income to net cash provided by operating activities:

Gain on revaluation/termination of deferred consideration—gold payments

Advisory and license fees paid in gold, other precious metals and cryptocurrency

Loss on extinguishment of convertible notes

Stock-based compensation

Loss on extinguishment of convertible notes

Contractual gold payments

Deferred income taxes

Amortization of issuance costs—convertible notes

(Gains)/losses on financial instruments owned, at fair value

Deferred income taxes

Losses on investments

Losses on financial instruments owned, at fair value

Amortization of right of use asset

Depreciation and amortization

Changes in operating assets and liabilities:

Changes in operating

assets and liabilities:

Accounts receivable

8 unchanged sentences

Net cash provided by operating activities

Cash flows from investing activities:

flows from investing activities:

Purchase of financial instruments owned, at fair value

5 unchanged sentences

Receipt of contingent consideration – Sale of Canadian ETF business

Proceeds from held-to-maturity

securities maturing or called prior to maturity

Proceeds from held-to-maturity securities maturing or called prior to maturity

Net cash provided by/(used in) investing activities

Cash flows from financing activities:

Repurchase and maturity of convertible notes (Note 10)

flows from financing activities:

Repurchase and maturity of convertible notes

Termination of deferred consideration—gold payments

Dividends paid

Issuance costs—Convertible notes

Shares repurchased

Issuance costs—Convertible notes

Issuance costs—Series C Preferred Stock

Proceeds from the issuance of convertible notes (Note 10)

Proceeds from the issuance

of convertible notes (Note 10)

Net cash used in financing activities

Increase/(decrease) in cash flow due to changes in foreign exchange rate

Decrease in cash flow due to changes in foreign exchange rate

Net decrease in cash and cash equivalents

1 unchanged sentence

Cash and cash equivalents—end of period

Supplemental disclosure of cash flow information:

disclosure of cash flow information:

Cash paid for income taxes

Cash paid for interest

WisdomTree, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(In Thousands)

INVESTING AND FINANCING ACTIVITIES

NON-CASH INVESTING AND FINANCING ACTIVITIES

On May 10, 2023, the Company issued

13.087 shares of Series C Non-Voting Convertible Preferred Stock (valued at $

86,898 ) in connection with the termination of its deferred consideration—gold payments obligation.

See Notes 9 and 11 for additional information.

15, 2023, the Company issued 1,037 shares of common stock (as the conversion option was in the money) in connection with the maturity of $ 60,000 aggregate principal amount of 4.25 % Convertible Senior Notes.

The accompanying notes are an integral part of these consolidated financial statements

13.087 shares of Series C Non-Voting Convertible Preferred Stock (valued at $86,898) in connection with the termination of its deferred

consideration—gold payments obligation.

See Notes 9 and 11

for additional information.

On June 15, 2023, the Company issued

1,037 shares of common stock (as the conversion option was in the money) in connection with the maturity of $60,000 aggregate principal

amount of 4.25% Convertible Senior Notes.

The accompanying notes are an integral

part of these consolidated financial statements

WisdomTree, Inc.

3 unchanged sentences

Organization and Description of Business

WisdomTree, Inc., through its global subsidiaries (collectively, “WisdomTree” or the “Company”), is a global financial innovator, offering a well-diversified suite of exchange-traded products (“ETPs”), models and solutions.

Building on its heritage of innovation, the Company is also developing and has recently launched next-generation digital products and structures, including digital or blockchain-enabled mutual funds (“Digital Funds”) and tokenized assets, as well as its blockchain-native digital wallet, WisdomTree Prime ™

The Company has the following wholly-owned operating subsidiaries:

WisdomTree, Inc., through its global subsidiaries

(collectively, “WisdomTree” or the “Company”), is a global financial innovator, offering a well-diversified suite

of exchange-traded products (“ETPs”), models and solutions.

Building on its heritage of innovation, the Company is also developing

and has recently launched next-generation digital products and structures, including digital or blockchain-enabled mutual funds (“Digital

Funds”) and tokenized assets, as well as its blockchain-native digital wallet, WisdomTree Prime™.

The Company has the following

wholly-owned operating subsidiaries:

● WisdomTree Asset Management, Inc.

is a New York based investment adviser registered with the SEC, providing investment advisory and other management services to the WisdomTree Trust (“WTT”) and WisdomTree exchange-traded funds (“ETFs”).

The WisdomTree ETFs are issued in the U.S.

WTT is a non-consolidated

Delaware statutory trust registered with the SEC as an open-end

is a New York based investment adviser registered with the SEC, providing investment advisory

and other management services to the WisdomTree Trust (“WTT”) and WisdomTree exchange-traded funds (“ETFs”).

WisdomTree ETFs are issued in the U.S.

WTT is a non-consolidated Delaware statutory trust registered with the SEC as an open-end

management investment company.

The Company has licensed to WTT the use of certain of its own indexes on an exclusive basis for the WisdomTree ETFs in the U.S.

WisdomTree Management Jersey Limited

(“ManJer”) is a Jersey based management company providing management services to seven issuers (the “ManJer Issuers”) in respect of the ETPs issued and listed by the ManJer Issuers covering commodity, currency, cryptocurrency and leveraged-and-inverse

WisdomTree Multi Asset Management Limited

(“WTMAML”) is a Jersey based management company providing management services to WisdomTree Multi Asset Issuer PLC (“WMAI”) in respect of the ETPs issued by WMAI.

WMAI is a non-consolidated

public limited company domiciled in Ireland.

WisdomTree Management Limited

(“WML”) is an Ireland based management company providing management services to WisdomTree Issuer ICAV (“WTICAV”) in respect of the WisdomTree UCITS ETFs issued by WTICAV.

WTICAV is a non-consolidated

public limited company domiciled in Ireland.

WisdomTree UK Limited

(“WTUK”) is a U.K.

based company registered with the Financial Conduct Authority currently providing distribution and support services to ManJer, WTMAML and WML.

WisdomTree Europe Limited

The Company has licensed to WTT the use of certain of its own indexes on an exclusive basis for the WisdomTree

ETFs in the U.S.

● WisdomTree Management Jersey Limited (“ManJer”) is a Jersey based management company providing management services

to seven issuers (the “ManJer Issuers”) in respect of the ETPs issued and listed by the ManJer Issuers covering commodity,

currency, cryptocurrency and leveraged-and-inverse strategies.

● WisdomTree Multi Asset Management Limited (“WTMAML”) is a Jersey based management company providing management

services to WisdomTree Multi Asset Issuer PLC (“WMAI”) in respect of the ETPs issued by WMAI.

WMAI is a non-consolidated public

limited company domiciled in Ireland.

● WisdomTree Management Limited (“WML”) is an Ireland based management company providing management services to WisdomTree

Issuer ICAV (“WTICAV”) in respect of the WisdomTree UCITS ETFs issued by WTICAV.

WTICAV is a non-consolidated public limited

company domiciled in Ireland.

● WisdomTree UK Limited (“WTUK”) is a U.K.

based company registered with the Financial Conduct Authority currently

providing distribution and support services to ManJer, WTMAML and WML.

● WisdomTree Europe Limited is a U.K.

based company which is the legacy distributor of the WMAI ETPs and WisdomTree UCITS ETFs.

These services are now provided directly by WTUK.

WisdomTree Europe Limited is no longer regulated and does not provide any regulated services.

WisdomTree Ireland Limited

is an Ireland based company authorized by the Central Bank of Ireland providing distribution services to ManJer, WTMAML and WML.

WisdomTree Digital Commodity Services, LLC

is a New York based company that has been formed to serve as the sponsor of the WisdomTree Bitcoin Trust and WisdomTree Ethereum Trust, each an ETF currently under review with the SEC.

WisdomTree Europe Limited is no longer regulated and does not provide any regulated

● WisdomTree Ireland Limited is an Ireland based company authorized by the Central Bank of Ireland providing distribution services

to ManJer, WTMAML and WML.

● WisdomTree Digital Commodity Services, LLC is a New York based company that has been formed to serve as the sponsor of the

WisdomTree Bitcoin Trust and WisdomTree Ethereum Trust, each an ETF currently under review with the SEC.

● WisdomTree Digital Management, Inc.

(“WT Digital Management”) is a New York based investment adviser registered with the SEC, providing investment advisory and other management services to the WisdomTree Digital Trust (“WTDT”) and WisdomTree Digital Funds.

(“WT Digital Management”) is a New York based investment adviser registered

with the SEC, providing investment advisory and other management services to the WisdomTree Digital Trust (“WTDT”) and WisdomTree

Digital Funds.

The WisdomTree Digital Funds are issued in the U.S.

WTDT is a non-consolidated

Delaware statutory trust registered with the SEC as an open-end

management investment company.

Each Digital Fund uses blockchain technology to maintain a secondary record of its shares on one or more blockchains (e.g., Stellar or Ethereum), but does not directly or indirectly invest in any assets that rely on blockchain technology, such as cryptocurrencies.

WTDT is a non-consolidated Delaware statutory trust registered

with the SEC as an open-end management investment company.

Each Digital Fund uses blockchain technology to maintain a secondary record

of its shares on one or more blockchains (e.g., Stellar or Ethereum), but does not directly or indirectly invest in any assets that rely

on blockchain technology, such as cryptocurrencies.

WisdomTree Digital Movement, Inc .

is a New York based company operating as a money services business registered with the Financial Crimes Enforcement Network and seeking state money transmitter licenses to operate a platform for the purchase, sale and exchange of digital assets, while also providing digital wallet services through WisdomTree Prime ™

to facilitate such activity.

(“WT Digital Movement”) is a New York based company operating as a money services

business registered with the Financial Crimes Enforcement Network.

WT Digital Movement has obtained and is seeking additional state money

transmitter licenses to operate a platform for the purchase, sale and exchange of tokenized assets, while also providing digital wallet

services through WisdomTree Prime™, a blockchain-native digital wallet, to facilitate such activity.

● WisdomTree Securities, Inc .

is a New York based limited purpose broker-dealer (i.e., mutual fund retailer), facilitating transactions in WisdomTree Digital Funds.

is a New York based limited purpose broker-dealer (i.e., mutual fund retailer), facilitating transactions

in WisdomTree Digital Funds.

● WisdomTree Transfers, Inc.

is a New York based transfer agent registered with the SEC, providing transfer agency services for the Digital Funds.

The transfer agent maintains the official record of share ownership in book entry form and reconciles the official record with the secondary record of ownership of shares on one or more blockchains.

is a New York based transfer agent registered with the SEC, providing transfer agency services

for the Digital Funds.

The transfer agent maintains the official record of share ownership in book entry form and reconciles the official

record with the secondary record of ownership of shares on one or more blockchains.

Significant Accounting Policies

Basis of Presentation

These consolidated financial statements have been prepared in conformity with U.S.

generally accepted accounting principles (“GAAP”) and in the opinion of management reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of financial condition, results of operations, and cash flows for the periods presented.

The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries.

These consolidated financial statements have

been prepared in conformity with U.S.

generally accepted accounting principles (“GAAP”) and in the opinion of management

reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of financial condition, results

of operations, and cash flows for the periods presented.

The consolidated financial statements include the accounts of the Company’s

wholly-owned subsidiaries.

All intercompany accounts and transactions have been eliminated in consolidation.

Consolidation

The Company consolidates entities in which it has a controlling financial interest.

The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”).

The usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest.

If the Company has a majority voting interest in a VOE, the entity is consolidated.

The Company has a controlling financial interest in a VIE when the Company has a variable interest that provides it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company reassesses its evaluation of whether an entity is a VOE or VIE when certain reconsideration events occur.

The Company consolidates entities in which it

has a controlling financial interest.

The Company determines whether it has a controlling financial interest in an entity by first evaluating

whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”).

The usual condition

for a controlling financial interest in a VOE is ownership of a majority voting interest.

If the Company has a majority voting interest

in a VOE, the entity is consolidated.

The Company has a controlling financial interest in a VIE when the Company has a variable interest

that provides it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance

and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant

The Company reassesses its evaluation of whether

an entity is a VOE or VIE when certain reconsideration events occur.

Segment and Geographic Information

The Company, through its subsidiaries in the U.S.

and Europe, conducts business as a single operating segment as an ETP sponsor and asset manager which is based upon the Company’s current organizational and management structure, as well as information used by the chief operating decision maker to allocate resources and other factors.

The Company, through its subsidiaries in the

and Europe, conducts business as a single operating segment as an ETP sponsor and asset manager which is based upon the Company’s

current organizational and management structure, as well as information used by the chief operating decision maker to allocate resources

and other factors.

Foreign Currency Translation

Assets and liabilities of subsidiaries whose functional currency is not the U.S.

Assets and liabilities of subsidiaries whose

functional currency is not the U.S.

dollar are translated based on the end of period exchange rates from local currency to U.S.

Results of operations are translated at the average exchange rates in effect during the period.

The impact of the foreign currency translation adjustment is included in the Consolidated Statements of Comprehensive Income/(Loss) as a component of other comprehensive (loss)/income.

The impact of the foreign currency translation

adjustment is included in the Consolidated Statements of Comprehensive Income as a component of other comprehensive loss.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet dates and the reported amounts of revenues and expenses for the periods presented.

Actual results could differ materially from those estimates.

The preparation of the Company’s consolidated

financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities as of the balance sheet dates and the reported amounts of revenues and expenses for the periods presented.

results could differ materially from those estimates.

Revenue Recognition

The Company earns substantially all of its revenue in the form of advisory fees from its ETPs and recognizes this revenue over time, as the performance obligation is satisfied.

Advisory fees are based on a percentage of the ETPs’ average daily net assets.

Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

The Company earns substantially all of its revenue

in the form of advisory fees from its ETPs and recognizes this revenue over time, as the performance obligation is satisfied.

fees are based on a percentage of the ETPs’ average daily net assets.

Progress is measured using the practical expedient under the

output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

Contractual Gold Payments

Contractual gold payments are measured and paid monthly based upon the average daily spot price of gold (Note 9).

The Company’s obligation to continue making these payments terminated on May 10, 2023.

Contractual gold payments are measured and paid

monthly based upon the average daily spot price of gold (Note 9).

The Company’s obligation

to continue making these payments terminated on May 10, 2023.

Marketing and Advertising

Marketing and advertising costs, including media advertising and production costs, are expensed when incurred.

Marketing and advertising costs, including media

advertising and production costs, are expensed when incurred.

Depreciation and Amortization

Depreciation and amortization is provided for using the straight-line method over the estimated useful lives of the related assets as follows:

Depreciation and amortization is provided for

using the straight-line method over the estimated useful lives of the related assets as follows:

Internally-developed software

The assets listed above are recorded at cost less accumulated depreciation and amortization.

The assets listed above are recorded at cost

less accumulated depreciation and amortization.

Stock-Based Awards

for stock-based compensation requires the measurement and recognition of compensation expense for all equity awards based on estimated fair values.

Stock-based compensation is measured based on the grant-date fair value of the award and is amortized over the relevant service period.

Forfeitures are recognized when they occur.

Accounting for stock-based compensation requires

the measurement and recognition of compensation expense for all equity awards based on estimated fair values.

Stock-based compensation

is measured based on the grant-date fair value of the award and is amortized over the relevant service period.

Forfeitures are recognized

when they occur.

Third-Party Distribution Fees

Company pays a percentage of its advisory fee revenues based on incremental growth in assets under management (“AUM”), subject to caps or minimums, to marketing agents to sell WisdomTree ETFs and for including WisdomTree ETFs on third-party customer platforms and recognizes these expenses as incurred.

The Company pays a percentage of its advisory

fee revenues based on incremental growth in assets under management (“AUM”), subject to caps or minimums, to marketing agents

to sell WisdomTree ETFs and for including WisdomTree ETFs on third-party customer platforms and recognizes these expenses as incurred.

Cash and Cash Equivalents

Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be classified as cash equivalents.

The Company maintains deposits with financial institutions in an amount that is in excess of federally insured limits.

The Company considers all highly liquid investments

with an original maturity of 90 days or less at the time of purchase to be classified as cash equivalents.

The Company maintains

deposits with financial institutions in an amount that is in excess of federally insured limits.

Accounts Receivable

receivable are customer and other obligations due under normal trade terms.

The Company measures credit losses, if any, by applying historical loss rates, adjusted for current conditions and reasonable and supportable forecasts to amounts outstanding using the aging method.

