What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-11 compared with 2025-11-13 · 179 added, 122 removed, 217 unchanged (58% of the section changed)

131 unchanged sentences

(iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934,

as amended, or the Exchange Act, which would occur if the market value of our class B common stock that is held by non-affiliates exceeds

$700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued

more than $1 billion in non-convertible debt during the preceding three year period.

as amended, or the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700

million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more

than $1 billion in non-convertible debt during the preceding three year period.

of Operations

of Three Months Ended September 30, 2025 and 2024

following table sets forth key components of our results of operations for the three months ended September 30, 2025 and 2024, both in

of Three Months Ended December 31, 2025 and 2024

following table sets forth key components of our results of operations for the three months ended December 31, 2025 and 2024, both in

dollars and as a percentage of our revenue.

Three Months Ended September 30,

Months Ended December 31,

Cost of sales

Operating expenses:

General and administrative expense

General and administrative

Advertising expense

Depreciation and amortization expense

Total operating expenses

and amortization expense

operating expenses

Loss from operations

(20,717,888 )

Other income (expense)

Interest expense, net

Change in fair value of digital assets

Foreign exchange loss

Total other income (expense)

Interest income (expense),

Change in fair value of digital

exchange loss

other income (expense)

(83,642,464 )

All of our revenue is generated

by the CleanCore segment, which generates revenue from sales of our cleaning products.

Our revenue increased by $539,799, or 147.93%,

to $904,699 for the three months ended September 30, 2025 from $364,900 for the three months ended September 30, 2024.

The increase is

primarily due to sales from a new customer, Kellermeyer Bergensons Services, LLC, or KBS, pursuant to a three-year memorandum of understanding

that we entered into with KBS on January 10, 2025.

For the three months ended September 30, 2025, we recognized $354,351 in revenue from

$ (104,360,352 )

$ (1,005,030 )

All of our revenue is generated by the CleanCore segment, which generates revenue from sales of our cleaning products.

Our revenue increased

by $811,582, or 315.46%, to $1,068,851 for the three months ended December 31, 2025 from $257,269 for the three months ended December

The increase is primarily due to sales from a new customer, which generated revenue of $508,992 in the three months ended December

Our cost of sales consists of raw materials, components, labor, demo expenses and warranty reserves.

Our cost of sales

increased by $188,828, or 105.25%, to $368,229 for the three months ended September 30, 2025 from $179,401 for the three months ended

September 30, 2024.

As a percentage of revenue, cost of sales was 40.7% and 49.16% for the three months ended September 30, 2025 and

2024, respectively.

increased by $146,193, or 74.87%, to $341,451 for the three months ended December 31, 2025 from $195,258 for the three months ended December

As a percentage of revenue, cost of sales was 31.95% and 75.90% for the three months ended December 31, 2025 and 2024, respectively.

The decrease is the result of better efficiencies driven by scale, cost optimization, and technological improvements.

As a result of the foregoing, our gross profit increased by $350,971, or 189.20%, to $536,470 for the three months ended

September 30, 2025 from $185,499 for the three months ended September 30, 2024.

As a percentage of revenue, gross profit was 59.3% and

50.84% for the three months ended September 30, 2025 and 2024, respectively.

As a result of the foregoing, our gross profit increased by $665,389, or 1,073.02%, to $727,400 for the three months

ended December 31, 2025 from $62,011 for the three months ended December 31, 2024.

As a percentage of revenue, gross profit was 68.05%

and 24.10% for the three months ended December 31, 2025 and 2024, respectively.

and administrative expenses .

6 unchanged sentences

Our general and administrative expenses increased by $20,417,153, or 2,240.75%,

to $8,625,133 for the three months ended September 30, 2025 from $916,214 for the three months ended September 30, 2024.

to $21,328,326 for the three months ended December 31, 2025 from $911,173 for the three months ended December 31, 2024.

As a percentage

of revenue, our general and administrative expenses were 953.37% and 251.09% for the three months ended September 30, 2025 and 2024,

of revenue, our general and administrative expenses were 1,995.44% and 354.17% for the three months ended December 31, 2025 and 2024,

respectively.

