What changed in this filing

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Item 1. Financial Statements

2026-02-11 compared with 2025-11-13 · 384 added, 351 removed, 633 unchanged (54% of the section changed)

FINANCIAL STATEMENTS.

SOLUTIONS, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and June 30, 2025

Consolidated Statements of Operations for the Three Months Ended September 30, 2025 and 2024 (Unaudited)

Consolidated Statements of Stockholders’ Equity for the Three Months Ended September 30, 2025 and 2024 (Unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2025 and 2024 (Unaudited)

to Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and June 30, 2025

Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2025 and 2024 (Unaudited)

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended December 31, 2025 and 2024 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2025 and 2024 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CONDENSED CONSOLIDATED BALANCE

December 31, 2025

Current assets:

Cash and cash equivalents

Restricted cash

Accounts receivable, net

11 unchanged sentences

Accounts payable and accrued expenses

Deferred revenue

Pre-funded warrant liability

11 unchanged sentences

$ 0.0001 par value, 50,000,000 shares authorized;

0 and 1,875,795 shares issued and outstanding as of September 30, 2025 and June 30, 2025, respectively

0 and 1,875,795 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively

Class B Common Stock;

$ 0.0001 par value, 6,942,000,000 shares authorized;

186,598,270 and 9,961,227 shares issued and outstanding as of September 30, 2025 and June 30, 2025, respectively

210,439,401 and 9,961,227 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively

Additional paid-in capital

10 unchanged sentences

Three Months Ended

September 30,

Six Months Ended

Cost of sales (exclusive of depreciation shown separately below)

Operating expenses:

General and administrative expense

General and administrative

Advertising expense

3 unchanged sentences

( 20,717,888 )

( 28,933,286 )

( 1,780,740 )

Other income (expense)

Interest expense, net

Interest income (expense), net

Change in fair value of digital assets

( 83,703,185 )

( 88,699,929 )

Foreign exchange loss

3 unchanged sentences

$ ( 104,360,352 )

$ ( 1,005,030 )

$ ( 117,728,051 )

$ ( 1,861,109 )

Foreign currency translation adjustment

1 unchanged sentence

$ ( 104,348,846 )

Net loss per share of Class A and Class B stock, basic and diluted

Weighted average shares used in computing net loss per Class A share, basic and

Weighted average shares used in computing net loss per Class B share, basic and

$ ( 1,005,030 )

$ ( 117,719,345 )

$ ( 1,861,109 )

Net loss per share, basic and diluted

Weighted average shares used in computing net loss per share, basic and diluted

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

STATEMENTS OF STOCKHOLDERS’ EQUITY

Additional Paid in

Accumulated Other

For the Three and Six Months Ended December 31, 2025

(formerly Class B)

Comprehensive

Total Stockholders’

Stockholders’

Balance at June 30, 2025

$ ( 14,047,224 )

Conversion of class A common stock into class B common

Conversion of class A common stock into common stock

( 1,875,795 )

Issuance of class B common stock in at-the-market offering

Issuance of class B common stock upon exercise of warrants

Issuance of class B common stock upon settlement of debt

Issuance of class B common stock under settlement agreement

Issuance of class B common stock for services

Issuance of class B common stock upon exercise of options

– 2022 Equity Incentive Plan

Issuance of class B common stock upon vesting of restricted

stock units – 2022 Equity Incentive Plan

Issuance of restricted stock awards – 2022 Equity

Incentive Plan

Stock based compensation – 2022 Equity Incentive

Issuance of common stock in at-the-market offering

Issuance of common stock upon exercise of warrants

Issuance of common stock upon settlement of debt

Issuance of common stock under settlement agreement

Issuance of common stock for services

Issuance of common stock upon exercise of options – 2022 Equity Incentive Plan

Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan

Issuance of restricted stock awards – 2022 Equity Incentive Plan

Stock based compensation – 2022 Equity Incentive Plan

Currency translation adjustment

6 unchanged sentences

$ 172,495,928

For the Three Months Ended September

Additional Paid in

Total Stockholders’

Issuance of common stock in at-the-market offering

Issuance of common stock upon exercise of warrants

Issuance of common stock for services

Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan

Issuance of restricted stock awards – 2022 Equity Incentive Plan

Stock based compensation – 2022 Equity Incentive Plan

Common stock cancelled

Currency translation adjustment

Net loss for the period

( 104,360,352 )

Balance at December 31, 2025

( 131,775,275 )

CLEANCORE SOLUTIONS, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three and Six Months Ended December 31, 2024

(formerly Class B)

Stockholders’

Balance at June 30, 2024

$ ( 7,304,949 )

Issuance of class B common stock upon vesting of restricted

stock units – 2022 Equity Incentive Plan

Stock based compensation – 2022 Equity Incentive

Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan

Stock based compensation – 2022 Equity Incentive Plan

Net loss for the period

1 unchanged sentence

$ ( 8,161,031 )

Conversion of class A common stock into common stock

Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan

Stock based compensation – 2022 Equity Incentive Plan

Net loss for the period

( 1,005,030 )

Balance at December 31, 2024

$ ( 9,166,061 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

September 30,

Six Months Ended

Cash flows from operating activities

14 unchanged sentences

Prepaid expenses

( 2,399,204 )

Deferred revenue

3 unchanged sentences

( 7,167,396 )

Investing activities

( 1,662,330 )

Cash flows from investing activities

Purchase of property and equipment

3 unchanged sentences

( 148,622,724 )

Financing activities

Cash flows from financing activities

Proceeds from at-the-market offering

1 unchanged sentence

Proceeds from exercise of warrants

Proceeds from issuance of loans from related parties

Proceeds from subscription advance

Payments of deferred offering costs

( 1,078,967 )

Repayments of notes payable

3 unchanged sentences

Net increase (decrease) in cash

( 1,456,122 )

Cash and cash equivalents at beginning of period

7 unchanged sentences

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Organization and Business

31 unchanged sentences

headquarters, principal address and records of the Company are located at 5920 South 118th Circle, Suite 2, Omaha, Nebraska.

The Company has incurred losses and negative cash

flows from operations.

From October 17, 2022 (the date of the acquisition) through September 30, 2025, the Company has financed its operations

primarily through investor funding.

As of September 30, 2025, the Company had cash of $ 12,914,595 , a net loss of $ 13,367,699 for the three

months ended September 30, 2025, and cash used in operating activities of $ 3,796,652 .