Accounts receivable are customer and other obligations

due under normal trade terms.

The Company measures credit losses, if any, by applying historical loss rates, adjusted for current conditions

and reasonable and supportable forecasts to amounts outstanding using the aging method.

Impairment of Long-Lived Assets

Company performs a review for the impairment of long-lived assets when events or changes in circumstances indicate that the estimated undiscounted future cash flows expected to be generated by the assets are less than their carrying amounts or when other events occur which may indicate that the carrying amount of an asset may not be recoverable.

Financial Instruments Owned and Financial Instruments Sold, but Not yet Purchased (at Fair Value)

instruments owned and financial instruments sold, but not yet purchased are financial instruments classified as either trading or available-for-sale

These financial instruments are recorded on their trade date and are measured at fair value.

All equity instruments that have readily determinable fair values are classified by the Company as trading.

Debt instruments are classified based primarily on the Company’s intent to hold or sell the instrument.

Changes in the fair value of debt instruments classified as trading and AFS are reported in other income/(expenses) and other comprehensive income, respectively, in the period the change occurs.

Debt instruments classified as AFS are assessed for impairment on a quarterly basis and an estimate for credit loss is provided when the fair value of the AFS debt instrument is below its amortized cost basis.

Credit-related impairments are recognized in earnings with a corresponding adjustment to the instrument’s amortized cost basis if the Company intends to sell the impaired AFS debt instrument or it is more likely than not the Company will be required to sell the instrument before recovering its amortized cost basis.

Other credit-related impairments are recognized as an allowance with a corresponding adjustment to earnings.

The Company performs a review for the impairment

of long-lived assets when events or changes in circumstances indicate that the estimated undiscounted future cash flows expected to be

generated by the assets are less than their carrying amounts or when other events occur which may indicate that the carrying amount of

an asset may not be recoverable.

Financial Instruments Owned and Financial Instruments Sold,

but Not yet Purchased (at Fair Value)

Financial instruments owned and financial instruments

sold, but not yet purchased are financial instruments classified as either trading or available-for-sale (“AFS”).

These financial

instruments are recorded on their trade date and are measured at fair value.

All equity instruments that have readily determinable fair

values are classified by the Company as trading.

Debt instruments are classified based primarily on the Company’s intent to hold

or sell the instrument.

Changes in the fair value of debt instruments classified as trading and AFS are reported in other income/(expenses)

and other comprehensive income, respectively, in the period the change occurs.

Debt instruments classified as AFS are assessed for impairment

on a quarterly basis and an estimate for credit loss is provided when the fair value of the AFS debt instrument is below its amortized

Credit-related impairments are recognized in earnings with a corresponding adjustment to the instrument’s amortized

cost basis if the Company intends to sell the impaired AFS debt instrument or it is more likely than not the Company will be required

to sell the instrument before recovering its amortized cost basis.

Other credit-related impairments are recognized as an allowance with

a corresponding adjustment to earnings.

Impairments resulting from noncredit-related factors are recognized in other comprehensive income.

Amounts recorded in other comprehensive income are reclassified into earnings upon sale of the AFS debt instrument using the specific identification method.

Amounts recorded in other comprehensive income are reclassified into earnings upon sale of the AFS debt instrument using the specific

identification method.

Securities Held-to-Maturity

Company accounts for certain of its securities as held-to-maturity

on a trade date basis, which are recorded at amortized cost.

For held-to-maturity

securities, the Company has the intent and ability to hold these securities to maturity and it is not more-likely-than-not

that the Company will be required to sell these securities before recovery of their amortized cost bases, which may be maturity.

Held-to-maturity

securities are placed on non-accrual

The Company accounts for certain of its securities

as held-to-maturity on a trade date basis, which are recorded at amortized cost.

For held-to-maturity securities, the Company has the

intent and ability to hold these securities to maturity and it is not more-likely-than-not that the Company will be required to sell these

securities before recovery of their amortized cost bases, which may be maturity.

Held-to-maturity securities are placed on non-accrual

status when the Company is in receipt of information indicating collection of interest is doubtful.

Cash received on held-to-maturity

securities placed on non-accrual

status is recognized on a cash basis as interest income if and when received.

Company reviews its portfolio of held-to-maturity

securities for impairment on a quarterly basis, recognizing an allowance, if any, by applying an estimated loss rate after consideration for the nature of collateral securing the financial asset as well as potential future changes in collateral values and historical loss information for financial assets secured with similar collateral.

in pass-through government-sponsored enterprises (“GSEs”) are determined to have an estimated loss rate of zero due to an implicit U.S.

securities placed on non-accrual status is recognized on a cash basis as interest income if and when received.

The Company reviews its portfolio of held-to-maturity

securities for impairment on a quarterly basis, recognizing an allowance, if any, by applying an estimated loss rate after consideration

for the nature of collateral securing the financial asset as well as potential future changes in collateral values and historical loss

information for financial assets secured with similar collateral.

Investments in pass-through government-sponsored

enterprises (“GSEs”) are determined to have an estimated loss rate of zero due to an implicit U.S.

government guarantee.

Company accounts for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed in Accounting Standards Codification (“ASC”) Topic 321, Investments – Equity Securities

(“ASC 321”), to the extent such investments are not subject to consolidation or the equity method.

Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the investee.

Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment.

in debt instruments are accounted for at fair value, with changes in fair value reported in other income/(expenses).

is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date.

The Company tests goodwill for impairment at least annually and at the time of a triggering event requiring re-evaluation,

if one were to occur.

Goodwill is considered impaired when the estimated fair value of the reporting unit that was allocated the goodwill is less than its carrying value.

If the estimated fair value of such reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of goodwill.

A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business for which discrete financial information is available and management regularly reviews the operating results of that component.

is allocated to the Company’s U.S.

The Company accounts for equity investments

that do not have a readily determinable fair value under the measurement alternative prescribed in Accounting Standards Codification (“ASC”)

Topic 321, Investments – Equity Securities (“ASC 321”), to the extent such investments are not subject to consolidation

or the equity method.

Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed

quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment

of the same issuer.

In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated

earnings of the investee.

Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost

of the investment.

Investments in debt instruments are accounted

for at fair value, with changes in fair value reported in other income/(expenses).

Goodwill is the excess of the purchase price

over the fair values of the identifiable net assets at the acquisition date.

The Company tests goodwill for impairment at least annually

and at the time of a triggering event requiring re-evaluation, if one were to occur.

Goodwill is considered impaired when the estimated

fair value of the reporting unit that was allocated the goodwill is less than its carrying value.

If the estimated fair value of such

reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying

amount of goodwill.

A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes

a business for which discrete financial information is available and management regularly reviews the operating results of that component.

Goodwill is allocated to the Company’s

business and European business components.

For impairment testing purposes, these components are aggregated as a single reporting unit as they fall under the same operating segment and have similar economic characteristics.

is assessed for impairment annually on November 30 th

When performing its goodwill impairment test, the Company considers a qualitative assessment, when appropriate, and a quantitative assessment using the market approach and its market capitalization when determining the fair value of the reporting unit.

For impairment testing purposes, these components are aggregated as a single reporting

unit as they fall under the same operating segment and have similar economic characteristics.

Goodwill is assessed for impairment annually

on November 30 th .

When performing its goodwill impairment test, the Company considers a qualitative assessment, when appropriate,

and a quantitative assessment using the market approach and its market capitalization when determining the fair value of the reporting

Intangible Assets

e-lived intangible assets are tested for impairment at least annually and are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Indefinite-lived intangible assets are impaired if their estimated fair values are less than their carrying values.

e-lived intangible assets, if any, are amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the Company.

These intangible assets are tested for impairment at the time of a triggering event, if one were to occur.

Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are less than their carrying amounts.

Company may rely on a qualitative assessment when performing its intangible asset impairment test.

Otherwise, the impairment evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets.

The annual impairment testing date for all of the Company’s intangible assets is November 30

Indefinite-lived intangible assets are tested

for impairment at least annually and are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying

amount of an asset may not be recoverable.

Indefinite-lived intangible assets are impaired if their estimated fair values are less than

their carrying values.

Finite-lived intangible assets, if any, are

amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly

to the future cash flows of the Company.

These intangible assets are tested for impairment at the time of a triggering event, if one were

Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are

less than their carrying amounts.

The Company may rely on a qualitative assessment

when performing its intangible asset impairment test.

Otherwise, the impairment evaluation is performed at the lowest level of reasonably

identifiable cash flows independent of other assets.

The annual impairment testing date for all of the Company’s intangible assets

is November 30 th .

Software Development Costs

development costs incurred after the preliminary project stage is complete are capitalized if it is probable that the project will be completed and the software will be used as intended.

Capitalized costs consist of employee compensation costs and fees paid to third parties who are directly involved in the application development efforts and are included in intangible assets, net in the Consolidated Balance Sheets.

Such costs are amortized over the estimated useful life of the software on a straight-line basis and are included in depreciation and amortization in the Consolidated Statements of Operations.

Software development costs incurred after the

preliminary project stage is complete are capitalized if it is probable that the project will be completed and the software will be used

Capitalized costs consist of employee compensation costs and fees paid to third parties who are directly involved in the

application development efforts and are included in intangible assets, net in the Consolidated Balance Sheets.

Such costs are amortized

over the estimated useful life of the software on a straight-line basis and are included in depreciation and amortization in the Consolidated

Statements of Operations.

Once the application development stage is complete, additional costs are expensed as incurred.

Company accounts for its lease obligations in accordance with ASC Topic 842, Leases

(“ASC 842”), which requires the recognition of both (i) a lease liability equal to the present value of the remaining lease payments and (ii) an offsetting right-of-use

The remaining lease payments are discounted using the rate implicit in the lease, if known, or otherwise the Company’s incremental borrowing rate.

After lease commencement, right-of-use

assets are assessed for impairment and otherwise are amortized over the remaining lease term on a straight-line basis.

These recognition requirements are not applied to short-term leases which are those with a lease term of 12 months or less.

Instead, lease payments associated with short-term leases are recognized as an expense on a straight-line basis over the lease term.

842 also provides a practical expedient which allows for consideration in a contract to be accounted for as a single lease component rather than allocated between lease and non-lease

The Company accounts for its lease obligations

in accordance with ASC Topic 842, Leases (“ASC 842”), which requires the recognition of both (i) a lease liability equal to

the present value of the remaining lease payments and (ii) an offsetting right-of-use asset.

The remaining lease payments are discounted

using the rate implicit in the lease, if known, or otherwise the Company’s incremental borrowing rate.

After lease commencement,

right-of-use assets are assessed for impairment and otherwise are amortized over the remaining lease term on a straight-line basis.

recognition requirements are not applied to short-term leases, which are those with a lease term of 12 months or less.

Instead, lease payments

associated with short-term leases are recognized as an expense on a straight-line basis over the lease term.

ASC 842 also provides a practical expedient

which allows for consideration in a contract to be accounted for as a single lease component rather than allocated between lease and non-lease

The Company has elected to apply this practical expedient to all lease contracts, where applicable.

Deferred Consideration—Gold Payments

consideration—gold payments represented the present value of an obligation to pay gold to a third party into perpetuity and was measured using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate (Note 9).

Changes in the fair value of this obligation were reported as gain/(loss) on revaluation/termination of deferred consideration—gold payments in the Consolidated Statements of Operations.

Deferred consideration—gold payments represented

the present value of an obligation to pay gold to a third party into perpetuity and was measured using forward-looking gold prices observed

on the CMX exchange, a selected discount rate and perpetual growth rate (Note 9).

in the fair value of this obligation were reported as gain on revaluation/termination of deferred consideration—gold payments in

the Consolidated Statements of Operations.

Convertible Notes

notes are carried at amortized cost, net of issuance costs.

The Company accounts for convertible instruments as a single liability (applicable to the convertible notes) or equity with no separate accounting for embedded conversion features unless the conversion feature meets the criteria for accounting under the substantial premium model or does not qualify for a derivative scope exception.

Interest expense is recognized using the effective interest method and includes amortization of issuance costs over the life of the debt.

Convertible notes are carried at amortized cost,

net of issuance costs.

The Company accounts for convertible instruments as a single liability (applicable to the convertible notes) or

equity with no separate accounting for embedded conversion features unless the conversion feature meets the criteria for accounting under

the substantial premium model or does not qualify for a derivative scope exception.

Interest expense is recognized using the effective

interest method and includes amortization of issuance costs over the life of the debt.

Contingencies

Company may be subject to reviews, inspections and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business.

The Company evaluates the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which it is a party and accrues a loss contingency when the loss is probable and reasonably estimable.

The Company may be subject to reviews, inspections

and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business.

The Company evaluates

the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which it is a party and accrues a loss contingency

when the loss is probable and reasonably estimable.

Contingent Payments

Company recognizes a gain on contingent payments when the contingency is resolved and the gain is realized.

The Company recognizes a gain on contingent

payments when the contingency is resolved and the gain is realized.

Earnings per Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period.

Net income available to common stockholders represents net income of the Company reduced by an allocation of earnings to participating securities.

The Series A non-voting

convertible preferred stock and Series C non-voting

convertible preferred stock (Note 11) and unvested stock-based equity awards that contain non-forfeitable

rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class

Stock-based equity awards that do not contain such rights are not deemed participating securities and are included in diluted shares outstanding (if dilutive).

EPS is calculated under the treasury stock method and the two-class

The calculation that results in the lowest diluted EPS amount for the common stock is reported in the Company’s consolidated financial statements.

The treasury stock method includes the dilutive effect of potential common shares including unvested stock-based awards, the Series A non-voting

convertible preferred stock, the Series C non-voting

convertible preferred stock and the convertible notes, if any.

Potential common shares associated with the Series A non-voting

convertible preferred stock, the Series C non-voting

convertible preferred stock and the convertible notes are computed under the if-converted

Potential common shares associated with the conversion option embedded in the convertible notes are dilutive when the Company’s average stock price exceeds the conversion price.

Company accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not

that some portion or all the deferred tax assets will not be realized.

positions are evaluated utilizing a two-step

The Company first determines whether any of its tax positions are more-likely-than-not

to be sustained upon examination, based solely on the technical merits of the position.

Once it is determined that a position meets this recognition threshold, the position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

The Company records interest expense and penalties related to tax expenses as income tax expense.

Global Intangible Low-Taxed

Income (“GILTI”) provisions of the Tax Reform Act requires the Company to include in its U.S.

income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets.

An accounting policy election is available to either account for the tax effects of GILTI in the period that is subject to such taxes or to provide deferred taxes for book and tax basis differences that upon reversal may be subject to such taxes.

The Company accounts for the tax effects of these provisions in the period that is subject to such tax.

based taxes are recorded as part of other liabilities and other expenses.

Basic earnings per share (“EPS”)

is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the

Net income available to common stockholders represents net income of the Company reduced by an allocation of earnings to participating

The Series A non-voting convertible preferred stock and Series C non-voting convertible preferred stock (Note 11)

and unvested stock-based equity awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid)

are participating securities and are included in the computation of EPS pursuant to the two-class method.

Stock-based equity awards that

do not contain such rights are not deemed participating securities and are included in diluted shares outstanding (if dilutive).

Diluted EPS is calculated under the treasury

stock method and the two-class method.

The calculation that results in the lowest diluted EPS amount for the common stock is reported

in the Company’s consolidated financial statements.

The treasury stock method includes the dilutive effect of potential common shares

including unvested stock-based awards, the Series A non-voting convertible preferred stock, the Series C non-voting convertible preferred

stock and the convertible notes, if any.

Potential common shares associated with the Series A non-voting convertible preferred stock,

the Series C non-voting convertible preferred stock and the convertible notes are computed under the if-converted method.

Potential common

shares associated with the conversion option embedded in the convertible notes are dilutive when the Company’s average stock price

exceeds the conversion price.

The Company accounts for income taxes using

the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial

and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not that

some portion or all the deferred tax assets will not be realized.

Tax positions are evaluated utilizing a two-step

The Company first determines whether any of its tax positions are more-likely-than-not to be sustained upon examination, based

solely on the technical merits of the position.

Once it is determined that a position meets this recognition threshold, the position is

measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

The Company records

interest expense and penalties related to tax expenses as income tax expense.

The Global Intangible Low-Taxed Income (“GILTI”)

provisions of the Tax Reform Act requires the Company to include in its U.S.

income tax return foreign subsidiary earnings in excess of

an allowable return on the foreign subsidiary’s tangible assets.