This increase was primarily due to increases of $12,836,619 in professional and consulting fees, $6,524,502 in stock compensation

expense, $715,487 in payroll and benefits related to an increase in headcount, and $149,553 in director and officer insurance.

On a segmented

basis, general and administrative expenses for the CleanCore and Treasury segments for the three months ended September 30, 2025 were

$5,392,103 and $3,233,030, respectively.

expense, $560,341 in payroll and benefits related to an increase in headcount, and $439,276 in insurance.

On a segmented basis, general

and administrative expenses for the CleanCore and Treasury segments for the three months ended December 31, 2025 were $17,942,659 and

$3,385,667, respectively.

In the CleanCore segment, advertising expenses consist of vendor trade shows and various trade publications.

In the Treasury segment, advertising expense is driven by crypto marketing expenses.

Our advertising expenses increased by $25,319, or

54.79%, to $71,529 for the three months ended September 30, 2025 from $46,210 for the three months ended September 30, 2024.

increase was primarily due to increased expenses related to crypto marketing.

Our advertising expenses decreased by $21,004, or

28.04%, to $53,901 for the three months ended December 31, 2025 from $74,905 for the three months ended December 31, 2024.

Such a decrease

was primarily due to the timing and strategy of outbound sales activity.

As a percentage of revenue, our advertising expenses were 5.04%

7.91% and 12.66% for the three months ended September 30, 2025 and 2024, respectively.

On a segmented basis, advertising expenses for

the CleanCore and Treasury segments for the three months ended September 30, 2025 were $39,529 and $32,000, respectively.

and 29.12% for the three months ended December 31, 2025 and 2024, respectively.

On a segmented basis, advertising expenses for the CleanCore

and Treasury segments for the three months ended December 31, 2025 were $20,883 and $33,018, respectively.

and amortization expense .

Depreciation and amortization expense, all of which is generated by the CleanCore segment,

increased by $36,826, or 92.47%, to $76,649 for the three months ended September 30, 2025 from $39,823 for the three months ended September

As a percentage of revenue, depreciation and amortization expense was 8.47% and 10.91% for the three months ended September

increased by $23,133, or 57.94%, to $63,061 for the three months ended December 31, 2025 from $39,928 for the three months ended December

As a percentage of revenue, depreciation and amortization expense was 5.90% and 15.52% for the three months ended December

31, 2025 and 2024, respectively.

The increase is due to amortization expense associated with additional intangibles acquired with the

asset acquisition of Sanzonate in April 2025.

The increase in expense is due to amortization expense associated with additional intangibles acquired

with the asset acquisition of Sanzonate in April 2025.

other income (expense) .

We had $5,130,858 in total other expense, net, for the three months ended September 30, 2025, as compared

to $39,334 for the three months ended September 30, 2024.

Other expense, net, for the three months ended September 30, 2025 consisted

of interest expense of $133,133, a change in fair value of digital assets of $4,997,173 and a foreign exchange loss of $552, while other

expense, net, for the three months ended September 30, 2024 consisted entirely of interest expense.

The increase in interest expense

was primarily due to an increase in the notes payable balance.

As a result of the cumulative effect of the factors described above, we had a net loss of $13,367,699 for the

three months ended September 30, 2025, as compared to $856,082 for the three months ended September 30, 2024, an increase of $12,511,617,

We had $83,642,464 in total other expense, net, for the three months ended December 31, 2025, as compared

to $41,035 for the three months ended December 31, 2024.

Other expense, net, for the three months ended December 31, 2025 consisted of

a change in fair value of digital assets of $83,703,185 and a foreign exchange loss of $2,015, offset by interest income, net, of $62,736,

while other expense, net, for the three months ended December 31, 2024 consisted entirely of interest expense.