In accordance with Accounting Standards Codification

(“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern , management is required to perform a two-step

analysis over the Company’s ability to continue as a going concern.

Management must first evaluate whether there are conditions

and events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from

the date the financial statements are issued.

If management concludes that substantial doubt is raised, management is also required to

consider whether its plans alleviate that doubt.

September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of class B

common stock for aggregate gross proceeds of $ 175,000,420 , of which $ 148,650,530 was paid in cash and $ 26,349,890 was paid in cryptocurrency.

Company has incurred losses and negative cash flows from operations.

From October 17, 2022 (the date of the acquisition) through December

31, 2025, the Company has financed its operations primarily through investor funding.

As of December 31, 2025, the Company had cash of

$ 7,403,390 and for the six months ended December 31, 2025, had a net loss of $ 117,728,051 and cash used in operating activities of $ 7,167,396 .

In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going

Concern , management is required to perform a two-step analysis over the Company’s ability to continue as a going concern.

must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue

as a going concern for a period of 12 months from the date the financial statements are issued.

If management concludes that substantial

doubt is raised, management is also required to consider whether its plans alleviate that doubt.

September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of common

stock for aggregate gross proceeds of $ 175,000,420 , of which $ 148,650,530 was paid in cash and $ 26,349,890 was paid in cryptocurrency.

After deducting placement agent fees, reimbursed expenses, and other offering expenses from the total gross proceeds, including both

4 unchanged sentences

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

August 29, 2025, the Company entered into an amended and restated sales agreement (the “Sales Agreement”) with Maxim Group

4 unchanged sentences

Securities Act of 1933, as amended, issue and sell through or to the Sales Agents up to a maximum aggregate amount of $ 1,150,000,000 of

shares of class B common stock.

During the three months ended September 30, 2025, the Company issued an aggregate of 6,533,723 shares

of class B common stock under the Sales Agreement for gross proceeds of $ 22,017,431 and net proceeds of approximately $ 21,357,562 .

shares of common stock.

During the six months ended December 31, 2025, the Company issued an aggregate of 8,579,273 shares of common

stock under the Sales Agreement for gross proceeds of $ 26,399,778 and net proceeds of approximately $ 25,608,235 .

these offerings, management believes that currently available resources will not be sufficient to fund the Company’s planned expenditures

2 unchanged sentences

doubt about the Company’s ability to continue as a going concern for 12 months from the date of issuance of these financial statements

as of and for the three months ended September 30, 2025.

as of and for the three months ended December 31, 2025.

Company will be dependent upon the raising of additional capital through equity and/or debt financing in order to implement its business

14 unchanged sentences

of Presentation

accompanying unaudited interim condensed consolidated financial statements as of and for the three months ended September 30, 2025 and

2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information,

and include the accounts of the Company and its wholly owned subsidiary.

In the opinion of management, all adjustments considered necessary

for a fair presentation have been included.

The unaudited interim consolidated financial statements are condensed and should be read

in conjunction with the Company’s latest annual audited 2025 condensed consolidated financial statements, which are included in

the Company’s Annual Report on Form 10-K filed with the SEC on August 22, 2025 (the “Form 10-K”).

The results of operations

for interim periods are not necessarily indicative of results to be expected for the fiscal year ending June 30, 2026 or for any other

future annual or interim period.

accompanying unaudited interim condensed consolidated financial statements as of and for the three and six months ended December 31,

2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim

financial information, and include the accounts of the Company and its wholly owned subsidiary.

In the opinion of management, all adjustments

considered necessary for a fair presentation have been included.

The unaudited interim consolidated financial statements are condensed

and should be read in conjunction with the Company’s latest annual audited 2025 condensed consolidated financial statements, which

are included in the Company’s Annual Report on Form 10-K filed with the SEC on August 22, 2025 (the “Form 10-K”).

results of operations for interim periods are not necessarily indicative of results to be expected for the fiscal year ending June 30,

2026 or for any other future annual or interim period.

preparation of financial statements in conformity with U.S.

11 unchanged sentences

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

of Consolidation

9 unchanged sentences

Cash is recorded at cost, which approximates fair value.

of September 30, 2025 and June 30, 2025, cash balances were deposited at a major financial institution.

Cash balances are subject to

minimal credit risk as the balances are with high credit quality financial institutions (see also Concentration of Credit Risk below).

The Company maintains restricted cash, which is to be used for the purchase of Dogecoin as part of its treasury strategy.

of December 31, 2025 and June 30, 2025, cash balances were deposited at a major financial institution.

Cash balances are subject to minimal

credit risk as the balances are with high credit quality financial institutions (see also Concentration of Credit Risk below).

maintains restricted cash, which is to be used for the purchase of Dogecoin as part of its treasury strategy.

Concentration

12 unchanged sentences

impaired items.

As of September 30, 2025 and June 30, 2025, the Company maintained an allowance for slow-moving and inventory obsolescence

As of December 31, 2025 and June 30, 2025, the Company maintained an allowance for slow-moving and inventory obsolescence

of $ 215,527 and $ 37,420 , respectively.

20 unchanged sentences

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

The vast majority of the Company’s assets are

concentrated in its Dogecoin holdings.

Dogecoin is a digital asset, which is a novel asset class that is subject to significant legal,

commercial, regulatory and technical uncertainty.

Holding Dogecoin does not generate any cash flows and involves custodial fees and other

Additionally, the price of Dogecoin has historically experienced significant price volatility, and a significant decrease in the

price of Dogecoin would adversely affect the Company’s financial condition and results of operations.

The Company’s strategy

of acquiring and holding Dogecoin also exposes it to counterparty risks with respect to the custody of its Dogecoin, cybersecurity risks,

and other risks inherent to holding a digital asset.

In particular, the Company is subject to the risk that, if its private keys with

respect to its digital assets are lost or destroyed or other similar circumstances or events occur, the Company may lose some or all of

its digital assets, which could materially adversely affect the Company’s financial condition and results of operations.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

vast majority of the Company’s assets are concentrated in its Dogecoin holdings.

Dogecoin is a digital asset, which is a novel

asset class that is subject to significant legal, commercial, regulatory and technical uncertainty.

Holding Dogecoin does not generate

any cash flows and involves custodial fees and other costs.

Additionally, the price of Dogecoin has historically experienced significant

price volatility, and a significant decrease in the price of Dogecoin would adversely affect the Company’s financial condition

and results of operations.