An accounting policy election is available to either account for

the tax effects of GILTI in the period that is subject to such taxes or to provide deferred taxes for book and tax basis differences that

upon reversal may be subject to such taxes.

The Company accounts for the tax effects of these provisions in the period that is subject

Non-income based taxes are recorded as part

of other liabilities and other expenses.

Cash and Cash Equivalents

the total cash and cash equivalents of $ 83,735 and $ 132,101 at June 30, 2023 and December 31, 2022, $ 82,683 and $ 131,104 , respectively, were held at two financial institutions.

At June 30, 2023 and December 31, 2022, cash equivalents were approximately $ 195 and $ 930 , respectively.

of the Company’s subsidiaries are required to maintain a minimum level of regulatory capital, which was $ 24,912 and $ 25,988 at June 30, 2023 and December 31, 2022, respectively.

Of the total cash and cash equivalents of $ 89,481

and $ 132,101 at September 30, 2023 and December 31, 2022, $ 88,240 and $ 131,104 , respectively, were held at two financial institutions.

At September 30, 2023 and December 31, 2022, cash equivalents were approximately $ 329 and $ 930 , respectively.

Certain of the Company’s subsidiaries

are required to maintain a minimum level of regulatory capital, which was $ 27,844 and $ 25,988 at September 30, 2023 and December 31, 2022,

respectively.

These requirements are generally satisfied by cash on hand.

Fair Value Measurements

The fair value of financial instruments is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., “the exit price”) in an orderly transaction between market participants at the measurement date.

ASC 820, Fair Value Measurement

, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.

Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources.

Unobservable inputs reflect assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The hierarchy is broken down into three levels based on the transparency of inputs as follows:

Level 1 – Quoted prices for identical instruments in active markets.

Level 2 – Quoted prices for similar instruments in active markets;

The fair value of financial instruments is defined

as the price that would be received to sell an asset or paid to transfer a liability (i.e., “the exit price”) in an orderly

transaction between market participants at the measurement date.

ASC 820, Fair Value Measurement, establishes a hierarchy for inputs used

in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the

most observable inputs be used when available.

Observable inputs are inputs that market participants would use in pricing the asset or

liability developed based on market data obtained from independent sources.

Unobservable inputs reflect assumptions that market participants

would use in pricing the asset or liability developed based on the best information available in the circumstances.

The hierarchy

is broken down into three levels based on the transparency of inputs as follows:

Level 1 – Quoted prices for identical

instruments in active markets.

Level 2 – Quoted prices for similar instruments in active

quoted prices for identical or similar instruments in markets that are not active;

and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Instruments whose significant drivers are unobservable.

The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, and other characteristics particular to the transaction.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

and model-derived valuations whose inputs

are observable or whose significant value drivers are observable.

Level 3 – Instruments whose significant

drivers are unobservable.

The availability of observable inputs can vary

from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product

is new and not yet established in the marketplace, and other characteristics particular to the transaction.

To the extent that valuation

is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The tables below summarize the categorization of the Company’s assets and liabilities measured at fair value.

During the three and six months ended June 30, 2023 and 2022, there were no transfers between Levels 2 and 3.

June 30, 2023

In such cases,

for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined

based on the lowest level input that is significant to the fair value measurement in its entirety.

The tables below summarize the categorization

of the Company’s assets and liabilities measured at fair value.

During the three and nine months ended September 30, 2023 and 2022,

there were no transfers between Levels 2 and 3.

September 30, 2023

Recurring fair value measurements:

7 unchanged sentences

Fnality International Limited—convertible note

June 30, 2023

Non-recurring

fair value measurements:

Non-recurring fair value measurements:

Securrency, Inc.—Series A convertible preferred stock (1)

Fair value determined on March 31, 2023.

Securrency, Inc.—Series B convertible preferred stock (1)

Other investments (1 )

_____________________________

(1) Fair value determined

on September 30, 2023.

December 31, 2022

8 unchanged sentences

Fnality International Limited—convertible note

Non-recurring

fair value measurements:

Non-recurring fair value measurements:

Other investments (1)

Recurring fair value measurements:

Deferred consideration—gold payments (Note 9)

Fair value determined on May 10, 2022.

Deferred consideration—gold payments

_____________________________

(1) Fair value determined

on May 10, 2022.

Recurring Fair Value Measurements – Methodology

Cash Equivalents (Note 3)

– These financial assets represent cash invested in highly liquid investments with original maturities of less than 90 days.

These investments are valued at par, which approximates fair value, and are classified as Level 1 in the fair value hierarchy.

Cash Equivalents (Note 3) – These

financial assets represent cash invested in highly liquid investments with original maturities of less than 90 days.

These investments

are valued at par, which approximates fair value, and are classified as Level 1 in the fair value hierarchy.

Financial instruments owned (Note 5)

– Financial instruments owned are investments in ETFs, U.S.

treasuries, pass-through GSEs, equities, fixed income and other assets.

treasuries and equities are generally traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the fair value hierarchy.

Pricing of pass-through GSEs, corporate bonds and fixed income include consideration given to collateral characteristics and market assumptions related to yields, credit risk and timing of prepayments and are therefore generally classified as Level 2.

Pass-through GSE positions invested in through a fund structure with a quoted market price on an exchange are generally classified as Level 1.

– Financial instruments owned are investments in ETFs, pass-through GSEs, U.S.

treasuries, equities and fixed income.

treasuries and equities are generally traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the

fair value hierarchy.

Pricing of pass-through GSEs and fixed income includes consideration given to collateral characteristics

and market assumptions related to yields, credit risk and timing of prepayments and are therefore generally classified as Level 2.

GSE positions invested in through a fund structure with a quoted market price on an exchange are generally classified as Level 1.

Fair Value Measurements classified as Level

– The following table presents a reconciliation of beginning and ending balances of recurring fair value measurements classified as Level 3:

3 – The following table presents a reconciliation of beginning and ending balances of recurring fair value measurements classified

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Investments in Convertible Notes (Note 7)

Beginning balance

Net unrealized gains/(losses) (

Net unrealized gains (1)

Ending balance

2 unchanged sentences

Net realized losses (2)

Net unrealized (gains)/losses (3)

Net unrealized gains (3)

Ending balance

Recorded in other gains and losses, net in the Consolidated Statements of Operations.

Recorded as contractual gold payments expense in the Consolidated Statements of Operations.

Recorded as gain/(loss) on revaluation/termination of deferred consideration—gold payments in the Consolidated Statements of Operati on

_____________________________

(1) Recorded in impairments and other losses,

net in the Consolidated Statements of Operations.

(2) Recorded as contractual

gold payments expense in the Consolidated Statements of Operations.

(3) Recorded as gain

on revaluation/termination of deferred consideration — gold payments in the Consolidated Statements

of Operations.

Financial instruments owned

3 unchanged sentences

Other assets—seed capital (WisdomTree Digital Funds)

recognized net trading (losses)/gains on financial instruments owned that were still held at the reporting dates of ($ 222 ) and ($ 3,596 ) during the three months ended June 30, 2023 and 2022, respectively, and $ 1,309 and ($ 7,912 ) during the six months ended June 30, 2023 and 2022, respectively, which were recorded in other gains and losses, net, in the Consolidated Statements of Operations.

The Company recognized net trading losses on

financial instruments owned that were still held at the reporting dates of $ 1,958 and $ 6,010 during the three months ended September 30,

2023 and 2022, respectively, and $ 648 and $ 13,922 during the nine months ended September 30, 2023 and 2022, respectively, which were recorded

in other losses, net, in the Consolidated Statements of Operations.

Securities Held-to-Maturity

The following table is a summary of the Company’s securities held-to-maturity:

The following table is a summary of the Company’s

securities held-to-maturity:

September 30,

Debt instruments:

Pass-through GSEs (amortized cost)

the six months ended June 30, 2023 and 2022, the Company received proceeds of $ 14 and $ 31 , respectively, from held-to-maturity

securities maturing or being called prior to maturity.

The following table summarizes unrealized losses, gains and fair value (classified as Level 2 within the fair value hierarchy) of securities held-to-maturity:

During the nine months ended September 30,

2023 and 2022, the Company received proceeds of $ 22 and $ 38 , respectively, from held-to-maturity securities maturing or being called

prior to maturity.

The following table summarizes unrealized losses,

gains and fair value (classified as Level 2 within the fair value hierarchy) of securities held-to-maturity:

September 30,

Cost/amortized cost

Gross unrealized losses

An allowance for credit losses was not provided on the Company’s held-to-maturity

securities as all securities are investments in pass-through GSEs which are determined to have an estimated loss rate of zero due to an implicit U.S.

An allowance for credit losses was not provided

on the Company’s held-to-maturity securities as all securities are investments in pass-through GSEs which are determined to have

an estimated loss rate of zero due to an implicit U.S.

government guarantee.

The following table sets forth the maturity profile of the securities held-to-maturity;

The following table sets forth the maturity

profile of the securities held-to-maturity;

however, these securities may be called prior to the maturity date:

September 30,

Due within one year

2 unchanged sentences

Due over ten years

The following table sets forth the Company’s investments:

June 30, 2023

The following table sets forth the Company’s

September 30, 2023

December 31, 2022

Carrying Value

Securrency, Inc.—Series A convertible preferred stock

6 unchanged sentences

Securrency, Inc.

– Preferred Stock

Company owns approximately 22 % (or 17 % on a fully-diluted basis) of the capital stock of Securrency, Inc.

(“Securrency”), a developer of institutional-grade blockchain-based financial and regulatory technology, issued as a result of strategic investments totaling $ 13,612 .

In consideration of such investments, the Company received 5,178,488 shares of Series A convertible preferred stock (“Securrency Series A Shares”) in December 2019 and 2,004,665 shares of Series B convertible preferred stock (“Securrency Series B Shares”) in March 2021.

The Securrency Series B Shares contain a liquidation preference that is pari passu with shares of Series B-1

convertible preferred stock (which are substantially the same as the Securrency Series B Shares except that they have limited voting rights) and senior to that of the holders of the Securrency Series A Shares, which are senior to the holders of common stock.

Otherwise, the Securrency Series A Shares and Securrency Series B Shares have substantially the same terms, are convertible into common stock at the option of the Company and contain various rights and protections including a non-cumulative

6.0 % dividend, payable if and when declared by the board of directors of Securrency.

In addition, the Securrency Series A Shares and Securrency Series B Shares (together with the Securrency Series B-1

convertible preferred stock) are separately redeemable, with respect to all of the shares outstanding of the applicable series of preferred stock (subject to certain regulatory restrictions of certain investors), for the original issue price thereof, plus all declared and unpaid dividends, upon approval by holders of at least 60 % of the Securrency Series A Shares (at any time on or after December 31, 2029) and 90 % of the Securrency Series B Shares (at any time on or after March 31, 2031).

se investments are accounted for under the measurement alternative prescribed in ASC 321, as they do not have a readily determinable fair value and are not considered to be in-substance

common stock.

The investments are assessed for impairment and similar observable transactions on a quarterly basis.

impairment recognized during the three months ended June 30, 2023 based upon a qualitative assessment.

During the six months ended June 30, 2023, the Company recognized an impairment of $ 4,900

on its Securrency Series A Shares to reduce the carrying value of its investment to fair value.

Fair value was determined using the probability-weighted expected return method (“PWERM”), a valuation approach that estimates fair value assuming various outcomes.

The table below presents the probability ascribed to potential outcomes used in the PWERM, which resulted in the mark-down of the Securrency Series A Shares (classified as Level 3 in the fair value hierarchy).

There was no mark-down applied to the Securrency Series B Shares, as they are a senior instrument.

Conversion upon a future equity financing

Redemption upon a corporate transaction

e was no impairment recognized during the three and six months ended June 30, 2022 based upon a qualitative assessment.

Securrency – Secured Convertible Note

In June 2023, the Company provided funding in the amount of $ 10,000 , and in consideration therefor, the Company was issued a

9 % Secured Convertible Promissory Note maturing on December 31, 2023 .

The note is guaranteed by a U.S.-based wholly-owned subsidiary of Securrency and is secured by a valid and perfected first priority security interest in all existing and after acquired assets and personal property of the borrower, including all intellectual property and a pledge of non-regulated

subsidiary equity.

note is convertible into Securrency’s preferred stock that is issued in the event of a qualified future equity financing of Securrency, subject to the Company’s right to require repayment, in whole or in part, to the extent such conversion would result in the Company obtaining a control position in Securrency.

The note will convert at a conversion price equal to a discount of 25 % to the price paid per share of preferred stock issued in such future equity financing round.

note is redeemable upon the occurrence of a corporate transaction for an amount which is the greater of (i) an amount equal to (x) 1.25 times (y) the sum of the principal amount and all accrued interest of the note (the “Liquidity Premium”) and (ii) such amount as would have been payable to the Company if the note had been converted, immediately prior to such corporate transaction, into that number of shares of the then most senior series of preferred stock of Securrency obtained by dividing (A) the Liquidity Premium by (B) the applicable conversion price, as set forth in the note.

If not otherwise converted or redeemed, all unpaid interest accrued on the note and all (if any) other amounts payable on or in respect of the note or the indebtedness evidenced thereby owing to the Company will become immediately due and payable.

note is accounted for at fair value.

Fair value is determined by the Company using the PWERM.

During the three months ended June 30, 2023, the Company recognized an unrealized loss of $ 1,113 when re-measuring

the note to fair value.

table below presents the probability ascribed to potential outcomes used in the PWERM (classified as Level 3 in the fair value hierarchy).

Conversion of note upon a future equity financing

Redemption of note upon a corporate transaction

Time to potential outcome (in years)

Securrency – Convertible Notes

April and November 2022, the Company participated in a convertible note financing, making an aggregate investment of $ 15,000 in convertible notes of Securrency.

In consideration for its investment, the Company was issued 7 % Convertible Promissory Notes maturing on

October 20, 2023 .

notes are convertible into either common stock or a class of securities convertible into, exchangeable for, or conferring the right to purchase Securrency’s common stock that is issued in the event of a qualified future equity financing of Securrency.

The notes will convert at a conversion price equal to a discount of 25% (or, if applicable, a greater discount offered to other holders of convertible securities in such future equity financing round) to the lowest price paid per equity share issued in the future equity financing round.

notes are redeemable upon the occurrence of a corporate transaction for an amount which is the greater of (i) the principal amount and all accrued interest and (ii) the amount that would be received had the note been converted, in accordance with the terms of the notes, to common stock immediately prior to the occurrence of the corporate transaction.

At maturity, redemption or conversion may occur upon the election by the holders of a majority-in-interest

of the aggregate principal amount of outstanding notes.

If no such election is made, the Company may elect to convert the notes into common stock, in accordance with the terms of the notes, or require repayment of the aggregate principal and interest thereon.

notes are accounted for at fair value.

Fair value is determined by the Company using the PWERM.

When re-measuring

the notes to fair value, the Company recognized an unrealized gain of $ 3,785 during the three months ended June 30, 2023, and an unrealized loss of $ 664 during the six months ended June 30, 2023.

The table below presents the probability ascribed to potential outcomes used in the PWERM (classified as Level 3 in the fair value hierarchy) and the time to exit:

Conversion of notes upon a future equity financing

Redemption of notes upon a corporate transaction

Time to potential outcome (in years)

Fnality International Limited – Convertible Note

February 2022, the Company participated in a convertible note financing, making an investment of £ 5,000 ($ 6,863 ) in convertible notes of Fnality International Limited (“Fnality”), a company incorporated in England and Wales and focused on creating a peer-to-peer

digital wholesale settlement ecosystem comprised of a consortium of financial institutions, offering real time cross-border payments from a single pool of liquidity.

In consideration for its investment, the Company was issued a 5 % Convertible Unsecured Loan Note maturing on December 31, 2023 .

note is convertible into equity shares in the event of a future qualified equity financing of Fnality.

The note will convert at a conversion price equal to the lower of (i) a discount of 20 % to the lowest price paid per equity share issued pursuant to such future financing round and (ii) an amount paid per share subject to a pre-money

valuation cap.

Mandatory conversion may occur on or after the maturity date or, if earlier, in the event a future financing round has not been completed within a specified time from an initial closing of such financing round (“Long Stop Date”), upon the approval of holders of at least

75 % of the outstanding notes.