The increase in change

in fair value of digital assets is driven by the adoption of our digital asset treasury strategy and a decrease in the fair value of

As a result of the cumulative effect of the factors described above, we had a net loss of $104,360,352 for

the three months ended December 31, 2025, as compared to $1,005,030 for the three months ended December 31, 2024, an increase of $103,355,322,

or 10,283.80%.

of Six Months Ended December 31, 2025 and 2024

following table sets forth key components of our results of operations for the six months ended December 31, 2025 and 2024, both in dollars

and as a percentage of our revenue.

Months Ended December 31,

Cost of sales

Operating expenses:

General and administrative

Advertising expense

and amortization expense

operating expenses

Loss from operations

(28,933,286 )

Other income (expense)

Interest expense, net

Change in fair value of digital

(88,699,929 )

exchange loss

other income (expense)

(88,794,765 )

$ (117,728,051 )

$ (1,861,109 )

Our revenue increased by $1,351,440, or 217.21%, to $1,973,608 for the six months ended December 31, 2025 from $257,269 for the six months

ended December 31, 2024.

The increase is primarily due to sales from a new customer, which generated revenue of $863,334 in the six months

ended December 31, 2025.

Our cost of sales increased by $335,357, or 89.51%, to $710,014 for the six months ended December 31, 2025 from $195,258

for the six months ended December 31, 2024.

As a percentage of revenue, cost of sales was 35.98% and 60.22% for the six months ended

December 31, 2025 and 2024, respectively.

The decrease is the result of better efficiencies driven by scale, cost optimization, and technological

improvements.

As a result of the foregoing, our gross profit increased by $1,016,083, or 410.52%, to $1,263,594 for the six months

ended December 31, 2025 from $247,511 for the six months ended December 31, 2024.

As a percentage of revenue, gross profit was 64.02%

and 39.78% for the six months ended December 31, 2025 and 2024, respectively.

and administrative expenses .

Our general and administrative expenses increased by $28,107,474, or 1,538.12%, to $29,934,861

for the six months ended December 31, 2025 from $911,173 for the six months ended December 31, 2024.

As a percentage of revenue, our

general and administrative expenses were 1,516.76% and 293.71% for the six months ended December 31, 2025 and 2024, respectively.

increase was primarily due to increases of $18,662,635 in professional and consulting fees, 7,509,878 in stock compensation expense,

$1,245,340 in payroll and benefits related to an increase in headcount, and $578,342 in insurance.

On a segmented basis, general and

administrative expenses for the CleanCore and Treasury segments for the six months ended December 31, 2025 were $21,678,560 and $8,256,301,

respectively.

Our advertising expenses increased by $4,316, or 3.56%, to $125,430 for the six months ended December 31,

2025 from $74,905 for the six months ended December 31, 2024.

Such an increase was primarily due to increased expenses related to crypto

marketing, offset by lower marketing expenses for the CleanCore segment.

As a percentage of revenue, our advertising expenses were 6.36%

and 19.47% for the six months ended December 31, 2025 and 2024, respectively.

On a segmented basis, advertising expenses for the CleanCore

and Treasury segments for the six months ended December 31, 2025 were $61,912 and $63,518, respectively.

and amortization expense .

Depreciation and amortization expense, all of which is generated by the CleanCore segment,

increased by $56,839, or 71.27%, to $136,589 for the six months ended December 31, 2025 from $39,928 for the six months ended December

As a percentage of revenue, depreciation and amortization expense was 6.92% and 12.82% for the six months ended December 31,

2025 and 2024, respectively.

The increase is due to amortization expense associated with additional intangibles acquired with the asset

acquisition of Sanzonate in April 2025.

other income (expense) .

We had $88,794,765 in total other expense, net, for the six months ended December 31, 2025, as compared

to $41,035 for the six months ended December 31, 2024.

Other expense, net, for the six months ended December 31, 2025 consisted of a

change in fair value of digital assets of $88,699,929, interest expense, net, of $91,594, and a foreign exchange loss of $3,242, while

other expense, net, for the six months ended December 31, 2024 consisted entirely of interest expense.

The increase in change in fair

value of digital assets is driven by the adoption of our digital asset treasury strategy and a decrease in the fair value of Dogecoin.