The Company’s strategy of acquiring and holding Dogecoin also exposes it to counterparty risks with

respect to the custody of its Dogecoin, cybersecurity risks, and other risks inherent to holding a digital asset.

In particular, the

Company is subject to the risk that, if its private keys with respect to its digital assets are lost or destroyed or other similar circumstances

or events occur, the Company may lose some or all of its digital assets, which could materially adversely affect the Company’s

financial condition and results of operations.

Offering Costs

2 unchanged sentences

As the pre-funded warrants offering closed on September 5, 2025, a total of $ 1,078,967 deferred

costs were charged against the gross proceeds of the offering for the three months ended September 30, 2025.

costs were charged against the gross proceeds of the offering for the six months ended December 31, 2025.

These offering costs included

3 unchanged sentences

Loss Per Share of Common Stock

net loss per class A and class B common share is calculated by dividing the net loss distributed to class A and class B, respectively,

by the weighted-average number of common shares of each respective class outstanding during the period, without consideration for potentially

net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period,

without consideration for potentially dilutive securities.

Diluted net loss per share is computed by dividing the net loss attributable

to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period.

For purposes of the diluted net loss per share calculation, stock options, warrants and convertible debt are considered to be potentially

dilutive securities.

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average

number of common shares and potentially dilutive securities outstanding for the period.

For purposes of the diluted net loss per share

calculation, stock options, warrants and convertible debt are considered to be potentially dilutive securities.

As of September 30, 2025

and June 30, 2025, there were 31,315,088 and 1,729,477 , respectively, of potential common stock equivalents excluded from the diluted

loss per share calculations as their effect is anti-dilutive.

Because the Company has reported a net loss for the three months ended

September 30, 2025 and 2024, diluted net loss per common share is the same as basic net loss per common share for such periods.

As of December 31, 2025 and June 30, 2025, there were 27,225,926 and 1,729,477 , respectively, of potential common

stock equivalents excluded from the diluted loss per share calculations as their effect is anti-dilutive.

Because the Company has reported

a net loss for the three and six months ended December 31, 2025 and 2024, diluted net loss per common share is the same as basic net

loss per common share for such periods.

Accounting Standards

21 unchanged sentences

the effects of this pronouncement on its financial statements and disclosures.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which requires public companies to disaggregate

17 unchanged sentences

may have on its consolidated financial statements.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

Disaggregated Revenue

1 unchanged sentence

Three Months Ended

September 30,

Six Months Ended

Janitorial and Sanitation

Total revenue

“Other” category of revenue consists primarily of sales of parts, accessories, shipping and handling, and equipment rental

“Other” category of revenue consists primarily of sales ice and laundry units, parts, accessories, shipping and handling,

and equipment rental income.

following table disaggregates revenue by geographical region for the following periods:

Three Months Ended

September 30,

Six Months Ended

International

2 unchanged sentences

and cash equivalents consists of the following at:

September 30,

Checking and savings

11 unchanged sentences

The Company entered into this transaction to expand

its presence in the European Union.

its presence in Europe.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

total cost of the assets consisted of the following:

7 unchanged sentences

On August 26, 2025, all remaining principal and interest due under this note in the amount of $ 819,766 was converted into

415,584 shares of class B common stock.

warrant is for the purchase up to 425,000 shares of class B common stock at an exercise price of $ 1.25 per share.

The Company obtained

an external valuation of the warrant noting a fair value of $ 181,475 .

415,584 shares of common stock.

warrant is for the purchase up to 425,000 shares of common stock at an exercise price of $ 1.25 per share.

The Company obtained an external

valuation of the warrant noting a fair value of $ 181,475 .

addition, the transaction includes contingent consideration in the form of an earnout of up to $ 1,250,000 to the extent that Net Sales

32 unchanged sentences

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Accounts Receivable, Net

receivable, net consists of the following at:

September 30,

Trade accounts receivable

3 unchanged sentences

expenses and other current assets consists of the following at:

September 30,

Prepaid inventory parts

Prepaid insurance

Prepaid marketing

Prepaid certification and fees

Prepaid professional fees

Prepaid other

1 unchanged sentence

consists of the following at:

September 30,

Finished goods

3 unchanged sentences

The Company adjusted the inventory reserve to $ 215,527

as of September 30, 2025 from $ 37,420 as of June 30, 2025.

Digital Assets

as of December 31, 2025 from $ 37,420 as of June 30, 2025.

Company’s digital asset holdings are comprised of the following at:

September 30,

Number of Dogecoin held

Digital assets carrying fair value

$ 163,852,717

Digital assets cost basis

1 unchanged sentence

Unrealized loss on digital assets

The fair value per share used to compute the digital

assets carrying fair value as of September 30, 2025 was $ 0.23 .

fair value per share used to compute the digital assets carrying fair value as of December 31, 2025 was $ 0.117665 .

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Intangible Assets

assets consist of the following at:

September 30,

Distribution agreements

4 unchanged sentences

its machines to produce the ozone in the form of nanobubbles.

expense related to intangibles was $ 75,579 and $ 38,499 for the three months ended September 30, 2025 and 2024, respectively.

expense related to intangibles was $ 58,239 and $ 38,499 for the three months ended December 31, 2025 and 2024, respectively, and $ 132,791

and $ 76,998 for the six months ended December 31, 2025 and 2024, respectively.

Accounts Payable and Accrued Expenses

payable and accrued expenses consist of the following at:

September 30,

Accounts payable

18 unchanged sentences

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

May 31, 2024, Burlington and Walker Water LLC (“WW”) entered into an allonge, assignment and agreement (the “Burlington

13 unchanged sentences

agreements pursuant to which the quarterly payments of $ 100,000 that were due on each of January 1, 2025, April 1, 2025 and July 1, 2025

were converted into an aggregate of 133,500 shares of class B common stock.

On August 27, 2025, the Company and Burlington entered into

a conversion agreement pursuant to which all remaining principal and accrued interest due under the Burlington Note in the amount of

$ 1,785,342 was converted into 1,000,000 shares of class B common stock.

were converted into an aggregate of 133,500 shares of common stock.