The note is also convertible, at the option of the Company, following the earlier of the maturity date or such Long Stop Date.

note is redeemable upon the occurrence of a change of control for an amount which is the greater of (i) the principal amount and all accrued interest and (ii) the amount that would be received had the note been converted to equity shares immediately prior to the occurrence of the change of control.

Redemption may also occur on or after maturity or prior to maturity upon approval by holders of at least 50 % and 75 %, respectively, of the outstanding notes, or in connection with bankruptcy or other liquidation events.

note is accounted for at fair value.

Fair value is determined by the Company using the PWERM and is also remeasured for changes in the British pound and U.S.

On October 19, 2023, it was announced that

Securrency, Inc.

(“Securrency”) entered into an agreement to be acquired by an unrelated third party, which will result in

the Company’s exit from this investment.

The Company used the market approach to mark its investment in Securrency to the estimated

realizable value, which resulted in a net impairment charge of $ 2,391

recognized during the three months ended September 30, 2023.

During the nine months ended September 30, 2023, the Company recognized

a net impairment charge on its investment in Securrency totaling $ 7,291

and additional losses of $ 1,777 , recorded in other losses, net.

Fnality International Limited

In February 2022, the Company participated in a convertible note financing,

making an investment of £ 5,000 ($ 6,863 ) in convertible notes of Fnality International Limited (“Fnality”),

a company incorporated in England and Wales and focused on creating a peer-to-peer digital wholesale settlement ecosystem comprised of

a consortium of financial institutions, offering real time cross-border payments from a single pool of liquidity.

In consideration for

its investment, the Company was issued a 5 % Convertible Unsecured Loan Note maturing on December 31, 2023 .

The note is convertible into equity shares in

the event of a future qualified equity financing of Fnality.

The note will convert at a conversion price equal to the lower of (i) a discount

of 20 % to the lowest price paid per equity share issued pursuant to such future financing round and (ii) an amount paid per share subject

to a pre-money valuation cap.

Mandatory conversion may occur on or after the maturity date or, if earlier, in the event a future financing

round has not been completed within a specified time from an initial closing of such financing round (“Long Stop Date”), upon

the approval of holders of at least 75 % of the outstanding notes.

The note is also convertible, at the option of the Company, following

the earlier of the maturity date or such Long Stop Date.

The note is redeemable upon the occurrence of

a change of control for an amount which is the greater of (i) the principal amount and all accrued interest and (ii) the amount that would

be received had the note been converted to equity shares immediately prior to the occurrence of the change of control.

Redemption may

also occur on or after maturity or prior to maturity upon approval by holders of at least 50 % and 75 %, respectively, of the outstanding

notes, or in connection with bankruptcy or other liquidation events.

The note is accounted for at fair value.

value is determined by the Company using the PWERM and is also remeasured for changes in the British pound and U.S.

dollar exchange rate.

During the three and six months ended June 30, 2023, the Company recognized a gain of $ 428 and $ 958 , respectively, when re-measuring

the notes to fair value.

The table below presents the probability ascribed to potential outcomes used in the PWERM (classified as Level 3 in the fair value hierarchy) and the time to exit:

Conversion of note upon a future financing

During the three and nine months ended September 30, 2023, the Company recognized a loss of ($ 426 ) and a gain of $ 532 , respectively, when

remeasuring the notes to fair value.

The table below presents the probability ascribed

to potential outcomes used in the PWERM (classified as Level 3 in the fair value hierarchy) and the time to exit:

September 30,

Conversion of note upon a future financing round

Redemption of note upon a change of control

Time to potential outcome (in years)

Other Investments

During the three and nine months ended September

30, 2023, the Company recognized an impairment of $ 312 on its other investments.

Fixed Assets, net

The following table summarizes fixed assets:

September 30,

accumulated depreciation

Deferred Consideration—Gold Payments

consideration—gold payments represented an obligation the Company assumed in connection with its acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse

Deferred consideration—gold payments represented

an obligation the Company assumed in connection with its acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse

business of ETFS Capital Limited (“ETFS Capital”) which occurred on April 11, 2018.

The obligation was for fixed payments to ETFS Capital of physical gold bullion equating to 9,500 ounces of gold per year through March 31, 2058 and then subsequently reduced to 6,333 ounces of gold per year continuing into perpetuity (“contractual gold payments”).

ETFS Capital continued to pass through the payments to other parties to meet its payment obligations under prior royalty agreements, including to Gold Bullion Holdings

(Jersey) Limited (“GBH”), a subsidiary of the World Gold Council (“WGC”), Graham Tuckwell (“GT”), and Rodber Investments Limited (“RIL”), an entity controlled by GT, who is also the Chairman of ETFS Capital.

May 10, 2023, the Company terminated its contractual gold payments obligation for aggregate consideration totaling $ 136,903 pursuant to a Sale, Purchase and Assignment Deed (the “SPA Agreement”) with WisdomTree International Holdings Ltd, Electra Target HoldCo Limited, ETFS Capital, WGC, GBH, GT and RIL.

Under the terms of the transaction, GBH received approximately $ 4,371 in cash and 13,087 shares of Series C Non-Voting

Convertible Preferred Stock of the Company, $ 0.01 par value per share, convertible into

13,087,000 shares of the Company’s common stock, and RIL received approximately $ 45,634 in cash.

e Company determined the present value of the deferred consideration—gold payments of $ 0 and $ 200,290 at June 30, 2023 and December 31, 2022 using the following assumptions:

The obligation was for fixed payments

to ETFS Capital of physical gold bullion equating to 9,500 ounces of gold per year through March 31, 2058 and then subsequently reduced

to 6,333 ounces of gold per year continuing into perpetuity (“contractual gold payments”).

ETFS Capital continued to pass

through the payments to other parties to meet its payment obligations under prior royalty agreements, including to Gold Bullion Holdings

(Jersey) Limited (“GBH”), a subsidiary of the World Gold Council (“WGC”), Graham Tuckwell (“GT”),

and Rodber Investments Limited (“RIL”), an entity controlled by GT, who is also the Chairman of ETFS Capital.

On May 10, 2023, the Company terminated its

contractual gold payments obligation for aggregate consideration totaling $ 136,903 pursuant to a Sale, Purchase and Assignment Deed (the

“SPA Agreement”) with WisdomTree International Holdings Ltd, Electra Target HoldCo Limited, ETFS Capital, WGC, GBH, GT and

Under the terms of the transaction, GBH received approximately $ 4,371 in cash and 13,087 shares of Series C Non-Voting Convertible

Preferred Stock of the Company, $ 0.01 par value per share convertible into 13,087,000 shares of the Company’s common stock, and

RIL received approximately $ 45,634 in cash.

The Company determined the present value of

the deferred consideration—gold payments of $ 0 and $ 200,290 at September 30, 2023 and December 31, 2022 using the following assumptions:

September 30,

Forward-looking gold price (low) — per ounce

Forward-looking gold price (high) — per ounce

Forward-looking gold price (weighted average)—per

Forward-looking gold price (weighted average) — per ounce

Discount rate

Perpetual growth rate

During the three and six months ended June 30, 2023 and 2022, the Company recognized the following in respect of deferred consideration—gold payments:

During the three and nine months ended September

30, 2023 and 2022, the Company recognized the following in respect of deferred

consideration—gold payments:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Contractual gold payments

Contractual gold payments — gold ounces paid

Gain/(loss) on revaluation/termination of deferred

consideration—gold

Gain on revaluation/termination of deferred consideration — gold

Convertible Notes

February 14, 2023, the Company issued and sold $ 130,000 in aggregate principal amount of 5.75 % Convertible Senior Notes due 2028 (the “2023 Notes”) pursuant to an indenture dated February 14, 2023, between the Company and U.S.

Bank Trust Company, National Association, as trustee (or its successor in interest, the “Trustee”), in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”).

June 14, 2021, the Company issued and sold $ 150,000 in aggregate principal amount of 3.25 % Convertible Senior Notes due 2026 (the “2021 Notes”) pursuant to an indenture dated June 14, 2021, between the Company and the Trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A.

June 16, 2020, the Company issued and sold $ 150,000 in aggregate principal amount of 4.25 % Convertible Senior Notes due 2023 (the “June 2020 Notes”) pursuant to an indenture dated June 16, 2020, between the Company and the Trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A.

On August 13, 2020, the Company issued and sold $ 25,000 in aggregate principal amount of 4.25 % Convertible Senior Notes due 2023 at a price equal to 101% of the principal amount thereof, plus interest deemed to have accrued since June 16, 2020, which constitute a further issuance of, and form a single series with, the Company’s June 2020 Notes (the “August 2020 Notes” and together with the June 2020 Notes, the “2020 Notes”).

connection with the issuance of the 2023 Notes, the Company repurchased $ 115,000 in aggregate principal amount of the 2020 Notes.

As a result of this repurchase, the Company recognized a loss on extinguishment of approximately $ 9,721 during the six months ended June 30, 2023.

The remainder of the 2020 Notes matured on June 15, 2023 and were settled for $ 59,955 in cash and 1,037,288 shares of common stock, as the conversion option was in the money.

the repurchase and maturity of the 2020 Notes and the issuance of the 2023 Notes (and together with the 2021 Notes, the “Convertible Notes”), the Company had $ 280,000 in aggregate principal amount of Convertible Notes outstanding.

On February 14, 2023, the Company issued and

sold $ 130,000 in aggregate principal amount of 5.75 % Convertible Senior Notes due 2028 (the “2023 Notes”) pursuant to an indenture

dated February 14, 2023, between the Company and U.S.

Bank Trust Company, National Association, as trustee (or its successor in interest,

the “Trustee”), in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of

1933, as amended (“Rule 144A”).

On June 14, 2021, the Company issued and sold

$ 150,000 in aggregate principal amount of 3.25 % Convertible Senior Notes due 2026 (the “2021 Notes”) pursuant to an indenture

dated June 14, 2021, between the Company and the Trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A.

On June 16, 2020, the Company issued and sold

$ 150,000 in aggregate principal amount of 4.25 % Convertible Senior Notes due 2023 (the “June 2020 Notes”) pursuant to an indenture

dated June 16, 2020, between the Company and the Trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A.

On August 13, 2020, the Company issued and sold $ 25,000 in aggregate principal amount of 4.25 % Convertible Senior Notes due 2023 at a

price equal to 101 % of the principal amount thereof, plus interest deemed to have accrued since June 16, 2020, which constitute a further

issuance of, and form a single series with, the Company’s June 2020 Notes (the “August 2020 Notes” and together with

the June 2020 Notes, the “2020 Notes”).

In connection with the issuance of the 2023

Notes, the Company repurchased $ 115,000 in aggregate principal amount of the 2020 Notes.

As a result of this repurchase, the Company recognized

a loss on extinguishment of approximately $ 9,721 during the nine months ended September 30, 2023.

The remainder of the 2020 Notes matured

on June 15, 2023 and were settled for $ 59,955 in cash and 1,037,288 shares of common stock, as the conversion option was in the money.

After the repurchase and maturity of the 2020

Notes and the issuance of the 2023 Notes (and together with the 2021 Notes, the “Convertible Notes”), the Company had $ 280,000

in aggregate principal amount of Convertible Notes outstanding.

Key terms of the Convertible Notes are as follows:

8 unchanged sentences

● Interest rate:

Payable semiannually in arrears on February 15 and August 15 of each year for the 2023 Notes (beginning on August 15, 2023) and on June 15 and December 15 of each year for the 2021 Notes.

Payable semiannually in arrears on February 15 and August 15 of each year for the 2023 Notes (beginning on August

15, 2023) and on June 15 and December 15 of each year for the 2021 Notes.

● Conversion price:

Convertible at an initial conversion rate into shares of the Company’s common stock, per $ 1,000 principal amount of notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment.

Holders may convert at their option at any time prior to the close of business on the business day immediately preceding May 15, 2028 and March 15, 2026 for the 2023 Notes and 2021 Notes, respectively, only under the following circumstances:

(i) if the last reported sale price of the Company’s common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price for the respective Convertible Notes on each applicable trading day;

(ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sales price of the Company’s common stock and the conversion rate on each such trading day;

(iii) upon a notice of redemption delivered by the Company in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption;

or (iv) upon the occurrence of specified corporate events.

On or after May 15, 2028 and March 15, 2026 in respect of the 2023 Notes and the 2021 Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances.

Convertible at an initial conversion rate into shares of the Company’s common stock, per $ 1,000 principal

amount of notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment.

● Conversion:

Holders may convert at their option at any time prior to the close of business on the business day immediately

preceding May 15, 2028 and March 15, 2026 for the 2023 Notes and 2021 Notes, respectively, only under the following circumstances:

if the last reported sale price of the Company’s common stock for at least 20 trading days during a period of 30 consecutive trading

days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price

for the respective Convertible Notes on each applicable trading day;

(ii) during the five business day period after any ten consecutive

trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of the Convertible Notes

for each trading day of the measurement period was less than 98 % of the product of the last reported sales price of the Company’s

common stock and the conversion rate on each such trading day;

(iii) upon a notice of redemption delivered by the Company in accordance

with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption;

the occurrence of specified corporate events.

On or after May 15, 2028 and March 15, 2026 in respect of the 2023 Notes and the 2021 Notes,

respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert

their Convertible Notes at any time, regardless of the foregoing circumstances.

● Cash settlement of principal amount:

Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted.

At its election, the Company will also settle its conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in either cash, shares of its common stock or a combination of cash and shares of its common stock.

Upon conversion, the Company will pay cash up to the aggregate principal amount of the

Convertible Notes to be converted.

At its election, the Company will also settle its conversion obligation in excess of the aggregate

principal amount of the Convertible Notes being converted in either cash, shares of its common stock or a combination of cash and shares

of its common stock.

● Redemption price:

The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after August 20, 2025 and June 20, 2023 in respect of the 2023 Notes and the 2021 Notes, respectively, and on or prior to the 55 th

scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price for the respective Convertible Notes then in effect for at least 20 trading days, including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date.

The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after August

20, 2025 and June 20, 2023 in respect of the 2023 Notes and the 2021 Notes, respectively, and on or prior to the 55 th scheduled

trading day immediately preceding the maturity date, if the last reported sale price of the Company’s common stock has been at least

130 % of the conversion price for the respective Convertible Notes then in effect for at least 20 trading days, including the trading day

immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending

on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption

price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption

No sinking fund is provided for the Convertible Notes.

● Limited investor put rights:

Holders of the Convertible Notes have the right to require the Company to repurchase for cash all or a portion of their notes at 100 % of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events.

Holders of the Convertible Notes have the right to require the Company to repurchase for cash

all or a portion of their notes at 100 % of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain

change of control transactions or liquidation, dissolution or common stock delisting events.

● Conversion rate increase in certain customary circumstances:

In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 167.7853 shares and 144.9275 shares of the Company’s common stock per $ 1,000 principal amount of the 2023 Notes and the 2021 Notes, respectively (the equivalent of 43,551,214 shares of the Company’s common stock), subject to adjustment.

In certain circumstances, conversions in connection with a “make-whole

fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption

may result in an increase to the conversion rate, provided that the conversion rate will not exceed 167.7853 shares and 144.9275 shares

of the Company’s common stock per $ 1,000 principal amount of the 2023 Notes and the 2021 Notes, respectively (the equivalent of

43,551,214 shares of the Company’s common stock), subject to adjustment.

● Seniority and Security:

The Convertible Notes rank equal in right of payment, and are the Company’s senior unsecured obligations, but are subordinated in right of payment to the Company’s obligations to make certain redemption payments (if and when due) in respect of its Series A Non-Voting

Convertible Preferred Stock (Note 11).

indentures contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the respective holders of not less than 25

% in aggregate principal amount of the respective series of

Convertible Notes outstanding may declare the entire principal amount of all such respective Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.

following table provides a summary of the Convertible Notes at June 30, 2023 and December 31, 2022:

June 30, 2023

The Convertible Notes rank equal in right of payment, and are the Company’s senior unsecured

obligations, but are subordinated in right of payment to the Company’s obligations to make certain redemption payments (if and when

due) in respect of its Series A Non-Voting Convertible Preferred Stock (Note 11).

The indentures contain customary terms and covenants,

including that upon certain events of default occurring and continuing, either the Trustee or the respective holders of not less than

25 % in aggregate principal amount of the respective series of Convertible Notes outstanding may declare the entire principal amount of

all such respective Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.