As a result of the cumulative effect of the factors described above, we had a net loss of $117,728,051 for

the six months ended December 31, 2025, as compared to $1,861,109 for the six months ended December 31, 2024, an increase of $115,866,942,

or 6,225.69%.

and Capital Resources

Our company has incurred losses and negative cash

flows from operations.

From October 17, 2022 (the date of the acquisition) through September 30, 2025, we have financed our operations

primarily through investor funding.

As of September 30, 2025, we had cash and cash equivalents of $12,914,595, a net loss for the three

months ended September 30, 2025 of $13,367,699 and cash used in operating activities of $3,796,652.

company has incurred losses and negative cash flows from operations.

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

31, 2025, we have financed our operations primarily through investor funding.

As of December 31, 2025, we had cash and cash equivalents

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

our recent offerings described below, management believes that currently available resources will not be sufficient to fund our planned

17 unchanged sentences

its assets and satisfy its liabilities in the normal course of business.

following table provides detailed information about our net cash flow for the three months ended September 30, 2025 and 2024.

Three Months Ended

September 30,

Net cash used in operating activities

following table provides detailed information about our net cash flow for the six months ended December 31, 2025 and 2024.

Net cash used

in operating activities

$ (7,167,396 )

Net cash used in investing activities

$ (1,662,330 )

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash

Cash at beginning of period

Cash at end of period

Net cash used in operating activities was $3,796,652

for the three months ended September 30, 2025, as compared to $799,764 for the three months ended September 30, 2024.

For the three months

ended September 30, 2025, our net loss of $13,367,699 and an increase in prepaid expenses of $2,399,204, offset by a change in fair value

of digital assets of $4,997,173, stock based compensation of $1,167,775, and non-cash professional fees of $4,894,750, were the primary

Net cash used in investing

(148,622,724 )

cash provided by financing activities

of exchange rate changes on cash and cash equivalents

Net increase (decrease) in

at beginning of period

at end of period

cash used in operating activities was $7,187,396 for the six months ended December 31, 2025, as compared to $1,662,330 for the six months

ended December 31, 2024.

For the six months ended December 31, 2025, our net loss of $117,728,052 and offset by a change in fair value

of digital assets of $88,699,929, non-cash professional fees of $14,932,750 and stock-based compensation of $7,841,355, were the primary

drivers of net cash used in operating activities.

For the three months ended September 30, 2024, our net loss of $856,082 and a decrease

in prepaid expenses of $142,084, offset by stock based compensation of $182,400, were the primary drivers of net cash used in operating

cash used in investing activities was $142,511,738 for the three months ended September 30, 2025, as compared to $6,465 for the three

months ended September 30, 2024.

The net cash used in investing activities for the three months ended September 30, 2025 consisted of

purchases of digital assets of $142,500,000 and purchases of property and equipment of $11,738, while the net cash used in investing

activities for the three months ended September 30, 2024 consisted entirely of purchases of property and equipment.

Net cash provided by financing activities was

$157,763,139 for the three months ended September 30, 2025, as compared to $0 for the three months ended September 30, 2024.

provided by financing activities for the three months ended September 30, 2025 consisted of proceeds from the private placement described

below of $137,907,255, proceeds from the Sales Agreement described below of $21,357,562 and proceeds from the exercise of warrants of

$370,288, offset by repayments of notes payable of $660,000, payments for deferred offering costs of $786,725 and repayments of related

party loans of $425,241.

For the six months ended December 31, 2024, our net loss of $1,861,109, offset by stock-based

compensation of $331,802, were the primary drivers of net cash used in operating activities.

cash used in investing activities was $148,622,724 for the six months ended December 31, 2025, as compared to $9,065 for the six months

ended December 31, 2024.

The net cash used in investing activities for the six months ended December 31, 2025 consisted of purchases

of digital assets of $148,605,650 and purchases of property and equipment of $17,074, while the net cash used in investing activities

for the six months ended December 31, 2024 consisted entirely of purchases of property and equipment.

cash provided by financing activities was $161,721,570 for the six months ended December 31, 2025, as compared to $215,273 for the six

months ended December 31, 2024.