On August 27, 2025, the Company and Burlington entered into a conversion

agreement pursuant to which all remaining principal and accrued interest due under the Burlington Note in the amount of $ 1,785,342 was

converted into 1,000,000 shares of common stock.

to the Burlington Assignment Agreement, the Company also issued a promissory note to WW in the principal amount of $ 633,840 (the “WW

16 unchanged sentences

and Sanzonate entered into a conversion agreement pursuant to which all remaining principal and accrued interest due under this note

in the amount of $ 819,766 was converted into 415,584 shares of class B common stock.

in the amount of $ 819,766 was converted into 415,584 shares of common stock.

April 16, 2025, the Company entered into subscription agreements with several accredited investors for the purchase of (i) 12 % unsecured

promissory notes in the aggregate principal amount of $ 1,010,000 and (ii) five-year warrants to purchase an aggregate of 134,666 shares

of class B common stock at an exercise price of $ 1.06 per share for an aggregate purchase price of $ 1,010,000 .

The notes bore interest

at a rate of 12 % per annum, payable quarterly, and were due and payable on April 16, 2027 .

On August 26, 2025, the Company and the holder

of a 12 % unsecured promissory note in the principal amount of $ 350,000 entered into a conversion agreement pursuant to which all remaining

principal and accrued interest due under this note in the amount of $ 405,417 was converted into 85,366 shares of class B common stock.

On September 5, 2025, the outstanding principal balance of the remaining notes of $ 660,000 and accrued interest balance of $ 14,300 was

paid in full.

of common stock at an exercise price of $ 1.06 per share for an aggregate purchase price of $ 1,010,000 .

The notes bore interest at a rate

of 12 % per annum, payable quarterly, and were due and payable on April 16, 2027 .

On August 26, 2025, the Company and the holder of a

12 % unsecured promissory note in the principal amount of $ 350,000 entered into a conversion agreement pursuant to which all remaining

principal and accrued interest due under this note in the amount of $ 405,417 was converted into 85,366 shares of common stock.

5, 2025, the outstanding principal balance of the remaining notes of $ 660,000 and accrued interest balance of $ 14,300 was paid in full.

June 6, 2025, the Company entered into a subscription agreement with an accredited investor for the purchase of (i) a 12 % unsecured promissory

note in the principal amount of $ 500,000 and (ii) a five-year warrant to purchase 66,667 shares of class B common stock at an exercise

price of $ 1.06 per share for a purchase price of $ 500,000 .

The note bore interest at a rate of 12 % per annum, payable quarterly, and

was due and payable on June 6, 2027 .

On August 26, 2025, the Company and the holder entered into a conversion agreement pursuant to which

all remaining principal and accrued interest due under this note in the amount of $ 579,167 was converted into 243,902 shares of class

B common stock.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

note in the principal amount of $ 500,000 and (ii) a five-year warrant to purchase 66,667 shares of common stock at an exercise price

of $ 1.06 per share for a purchase price of $ 500,000 .

The note bore interest at a rate of 12 % per annum, payable quarterly, and was due

and payable on June 6, 2027 .

On August 26, 2025, the Company and the holder entered into a conversion agreement pursuant to which all

remaining principal and accrued interest due under this note in the amount of $ 579,167 was converted into 243,902 shares of common stock.

June 30, 2025, the Company issued to an accredited investor (i) an original issue discount promissory note in the principal amount of

$ 520,000 and (ii) a five-year warrant to purchase 25,000 shares of class B common stock at an exercise price of $ 2.00 per share for a

purchase price of $ 500,000 .

$ 520,000 and (ii) a five-year warrant to purchase 25,000 shares of common stock at an exercise price of $ 2.00 per share for a purchase

price of $ 500,000 .

This note was due and payable on October 10, 2025 and accrued interest at a rate of 15 % per annum.

26, 2025, the Company and the holder entered into a conversion agreement pursuant to which all remaining principal and accrued interest

due under this note in the total amount of $ 532,181 was converted into 126,829 shares of class B common stock.

On August 26, 2025,

the Company and the holder entered into a conversion agreement pursuant to which all remaining principal and accrued interest due under

this note in the total amount of $ 532,181 was converted into 126,829 shares of common stock.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Related Party Transactions

of September 30, 2025 and June 30, 2025, the Company had a short-term amount due to Clayton Adams, its Chief Executive Officer and founder,

of December 31, 2025 and June 30, 2025, the Company had a short-term amount due to Clayton Adams, its Chief Executive Officer and founder,

in the amount of $ 3,195 and $ 41,895 , respectively, for operational expenses paid by a credit card in his name.

20 unchanged sentences

Birddog $ 175,000 no earlier than August 1, 2025 and no later than December 31, 2025.

The Company paid the $ 175,000 in full during the

three months ended September 30, 2025.

On September 5, 2025, the Company entered into an Executive Employment Agreement with Clayton

Adams, which immediately nullified the consulting agreement, which was set to expire on October 23, 2025 .

The Company paid the $ 175,000 in full in August

On September 5, 2025, the Company entered into an Executive Employment Agreement with Clayton Adams, which immediately nullified

the consulting agreement, which was set to expire on October 23, 2025 .

July 27, 2023, the Company agreed to purchase approximately $ 105,000 worth of inventory from Nebraska C.

6 unchanged sentences

of seven percent ( 7 %) per annum until it is paid in full.

As of September 30, 2025, the Company has purchased $ 12,578 of the inventory,

As of December 31, 2025, the Company has purchased $ 12,578 of the inventory,

with an outstanding payable balance of $ 105,000 , and has an accrued interest balance of $ 13,550 .

11 unchanged sentences

for a loan of this type.

As of September 30, 2025, no advances have been made, and the principal amount of this note is $ 0 .

On September 5, 2025, the Company entered into

an option agreement with Clayton Adams, pursuant to which the Company granted Mr.

Adams an irrevocable option to elect, in his sole discretion,

at any time commencing on the date that is one hundred eighty (180) days after the closing of the offering that was completed on September

5, 2025, and ending on the third (3 rd ) anniversary of such date, to either (i) direct the Company to consummate a spin-off

of the Company’s business and operations as conducted immediately prior to the closing of such offering, excluding any digital asset

treasury business or other business lines commenced after such date, and including all assets, liabilities and employees primarily related

thereto (the “ Legacy Business ”), or (ii) acquire, or cause one or more entities designated by Mr.

Adams to acquire,

the Legacy Business at a price proposed by Mr.