The following table provides a summary of the

Convertible Notes at September 30, 2023 and December 31, 2022:

September 30, 2023

December 31, 2022

4 unchanged sentences

Effective interest rate (1)

_____________________________

Includes amortization of the issuance costs and premium.

expense on the Convertible Notes was $ 4,021 and $ 8,023 during the three and six months ended June 30, 2023 and $ 3,733 and $ 7,465 , respectively, during the comparable periods in 2022.

Interest payable of $ 3,061 and $ 621 at June 30, 2023 and December 31, 2022, respectively, is included in accounts payable and other liabilities on the Consolidated Balance Sheets.

fair value of the Convertible Notes (classified as Level 2 in the fair value hierarchy) was $ 280,671 and $ 320,513 at June 30, 2023 and December 31, 2022, respectively.

Interest expense on the Convertible Notes was

$ 3,461 and $ 11,484 during the three and nine months ended September 30, 2023 and $ 3,734 and $ 11,199 , respectively, during the comparable

periods in 2022.

Interest payable of $ 2,391 and $ 621 at September 30, 2023 and December 31, 2022, respectively, is included in accounts

payable and other liabilities on the Consolidated Balance Sheets.

The fair value of the Convertible Notes (classified

as Level 2 in the fair value hierarchy) was $ 282,486 and $ 320,513 at September 30, 2023 and December 31, 2022, respectively.

The if-converted

value of the Convertible Notes did not exceed the principal amount at June 30, 2023 and December 31, 2022.

value of the Convertible Notes did not exceed the principal amount at September 30, 2023 and December 31, 2022.

Preferred Stock

Series A Non-Voting

Convertible Preferred Stock

April 10, 2018, the Company filed a Certificate of Designations of Series A Non-Voting

Convertible Preferred Stock (the “Series A Certificate of Designations”) with the Delaware Secretary of State establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Series A Preferred Stock (defined below).

The Series A Preferred Stock is intended to provide ETFS Capital with economic rights equivalent to the Company’s common stock on an as-converted

The Series A Preferred Stock has no voting rights, is not transferable and has the same priority with regard to dividends, distributions and payments as the common stock.

described in the Series A Certificate of Designations, the Company will not issue, and ETFS Capital does not have the right to require the Company to issue, any shares of common stock upon conversion of the Series A Preferred Stock, if, as a result of such conversion, ETFS Capital (together with certain attributable parties) would beneficially own more than 9.99% of the Company’s outstanding common stock immediately after giving effect to such conversion.

connection with the completion of the acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse

business of ETFS Capital (the “ETFS Acquisition”), the Company issued 14,750 shares of Series A Non-Voting

Convertible Preferred Stock (the “Series A Preferred Stock”), which are convertible into an aggregate of 14,750,000 shares of common stock.

The fair value of this consideration was $ 132,750 , based on the closing price of the Company’s common stock on April 10, 2018 of $ 9.00 per share, the trading day prior to the closing of the acquisition.

The following is a summary of the Series A Preferred Stock balance:

Series A Non-Voting Convertible Preferred Stock

On April 10, 2018, the Company filed a

Certificate of Designations of Series A Non-Voting Convertible Preferred Stock (the “Series A Certificate of Designations”)

with the Delaware Secretary of State establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating

to the Series A Preferred Stock (defined below).

The Series A Preferred Stock is intended to provide ETFS Capital with economic rights

equivalent to the Company’s common stock on an as-converted basis.

The Series A Preferred Stock has no voting rights, is not transferable

and has the same priority with regard to dividends, distributions and payments as the common stock.

As described in the Series A Certificate of

Designations, the Company will not issue, and ETFS Capital does not have the right to require the Company to issue, any shares of common

stock upon conversion of the Series A Preferred Stock, if, as a result of such conversion, ETFS Capital (together with certain attributable

parties) would beneficially own more than 9.99 % of the Company’s outstanding common stock immediately after giving effect to such

In connection with the completion of the acquisition

of the European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital (the “ETFS Acquisition”),

the Company issued 14,750 shares of Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”), which

are convertible into an aggregate of 14,750,000 shares of common stock.

The fair value of this consideration was $ 132,750 , based on the

closing price of the Company’s common stock on April 10, 2018 of $ 9.00 per share, the trading day prior to the closing of the acquisition.

The following is a summary of the Series A Preferred

Stock balance:

September 30,

Issuance of Series A Preferred Stock

2 unchanged sentences

Cash dividends declared per share (quarterly)

Temporary equity classification is required for redeemable instruments for which redemption triggers are outside of the issuer’s control.

ETFS Capital has the right to redeem all the Series A Preferred Stock specified to be converted during the period of time specified in the Series A Certificate of Designations in the event that:

(a) the number of shares of the Company’s common stock authorized by its certificate of incorporation is insufficient to permit the Company to convert all of the Series A Preferred Stock requested by ETFS Capital to be converted;

or (b) ETFS Capital does not, upon completion of a change of control of the Company, receive the same amount per Series A Preferred Stock as it would have received had each outstanding Series A Preferred Stock been converted into common stock immediately prior to the change of control.

However, the Company will not be obligated to make any such redemption payments to the extent such payments would be a breach of any covenant or obligation the Company

owes to any of its secured creditors or is otherwise prohibited by applicable law.

such redemption will be at a price per Series A Preferred Stock equal to the dollar volume-weighted average price for a share of common stock for the 30-trading

day period ending on the date of such attempted conversion or change of control, as applicable, multiplied by 1,000

Such redemption payment will be made in one payment no later than 10

business days following the last day of the Company’s first fiscal quarter that begins on a date following the date ETFS Capital exercises such redemption right.

The redemption value of the Series A Preferred Stock was $ 103,480 and $ 77,969 at June 30, 2023 and December 31, 2022, respectively.

carrying amount of the Series A Preferred Stock was not adjusted as it was not probable that the Series A Preferred Stock would become redeemable.

Series C Non-Voting

Convertible Preferred Stock

May 10, 2023, the Company filed a Certificate of Designations of Series C Non-Voting

Convertible Preferred Stock (the “Series C Certificate of Designations”) with the Delaware Secretary of State establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Series C Preferred Stock (defined below).

The Series C Preferred Stock is intended to provide GBH with economic rights equivalent to the Company’s common stock on an as-converted

The Series C Preferred Stock has no voting rights, is not transferable, contains registration rights and has the same priority with regard to dividends, distributions and payments as the common stock.

described in the Series C Certificate of Designations, the Company will not issue, and GBH does not have the right to require the Company to issue, any shares of common stock upon conversion of the Series C Preferred Stock, if, as a result of such conversion, GBH (together with certain attributable parties) would beneficially own more than 4.99 % of the Company’s outstanding common stock immediately after giving effect to such conversion.

Further, as described in the Series C Certificate of Designations, the Company will no t issue any shares of common stock upon conversion of the Series C Preferred Stock if the issuance would exceed the aggregate number of shares of common stock that the Company may issue without breaching its obligations under the rules of the New York Stock Exchange, unless the Company obtains stockholder approval for the issuance of the Company’s common stock upon conversion of the Series C Preferred Stock in excess of such amount.

h share of Series C Preferred Stock is convertible only in connection with the sale of all or any portion of the Company’s common stock on an arms-length basis to a bona fide third-party purchaser, pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended (“Securities Act”) or (ii) an exemption from registration under the Securities Act, provided any such sale is conditioned on the terms set forth in the Investor Rights Agreement, dated May 10, 2023, between the Company and GBH.

to the Investor Rights Agreement, GBH is subject to restrictions on the manner in which the Conversion Shares (defined below) can be sold and has agreed not to distribute or sell any Conversion Shares to any person that would knowingly result in that person, together with such person’s affiliates and associates, owning, controlling or otherwise having any beneficial ownership interest representing in the aggregate 5% or more of the then outstanding shares of the Company’s common stock.

GBH has also agreed not to distribute or sell any Conversion Shares to ETFS Capital, GT or any of their affiliates, associates or any Group (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as defined in Rule 13d-5

thereunder) formed by the foregoing persons.

accordance with the SPA Agreement, the Company issued 13,087 shares of Series C Non-Voting

Convertible Preferred Stock (the “Series C Preferred Stock”), which are convertible into an aggregate of 13,087,000 shares of common stock (“Conversion Shares”).

The fair value of this consideration was $ 86,898 , based on the closing price of the Company’s common stock on May 9, 2023 of $ 6.64 per share, the trading day prior to the closing of the acquisition.

has no redemption rights associated with the Series C Preferred Stock and therefore the instrument has been classified as a component of stockholders’ equity, with the excess over par value of $ 86,801 (net of issuance costs of $ 97 ) recorded to additional paid in capital.

Company has entered into operating leases for its office facilities (including its corporate headquarters) and equipment.

Temporary equity classification is required

for redeemable instruments for which redemption triggers are outside of the issuer’s control.

ETFS Capital has the right to redeem

all the Series A Preferred Stock specified to be converted during the period of time specified in the Series A Certificate of Designations

in the event that:

(a) the number of shares of the Company’s common stock authorized by its certificate of incorporation is

insufficient to permit the Company to convert all of the Series A Preferred Stock requested by ETFS Capital to be converted;

Capital does not, upon completion of a change of control of the Company, receive the same amount per Series A Preferred Stock as it would

have received had each outstanding Series A Preferred Stock been converted into common stock immediately prior to the change of control.

However, the Company will not be obligated to make any such redemption payments to the extent such payments would be a breach of any covenant

or obligation the Company owes to any of its secured creditors or is otherwise prohibited by applicable law.

Any such redemption will be at a price per Series

A Preferred Stock equal to the dollar volume-weighted average price for a share of common stock for the 30-trading day period ending on

the date of such attempted conversion or change of control, as applicable, multiplied by 1,000.

Such redemption payment will be made in

one payment no later than 10 business days following the last day of the Company’s first fiscal quarter that begins on a date following

the date ETFS Capital exercises such redemption right.

The redemption value of the Series A Preferred Stock was $ 105,090 and $ 77,969 at

September 30, 2023 and December 31, 2022, respectively.

The carrying amount of the Series A Preferred

Stock was not adjusted as it was not probable that the Series A Preferred Stock would become redeemable.

Series C Non-Voting Convertible Preferred Stock

On May 10, 2023, the Company filed a Certificate

of Designations of Series C Non-Voting Convertible Preferred Stock (the “Series C Certificate of Designations”) with the Delaware

Secretary of State establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Series

C Preferred Stock (defined below).

The Series C Preferred Stock is intended to provide GBH with economic rights equivalent to the Company’s

common stock on an as-converted basis.

The Series C Preferred Stock has no voting rights, is not transferable, contains registration rights

and has the same priority with regard to dividends, distributions and payments as the common stock.

As described in the Series C Certificate of

Designations, the Company will not issue, and GBH does not have the right to require the Company to issue, any shares of common stock

upon conversion of the Series C Preferred Stock, if, as a result of such conversion, GBH (together with certain attributable parties)

would beneficially own more than 4.99 % of the Company’s outstanding common stock immediately after giving effect to such conversion.

Further, as described in the Series C Certificate of Designations, the Company will no t issue any shares of common stock upon conversion

of the Series C Preferred Stock if the issuance would exceed the aggregate number of shares of common stock that the Company may issue

without breaching its obligations under the rules of the New York Stock Exchange, unless the Company obtains stockholder approval for

the issuance of the Company’s common stock upon conversion of the Series C Preferred Stock in excess of such amount.

Each share of Series C Preferred Stock is convertible

only in connection with the sale of all or any portion of the Company’s common stock on an arms-length basis to a bona fide third-party

purchaser, pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended (“Securities Act”)

or (ii) an exemption from registration under the Securities Act, provided any such sale is conditioned on the terms set forth in the Investor

Rights Agreement, dated May 10, 2023, between the Company and GBH.

Pursuant to the Investor Rights Agreement, GBH

is subject to restrictions on the manner in which the Conversion Shares (defined below) can be sold and has agreed not to distribute or

sell any Conversion Shares to any person that would knowingly result in that person, together with such person’s affiliates and

associates, owning, controlling or otherwise having any beneficial ownership interest representing in the aggregate 5 % or more of the

then outstanding shares of the Company’s common stock.

GBH has also agreed not to distribute or sell any Conversion Shares to ETFS

Capital, GT or any of their affiliates, associates or any Group (as that term is used in Section 13(d) of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), and as defined in Rule 13d-5 thereunder) formed by the foregoing persons.

In accordance with the SPA Agreement, the Company

issued 13,087 shares of Series C Non-Voting Convertible Preferred Stock (the “Series C Preferred Stock”), which are convertible

into an aggregate of 13,087,000 shares of common stock (“Conversion Shares”).

The fair value of this consideration was $ 86,898 ,

based on the closing price of the Company’s common stock on May 9, 2023 of $ 6.64 per share, the trading day prior to the closing

of the acquisition.

GBH has no redemption rights associated with

the Series C Preferred Stock and therefore the instrument has been classified as a component of stockholders’ equity, with the excess

over par value of $ 86,801 (net of issuance costs of $ 97 ) recorded to additional paid in capital.

The Company has entered into operating leases

for its office facilities (including its corporate headquarters) and equipment.

The Company has no finance leases.

The following table provides additional information regarding the Company’s leases:

The following table provides additional information

regarding the Company’s leases:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating lease cost

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Cash paid for amounts included in the measurement of operating liabilities (operating leases)

assets obtained in exchange for new operating lease liabilities

Right-of-use assets obtained in exchange for new operating lease liabilities

Weighted-average remaining lease term (in years) — operating leases

Weighted-average discount rate — operating leases

None of the Comp a

ny’s leases include variable payments, residual value guarantees or any restrictions or covenants relating to the Company’s ability to pay dividends or incur additional financing obligations.

The following table discloses future minimum lease payments at June 30, 2023 with respect to the Company’s operating lease liabilities:

None of the Company’s leases include variable

payments, residual value guarantees or any restrictions or covenants relating to the Company’s ability to pay dividends or incur

additional financing obligations.

The following table discloses future minimum

lease payments at September 30, 2023 with respect to the Company’s operating lease liabilities:

Remainder of 2023

1 unchanged sentence

Total future minimum lease payments (undiscounted)

The following table reconciles the future minimum lease payments (disclosed above) at June 30, 2023 to the operating lease liabilities recognized in the Company’s Consolidated Balance Sheets:

The following table reconciles the future minimum

lease payments (disclosed above) at September 30, 2023 to the operating lease liabilities recognized in the Company’s Consolidated

Balance Sheets:

Amounts recognized in the Company’s Consolidated Balance Sheets

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Contingencies

The Company may be subject to reviews, inspections and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business.

Closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP

In December 2020, WMAI, WTMAML, WTUK and WisdomTree Ireland Limited (“WT Ireland”) were served with a writ of summons to appear before the Court of Milan, Italy.

In January 2021, WTUK was served with a writ of summons to appear before the Court of Udine, Italy.

Investors had filed actions seeking damages resulting from the closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP (“3OIL”) in March 2020.

The product was dependent on the receipt of payments from a swap provider to satisfy payment obligations to the investors.

Due to an extreme adverse move in oil futures relative to the oil futures’ closing price, the swap contract underlying 3OIL was terminated by the swap provider, which resulted in the compulsory redemption of 3OIL, all in accordance with the prospectus.

In February 2022, the Court of Udine ruled in the Company’s favor.

Also in February 2022, WMAI, WTMAML, WTUK and WT Ireland were served with another writ of summons to appear before the Court of Milan by additional investors seeking damages resulting from the closure of 3OIL.

In March 2022, WMAI and WTUK were served with writs of summons to appear before the Court of Turin and the Court of Milan by additional investors seeking damages.

These writs also were served on the intermediary brokers for the respective claimants, with the claimants alleging joint and several liability of WMAI, WTUK and such intermediary brokers.

In July 2023, the Court of Milan ruled in favor of WMAI and WTUK in respect of one of these claims.

Total damages sought by all investors related to these claims are approximately € 15,200 ($ 16,560 ) at June 30, 2023.

Additionally, in July 2023, WT Ireland received a letter from counsel on behalf of additional investors seeking damages of up to approximately €

8,400 ($ 9,150 )

resulting from the closure of 3OIL.

The Company may be subject to reviews, inspections

and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business.

Closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged

In December 2020, WMAI, WTMAML, WTUK and WisdomTree

Ireland Limited (“WT Ireland”) were served with a writ of summons to appear before the Court of Milan, Italy.