Net cash provided by financing activities for the six months ended December 31, 2025 consisted of proceeds

from the private placement described below of $137,907,255, proceeds from the Sales Agreement described below of $25,608,235 and proceeds

from the exercise of warrants of $370,288, offset by repayments of notes payable of $660,000, payments for deferred offering costs of

$1,078,967 and repayments of related party loans of $425,241.

Net cash provided by financing activities for the six months ended December

31, 2024 consisted of proceeds from an advance on subscription of $300,000 and proceeds from the issuance of related party notes of $232,193,

offset by payments of notes payable of $316,920.

August 29, 2025, we entered into an amended and restated sales agreement, or the Sales Agreement, with Maxim Group LLC and Curvature

1 unchanged sentence

market offerings” as defined in Rule 415 under the 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, we 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.

September 5, 2025, we 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.

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

cryptocurrency gross proceeds, we received net proceeds of approximately $164,257,145.

Of this amount, approximately $1,075,000 was used

to pay off outstanding indebtedness and $4,400,000 will be used for working capital and general corporate purposes, with the balance

of the net proceeds being used to acquire Dogecoin.

up to a maximum aggregate amount of $1,150,000,000 of shares of common stock.

During the six months ended December 31, 2025,

we 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.

September 5, 2025, we 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, we received net proceeds of approximately $164,257,145.

Of this amount, approximately $1,075,000 was used to pay off

outstanding indebtedness and $4,400,000 will be used for working capital and general corporate purposes, with the balance of the net

proceeds being used to acquire Dogecoin.

see Notes 12 and 13 to our unaudited condensed consolidated financial statements above for a description of the terms of our outstanding

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.

November 17, 2025, we 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 we engaged Dogecoin Ventures LLC to provide certain advisory services relating to our

digital asset treasury business in exchange for, among other things, a monthly advisory fee of $83,333.

other principal commitments consist mostly of obligations under the loans described in Notes 10 and 11 to our unaudited condensed consolidated

2 unchanged sentences

in Note 14 to the unaudited condensed consolidated financial statements above.

than the foregoing, at September 30, 2025, we did not have other long-term debt obligations, capital (finance) lease obligations, operating

than the foregoing, at December 31, 2025, we did not have other long-term debt obligations, capital (finance) lease obligations, operating

lease obligations, purchase obligations or other long-term liabilities reflected on our statements of financial position.

12 unchanged sentences

results of operations, or cash flows, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results

of Operations – Critical Accounting Policies” in the Form 10-K.

addition, we believe that the following new critical accounting policy involves significant estimates and judgments used in the preparation

of our financial statements:

We account for our digital assets, which are

currently comprised solely of Dogecoin, as indefinite-lived intangible assets in accordance with ASC 350-60 (Intangibles – Goodwill

and Other – Crypto Assets).

We have ownership and control over our digital assets and use a well-known crypto custodian to secure

Our digital assets are initially recorded at cost,

with the cost basis determined using the weighted average cost, or WAC, method.

Upon disposal, the cost basis of the digital assets sold

is determined using the WAC method.

Digital assets are measured at fair value at each

reporting period.

We determine the fair value of Dogecoin in accordance with ASC 820 (Fair Value Measurement), based on the period-end

quoted (unadjusted) prices in our principal market.

Changes in fair value are recognized at each reporting date in the statement of operations.

determination of fair value requires management judgment in evaluating the reliability and observability of market pricing data, particularly

in digital asset markets that are subject to volatility, evolving trading venues, and liquidity considerations.

In addition, our concentration

in a single digital asset exposes us to market and regulatory risks that could have a significant impact on reported results.

of Operations – Critical Accounting Policies” in the Form 10-K and Part I, Item 2 “Management’s Discussion and

Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Quarterly

Report on Form 10-Q for the quarter ended September 30, 2025.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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 2. Management’s Discussion and Analysis