Adams that he believes falls within a range that is considered fair, from a financial point

of view, for the Legacy Business and that is confirmed as fair from a financial point of view by a fairness opinion (the “ Option

The Option Price will assume that the Legacy Business will have at least $ 500,000 in unrestricted cash and cash equivalents

at the time of such spin-off or acquisition, and if the unrestricted cash and cash equivalents of the Legacy Business are less than such

amount, the Option Price shall be reduced, dollar for dollar, by the amount of such shortfall.

In accordance with ASC 718 ( Share-based

Compensation ) and ASC 815 ( Derivatives and Hedging ), as the contingent arrangement has no economic value at grant or exercise,

no accounting treatment is required by the Company as of September 30, 2025.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

As of December 31, 2025, no advances have been made, and the principal amount of this note is $ 0 .

December 24, 2024, the Company issued a promissory note in the principal amount of $ 316,920 to Gary Hollst, the Company’s

8 unchanged sentences

The amended and restated promissory note could be converted at the holder’s option at any time into

shares of the Company’s class B common stock at a conversion price of $ 1.12 (subject to standard adjustments for stock splits,

stock dividends, reclassifications and similar transactions).

On June 2, 2025, all principal and interest due under the amended and restated

promissory note in the amount of $ 344,625 was converted into 307,701 shares of the Company’s class B common stock.

shares of common stock at a conversion price of $ 1.12 (subject to standard adjustments for stock splits, stock dividends, reclassifications

and similar transactions).

On June 2, 2025, all principal and interest due under the amended and restated promissory note in the amount

of $ 344,625 was converted into 307,701 shares of common stock, which shares were subsequently surrendered by Mr.

and cancelled.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

December 24, 2024, the Company issued a 20 % original issue discount promissory note in the principal amount of $ 415,241 to Clayton Adams.

17 unchanged sentences

of promissory notes and warrants that was completed on April 16, 2025 (see Note 10) and was issued (i) a 12 % unsecured promissory note

in the principal amount of $ 10,000 and (ii) a five-year warrant to purchase 1,333 shares of class B common stock at an exercise price

of $ 1.06 per share.

On September 5, 2025, the outstanding principal balance of this note and accrued interest due in the amount of $ 10,217

was paid in full.

in the principal amount of $ 10,000 and (ii) a five-year warrant to purchase 1,333 shares of common stock at an exercise price of $ 1.06

On September 5, 2025, the outstanding principal balance of this note and accrued interest due in the amount of $ 10,217 was

paid in full.

connection with the acquisition of the assets of Sanzonate, on April 15, 2025, CleanCore Global issued a 7 % unsecured promissory note

4 unchanged sentences

and contains customary events of default for a loan of this type.

As of September 30, 2025, the outstanding principal balance of this

As of December 31, 2025, the outstanding principal balance of this

note is $ 475,000 and it has an accrued interest balance of $ 17,572 .

This loan and related interest is eliminated in consolidation.

September 5, 2025, the Company entered into an option agreement with Clayton Adams, pursuant to which the Company granted Mr.

irrevocable option to elect, in his sole discretion, at any time commencing on the date that is one hundred eighty (180) days after the

closing of the offering that was completed on September 5, 2025, and ending on the third (3 rd ) anniversary of such date, to

either (i) direct the Company to consummate a spin-off of the Company’s business and operations as conducted immediately prior

to the closing of such offering, excluding any digital asset treasury business or other business lines commenced after such date, and

including all assets, liabilities and employees primarily related thereto (the “Legacy Business”), or (ii) acquire, or cause

one or more entities designated by Mr.

Adams to acquire, the Legacy Business at a price proposed by Mr.

Adams that he believes falls

within a range that is considered fair, from a financial point of view, for the Legacy Business and that is confirmed as fair from a

financial point of view by a fairness opinion (the “Option Price”).

The Option Price will assume that the Legacy Business

will have at least $ 500,000 in unrestricted cash and cash equivalents at the time of such spin-off or acquisition, and if the unrestricted

cash and cash equivalents of the Legacy Business are less than such amount, the Option Price shall be reduced, dollar for dollar, by

the amount of such shortfall.

In accordance with ASC 718 ( Share-based Compensation ) and ASC 815 ( Derivatives and Hedging ),

as the contingent arrangement has no economic value at grant or exercise, no accounting treatment is required by the Company as of December

Stockholders’ Equity

September 11, 2025, the Company filed an amendment to its articles of incorporation to increase the number of shares of class B common

stock that the Company is authorized to issue to 2,000,000,000 shares.

Accordingly, as of September 30, 2025, the Company’s authorized

capital stock consists of 2,100,000,000 shares, consisting of (i) 2,050,000,000 shares of common stock, par value $ 0.0001 per share,

of which 50,000,000 shares are designated class A common stock and 2,000,000,000 shares are designated as class B common stock;

50,000,000 shares of “blank check” preferred stock, par value $ 0.0001 per share.

See also Note 18 for an additional amendment.

the Three Months Ended September 30, 2025

August 20, 2025, the Company issued 375,000 shares of class B common stock pursuant to the terms of a settlement agreement with Boustead

Securities, LLC.

October 13, 2025, the Company filed Amended and Restated Articles of Incorporation which (i) removed the dual class structure of the

Company’s common stock and (ii) increased the number of shares of common stock that the Company is authorized to issue to 6,942,000,000

Accordingly, as of December 31, 2025, the Company’s authorized capital stock consists of 6,942,000,000 shares of common

stock, par value $ 0.0001 per share, and 50,000,000 shares of “blank check” preferred stock, par value $ 0.0001 per share.

In connection with this change, all shares of the Company’s class B common stock were reclassified as common stock.

all references herein to “common stock” issued prior to October 13, 2025 are to the Company’s prior class B common

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

August 27, 2025, the Company issued 200,000 shares of class B common stock to a service provider in exchange for the cancellation of

amounts owed for legal services in the amount of $ 416,904 .

August 29, 2025, the Company issued 90,172 shares of class B common stock upon a cashless exercise of stock options granted under the

Company’s 2022 Equity Incentive Plan, as amended (the “2022 Plan”).

September 2, 2025, the Company issued 200,000 shares of class B common stock to a service provider in exchange for the cancellation of

amounts owed for legal services in the amount of $ 250,000 .

September 5, 2025, all remaining 1,875,795 shares of class A common stock were converted into 1,875,795 shares of class B common stock.