In January 2021,

WTUK was served with a writ of summons to appear before the Court of Udine, Italy.

Investors had filed actions seeking damages resulting

from the closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP (“3OIL”) in March 2020.

The product was dependent

on the receipt of payments from a swap provider to satisfy payment obligations to the investors.

Due to an extreme adverse move in oil

futures relative to the oil futures’ closing price, the swap contract underlying 3OIL was terminated by the swap provider, which

resulted in the compulsory redemption of 3OIL, all in accordance with the prospectus.

In February 2022, the Court of Udine ruled in

the Company’s favor.

Also in February 2022, WMAI, WTMAML, WTUK and WT Ireland were served with another writ of summons to appear

before the Court of Milan by additional investors seeking damages resulting from the closure of 3OIL.

In March 2022, WMAI and WTUK were served with

a writ of summons to appear before the Court of Turin and two writs of summons to appear before the Court of Milan by additional investors

seeking damages.

These writs also were served on the intermediary brokers for the respective claimants, with the claimants alleging joint

and several liability of WMAI, WTUK and such intermediary brokers.

In July 2023, the Court of Milan ruled in favor of WMAI and WTUK in

respect of one of these claims.

Total damages sought by all investors related

to these claims are approximately € 15,200 ($ 16,723 ) at September 30, 2023.

Additionally, in July 2023, WT Ireland received

a letter from counsel on behalf of additional investors seeking damages of up to approximately € 8,400 ($ 8,891 ) resulting from the

closure of 3OIL.

The claim is in its preliminary stages and a writ of summons has not been served.

The Company is currently assessing these claims with its external counsel.

The Company expects that losses, if any, arising from these claims will be covered under its insurance policies, less a $ 500

An accrual has not been made with respect to these matters at June 30, 2023 and December 31, 2022.

The Company is currently assessing these claims

with its external counsel.

The Company expects that losses, if any, arising from these claims will be covered under its insurance policies,

less a $ 500 deductible.

An accrual has not been made with respect to these matters at September 30, 2023 and December 31, 2022.

Variable Interest Entities

VIEs are entities with any of the following characteristics:

VIEs are entities with any of the following

characteristics:

(i) the entity does not have enough equity to finance its activities without additional financial support;

(ii) the equity holders, as a group, lack the characteristics of a controlling financial interest;

(ii) the equity

holders, as a group, lack the characteristics of a controlling financial interest;

or (iii) the entity is structured with non-substantive

voting rights.

Consolidation of a VIE is required for the party deemed to be the primary beneficiary, if any.

The primary beneficiary is the party who has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity.

The Company is not the primary beneficiary of any entities in which it has a variable interest as it does not have the power to direct the activities that most significantly impact the entities’ economic performance.

Such power is conveyed through the entities’ boards of directors and the Company does not have control over the boards.

The following table presents information about the Company’s variable interests in non-consolidated

Consolidation of a VIE is required for the party

deemed to be the primary beneficiary, if any.

The primary beneficiary is the party who has both (a) the power to direct the activities

of a VIE that most significantly impact the entity’s economic performance and (b) an obligation to absorb losses of the entity or

a right to receive benefits from the entity that could potentially be significant to the entity.

The Company is not the primary beneficiary

of any entities in which it has a variable interest as it does not have the power to direct the activities that most significantly impact

the entities’ economic performance.

Such power is conveyed through the entities’ boards of directors and the Company does

not have control over the boards.

The following table presents information about

the Company’s variable interests in non-consolidated VIEs:

September 30,

Carrying Amount—Assets (Securrency):

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Revenues from Contracts with Customers

The following table presents the Company’s total revenues from contracts with customers:

The following table presents the Company’s

total revenues from contracts with customers:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Revenues from contracts with customers:

1 unchanged sentence

Total operating revenues

The Company recognizes revenues from contracts with customers when the performance obligation is satisfied, which is when the promised services are transferred to the customer.

A service is considered to be transferred when the customer obtains control, which is represented by the transfer of rights with regard to the service.

The Company recognizes revenues from contracts

with customers when the performance obligation is satisfied, which is when the promised services are transferred to the customer.

is considered to be transferred when the customer obtains control, which is represented by the transfer of rights with regard to the service.

Transfer of control happens either over time or at a point in time.

When a performance obligation is satisfied over time, an entity is required to select a single method of measuring progress for each performance obligation that depicts the entity’s performance in transferring control of services to the customer.

Substantially all the Company’s revenues from contracts with customers are derived primarily from investment advisory agreements with related parties (Note 16).

These advisory fees are recognized over time, are earned from the Company’s ETPs and are calculated based on a percentage of the ETPs’ average daily net assets.

There is no significant judgment in calculating amounts due which are invoiced monthly in arrears and are not subject to any potential reversal.

Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

are no contract assets or liabilities that arise in connection with the recognition of advisory fee revenue.

In addition, there are no costs incurred to obtain or fulfill the contracts with customers, all of which are investment advisory agreements with related parties.

Other income includes revenues the Company earns from swap providers associated with certain of the Company’s European listed ETPs, the nature of which are either based on a percentage of the ETPs’ average daily net assets or flows associated with certain products.

There is no significant judgment in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal.

Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

When a performance obligation is satisfied over time, an entity is

required to select a single method of measuring progress for each performance obligation that depicts the entity’s performance in

transferring control of services to the customer.

Substantially all the Company’s revenues

from contracts with customers are derived primarily from investment advisory agreements with related parties (Note 16).

These advisory fees are recognized over time, are earned from the Company’s ETPs and are calculated based on a percentage of the

ETPs’ average daily net assets.

There is no significant judgment in calculating amounts due which are invoiced monthly in arrears

and are not subject to any potential reversal.

Progress is measured using the practical expedient under the output method resulting in

the recognition of revenue in the amount for which the Company has a right to invoice.

There are no contract assets or liabilities that

arise in connection with the recognition of advisory fee revenues.

In addition, there are no costs incurred to obtain or fulfill the contracts

with customers, all of which are investment advisory agreements with related parties.

Other income includes revenues the Company earns

from swap providers associated with certain of the Company’s European listed ETPs, the nature of which are either based on a percentage

of the ETPs’ average daily net assets or flows associated with certain products.

There is no significant judgment in calculating

amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal.

Progress is measured using

the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right

Geographic Distribution of Revenues

The following table presents the Company’s total revenues geographically as determined by where the respective management companies reside:

The following table presents the Company’s

total revenues geographically as determined by where the respective management companies reside:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Revenues from contracts with customers:

3 unchanged sentences

Investment Advisory Agreements

The Company’s revenues are derived primarily from investment advisory agreements with related parties.

Under these agreements, the Company has licensed to related parties the use of certain of its own indexes for the U.S.

WisdomTree ETFs, Digital Funds and WisdomTree UCITS ETFs.

The Board of Trustees and Board of Directors (including certain officers of the Company) of the related parties are primarily responsible for overseeing the management and affairs of the entities for the benefit of their stakeholders and have contracted with the Company to provide for general management and administration services.

The Company is also responsible for certain expenses of the related parties, including the cost of transfer agency, custody, fund administration and accounting, legal, audit, and other non-distribution

services, excluding extraordinary expenses, taxes and certain other expenses, which are included in fund management and administration in the Consolidated Statements of Operations.

In exchange, the Company receives fees based on a percentage of the ETPs’ and the Digital Funds’ average daily net assets.

A majority of the independent members of the Board of Trustees are required to initially and annually (after the first two years) approve the advisory agreements of the U.S.

WisdomTree ETFs and the Digital Funds and these agreements may be terminated by the Board of Trustees upon notice.

The following table summarizes accounts receivable from related parties which are included as a component of accounts receivable in the Consolidated Balance Sheets:

The Company’s revenues are derived

primarily from investment advisory agreements with related parties.

Under these agreements, the Company has licensed to related

parties the use of certain of its own indexes for the U.S.

WisdomTree ETFs, WisdomTree Digital Funds and WisdomTree UCITS ETFs.

Boards of Trustees and Boards of Directors (including certain officers of the Company) of the related parties are primarily

responsible for overseeing the management and affairs of the entities for the benefit of their stakeholders and have contracted with

the Company to provide for general management and administration services.

The Company is also responsible for certain expenses of

the related parties, including the cost of transfer agency, custody, fund administration and accounting, legal, audit, and other

non-distribution services, excluding extraordinary expenses, taxes and certain other expenses, which are included in fund management

and administration in the Consolidated Statements of Operations.

In exchange, the Company receives fees based on a percentage of the

ETPs’ and the Digital Funds’ average daily net assets.

A majority of the independent members of the respective Board of

Trustees are required to initially and annually (after the first two years) approve the advisory agreements of the U.S.

ETFs and the Digital Funds and these agreements may be terminated by such Board of Trustees upon notice.

The following table summarizes accounts receivable

from related parties which are included as a component of accounts receivable in the Consolidated Balance Sheets:

September 30,

Receivable from WTT

1 unchanged sentence

Receivable from WMAI and WTICAV

The allowance for credit losses on accounts receivable from related parties is insignificant when applying historical loss rates, adjusted for current conditions and supportable forecasts, to the amounts outstanding in the table above.

Amounts outstanding are all invoiced in arrears, are less than 30 days aged and are collected shortly after the applicable reporting period.

The following table summarizes revenues from advisory services provided to related parties:

The allowance for credit losses on accounts

receivable from related parties is insignificant when applying historical loss rates, adjusted for current conditions and supportable

forecasts, to the amounts outstanding in the table above.

Amounts outstanding are all invoiced in arrears, are less than 30 days aged

and are collected shortly after the applicable reporting period.

The following table summarizes revenues from

advisory services provided to related parties:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Advisory services provided to WTT

Advisory services provided to ManJer

Advisory services provided to WMAI

Advisory services provided to ManJer Issuers

Advisory services provided to WMAI and WTICAV

Investments in WisdomTree Products

Company also has investments in certain WisdomTree products of approximately $ 38,451 and $ 25,283 at June 30, 2023 and December 31, 2022, respectively.

This includes $ 12,876 and $ 1,765 , respectively, of investments in certain consolidated affiliated Digital Funds advised by WT Digital Management, referred to herein as “other assets–seed capital.” Net unrealized and realized gains/(losses) related to trading WisdomTree products were $ 419 and $ 841 , respectively, during the three and six months ended June 30, 2023 and ($ 313 ) and ($ 1,119 ), respectively, during the comparable periods in 2022.

The Company also has investments in certain WisdomTree products of

approximately $ 54,259 and $ 25,283 at September 30, 2023 and December 31, 2022, respectively.

This includes $ 12,149

and $ 1,765 , respectively, of investments in certain consolidated affiliated Digital

Funds advised by WT Digital Management, referred to herein as “other assets–seed capital.” Net unrealized and realized

(losses)/gains related to trading WisdomTree products were ($ 591 ) and $ 250 , respectively, during the three and nine months ended September 30, 2023 and ($ 489 ) and ($ 1,608 ), respectively, during

the comparable periods in 2022.

Such gains and losses are recorded in other gains and losses, net on the Consolidated Statements of Operations.

Deferred Consideration—Gold Payments – Termination

n May 10, 2023, the Company terminated its contractual gold payments obligation to ETFS Capital, which included the payment of $ 45,634 to an entity controlled by GT, a stockholder of the Company.

On May 10, 2023, the Company terminated its

contractual gold payments obligation to ETFS Capital, which included the payment of $ 45,634

to an entity controlled by GT, a stockholder of the Company.

See Note 9 for additional information.

Stock-Based Awards

July 15, 2022, the Company’s stockholders approved the 2022 Equity Plan under which the Company may issue up to 16,000,000 shares of common stock (less one share for every share granted under the 2016 Equity Plan since June 30, 2022 and inclusive of shares available under the 2016 Equity Plan as of June 30, 2022) in the form of stock options and other stock-based awards.

The Company grants equity awards to employees and directors, which include restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”) and stock options.

Certain awards described below are subject to acceleration under certain conditions.

On July 15, 2022, the Company’s

stockholders approved the 2022 Equity Plan under which the Company may issue up to 16,000,000

shares of common stock (less one share for every share granted under the 2016 Equity Plan after March 31, 2022 and inclusive of

shares available under the 2016 Equity Plan as of March 31, 2022) in the form of stock options and other stock-based

The Company grants equity awards to employees

and directors, which include restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based

restricted stock units (“PRSUs”) and stock options.

Certain awards described below are subject to acceleration under certain

Stock options:

Generally issued for terms of ten years and may vest after at least one year of service and have an exercise price equal to the Company’s stock price on the grant date.

Generally issued for

terms of ten years and may vest after at least one year of service and have an exercise price equal to the Company’s stock price

on the grant date.

The Company estimates the fair value of stock options (when granted) using the Black-Scholes option pricing model.

Awards are valued based on the Company’s stock price on grant date and generally vest ratably, on an annual basis, over three years.

These awards cliff vest three years from the grant date and contain a market condition whereby the number of PRSUs ultimately vesting is tied to how the Company’s total shareholder return (“TSR”) compares to a peer group of other publicly traded asset managers over the three-year period.

Awards are valued based on the Company’s stock price on grant date and generally vest ratably, on an annual basis, over three

These awards cliff vest three years from the grant date and contain a market condition whereby the number of PRSUs ultimately vesting

is tied to how the Company’s total shareholder return (“TSR”) compares to a peer group of other publicly traded asset

managers over the three-year period.

A Monte Carlo simulation is used to value these awards.

The number of PRSUs vesting ranges from 0 % to 200 % of the target number of PRSUs granted, as follows:

If the relative TSR is below the 25 th

percentile, then 0 % of the target number of PRSUs granted will vest;

If the relative TSR is at the 25 th

percentile, then 50 % of the target number of PRSUs granted will vest;

If the relative TSR is above the 25 th

percentile, then linear scaling is applied such that the percent of the target number of PRSUs vesting is 100 % at the 50 th

percentile and capped at 200 % of the target number of PRSUs granted for performance at the 85 th

If the Company’s TSR is negative, the target number of PRSUs vesting is capped at 100 % regardless of the relative TSR percentile.

based compensation expense was $

8,506 , respectively during the three and six months ended June 30, 2023 and $

5,368 , respectively, during the comparable periods in 2022.

A summary of unrecognized stock-based compensation expense and average remaining vesting period is as follows:

June 30, 2023

Unrecognized Stock-

Weighted-Average

Vesting Period

The number of PRSUs vesting ranges from 0 % to 200 % of the

target number of PRSUs granted, as follows:

relative TSR is below the 25 th percentile, then 0 % of the target number of PRSUs granted will vest;

relative TSR is at the 25 th percentile, then 50 % of the target number of PRSUs granted will vest;

relative TSR is above the 25 th percentile, then linear scaling is applied such that the percent of the target number of PRSUs

vesting is 100 % at the 50 th percentile and capped at 200 % of the target number of PRSUs granted for performance at the 85 th

Company’s TSR is negative, the target number of PRSUs vesting is capped at 100 % regardless of the relative TSR percentile.

Stock-based compensation expense was $ 3,916

and $ 12,422 , respectively during the three and nine months ended September 30, 2023 and $ 2,454 and $ 7,822 , respectively, during the comparable

periods in 2022.

A summary of unrecognized stock-based compensation

expense and average remaining vesting period is as follows:

September 30, 2023

Unrecognized Stock-Based

Weighted-Average Remaining

Vesting Period (Years)

Employees and directors

A summary of stock-based compensation award activity (shares) during the three months ended June 30, 2023 is as follows:

Balance at April 1, 2023

Balance at June 30, 2023

A summary of stock-based compensation award

activity (shares) during the three months ended September 30, 2023 is as follows:

Balance at July 1, 2023

Stock dividends

Balance at September 30, 2023

_____________________________

Includes 77,774 deferred RSUs that have vested.

Stockholder Rights Plan

On March 17, 2023, the Board of Directors of the Company adopted a stockholder rights plan, as set forth in the Stockholder Rights Agreement, dated March 17, 2023, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent, as amended by Amendment No.

1 thereto, dated May 4, 2023 (“Amendment No.

On March 17, 2023, the Board of Directors of

the Company adopted a stockholder rights plan, as set forth in the Stockholder Rights Agreement, dated March 17, 2023, between the Company

and Continental Stock Transfer & Trust Company, as Rights Agent, as amended by Amendment No.