September 23, 2025, the Company issued an aggregate of 163,805,420 shares of class B common stock upon the exercise of pre-funded warrants

issued on September 5, 2025 (see Warrants below).

the three months ended September 30, 2025, the Company issued an aggregate of 44,114 shares of class B common stock upon the cashless

exercise of other warrants.

the three months ended September 30, 2025, the Company issued an aggregate of 300,686 shares of class B common stock upon the exercise

of warrants for proceeds of $ 370,288 .

the three months ended September 30, 2025, the Company issued an aggregate of 1,871,681 shares of class B common stock upon the settlement

of debt in the amount of $ 4,089,692 (see also Notes 12 and 13).

the three months ended September 30, 2025, the Company issued an aggregate of 1,215,000 shares of class B common stock upon the grant

of restricted stock awards under the Plan, as described in more detail below.

the three months ended September 30, 2025, the Company issued an aggregate of 125,452 shares of class B common stock upon the vesting

of a restricted stock unit awards granted under the 2022 Plan.

the three months ended September 30, 2025, the Company issued an aggregate of 6,533,723 shares of class B common stock under the Sales

Agreement for gross proceeds of $ 22,017,432 and net proceeds of approximately $ 21,357,562 .

of September 30, 2025, there were 0 shares of class A common stock and 186,598,270 shares of class B common stock issued and outstanding.

the Three Months Ended September 30, 2024

the three months ended September 30, 2024, the Company issued an aggregate of 9,166 shares of class B common stock upon the vesting of

restricted stock unit awards granted under the 2022 Plan.

of September 30, 2024, there were 270,000 shares of class A common stock and 7,970,085 shares of class B common stock issued and outstanding.

options were issued during the three months ended September 30, 2025.

During the three months ended September 30, 2025, a holder exercised

a stock option issued under the 2022 Plan on a cashless basis for 90,172 shares of class B common stock, resulting in the forfeiture

of 29,828 options.

In addition, an aggregate of 138,750 options were forfeited following termination of service.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

the Six Months Ended December 31, 2025

August 20, 2025, the Company issued 375,000 shares of common stock pursuant to the terms of a settlement agreement with Boustead Securities,

August 27, 2025, the Company issued 200,000 shares of common stock to a service provider in exchange for the cancellation of amounts

owed for legal services in the amount of $ 416,904 .

August 29, 2025, the Company issued 90,172 shares of common stock upon a cashless exercise of stock options granted under the Company’s

2022 Equity Incentive Plan, as amended (the “2022 Plan”).

September 2, 2025, the Company issued 200,000 shares of common stock to a service provider in exchange for the cancellation of amounts

owed for legal services in the amount of $ 250,000 .

September 5, 2025, all remaining 1,875,795 shares of class A common stock were converted into 1,875,795 shares of common stock.

September 23, 2025, the Company issued an aggregate of 163,805,420 shares of common stock upon the exercise of pre-funded warrants issued

on September 5, 2025 (see Warrants below).

October 13, 2025, the Company issued 4,999,750 shares of common stock upon the cashless exercise of a pre-funded warrant issued on September

November 17, 2025, the Company issued 4,000,000 shares of common stock to a service provider.

the six months ended December 31, 2025, the Company issued an aggregate of 44,114 shares of common stock upon the cashless exercise of

other warrants.

the six months ended December 31, 2025, the Company issued an aggregate of 300,686 shares of common stock upon the exercise of warrants

for proceeds of $ 370,288 .

the six months ended December 31, 2025, the Company issued an aggregate of 1,871,681 shares of common stock upon the settlement of debt

in the amount of $ 4,089,692 (see also Notes 12 and 13).

the six months ended December 31, 2025, the Company issued an aggregate of 14,765,000 shares of common stock upon the grant of restricted

stock awards under the 2022 Plan, as described in more detail below.

the six months ended December 31, 2025, the Company issued an aggregate of 280,904 shares of common stock upon the vesting of restricted

stock unit awards granted under the 2022 Plan.

the six months ended December 31, 2025, the Company issued an aggregate of 8,579,273 shares of common stock under the Sales Agreement

for gross proceeds of $ 26,399,778 and net proceeds of approximately $ 25,608,235 .

December 31, 2025, stockholders surrendered an aggregate of 909,621 shares of common stock to the Company for cancellation.

of December 31, 2025, there were 210,439,401 shares of common stock issued and outstanding.

the Six Months Ended December 31, 2024

October 30, 2024, 270,000 shares of class A common stock were converted into 270,000 shares of common stock.

the six months ended December 31, 2024, the Company issued an aggregate of 39,664 shares of common stock upon the vesting of a restricted

stock unit awards granted under the 2022 Plan.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

On September 5, 2025, the Company completed an

offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of class B common stock for aggregate gross proceeds of

$ 175,000,420 , of which $ 148,650,530 was paid in cash and $ 26,349,890 was paid in cryptocurrency.

After deducting placement agent fees,

reimbursed expenses, and other offering expenses from the total gross proceeds, including both cash and cryptocurrency gross proceeds,

the Company received net proceeds of approximately $ 164,257,145 .

The pre-funded warrants have a nominal exercise price of $ 0.0001 (subject

to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions), include a cashless exercise

provision, and may be exercised at any time until all of the pre-funded warrants are exercised in full.

On September 23, 2025, 163,805,420

of the pre-funded warrants were exercised for 163,805,420 shares of class B common stock, and accordingly, the Company recorded a current

liability of $ 11,125,000 for the remaining unexercised pre-funded warrants.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

options were issued during the six months ended December 31, 2025.

During the six months ended December 31, 2025, a holder exercised

a stock option issued under the 2022 Plan on a cashless basis for 90,172 shares of common stock, resulting in the forfeiture of 29,828

In addition, an aggregate of 238,125 options were forfeited following termination of service.

September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of common

stock for aggregate gross proceeds of $ 175,000,420 , of which $ 148,650,530 was paid in cash and $ 26,349,890 was paid in cryptocurrency.

After deducting placement agent fees, reimbursed expenses, and other offering expenses from the total gross proceeds, including both

cash and cryptocurrency gross proceeds, the Company received net proceeds of approximately $ 164,257,145 .

The pre-funded warrants have

a nominal exercise price of $ 0.0001 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and

similar transactions), include a cashless exercise provision, and may be exercised at any time until all of the pre-funded warrants are

exercised in full.

On September 23, 2025, 163,805,420 of the pre-funded warrants were exercised for 163,805,420 shares of common stock.

On October 13, 2025, 5,000,000 of the pre-funded warrants were exercised on a cashless basis for 4,999,750 shares of common stock, resulting

in the forfeiture of 250 pre-funded warrants.

As of December 31, 2025, the Company has a remaining current liability of $ 6,195,000 for

the unexercised pre-funded warrants.

connection with this offering and as partial compensation for their services, on September 5, 2025, the Company issued a five-year warrant

to purchase 3,150,008 shares of class B common stock to Maxim Group LLC and a five-year warrant to purchase 2,100,005 shares of class

B common stock to Curvature Securities LLC and its affiliates.

These warrants have an exercise price of $ 1.33 (subject to standard adjustments

for stock splits, stock dividends, recapitalizations, mergers and similar transactions) and may be exercised on a cashless basis if there

is no effective registration statement registering the shares underlying the warrants or the prospectus contained therein is not available

to purchase 3,150,008 shares of common stock to Maxim Group LLC and a five-year warrant to purchase 2,100,005 shares of common stock

to Curvature Securities LLC and its affiliates.

These warrants have an exercise price of $ 1.33 (subject to standard adjustments for stock

splits, stock dividends, recapitalizations, mergers and similar transactions) and may be exercised on a cashless basis if there is no

effective registration statement registering the shares underlying the warrants or the prospectus contained therein is not available

for the resale of such shares by the holder.

September 5, 2025, the Company also issued to the Asset Manager (i) a five-year warrant to purchase 8,750,021 shares of class B common

stock at an exercise price of $ 1.00 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and

similar transactions) and (ii) a five-year warrant to purchase 5,250,013 shares of class B common stock at an exercise price of $ 1.33

(subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions).

These warrants

may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the warrants or

the prospectus contained therein is not available for the resale of such shares by the holder.

September 5, 2025, the Company also issued to the Asset Manager (i) a five-year warrant to purchase 8,750,021 shares of common stock

at an exercise price of $ 1.00 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar

transactions) and (ii) a five-year warrant to purchase 5,250,013 shares of common stock at an exercise price of $ 1.33 (subject to standard

adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions).

These warrants may be exercised

on a cashless basis if there is no effective registration statement registering the shares underlying the warrants or the prospectus

contained therein is not available for the resale of such shares by the holder.

of the foregoing warrants contain a beneficial ownership limitation which provides that the Company will not effect any exercise, and

1 unchanged sentence

holder (together with such holder’s affiliates) would beneficially own in excess of 4.99 % (or, at the election of the holder, 9.99 %)

of the number of shares of class B common stock outstanding immediately after giving effect to the issuance of shares issuable upon such

exercise, which such percentage may be increased or decreased, but not in excess of 9.99 %, by the holder upon at least sixty-one

( 61 ) days’ prior notice to the Company.

the three months ended September 30, 2025, an aggregate of 300,686 previously issued warrants were exercised for proceeds of $ 370,288 .

In addition, an aggregate of 44,114 warrants were exercised on a cashless basis, resulting in the forfeiture of 55,886 warrants.

July 1, 2025, the Company granted a restricted stock award under the 2022 Plan for 30,000 shares of class B common stock, which vested

of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon such exercise, which

such percentage may be increased or decreased, but not in excess of 9.99 %, by the holder upon at least sixty-one ( 61 ) days’

prior notice to the Company.

the six months ended December 31, 2025, an aggregate of 300,686 previously issued warrants were exercised for proceeds of $ 370,288 .

addition, an aggregate of 44,114 other warrants were exercised on a cashless basis, resulting in the forfeiture of 55,886 warrants.

July 1, 2025, the Company granted a restricted stock award under the 2022 Plan for 30,000 shares of common stock, which vested in full

on the date of grant.

July 21, 2025, the Company granted a restricted stock award under the 2022 Plan for 250,000 shares of common stock, with half of the

shares vesting on the date of grant and the remaining shares vesting quarterly for 5 quarters.

On December 31, 2025, the Company entered

into a share surrender agreement with the holder, pursuant to which this restricted stock award agreement was terminated and all shares

granted pursuant thereto were surrendered to the Company for cancellation.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

July 21, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 100,000 shares of common stock, which vest based

on certain revenue targets.

August 21, 2025, the Company granted a restricted stock award under the 2022 Plan for 725,000 shares of common stock, which vested in

full on the date of grant.

September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 360,000 shares of common stock, which vest

monthly over one year commencing on October 5, 2025.

September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 120,000 shares of common stock, which vest

monthly over one year commencing on October 5, 2025.

September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 15,000 shares of common stock, which vested in

full on the date of grant.

September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 20,000 shares of common stock, which vested in

full on the date of grant.

September 25, 2025, the Company granted a restricted stock award under the 2022 Plan for 175,000 shares of common stock, which vested

in full on the date of grant.

July 21, 2025, the Company granted a restricted stock award under the 2022 Plan for 250,000 shares of class B common stock, with half

of the shares vesting on the date of grant and the remaining shares vesting quarterly for 5 quarters.

July 21, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 100,000 shares of class B common stock, which

vest based on certain revenue targets.

August 21, 2025, the Company granted a restricted stock award under the 2022 Plan for 725,000 shares of class B common stock, which vested

On December 31, 2025, the Company entered into a share surrender agreement with the holder, pursuant to

which this restricted stock award agreement was terminated and all shares granted pursuant thereto were surrendered to the Company for

cancellation.

October 6, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 94,340 shares of common stock, which vest

quarterly commencing on January 1, 2026.

October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for 4,000,000 shares of common stock, which vested

in full on the date of grant.

September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 360,000 shares of class B common stock,

which vest monthly over one year commencing on October 5, 2025.

September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 120,000 shares of class B common stock,

which vest monthly over one year commencing on October 5, 2025.

October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for 3,250,000 shares of common stock, which vested

in full on the date of grant.

October 20, 2025, the Company granted two restricted stock awards for an aggregate of 300,000 shares of common stock, which vested in

full on the date of grant.

November 17, 2025, the Company granted a restricted stock award under the 2022 Plan for 6,000,000 shares of common stock, which vested

in full on the date of grant.

stock compensation expense was $ 6,673,580 and $ 149,403 for the three months ended December 31, 2025 and 2024, respectively, and was $ 7,841,355

and $ 331,802 for the six months ended December 31, 2025 and 2024, respectively.

In addition, $ 45,640,112 of warrants issued to consultants

was recorded as an offset to equity as of December 31, 2025.