1 thereto, dated May 4, 2023 (“Amendment

1”), and by Amendment No.

2 thereto, dated May 10, 2023 (“Amendment No.

2”) (as amended, the “Stockholder Rights Agreement”).

At the Company’s 2023 Annual Meeting of Stockholders held on June 16, 2023, the Company’s stockholders ratified the adoption by the Board of Directors of the Stockholder Rights Agreement.

the terms of the Stockholder Rights Agreement, the Board of Directors declared a dividend distribution of (i) one Right (as defined below) for each outstanding share of common stock, par value $ 0.01 per share, of the Company’s common stock and (ii) 1,000 Rights for each outstanding share of Series A Preferred Stock, to stockholders of record as of the close of business on March 28, 2023 (the “Record Date”).

In addition, one Right will automatically attach to each share of common stock and 1,000 Rights will automatically attach to each share of Series A Preferred Stock, in each case, issued between the Record Date and the earlier of the Distribution Date (as defined below) and the expiration date of the Rights.

2”) (as amended, the “Stockholder

Rights Agreement”).

At the Company’s 2023 Annual Meeting of Stockholders held on June 16, 2023, the Company’s stockholders

ratified the adoption by the Board of Directors of the Stockholder Rights Agreement.

Pursuant to the terms of the Stockholder Rights

Agreement, the Board of Directors declared a dividend distribution of (i) one Right (as defined below) for each outstanding share of common

stock, par value $ 0.01 per share, of the Company’s common stock and (ii) 1,000 Rights for each outstanding share of Series A Preferred

Stock, to stockholders of record as of the close of business on March 28, 2023 (the “Record Date”).

In addition, one Right

will automatically attach to each share of common stock and 1,000 Rights will automatically attach to each share of Series A Preferred

Stock, in each case, issued between the Record Date and the earlier of the Distribution Date (as defined below) and the expiration date

of the Rights.

Each “Right” entitles the registered holder thereof to purchase from the Company a unit consisting of one ten-thousandth

of a share (a “Unit”) of Series B Junior Participating Cumulative Preferred Stock, par value $ 0.01 per share, of the Company (the “Series B Preferred Stock”) at a cash exercise price of $ 32.00 per Unit (the “Exercise Price”), subject to adjustment, under certain conditions specified in the Stockholder Rights Agreement and summarized below.

he Rights are not exercisable and are attached to and trade with all shares of common stock and Series A Preferred Stock outstanding as of, and issued subsequent to, the Record Date.

The Rights will separate from the common stock and Series A Preferred Stock and will become exercisable upon the earlier of (i) the close of business on the tenth calendar day following the first public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 10 % (or 20 % in the case of a person or group which, together with all affiliates and associates of such person or group, is the beneficial owner of shares of common stock of the Company representing less than 20 % of the shares of common stock of the Company then outstanding, and which is entitled to file, and files, a statement on Schedule 13G pursuant to Rule 13d-1(b)

or Rule 13d-1(c)

of the General Rules and Regulations under the Exchange Act as in effect at the time of the first public announcement of the declaration of the Rights dividend with respect to the shares of common stock beneficially owned by such person or group) or more of the outstanding shares of common stock, other than as a result of repurchases of stock by the Company or certain inadvertent actions by a stockholder (the date of such announcement being referred to as the “Stock Acquisition Date”), or (ii) the close of business on the tenth business day (or such later day as the Board of Directors may determine) following the commencement of a tender offer or exchange offer that could result upon its consummation in a person or group becoming an Acquiring Person (the earlier of such dates being herein referred to as the “Distribution Date”).

A person or group who beneficially owned 10 % or more (or 20 % or more in the case of passive stockholders) of the Company’s outstanding common stock prior to the first public announcement by the Company of the adoption of the Stockholder Rights Agreement will not trigger the Stockholder Rights Agreement so long as they do not acquire beneficial ownership of any additional shares of common stock at a time when they still beneficially own 10 % or more (or 20 % or more in the case of passive stockholders) of such common stock, subject to certain exceptions as set forth in the Stockholder Rights Agreement.

of the Stockholder Rights Agreement, beneficial ownership is defined to include ownership of securities that are subject to a derivative transaction and acquired derivative securities.

Swaps dealers unassociated with any control intent or intent to evade the purposes of the Stockholder Rights Agreement are excepted from such imputed beneficial ownership.

of a share (a “Unit”) of Series B Junior Participating Cumulative Preferred Stock, par value $ 0.01 per share, of the Company

(the “Series B Preferred Stock”) at a cash exercise price of $ 32.00 per Unit (the “Exercise Price”), subject to

adjustment, under certain conditions specified in the Stockholder Rights Agreement and summarized below.

Initially, the Rights are not exercisable and

are attached to and trade with all shares of common stock and Series A Preferred Stock outstanding as of, and issued subsequent to, the

The Rights will separate from the common stock and Series A Preferred Stock and will become exercisable upon the earlier

of (i) the close of business on the tenth calendar day following the first public announcement that a person or group of affiliated or

associated persons (an “Acquiring Person”) has acquired beneficial ownership of 10 % (or 20 % in the case of a person or group

which, together with all affiliates and associates of such person or group, is the beneficial owner of shares of common stock of the Company

representing less than 20 % of the shares of common stock of the Company then outstanding, and which is entitled to file, and files, a

statement on Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the General Rules and Regulations under the Exchange Act as in

effect at the time of the first public announcement of the declaration of the Rights dividend with respect to the shares of common stock

beneficially owned by such person or group) or more of the outstanding shares of common stock, other than as a result of repurchases of

stock by the Company or certain inadvertent actions by a stockholder (the date of such announcement being referred to as the “Stock

Acquisition Date”), or (ii) the close of business on the tenth business day (or such later day as the Board of Directors may determine)

following the commencement of a tender offer or exchange offer that could result upon its consummation in a person or group becoming an

Acquiring Person (the earlier of such dates being herein referred to as the “Distribution Date”).

A person or group who beneficially

owned 10 % or more (or 20 % or more in the case of passive stockholders) of the Company’s outstanding common stock prior to the first

public announcement by the Company of the adoption of the Stockholder Rights Agreement will not trigger the Stockholder Rights Agreement

so long as they do not acquire beneficial ownership of any additional shares of common stock at a time when they still beneficially own

10 % or more (or 20 % or more in the case of passive stockholders) of such common stock, subject to certain exceptions as set forth in the

Stockholder Rights Agreement.

For purposes of the Stockholder Rights Agreement,

beneficial ownership is defined to include ownership of securities that are subject to a derivative transaction and acquired derivative

Swaps dealers unassociated with any control intent or intent to evade the purposes of the Stockholder Rights Agreement are

excepted from such imputed beneficial ownership.

Pursuant to Amendment No.

1, beneficial ownership did not include the right to vote pursuant to any agreement, arrangement or understanding

with respect to voting on the proposal to approve and ratify the

Stockholder Rights Agreement presented to the Company’s stockholders at the Company’s 2023 annual meeting of stockholders.

1, beneficial ownership did not include the right to vote pursuant

to any agreement, arrangement or understanding with respect to voting on the proposal to approve and ratify the Stockholder Rights Agreement

presented to the Company’s stockholders at the Company’s 2023 annual meeting of stockholders.

Pursuant to Amendment No.

2, the parties to the SPA Agreement are not deemed to be “Acquiring Persons” solely by virtue of, or as a result of, the parties’ entry into the SPA Agreement, the issuance of the Series C Preferred Stock to GBH, and the performance or consummation of any of the other transactions contemplated by the SPA Agreement, among other conditions, under the terms and conditions set forth in Amendment No.

t that a Stock Acquisition Date occurs, proper provision will be made so that each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive upon exercise, in lieu of a number of shares of Series B Preferred Stock, that number of shares of common stock of the Company (or, in certain circumstances, including if there are insufficient shares of common stock to permit the exercise in full of the Rights, Units of Series B Preferred Stock, other securities, cash or property, or any combination of the foregoing) having a market value of two times the Exercise Price of the Right (such right being referred to as the “Subscription Right”).

In the event that, at any time following the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person, and the Company is not the continuing or surviving corporation, (ii) any person consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of common stock are changed into or exchanged for stock or other securities of any other person or cash or any other property, or (iii) 50 % or more of the Company’s assets or earning power is sold, mortgaged or otherwise transferred, each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the Exercise Price of the Right (such right being referred to as the “Merger Right”).

The holder of a Right will continue to have the Merger Right whether or not such holder has exercised the Subscription Right.

Rights that are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Stockholder Rights Agreement) become null and void.

hts may be redeemed in whole, but not in part, at a price of $ 0.01 per Right (payable in cash, common stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors only until the earlier of (i) the time at which any person becomes an Acquiring Person or (ii) the expiration date of the Stockholder Rights Agreement.

Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.

The Stockholder Rights Agreement may be amended by the Board of Directors in its sole discretion at any time prior to the time at which any person becomes an Acquiring Person.

After such time the Board of Directors may, subject to certain limitations set forth in the Stockholder Rights Agreement, amend the Stockholder Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or its associates or affiliates).

Until a Right is exercised, the holder will have no rights as a stockholder of the Company (beyond those as an existing stockholder), including the right to vote or to receive dividends.

While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for shares of common stock, other securities of the Company, other consideration or for common stock of an acquiring company.

The Rights are not exercisable until the Distribution Date and will expire at the close of business on March 16, 2024, unless previously redeemed or exchanged by the Company.

The Stockholder Rights Agreement provides the holders of the common stock with the ability to exempt an offer to acquire, or engage in another business combination transaction involving, the Company that is deemed a “Qualifying Offer” (as defined in the Stockholder Rights Agreement) from the terms of the Stockholder Rights Agreement.

A Qualifying Offer is, in summary, an offer determined by a majority of the independent members of the Board to have specific characteristics that are generally intended to preclude offers that are coercive, abusive or highly contingent.

Among those characteristics are that it be:

(i) a fully financed all-cash

tender offer or an exchange offer offering shares of common stock of the offeror, or a combination thereof, for any and all of the common stock;

the parties to the SPA Agreement are not deemed to be “Acquiring Persons” solely by virtue of, or as a result of, the parties’

entry into the SPA Agreement, the issuance of the Series C Preferred Stock to GBH, and the performance or consummation of any of the other

transactions contemplated by the SPA Agreement, among other conditions, under the terms and conditions set forth in Amendment No.

In the event that a Stock Acquisition Date occurs,

proper provision will be made so that each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights

shall become null and void) will thereafter have the right to receive upon exercise, in lieu of a number of shares of Series B Preferred

Stock, that number of shares of common stock of the Company (or, in certain circumstances, including if there are insufficient shares

of common stock to permit the exercise in full of the Rights, Units of Series B Preferred Stock, other securities, cash or property, or

any combination of the foregoing) having a market value of two times the Exercise Price of the Right (such right being referred to as

the “Subscription Right”).

In the event that, at any time following the Stock Acquisition Date, (i) the Company consolidates

with, or merges with and into, any other person, and the Company is not the continuing or surviving corporation, (ii) any person consolidates

with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in

connection with such merger, all or part of the shares of common stock are changed into or exchanged for stock or other securities of

any other person or cash or any other property, or (iii) 50 % or more of the Company’s assets or earning power is sold, mortgaged

or otherwise transferred, each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become

null and void) will thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal

to two times the Exercise Price of the Right (such right being referred to as the “Merger Right”).

The holder of a Right will

continue to have the Merger Right whether or not such holder has exercised the Subscription Right.

Rights that are or were beneficially

owned by an Acquiring Person may (under certain circumstances specified in the Stockholder Rights Agreement) become null and void.

The Rights may be redeemed in whole, but not

in part, at a price of $ 0.01 per Right (payable in cash, common stock or other consideration deemed appropriate by the Board of Directors)

by the Board of Directors only until the earlier of (i) the time at which any person becomes an Acquiring Person or (ii) the expiration

date of the Stockholder Rights Agreement.

Immediately upon the action of the Board of Directors ordering redemption of the Rights, the

Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.

The Stockholder Rights Agreement may be amended

by the Board of Directors in its sole discretion at any time prior to the time at which any person becomes an Acquiring Person.

such time the Board of Directors may, subject to certain limitations set forth in the Stockholder Rights Agreement, amend the Stockholder

Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that

do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or its associates or affiliates).

Until a Right is exercised, the holder will

have no rights as a stockholder of the Company (beyond those as an existing stockholder), including the right to vote or to receive dividends.

While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances,

recognize taxable income in the event that the Rights become exercisable for shares of common stock, other securities of the Company,

other consideration or for common stock of an acquiring company.

The Rights are not exercisable until the Distribution

Date and will expire at the close of business on March 16, 2024, unless previously redeemed or exchanged by the Company.

The Stockholder Rights Agreement provides the

holders of the common stock with the ability to exempt an offer to acquire, or engage in another business combination transaction involving,

the Company that is deemed a “Qualifying Offer” (as defined in the Stockholder Rights Agreement) from the terms of the Stockholder

Rights Agreement.

A Qualifying Offer is, in summary, an offer determined by a majority of the independent members of the Board to have

specific characteristics that are generally intended to preclude offers that are coercive, abusive or highly contingent.

Among those characteristics

are that it be:

(i) a fully financed all-cash tender offer or an exchange offer offering shares of common stock of the offeror, or a combination

thereof, for any and all of the common stock;

and (ii) an offer that is otherwise in the best interests of the Company’s stockholders.

The Stockholder Rights Agreement provides additional characteristics necessary for an acquisition offer to be deemed a “Qualifying Offer,” including if the consideration offered in a proposed transaction is stock of the acquiror.

Pursuant to the Stockholder Rights Agreement, if the Company receives a Qualifying Offer and the Board of Directors has not redeemed the outstanding Rights or exempted such Qualifying Offer from the terms of the Stockholder Rights Agreement or called a special meeting of stockholders (the “Special Meeting”) for the purpose of voting on whether to exempt such Qualifying Offer from the terms of the Stockholder Rights Agreement, in each case by the end of the 90 business day period following the commencement of such Qualifying Offer, provided such offer remains a Qualifying Offer during such period, the holders of 10% of the common stock may request that the Board call a Special Meeting to vote on a resolution authorizing the exemption of the Qualifying Offer from the terms of the Stockholder Rights Agreement.

If such a Special Meeting is not held by the 90 th

business day following the receipt of such a request from stockholders to call a Special Meeting, the Qualifying Offer will be deemed exempt from the terms of the Stockholder Rights Agreement on the 10 th

business day thereafter.

Earnings/(Loss) Per Share

The following tables set forth reconciliations of the basic and diluted earnings/(loss) per share computations for the periods presented:

The Stockholder Rights Agreement provides additional characteristics necessary for an acquisition offer to be deemed a “Qualifying

Offer,” including if the consideration offered in a proposed transaction is stock of the acquiror.

Pursuant to the Stockholder Rights Agreement,

if the Company receives a Qualifying Offer and the Board of Directors has not redeemed the outstanding Rights or exempted such Qualifying

Offer from the terms of the Stockholder Rights Agreement or called a special meeting of stockholders (the “Special Meeting”)

for the purpose of voting on whether to exempt such Qualifying Offer from the terms of the Stockholder Rights Agreement, in each case

by the end of the 90 business day period following the commencement of such Qualifying Offer, provided such offer remains a Qualifying

Offer during such period, the holders of 10% of the common stock may request that the Board call a Special Meeting to vote on a resolution

authorizing the exemption of the Qualifying Offer from the terms of the Stockholder Rights Agreement.

If such a Special Meeting is not

held by the 90 th business day following the receipt of such a request from stockholders to call a Special Meeting, the Qualifying

Offer will be deemed exempt from the terms of the Stockholder Rights Agreement on the 10 th business day thereafter.

Earnings Per Share

The following tables set forth reconciliations

of the basic and diluted earnings per share computations for the periods presented:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Basic Earnings per Share

Net income/(loss)

Income distributed to participating securities

Undistributed income allocable to participating securities

Net income/(loss) available to common stockholders—Basic EPS

Net income available to common stockholders — Basic EPS

Weighted average common shares (in thousands)

Basic earnings/(loss) per share

Basic earnings per share

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Diluted Earnings per Share

Net income/(loss) available to common stockholders

Net income available to common stockholders

Undistributed income allocable to participating securities

Reallocation of undistributed income allocable to participating securities considered potentially dilutive

Net income/(loss) available to common stockholders—Diluted EPS

Net income available to common stockholders — Diluted EPS

Weighted Average Diluted Shares (in thousands):

1 unchanged sentence

Dilutive effect of common stock equivalents, excluding participating securities

Weighted average diluted shares, excluding participating securities (in thousands)

Diluted earnings/(loss) per share

ed earnings/(loss) per share presented above is calculated using the

method as this method results in the lowest diluted earnings per share amount for common stock.