As of December 31, 2025, total unrecognized stock compensation expense was

$ 1,829,777 with the weighted average period over which it is expected to be recognized of 0.86 years.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 15,000 shares of class B common stock, which

vested in full on the date of grant.

September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 20,000 shares of class B common stock, which

vested in full on the date of grant.

September 25, 2025, the Company granted a restricted stock award under the 2022 Plan for 175,000 shares of class B common stock, which

vested in full on the date of grant.

stock compensation expense for the three months ended September 30, 2025 and 2024 was $ 1,167,775 and $ 182,400 , respectively.

$ 45,640,112 of warrants issued to consultants was recorded as an offset to equity as of September 30, 2025.

As of September 30, 2025,

total unrecognized stock compensation expense was $ 2,758,642 with the weighted average period over which it is expected to be recognized

of 1.21 years.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Net Loss Per Share

following tables set forth the computation of basic and dilutive net loss per share of common stock:

Three Months Ended September 30,

Basic and Diluted Net

Loss Per Share

Three Months Ended

Six Months Ended

Basic and Diluted Net Loss Per Share

Allocation of undistributed loss

1 unchanged sentence

$ ( 1,005,030 )

Weighted average number of shares used in per share

$ ( 117,728,051 )

$ ( 1,861,109 )

Weighted average number of shares used in computation

Basic and diluted net loss per share

23 unchanged sentences

to the CODM are also disclosed in the tables below for each period presented.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

Three Months Ended September 30,

Three Months Ended December 31, 2025

Six Months Ended December 31, 2025

Loss from Operations

7 unchanged sentences

( 87,121,870 )

( 104,360,352 )

( 97,019,748 )

( 117,728,051 )

$ 101,105,377

Commitments and Contingencies

4 unchanged sentences

adverse effect on its business, financial condition or operating results.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Company does not maintain a defined contribution plan or any other type of retirement plan for its employees.

1 unchanged sentence

Rent expense totaled $ 40,416 and $ 40,416

for the three months ended September 30, 2025 and 2024, respectively.

for the three months ended December 31, 2025 and 2024, respectively, and $ 80,832 and $ 80,832 for the six months ended December 31, 2025

and 2024, respectively.

following table discloses the lease cost, weighted average discount rate, and weighted average remaining lease term for operating leases

as of September 30, 2025 and 2024:

September 30,

2025 September 30,

as of December 31, 2025 and 2024:

2025 December 31,

Operating lease cost $ 80,832 $ 80,832

3 unchanged sentences

following table discloses the undiscounted cash flows on an annual basis and a reconciliation of the undiscounted cash flows of operating

lease liabilities recognized in the balance sheet as of September 30, 2025:

Ended June 30,

lease liabilities recognized in the balance sheet as of December 31, 2025:

Year Ended June 30,

2026 (remainder)

4 unchanged sentences

Noncurrent lease liabilities

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

Management Agreement

8 unchanged sentences

Such payments

may be made, in the sole discretion of the Asset Manager or 21Shares, in shares of class B common stock, cash, or Dogecoin and shall

be pro-rated for partial periods.

may be made, in the sole discretion of the Asset Manager or 21Shares, in shares of common stock, cash, or Dogecoin and shall be pro-rated

for partial periods.

Advisor Agreement

November 17, 2025, the Company entered into a strategic advisor agreement with Dogecoin Ventures LLC (which, for the avoidance of doubt,

is not related to the Asset Manager), pursuant to which the Company engaged Dogecoin Ventures LLC to provide certain advisory services

relating to the Company’s digital asset treasury business in exchange for, among other things, a monthly advisory fee of $ 83,333 .

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Subsequent Events

October 13, 2025, the Company filed Amended and Restated Articles of Incorporation which (i) removed the dual class structure of the

Company’s common stock and (ii) increased the number of shares of common stock that the Company is authorized to issue to 6,942,000,000

Accordingly, the Company is now authorized to issue 6,942,000,000 shares of common stock, $ 0.0001 par value per share, and 50,000,000

shares of preferred stock, $ 0.0001 par value per share.

October 13, 2025, the 2022 Plan was amended to increase the share reserve to 25,000,000 shares of common stock.

October 13, 2025, the Company granted a restricted stock award to Marco Margiotta, the Company’s Chief Investment Officer, under

the 2022 Plan for 4,000,000 shares of common stock, which vested in full on the date of grant.

October 13, 2025, the Company granted a restricted stock award to Clayton Adams, the Company’s Chief Executive Officer, under the

2022 Plan for 3,250,000 shares of common stock, which vested in full on the date of grant.

October 20, 2025, the Company granted restricted stock awards to two consultants for an aggregate of 300,000 shares of common stock,

which vested in full on the date of grant.

October 1, 2025, the Company issued an aggregate of 35,452 shares of class B common stock upon the vesting of restricted stock units

granted under the 2022 Plan.

October 5, 2025, the Company issued an aggregate of 40,000 shares of class B common stock upon the vesting of restricted stock units

granted under the 2022 Plan.

October 13, 2025, the Company issued 4,999,750 shares of common stock upon the cashless exercise of a pre-funded warrant issued on September

November 5, 2025, the Company issued an aggregate of 40,000 shares of common stock upon the vesting of restricted stock units granted

Asset Activity

During the period between January 1, 2026 and February 10, 2026, the Company did not purchase or sell any units of Dogecoin.

As of February 10, 2026, the Company’s digital asset fair value is $ 67,937,151 , representing an unrealized loss of $ 18,318,460 since

December 31, 2025.

On January 1, 2026, the Company issued an aggregate of 36,828 shares of common stock upon the vesting of restricted stock units granted

under the 2022 Plan.

to September 30, 2025, the Company issued an aggregate of 2,045,550 shares of common stock under the Sales Agreement for gross proceeds

of $ 4,382,348 and net proceeds of approximately $ 4,250,878 .

Digital Asset Activity

During the period between October 1, 2025 and November

12, 2025, the Company purchased 29,443,153 units of Dogecoin for $ 6,106,986 .

As of November 12, 2025, the Company’s Digital

Asset fair value is $ 131,452,482 , representing an unrealized loss of $ 32,400,235 since September 30, 2025.

January 5, 2026, the Company issued an aggregate of 40,000 shares of common stock upon the vesting of restricted stock units granted

under the 2022 Plan.

February 5, 2026, the Company issued an aggregate of 40,000 shares of common stock upon the vesting of restricted stock units granted

under the 2022 Plan.

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