During the six months ended June 30, 2022, there were no dilutive common stock equivalents as the Company reported a net loss for the period.

Total antidilutive

non-participating

common stock equivalents were

208 , respectively, during the three and six months ended June 30, 2023, and

300 , respectively, during the comparable periods in 2022 (shares herein are reported in thousands).

were 855 and 430 potential common shares associated with the conversion options embedded in the 2020 Notes included in weighted average diluted shares for the three and six months ended June 30, 2023.

There were no such potential common shares for the comparable periods in 2022 as the Company’s average stock price was lower than the conversion price.

The following table reconciles weighted average diluted shares as reported on the Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate diluted earnings/(loss) per share as disclosed in the table above:

Weighted average diluted shares, excluding participating securities

(in thousands)

Diluted earnings per share

Diluted earnings per share presented above is

calculated using the two-class method as this method results in the lowest diluted earnings per share amount for common stock.

no antidilutive non-participating common stock equivalents for the three months ended September 30, 2023.

Total antidilutive non-participating

common stock equivalents were 2 for the nine months ended September 30, 2023 and 483 and 410 , respectively, during the comparable periods

in 2022 (shares herein are reported in thousands).

There were 627 potential common shares associated

with the conversion options embedded in the 2020 Notes included in weighted average diluted shares for the nine months ended September

Potential common shares associated with the conversion option embedded in the 2021 Notes and 2023 Notes were excluded from the

computation for the three and nine months ended September 30, 2023 and 2022, as the Company’s average stock price

during those respective periods was lower than the conversion price.

The following table reconciles weighted average

diluted shares as reported on the Company’s Consolidated Statements of Operations for the three and nine months ended September

30, 2023 and 2022, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate

diluted earnings/(loss) per share as disclosed in the table above:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Reconciliation of Weighted Average Diluted Shares (in thousands)

1 unchanged sentence

Participating securities:

Weighted average shares of common stock issuable upon conversion of the Series A Preferred Stock (Note 11)

Weighted average shares of common stock issuable upon conversion of the Series C Preferred Stock (Note 11)

Weighted average shares of common stock

issuable upon conversion of the Series A Preferred Stock (Note 11)

Weighted average shares of common stock

issuable upon conversion of the Series C Preferred Stock (Note 11)

Potentially dilutive restricted stock awards

Weighted average diluted shares used to calculate diluted earnings/(loss) per share as disclosed in the table above

Excludes 15,486 participating securities and 356 potentially dilutive non-participating

common stock equivalents for the six months ended June 30, 2022 as the Company reported a net loss for the period (shares herein are reported in thousands).

Effective Income Tax Rate – Three and Six Months Ended June 30, 2 023

he Company’s effective income tax rate during the three months ended June 30, 2023 was 6.1 %, resulting in income tax expense of $ 3,555 .

The effective income tax rate differs from the federal statutory tax rate of 21 % primarily due to a non-taxable

gain on revaluation/termination of deferred consideration—gold payments and a decrease in the deferred tax asset valuation allowance on losses recognized on the Company’s investments.

These items were partly offset by non-deductible

executive compensation.

any’s effective income tax rate during the six months ended June 30, 2023 of 6.5 %, resulting in income tax expense of $ 4,938 .

The effective income tax rate differs from the federal statutory tax rate of 21 % primarily due to a non-taxable

gain on revaluation/termination of deferred consideration—gold payments, a $ 1,353 reduction in unrecognized tax benefits (including interest and penalties) and a lower tax rate on foreign earnings.

These items were partly offset by a non-deductible

loss on extinguishment of our convertible notes, non-deductible

executive compensation and an increase in the deferred tax asset valuation allowance on losses recognized on our investments.

Effective Income Tax Rate – Three and Six Months Ended June 30, 2022

e Company’s effective income tax rate during the three months ended June 30, 2022 of 25.0 % resulted in income tax expense of $ 2,673 .

The effective income tax rate differs from the federal statutory tax rate of 21 % primarily due a valuation allowance on losses recognized on securities owned and non-deductible

executive compensation.

These items were partly offset by a non-taxable

gain on revaluation of deferred consideration—gold payments and a lower tax rate on foreign earnings.

y’s effective income tax rate benefit during the six months ended June 30, 2022 of 86.2 % resulted in an income tax benefit of $ 14,040 .

The Company’s effective income tax rate differs from the federal statutory tax rate of 21 % primarily due to a $ 19,897 reduction in unrecognized tax benefits (including interest and penalties) and a lower tax rate on foreign earnings.

These items were partly offset by a non-taxable

loss on revaluation of deferred consideration—gold payments and an increase in the deferred tax asset valuation allowance on losses recognized on financial instruments owned.

Weighted average diluted shares used to calculate diluted earnings per share as disclosed in the table above

Effective Income Tax Rate – Three and Nine Months Ended

September 30, 2023

The Company’s effective income tax rate

during the three months ended September 30, 2023 was 31.0 %, resulting in income tax expense of $ 5,836 .

The effective income tax rate differs

from the federal statutory tax rate of 21 % primarily due to an increase in the deferred tax asset valuation allowance on losses recognized

on the Company’s investments and non-deductible executive compensation.

The Company’s effective income tax rate

during the nine months ended September 30, 2023 was 11.4 %, resulting in income tax expense of $ 10,774 .

The effective income tax rate differs

from the federal statutory tax rate of 21 % primarily due to a non-taxable gain on revaluation/termination of deferred consideration—gold

payments, a $ 1,353 reduction in unrecognized tax benefits (including interest and penalties) and a lower tax rate on foreign earnings.

These items were partly offset by a non-deductible loss on extinguishment of our convertible notes, an increase in the deferred tax asset

valuation allowance on losses recognized on our investments and non-deductible executive compensation.

Effective Income Tax Rate – Three and Nine Months Ended

September 30, 2022

The Company’s effective income tax

rate during the three months ended September 30, 2022 of 3.9 %

resulted in income tax expense of $ 3,327 .

The effective income tax rate differs from the federal statutory tax rate of 21 %

primarily due to a non-taxable gain on revaluation of deferred consideration.

This was partly offset by an increase in the deferred

tax asset valuation allowance on losses recognized on financial instruments owned.

The Company’s effective income tax rate

during the nine months ended September 30, 2022 of negative 15.7 % resulted in an income tax benefit of $ 10,713 .

The effective income tax

rate differs from the federal statutory tax rate of 21 % primarily due to a $ 19,897 reduction in unrecognized tax benefits (including interest

and penalties), a non-taxable gain on revaluation of deferred consideration and a lower tax rate on foreign earnings.

These items were

partly offset by an increase in the deferred tax asset valuation allowance on losses recognized on financial instruments owned.

Deferred Tax Assets

A summary of the components of the Company’s deferred tax assets at June 30, 2023 and December 31, 2022 is as follows:

A summary of the components of the Company’s

deferred tax assets at September 30, 2023 and December 31, 2022 is as follows:

September 30,

Deferred tax assets:

Capital losses

Unrealized losses

Accrued expenses

Unrealized losses

Stock-based compensation

Interest carryforwards

Goodwill and intangible assets

Operating lease liabilities

Interest carryforwards

Foreign currency translation adjustment

Operating lease liabilities

Outside basis differences

Deferred tax assets

Total deferred tax assets

Deferred tax liabilities:

2 unchanged sentences

Right of use assets—operating leases

Deferred tax liabilities

Total deferred tax liabilities:

Total deferred tax assets less deferred tax liabilities

2 unchanged sentences

Capital Losses – U.S.

The Company’s tax effected capital losses at June 30, 2023 were $

The Company’s tax effected capital losses

at September 30, 2023 were $ 19,083 .

These capital losses expire between the years 2023 and 2028.

Net Operating Losses – Europe

One of the Company’s European subsidiaries generated NOLs outside the U.S.

These tax effected NOLs, all of which are carried forward indefinitely, were $

1,583 at June 30, 2023.

One of the Company’s European subsidiaries

generated NOLs outside the U.S.

These tax effected NOLs, all of which are carried forward indefinitely, were $ 1,482 at September 30, 2023.

Valuation Allowance

The Company’s valuation allowance has been established on its net capital losses, unrealized losses and outside basis differences, as it is more-likely-than-not

that these deferred tax assets will not be realized.

The Company’s valuation allowance has

been established on its net capital losses, unrealized losses and outside basis differences, as it is more-likely-than-not that these

deferred tax assets will not be realized.

Income Tax Examinations

The Company is subject to U.S.

federal income tax as well as income tax of multiple state, local and certain foreign jurisdictions.

As of June 30, 2023, with few exceptions, the Company was no longer subject to income tax examinations by any taxing authority for the years before 2018.

federal income

tax as well as income tax of multiple state, local and certain foreign jurisdictions.

As of September 30, 2023, with few exceptions, the

Company was no longer subject to income tax examinations by any taxing authority for the years before 2018.

Undistributed Earnings of Foreign Subsidiaries

Income Taxes provides guidance that U.S.

ASC 740-30 Income Taxes provides guidance that

companies do not need to recognize tax effects on foreign earnings that are indefinitely reinvested.

The Company repatriates earnings of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 210 and $ 205 at June 30, 2023 and December 31, 2022, respectively.

The Company repatriates earnings

of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 203 and $ 205 at September 30, 2023 and December

31, 2022, respectively.

Shares Repurchased

ary 22, 2022, the Company’s Board of Directors approved an increase of $ 85,709 to the Company’s share repurchase program to $ 100,000 and extended the term for three years through April 27, 2025 .

Included under the Company’s share repurchase program are purchases to offset future equity grants made under the Company’s equity plans and purchases made in open market or privately negotiated transactions.

This authority may be exercised from time to time, subject to regulatory considerations.

The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities.

On February 22, 2022, the Company’s Board

of Directors approved an increase of $ 85,709 to the Company’s share repurchase program to $ 100,000 and extended the term for three

years through April 27, 2025 .

Included under the Company’s share repurchase program are purchases to offset future equity grants

made under the Company’s equity plans and purchases made in open market or privately negotiated transactions.

This authority may

be exercised from time to time, subject to regulatory considerations.

The timing and actual number of shares repurchased will depend on

a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements

and priorities.

The repurchase program may be suspended or terminated at any time without prior notice.

Shares repurchased under this program are returned to the status of authorized and unissued on the Company’s books and records.

ompany repurchased 26,582 and 631,087 shares of its common stock under this program during the three and six months ended June 30, 2023, and 588,694 during the comparable periods in 2022.

The aggregate cost of the shares repurchased during the three and six months ended June 30, 2023 was $ 156 and $ 3,540 , respectively, and the aggregate cost of the shares repurchased during the comparable periods in 2022 was $ 3,394 .

Shares repurchased under this

program are returned to the status of authorized and unissued on the Company’s books and records.

The Company repurchased 4,566 and 635,653 shares

of its common stock under this program during the three and nine months ended September 30, 2023, and 4,567 and 593,261 during the comparable

periods in 2022.

The aggregate cost of the shares repurchased during the three and nine months ended September 30, 2023 was $ 30 and $ 3,570 ,

respectively, and the aggregate cost of the shares repurchased during the comparable periods in 2022 was $ 24 and $ 3,418 , respectively.

Shares repurchased under this program were returned to the status of authorized and unissued on the Company’s books and records.

June 30, 2023, $ 96,436 remained under this program for future purchases.

As of September 30, 2023, $ 96,406 remained under

this program for future purchases.

Goodwill and Intangible Assets

The table below sets forth goodwill which is tested annually for impairment on November 30 th

The table below sets forth goodwill which is

tested annually for impairment on November 30 th :

Balance at January 1, 2023

Balance at June 30, 2023

On April 11, 2023, the Company acquired 100 % of the equity interests of Securrency Transfers, Inc.

(renamed WisdomTree Transfers, Inc.) for an aggregate purchase price of $ 985 (net of cash acquired).

The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, and resulted in all consideration being allocated to goodwill.

the total goodwill of $ 86,841 at June 30, 2023, $ 85,042 is not deductible for tax purposes as the acquisitions that gave rise to the goodwill were structured as stock acquisitions.

Balance at September 30, 2023

_____________________________

(1) On April 11,

2023, the Company acquired 100 % of the equity interests of Securrency Transfers, Inc.

(renamed WisdomTree Transfers, Inc.) for an aggregate

purchase price of $ 985 (net of cash acquired).

The acquisition has been accounted for under the acquisition method of accounting in accordance

with ASC Topic 805, Business Combinations , and resulted in all consideration being allocated to goodwill.

Of the total goodwill of $ 86,841 at September

30, 2023, $ 85,042 is not deductible for tax purposes as the acquisitions that gave rise to the goodwill were structured as stock acquisitions.

The remainder of the goodwill is deductible for U.S.

1 unchanged sentence

Intangible Assets

The table below sets forth the Company’s intangible assets which are tested annually for impairment on November 30 th

Balance at June 30, 2023

The table below sets forth the Company’s

intangible assets which are tested annually for impairment on November 30 th :

Balance at September 30, 2023

ETFS acquisition

Software development

Balance at June 30, 2023

Balance at September 30, 2023

Balance at December 31, 2022

3 unchanged sentences

ETFS Acquisition (Indefinite-Lived)

In connection with the ETFS Acquisition, which was completed on

April 11, 2018 , the Company identified intangible assets valued at $

601,247 related to the right to manage AUM through customary advisory agreements.

These intangible assets were determined to have indefinite useful lives and are not deductible for tax purposes.

In connection with the ETFS Acquisition, which

was completed on April 11, 2018 , the Company identified intangible assets valued at $ 601,247 related to the right to manage AUM through

customary advisory agreements.

These intangible assets were determined to have indefinite useful lives and are not deductible for tax

Software Development (Finite-Lived)

Internally-developed software is amortized over a useful life of

three years .

During the three and six months ended June 30, 2023, the Company recognized amortization expense on internally-developed software of $

156 , respectively.

As of June 30, 2023, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows:

Internally-developed software is amortized over

a useful life of three years .

During the three and nine months ended September 30, 2023, the Company recognized amortization expense on

internally-developed software of $ 249 and $ 355 , respectively.

As of September 30, 2023, expected amortization

expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows:

Remainder of 2023

1 unchanged sentence

Total expected amortization expense

e weighted-average remaining useful life of the finite-lived intangible assets is 2.9 years.

The weighted-average remaining useful life of

the finite-lived intangible assets is 2.7 years.

Contingent Payments

Sale of Canadian ETF Business

n February 19, 2020, the Company completed the sale of all the outstanding shares of WisdomTree Asset Management Canada, Inc.

On February 19, 2020, the Company completed

the sale of all the outstanding shares of WisdomTree Asset Management Canada, Inc.

to CI Financial Corp.

The Company received CDN $ 3,720 (USD $ 2,774 ) in cash at closing and was paid CDN $ 3,000 (USD $ 2,360 ) and CDN $ 2,000 (USD $ 1,477 ) of additional cash consideration based upon the achievement of certain AUM growth targets as determined on the 18-month

and the 36-month

anniversaries of the closing date, respectively.

ain of $ 0 and $ 1,477 was recognized during the three and six months ended June 30, 2023, respectively, from remeasuring the contingent payment to its realizable value.

This gain was recorded in other gains and losses, net.

The Company received CDN $ 3,720

(USD $ 2,774 ) in cash at closing and was paid CDN $ 3,000 (USD $ 2,360 ) and CDN $ 2,000 (USD $ 1,477 ) of additional cash consideration based

upon the achievement of certain AUM growth targets as determined on the 18-month and the 36-month anniversaries of the closing date, respectively.

A gain of $ 0 and $ 1,477 was recognized during

the three and nine months ended September 30, 2023, respectively, from remeasuring the contingent payment to its realizable value.

gain was recorded in other losses, net.

Subsequent Events

The Company evaluated subsequent events through the date of issuance of the accompanying consolidated financial statements.

The Company evaluated subsequent events through

the date of issuance of the accompanying consolidated financial statements.

There were no events requiring disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements