−Removed: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
−Removed: following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity
−Removed: and cash flows as of and for the periods presented below.
−Removed: The following discussion and analysis should be read in conjunction with the
−Removed: financial statements and the related notes thereto included elsewhere in this report.
−Removed: The discussion contains forward-looking statements
−Removed: that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management.
−Removed: Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors,
−Removed: including those discussed below and elsewhere in this report.
−Removed: as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,”
−Removed: “our” and “our company” refer to CleanCore Solutions, Inc., a Nevada corporation, and its wholly owned subsidiary
−Removed: CleanCore Global Limited, an Irish company, or CleanCore Global.
−Removed: Note Regarding Forward Looking Statements
−Removed: report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently
−Removed: available to us.
−Removed: All statements other than statements of historical facts are forward-looking statements.
−Removed: These statements relate to
−Removed: future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause
−Removed: our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
−Removed: performance or achievements expressed or implied by these forward-looking statements.
−Removed: Forward-looking statements include, but are not
−Removed: limited to, statements about:
+Added: MANAGEMENT’S DISCUSSION AND ANALYSIS
+Added: OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
+Added: The following discussion and analysis summarizes
+Added: the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented
+Added: The following discussion and analysis should be read in conjunction with the financial statements and the related notes thereto
+Added: included elsewhere in this report.
+Added: The discussion contains forward-looking statements that are based on the beliefs of management, as
+Added: well as assumptions made by, and information currently available to, our management.
+Added: Actual results could differ materially from those
+Added: discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in
+Added: Except as otherwise indicated by the context and
+Added: for the purposes of this report only, references in this report to “we,” “us,” “our” and “our
+Added: company” refer to CleanCore Solutions, Inc., a Nevada corporation, and its wholly owned subsidiary CleanCore Global Limited, an
+Added: Irish company, or CleanCore Global.
+Added: Special Note Regarding Forward Looking Statements
+Added: This report contains forward-looking statements
+Added: that are based on our management’s beliefs and assumptions and on information currently available to us.
+Added: All statements other than
+Added: statements of historical facts are forward-looking statements.
+Added: These statements relate to future events or to our future financial performance
+Added: and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance
+Added: or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
+Added: by these forward-looking statements.
+Added: Forward-looking statements include, but are not limited to, statements about:
goals and strategies;
3 unchanged sentences
expectations regarding demand for, and market acceptance of, our products and services;
−Removed: expectations regarding our relationships with investors, institutional funding partners and
−Removed: other parties we collaborate with;
+Added: expectations regarding our relationships with investors, institutional funding partners and other parties we collaborate with;
● fluctuations
1 unchanged sentence
government policies and regulations relating to our industry.
−Removed: some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,”
−Removed: “should,” “would,” “expect,” “plan,” “intend,” “anticipate,”
−Removed: “believe,” “estimate,” “predict,” “potential,” “project” or “continue”
−Removed: or the negative of these terms or other comparable terminology.
+Added: In some cases, you can identify forward-looking
+Added: statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,”
+Added: “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
+Added: “potential,” “project” or “continue” or the negative of these terms or other comparable terminology.
These statements are only predictions.
−Removed: You should not place undue reliance
−Removed: on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases,
−Removed: beyond our control and which could materially affect results.
−Removed: Factors that may cause actual results to differ materially from current
−Removed: expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form
−Removed: 10-K for the fiscal year ended June 30, 2025, or the Form 10-K, as may be amended, supplemented or superseded from time to time by other
−Removed: reports we file with the Securities and Exchange Commission, or the SEC, in the future, and elsewhere in this report.
−Removed: If one or more
−Removed: of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly
−Removed: from those implied or projected by the forward-looking statements.
+Added: You should not place undue reliance on forward-looking statements because they involve known and
+Added: unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results.
+Added: Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item
+Added: 1A “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, or the Form 10-K, as
+Added: may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, or
+Added: the SEC, in the future, and elsewhere in this report.
+Added: If one or more of these risks or uncertainties occur, or if our underlying assumptions
+Added: prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements.
No forward-looking statement is a guarantee of future performance.
−Removed: addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject.
−Removed: statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable
−Removed: basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have
−Removed: conducted an exhaustive inquiry into, or review of, all potentially available relevant information.
−Removed: These statements are inherently uncertain
−Removed: and investors are cautioned not to unduly rely upon these statements.
−Removed: forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in
−Removed: Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking
−Removed: statements, whether as a result of new information, future events, changed circumstances or any other reason.
−Removed: specialize in the development and production of cleaning products that produce pure aqueous ozone for professional, industrial, or home
−Removed: We have a patented nanobubble technology using aqueous ozone that we believe is highly effective in cleaning, sanitizing, and deodorizing
−Removed: surfaces and high-touch areas.
−Removed: offer products and solutions that are marketed for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries.
−Removed: Our products are used in many types of environments including retail establishments, distribution centers, factories, warehouses, restaurants,
−Removed: schools and universities, airports, healthcare, food service, and commercial buildings such as offices, malls, and stores.
−Removed: mission is to become a leader in creating safe, clean spaces that are free from any chemical residue or skin irritants.
−Removed: We are currently
−Removed: expanding our distributor network, improving our production processes, and proving the effectiveness of our products in restaurants,
−Removed: airports, and hotels.
−Removed: September 5, 2025, we adopted a digital asset treasury strategy focused on Dogecoin.
−Removed: Pursuant to an asset management agreement that we
−Removed: entered into with Dogecoin Ventures, Inc., or the Asset Manager, and 21Shares US LLC, or 21Shares, on September 5, 2025, or the Asset
−Removed: Management Agreement, we established a multiyear advisory and asset-management program with the Asset Manager (which is a wholly-owned
−Removed: subsidiary of House of Doge Inc., the commercial arm of the Dogecoin Foundation) and 21Shares to manage our treasury assets, which include
−Removed: available cash or digital assets placed in our account to be utilized for such purpose, or the Treasury Account, as well as all investments
−Removed: thereof, proceeds of, income on and additions or accretions to the same, including all assets which are or were in the Treasury Account,
−Removed: but which are deployed in decentralized finance or similar blockchain transactions from time to time in accordance with the investment
−Removed: strategy described in the Asset Management Agreement (which we refer to as the Treasury Assets).
−Removed: Factors Affecting the Financial Performance of our Cleaning Solutions Business
−Removed: operating results for our cleaning solutions business are primarily affected by the following factors:
+Added: In addition, statements that “we believe”
+Added: and similar statements reflect our beliefs and opinions on the relevant subject.
+Added: These statements are based upon information available
+Added: to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information
+Added: may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or
+Added: review of, all potentially available relevant information.
+Added: These statements are inherently uncertain and investors are cautioned not to
+Added: unduly rely upon these statements.
+Added: The forward-looking statements made in this report
+Added: relate only to events or information as of the date on which the statements are made in this report.
+Added: Except as expressly required by the
+Added: federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new
+Added: information, future events, changed circumstances or any other reason.
+Added: We specialize in the development and production
+Added: of cleaning products that produce pure aqueous ozone for professional, industrial, or home use.
+Added: We have a patented nanobubble technology
+Added: using aqueous ozone that we believe is highly effective in cleaning, sanitizing, and deodorizing surfaces and high-touch areas.
+Added: We offer products and solutions that are marketed
+Added: for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries.
+Added: Our products are used in many types of environments
+Added: including retail establishments, distribution centers, factories, warehouses, restaurants, schools and universities, airports, healthcare,
+Added: food service, and commercial buildings such as offices, malls, and stores.
+Added: Our mission is to become a leader in creating
+Added: safe, clean spaces that are free from any chemical residue or skin irritants.
+Added: We are currently expanding our distributor network, improving
+Added: our production processes, and proving the effectiveness of our products in restaurants, airports, and hotels.
+Added: On September 5, 2025, we adopted a digital asset
+Added: treasury strategy focused on Dogecoin.
+Added: Pursuant to an asset management agreement that we entered into with Dogecoin Ventures, Inc., or
+Added: the Asset Manager, and 21Shares US LLC, or 21Shares, on September 5, 2025, or the Asset Management Agreement, we established a multiyear
+Added: advisory and asset-management program with the Asset Manager (which is a wholly-owned subsidiary of House of Doge Inc., the commercial
+Added: arm of the Dogecoin Foundation) and 21Shares to manage our treasury assets, which include available cash or digital assets placed in our
+Added: account to be utilized for such purpose, or the Treasury Account, as well as all investments thereof, proceeds of, income on and additions
+Added: or accretions to the same, including all assets which are or were in the Treasury Account, but which are deployed in decentralized finance
+Added: or similar blockchain transactions from time to time in accordance with the investment strategy described in the Asset Management Agreement
+Added: (which we refer to as the Treasury Assets).
+Added: As of February 27, 2026, all asset management agreements have been terminated but the Company
+Added: maintains a portfolio of Dogecoin.
+Added: See Note 11 for more information.
+Added: Principal Factors Affecting the Financial Performance of our Cleaning
+Added: Solutions Business
+Added: The operating results for our cleaning solutions
+Added: business are primarily affected by the following factors:
ability to acquire new customers or retain existing customers;
3 unchanged sentences
conditions and our market position.
−Removed: Factors Affecting the Financial Performance of our Cryptocurrency Treasury Operations
−Removed: operating results for our Treasury operations are primarily affected by the following factors:
+Added: Principal Factors Affecting the Financial Performance of our Cryptocurrency
+Added: Treasury Operations
+Added: The operating results for our Treasury operations
+Added: are primarily affected by the following factors:
market value of Dogecoin tokens;
1 unchanged sentence
understanding and willingness to purchase and use Dogecoin.
−Removed: to the establishment of our digital asset treasury strategy on September 5, 2025, we now have two reportable operating segments:
−Removed: the CleanCore segment, which is engaged in the development and production of cleaning products and solutions that are marketed for professional,
−Removed: industrial, or home use;
−Removed: and (ii) the Treasury segment, which executes our digital asset treasury strategy focused on Dogecoin and includes
−Removed: the Treasury Assets.
−Removed: The Treasury segment also includes dedicated resources assigned to execute on our digital asset strategy, unrealized
−Removed: gain or loss on digital assets, and other third-party costs associated with our digital assets holdings, and income tax effects generated
−Removed: from our Dogecoin holdings to better align with their activities and utilization.
−Removed: chief operating decision maker, or CODM, is our Chief Executive Officer, who manages our company as two discrete segments as well as
−Removed: on a consolidated basis.
−Removed: The CODM uses net income (loss) to assess the profitability of the CleanCore segment by comparing actual to
−Removed: budgeted results on a quarterly basis.
−Removed: In doing so, he focuses on revenue, gross profit, and operating profit (loss) of the CleanCore
−Removed: The CODM, in conjunction with our Chief Investment Officer, assesses the Treasury segment using the value of the Dogecoin and
−Removed: number of tokens held.
−Removed: Both segments allocate personnel and budget accordingly to maximize potential profitability.
−Removed: The CODM also uses
−Removed: net income (loss) to understand the impact from income taxes and financing costs for general tax and liquidity planning purposes.
−Removed: Growth Company
−Removed: qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.
−Removed: we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.
−Removed: For so long as we are an emerging growth
−Removed: company, we will not be required to:
−Removed: an auditor report on our internal controls over financial reporting pursuant to Section 404(b)
−Removed: of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;
−Removed: with any requirement that may be adopted by the Public Company Accounting Oversight Board
−Removed: regarding mandatory audit firm rotation or a supplement to the auditor’s report providing
−Removed: additional information about the audit and the financial statements (i.e., an auditor discussion
−Removed: and analysis);
−Removed: certain executive compensation matters to stockholder advisory votes, such as “say-on-pay”
−Removed: and “say-on-frequency;” and
−Removed: certain executive compensation related items such as the correlation between executive compensation
−Removed: and performance and comparisons of the chief executive officer’s compensation to median
−Removed: employee compensation.
−Removed: addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
−Removed: provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards.
−Removed: other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise
−Removed: apply to private companies.
−Removed: We have elected to take advantage of the benefits of this extended transition period.
−Removed: Our financial statements
−Removed: may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
−Removed: will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our
−Removed: initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.235 billion or more,
−Removed: (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934,
−Removed: 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
−Removed: 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
−Removed: than $1 billion in non-convertible debt during the preceding three year period.
−Removed: of Operations
−Removed: of Three Months Ended December 31, 2025 and 2024
−Removed: following table sets forth key components of our results of operations for the three months ended December 31, 2025 and 2024, both in
−Removed: dollars and as a percentage of our revenue.
−Removed: Months Ended December 31,
+Added: Due to the establishment of our digital asset
+Added: treasury strategy on September 5, 2025, we now have two reportable operating segments:
+Added: (i) the CleanCore segment, which is engaged in
+Added: the development and production of cleaning products and solutions that are marketed for professional, industrial, or home use;
+Added: the Treasury segment, which executes our digital asset treasury strategy focused on Dogecoin and includes the Treasury Assets.
+Added: segment also includes dedicated resources assigned to execute on our digital asset strategy, unrealized gain or loss on digital assets,
+Added: and other third-party costs associated with our digital assets holdings, and income tax effects generated from our Dogecoin holdings to
+Added: better align with their activities and utilization.
+Added: The Company’s chief operating decision maker
+Added: (“CODM”) is the Company’s Chief Executive Officer, Tyler Hassen, who was appointed on March 16, 2026, who manages the
+Added: Company as two discrete segments as well as on a consolidated basis, in conjunction with the Company’s General Manager, who is the
+Added: former Chief Executive Officer, Clayton Adams.
+Added: The CODM uses net income (loss) to assess the profitability of the CleanCore Segment by
+Added: comparing actual to budgeted results on a quarterly basis.
+Added: In doing so, he focuses on revenue, gross profit, and operating profit (loss)
+Added: of the CleanCore Segment.
+Added: The CODM assesses the Treasury Segment using the value of the Dogecoin and number of tokens held.
+Added: Both segments
+Added: allocate personnel and budget accordingly to maximize potential profitability.
+Added: The CODM also uses net income (loss) to understand the
+Added: impact from income taxes and financing costs for general tax and liquidity planning purposes.
+Added: Emerging Growth Company
+Added: We qualify as an “emerging growth company”
+Added: under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.
+Added: As a result, we are permitted to, and intend to, rely on exemptions
+Added: from certain disclosure requirements.
+Added: For so long as we are an emerging growth company, we will not be required to:
+Added: an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or
+Added: the Sarbanes-Oxley Act;
+Added: with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or
+Added: a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor
+Added: discussion and analysis);
+Added: certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;”
+Added: certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of
+Added: the chief executive officer’s compensation to median employee compensation.
+Added: In addition, Section 107 of the JOBS Act also
+Added: provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
+Added: Act of 1933, as amended, for complying with new or revised accounting standards.
+Added: In other words, an emerging growth company can delay
+Added: the adoption of certain accounting standards until those standards would otherwise apply to private companies.
+Added: We have elected to take
+Added: advantage of the benefits of this extended transition period.
+Added: Our financial statements may therefore not be comparable to those of companies
+Added: that comply with such new or revised accounting standards.
+Added: We will remain an emerging growth company until
+Added: the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day
+Added: of the first fiscal year in which our total annual gross revenues are $1.235 billion or more, (iii) the date that we become a “large
+Added: accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would
+Added: 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
+Added: recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during
+Added: the preceding three year period.
+Added: Results of Operations
+Added: Comparison of Three Months Ended March 31, 2026 and 2025
+Added: The following table sets forth key components
+Added: of our results of operations for the three months ended March 31, 2026 and 2025, both in dollars and as a percentage of our revenue.
+Added: Three Months Ended March 31,
Cost of sales
+Added: Gross profit (loss)
Operating expenses:
−Removed: General and administrative
+Added: General and administrative expense
Advertising expense
−Removed: and amortization expense
−Removed: operating expenses
+Added: Depreciation and amortization expense
+Added: Total operating expenses
Loss from operations
1 unchanged sentence
Other income (expense)
−Removed: Interest income (expense),
−Removed: Change in fair value of digital
−Removed: exchange loss
−Removed: other income (expense)
+Added: Interest income (expense), net
+Added: Change in fair value of digital assets
(18,684,134 )
+Added: Foreign exchange loss
+Added: Total other income (expense)
(18,614,371 )
$ (30,805,332 )
−Removed: All of our revenue is generated by the CleanCore segment, which generates revenue from sales of our cleaning products.
−Removed: Our revenue increased
−Removed: 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
−Removed: The increase is primarily due to sales from a new customer, which generated revenue of $508,992 in the three months ended December
−Removed: Our cost of sales consists of raw materials, components, labor, demo expenses and warranty reserves.
+Added: All of our revenue is generated
+Added: by the CleanCore segment, which generates revenue from sales of our cleaning products.
+Added: Our revenue decreased by $14,221, or 2.55%, to
+Added: $543,694 for the three months ended March 31, 2026 from $557,915 for the three months ended March 31, 2025.
+Added: The decrease is primarily
+Added: due to lower sales in the US, offset by the addition of the Global entity.
+Added: Cost of sales .
Our cost of sales
−Removed: 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
−Removed: 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.
−Removed: The decrease is the result of better efficiencies driven by scale, cost optimization, and technological improvements.
−Removed: As a result of the foregoing, our gross profit increased by $665,389, or 1,073.02%, to $727,400 for the three months
−Removed: ended December 31, 2025 from $62,011 for the three months ended December 31, 2024.
−Removed: As a percentage of revenue, gross profit was 68.05%
−Removed: and 24.10% for the three months ended December 31, 2025 and 2024, respectively.
−Removed: and administrative expenses .
−Removed: In the CleanCore segment, our general and administrative expenses consist primarily
−Removed: of personnel expenses, including employee salaries and bonuses plus related payroll taxes, stock based compensation expense, professional
−Removed: advisor fees, bad debts, rent expense, insurance and other expenses incurred in connection with general operations.
+Added: consists of raw materials, components, labor, demo expenses and warranty reserves.
+Added: Our cost of sales increased by $716,170, or 290.20%,
+Added: to $962,953 for the three months ended March 31, 2026 from $246,783 for the three months ended March 31, 2025.
+Added: As a percentage of revenue,
+Added: cost of sales was 177.11% and 44.23% for the three months ended March 31, 2026 and 2026, respectively.
+Added: The increase is the result of revaluating
+Added: our inventory reserves to reflect slow-moving and outdated product.
+Added: Gross profit .
+Added: As a result of the
+Added: foregoing, our gross profit decreased by $730,391 or (234.75)%, to a loss of $419,259 for the three months ended March 31, 2026 from a
+Added: profit of $311,132 for the three months ended March 31, 2025.
+Added: As a percentage of revenue, gross profit was (77.11)% and 55.77% for the
+Added: three months ended March 31, 2026 and 2025, respectively.
+Added: General and administrative
+Added: In the CleanCore segment, our general and administrative expenses consist primarily of personnel
+Added: expenses, including employee salaries and bonuses plus related payroll taxes, stock based compensation expense, professional advisor
+Added: fees, bad debts, rent expense, insurance and other expenses incurred in connection with general operations.
In the Treasury segment,
−Removed: our general and administrative expenses consist primary of professional advisor fees, stock based compensation expense, insurance expense,
−Removed: and employee salaries and bonuses plus related payroll taxes.
−Removed: Our general and administrative expenses increased by $20,417,153, or 2,240.75%,
−Removed: to $21,328,326 for the three months ended December 31, 2025 from $911,173 for the three months ended December 31, 2024.
−Removed: As a percentage
−Removed: of revenue, our general and administrative expenses were 1,995.44% and 354.17% for the three months ended December 31, 2025 and 2024,
−Removed: respectively.
−Removed: This increase was primarily due to increases of $12,836,619 in professional and consulting fees, $6,524,502 in stock compensation
−Removed: expense, $560,341 in payroll and benefits related to an increase in headcount, and $439,276 in insurance.
−Removed: On a segmented basis, general
−Removed: and administrative expenses for the CleanCore and Treasury segments for the three months ended December 31, 2025 were $17,942,659 and
−Removed: $3,385,667, respectively.
−Removed: In the CleanCore segment, advertising expenses consist of vendor trade shows and various trade publications.
−Removed: In the Treasury segment, advertising expense is driven by crypto marketing expenses.
−Removed: Our advertising expenses decreased by $21,004, or
−Removed: 28.04%, to $53,901 for the three months ended December 31, 2025 from $74,905 for the three months ended December 31, 2024.
−Removed: Such a decrease
−Removed: was primarily due to the timing and strategy of outbound sales activity.
−Removed: As a percentage of revenue, our advertising expenses were 5.04%
−Removed: and 29.12% for the three months ended December 31, 2025 and 2024, respectively.
−Removed: On a segmented basis, advertising expenses for the CleanCore
−Removed: and Treasury segments for the three months ended December 31, 2025 were $20,883 and $33,018, respectively.
−Removed: and amortization expense .
−Removed: Depreciation and amortization expense, all of which is generated by the CleanCore segment,
−Removed: 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
−Removed: As a percentage of revenue, depreciation and amortization expense was 5.90% and 15.52% for the three months ended December
+Added: our general and administrative expenses consist primary of professional advisor fees, stock based compensation expense, insurance
+Added: expense, and employee salaries and bonuses plus related payroll taxes.
+Added: Our general and administrative expenses increased by
+Added: $10,640,683, or 1,098.94%, to $11,608,947 for the three months ended March 31, 2026 from $968,264 for the three months ended March
+Added: As a percentage of revenue, our general and administrative expenses were 2,135.20% and 173.55% for the three months ended
+Added: March 31, 2026 and 2025, respectively.
+Added: This increase was primarily due to increases of $8,785,753 in professional and consulting
+Added: fees, $863,085 in payroll and benefits related to an increase in headcount, $530,123 in stock compensation expense, , and
+Added: $438,962 in insurance.
+Added: On a segmented basis, general and administrative expenses for the CleanCore and Treasury segments for the
+Added: three months ended March 31, 2026 were $1,770,116 and $10,389,075, respectively.
+Added: Advertising expenses .
+Added: the CleanCore segment, advertising expenses consist of vendor trade shows and various trade publications.
+Added: In the Treasury segment, advertising
+Added: expense is driven by crypto marketing expenses.
+Added: Our advertising expenses increased by $81,432, or 412.46%, to $101,175 for the three months
+Added: ended March 31, 2026 from $19,743 for the three months ended March 31, 2025.
+Added: Such an increase was primarily due to the timing and strategy
+Added: of outbound sales activity.
+Added: As a percentage of revenue, our advertising expenses were 18.61% and 3.54% for the three months ended March
31, 2026 and 2026, respectively.
−Removed: The increase in expense is due to amortization expense associated with additional intangibles acquired
−Removed: with the asset acquisition of Sanzonate in April 2025.
−Removed: other income (expense) .
−Removed: We had $83,642,464 in total other expense, net, for the three months ended December 31, 2025, as compared
−Removed: to $41,035 for the three months ended December 31, 2024.
−Removed: Other expense, net, for the three months ended December 31, 2025 consisted of
−Removed: 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,
−Removed: while other expense, net, for the three months ended December 31, 2024 consisted entirely of interest expense.
−Removed: The increase in change
−Removed: 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
−Removed: As a result of the cumulative effect of the factors described above, we had a net loss of $104,360,352 for
−Removed: 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,
−Removed: or 10,283.80%.
−Removed: of Six Months Ended December 31, 2025 and 2024
−Removed: following table sets forth key components of our results of operations for the six months ended December 31, 2025 and 2024, both in dollars
−Removed: and as a percentage of our revenue.
−Removed: Months Ended December 31,
+Added: On a segmented basis, advertising expenses for the CleanCore and Treasury segments for the three months
+Added: ended March 31, 2025 were $68,175 and $33,000, respectively.
+Added: Depreciation and amortization expense .
+Added: and amortization expense, all of which is generated by the CleanCore segment, increased by $21,652, or 54.23%, to $61,580 for the three
+Added: months ended March 31, 2026 from $39,928 for the three months ended March 31, 2025.
+Added: As a percentage of revenue, depreciation and amortization
+Added: expense was 11.33% and 7.16% for the three months ended March 31, 2026 and 2025, respectively.
+Added: The increase in expense is due to amortization
+Added: expense associated with additional intangibles acquired with the asset acquisition of Sanzonate in April 2025.
+Added: Total other income (expense) .
+Added: We had $18,612,814 in total
+Added: other expense, net, for the three months ended March 31, 2026, as compared to $92,551 for the three months ended March 31, 2025.
+Added: expense, net, for the three months ended March 31, 2026 consisted of a decrease in fair value of digital assets held of $18,684,134, a
+Added: foreign exchange loss of $1,202, offset by interest income, net, of $72,522, while other expense, net, for the three months ended March
+Added: 31, 2025 consisted entirely of interest expense.
+Added: The increase in change in fair value of digital assets is driven by the adoption of our
+Added: digital asset treasury strategy and a decrease in the fair value of Dogecoin.
+Added: of the cumulative effect of the factors described above, we had a net loss of $30,803,775 for the three months ended March 31, 2026, as
+Added: compared to a net loss of $809,354 for the three months ended March 31, 2025, an increase of $29,994,421, or 3,705.97%.
+Added: Comparison of Nine Months Ended March 31, 2026 and 2025
+Added: The following table sets forth key components
+Added: of our results of operations for the nine months ended March 31, 2026 and 2025, both in dollars and as a percentage of our revenue.
+Added: Nine Months Ended March 31,
Cost of sales
Operating expenses:
−Removed: General and administrative
+Added: General and administrative expense
Advertising expense
−Removed: and amortization expense
−Removed: operating expenses
+Added: Depreciation and amortization expense
+Added: Total operating expenses
Loss from operations
2 unchanged sentences
Interest expense, net
−Removed: Change in fair value of digital
−Removed: (88,699,929 )
−Removed: exchange loss
−Removed: other income (expense)
+Added: Change in fair value of digital assets
+Added: Foreign exchange loss
+Added: Total other income (expense)
(107,408,298 )
1 unchanged sentence
$ (2,670,469 )
−Removed: 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
−Removed: ended December 31, 2024.
−Removed: The increase is primarily due to sales from a new customer, which generated revenue of $863,334 in the six months
−Removed: ended December 31, 2025.
−Removed: 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
−Removed: for the six months ended December 31, 2024.
−Removed: As a percentage of revenue, cost of sales was 35.98% and 60.22% for the six months ended
−Removed: December 31, 2025 and 2024, respectively.
−Removed: The decrease is the result of better efficiencies driven by scale, cost optimization, and technological
−Removed: improvements.
−Removed: 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
−Removed: ended December 31, 2025 from $247,511 for the six months ended December 31, 2024.
−Removed: As a percentage of revenue, gross profit was 64.02%
−Removed: and 39.78% for the six months ended December 31, 2025 and 2024, respectively.
−Removed: and administrative expenses .
−Removed: Our general and administrative expenses increased by $28,107,474, or 1,538.12%, to $29,934,861
−Removed: for the six months ended December 31, 2025 from $911,173 for the six months ended December 31, 2024.
−Removed: As a percentage of revenue, our
−Removed: general and administrative expenses were 1,516.76% and 293.71% for the six months ended December 31, 2025 and 2024, respectively.
−Removed: increase was primarily due to increases of $18,662,635 in professional and consulting fees, 7,509,878 in stock compensation expense,
−Removed: $1,245,340 in payroll and benefits related to an increase in headcount, and $578,342 in insurance.
−Removed: On a segmented basis, general and
−Removed: administrative expenses for the CleanCore and Treasury segments for the six months ended December 31, 2025 were $21,678,560 and $8,256,301,
−Removed: respectively.
−Removed: Our advertising expenses increased by $4,316, or 3.56%, to $125,430 for the six months ended December 31,
−Removed: 2025 from $74,905 for the six months ended December 31, 2024.
−Removed: Such an increase was primarily due to increased expenses related to crypto
−Removed: marketing, offset by lower marketing expenses for the CleanCore segment.
−Removed: As a percentage of revenue, our advertising expenses were 6.36%
−Removed: and 19.47% for the six months ended December 31, 2025 and 2024, respectively.
−Removed: On a segmented basis, advertising expenses for the CleanCore
−Removed: and Treasury segments for the six months ended December 31, 2025 were $61,912 and $63,518, respectively.
−Removed: and amortization expense .
−Removed: Depreciation and amortization expense, all of which is generated by the CleanCore segment,
−Removed: 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
−Removed: As a percentage of revenue, depreciation and amortization expense was 6.92% and 12.82% for the six months ended December 31,
+Added: Our revenue increased by
+Added: $1,340,457, or 113.59%, to $2,520,540 for the nine months ended March 31, 2026 from $1,180,083 for the nine months ended March 31, 2025.
+Added: The increase is primarily due to sales from a new customer, which generated revenue of $872,214 in the nine months ended March 31, 2026.
+Added: Cost of sales .
+Added: Our cost of sales
+Added: increased by $1,052,611, or 169.38%, to $1,674,052 for the nine months ended March 31, 2026 from $621,441 for the nine months ended March
+Added: As a percentage of revenue, cost of sales was 66.42% and 52.66% for the nine months ended March 31, 2026 and 2025, respectively.
+Added: The increase is the result of higher sales, offset by increased inventory reserves.
+Added: Gross profit .
+Added: As a result of the
+Added: foregoing, our gross profit increased by $287,846, or 51.53%, to $846,488 for the nine months ended March 31, 2026 from $558,642 for the
+Added: nine months ended March 31, 2025.
+Added: As a percentage of revenue, gross profit was 33.58% and 47.34% for the nine months ended March 31, 2026
and 2025, respectively.
−Removed: The increase is due to amortization expense associated with additional intangibles acquired with the asset
−Removed: acquisition of Sanzonate in April 2025.
−Removed: other income (expense) .
−Removed: We had $88,794,765 in total other expense, net, for the six months ended December 31, 2025, as compared
−Removed: to $41,035 for the six months ended December 31, 2024.
−Removed: Other expense, net, for the six months ended December 31, 2025 consisted of a
−Removed: 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
−Removed: other expense, net, for the six months ended December 31, 2024 consisted entirely of interest expense.
−Removed: The increase in change in fair
−Removed: value of digital assets is driven by the adoption of our digital asset treasury strategy and a decrease in the fair value of Dogecoin.
−Removed: As a result of the cumulative effect of the factors described above, we had a net loss of $117,728,051 for
−Removed: 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,
−Removed: or 6,225.69%.
−Removed: and Capital Resources
−Removed: company has incurred losses and negative cash flows from operations.
−Removed: From October 17, 2022 (the date of the acquisition) through December
−Removed: 31, 2025, we have financed our operations primarily through investor funding.
−Removed: As of December 31, 2025, we had cash and cash equivalents
−Removed: 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.
−Removed: our recent offerings described below, management believes that currently available resources will not be sufficient to fund our planned
−Removed: expenditures over the next 12 months.
−Removed: These factors, individually and collectively indicate that a material uncertainty exists that raises
−Removed: substantial doubt about our company’s ability to continue as a going concern for 12 months from the date of issuance of the accompanying
−Removed: financial statements.
−Removed: will be dependent upon the raising of additional capital through equity and/or debt financing in order to implement our business plan
−Removed: and generate sufficient revenue in excess of costs.
−Removed: If we raise additional capital through the issuance of equity securities or securities
−Removed: convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior
−Removed: to those of the holders of common stock.
−Removed: If we raise additional funds by issuing debt, we may be subject to limitations on its operations,
−Removed: through debt covenants or other restrictions.
−Removed: There is no assurance that we will be successful with future financing ventures, and the
−Removed: inability to secure such financing may have a material adverse effect on our financial condition.
−Removed: The accompanying financial statements
−Removed: do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable
−Removed: to continue as a going concern.
−Removed: accompanying financial statements have been prepared on a going concern basis under which our company is expected to be able to realize
−Removed: its assets and satisfy its liabilities in the normal course of business.
−Removed: following table provides detailed information about our net cash flow for the six months ended December 31, 2025 and 2024.
−Removed: Net cash used
−Removed: in operating activities
−Removed: $ (7,167,396 )
+Added: General and administrative expenses .
+Added: general and administrative expenses increased by $38,679,476, or 1,350.54%, to 41,543,474 for the nine months ended March 31, 2026 from
+Added: $2,863,998 for the nine months ended March 31, 2025.
+Added: As a percentage of revenue, our general and administrative expenses were 1,648.20%
+Added: and 242.69% for the nine months ended March 31, 2026 and 2025, respectively.
+Added: This increase was primarily due to increases of $27,448,388
+Added: in professional and consulting fees, $8,040,001 in stock compensation expense, $2,108,425 in payroll and benefits related to an increase
+Added: in headcount, and $1,017,304 in insurance.
+Added: On a segmented basis, general and administrative expenses for the CleanCore and Treasury segments
+Added: for the nine months ended March 31, 2026 were $22,898,098 and $18,645,376, respectively.
+Added: Advertising expenses .
+Added: advertising expenses increased by $154,090, or 212.49%, to $226,605 for the nine months ended March 31, 2026 from $72,515 for the nine
+Added: months ended March 31, 2025.
+Added: Such an increase was primarily due to increased expenses related to crypto marketing, offset by lower marketing
+Added: expenses for the CleanCore segment.
+Added: As a percentage of revenue, our advertising expenses were 8.99% and 6.14% for the nine months ended
+Added: March 31, 2026 and 2025, respectively.
+Added: On a segmented basis, advertising expenses for the CleanCore and Treasury segments for the nine
+Added: months ended March 31, 2026 were $130,087 and $96,518, respectively.
+Added: Depreciation and amortization expense .
+Added: and amortization expense, all of which is generated by the CleanCore segment, increased by $80,258, or 67.06%, to $199,936 for the nine
+Added: months ended March 31, 2026 from $119,678 for the nine months ended March 31, 2025.
+Added: As a percentage of revenue, depreciation and amortization
+Added: expense was 7.93% and 10.14% for the nine months ended March 31, 2026 and 2025, respectively.
+Added: The increase is due to amortization expense
+Added: associated with additional intangibles acquired with the asset acquisition of Sanzonate in April 2025.
+Added: Total other income (expense) .
+Added: had $107,408,298 in total other expense, net, for the nine months ended March 31, 2026, as compared to $172,920 for the nine months ended
+Added: March 31, 2025.
+Added: Other expense, net, for the nine months ended March 31, 2026 consisted of a change in fair value of digital assets held
+Added: of $107,384,528, interest expense, net, of $21,380, and a foreign exchange loss of $2,390, while other expense, net, for the nine months
+Added: ended March 31, 2025 consisted entirely of interest expense.
+Added: The increase in change in fair value of digital assets is driven by the adoption
+Added: of our digital asset treasury strategy and a decrease in the fair value of Dogecoin.
+Added: of the cumulative effect of the factors described above, we had a net loss of $148,531,825 for the nine months ended March 31, 2026, as
+Added: compared to a net loss of $2,670,469 for the nine months ended March 31, 2025, an increase in loss of $145,861,356, or 5,462,01%.
+Added: Liquidity and Capital Resources
+Added: Our company has incurred losses and negative cash
+Added: flows from operations.
+Added: From October 17, 2022 (the date of the acquisition) through March 31, 2026, we have financed our operations primarily
+Added: through investor funding.
+Added: As of March 31, 2026, we had cash and cash equivalents of $17,053,301, a net loss for the nine months ended
+Added: March 31, 2026 of $148,531,825 and cash used in operating activities of $14,815,558.
+Added: Despite our recent offerings described below,
+Added: management believes that currently available resources will not be sufficient to fund our planned expenditures over the next 12 months.
+Added: These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about our company’s
+Added: ability to continue as a going concern for 12 months from the date of issuance of the accompanying financial statements.
+Added: We will be dependent upon the raising of additional
+Added: capital through equity and/or debt financing in order to implement our business plan and generate sufficient revenue in excess of costs.
+Added: If we raise additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience
+Added: dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock.
+Added: If we raise additional
+Added: funds by issuing debt, we may be subject to limitations on its operations, through debt covenants or other restrictions.
+Added: There is no assurance
+Added: that we will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect
+Added: on our financial condition.
+Added: The accompanying financial statements do not include any adjustments to the amounts and classifications of
+Added: assets and liabilities that might be necessary should we be unable to continue as a going concern.
+Added: The accompanying financial statements have been
+Added: prepared on a going concern basis under which our company is expected to be able to realize its assets and satisfy its liabilities in
+Added: the normal course of business.
+Added: Summary of Cash Flow
+Added: The following table provides detailed information
+Added: about our net cash flow for the nine months ended March 31, 2026 and 2025.
+Added: Nine months Ended
+Added: Net cash used in operating activities
$ (14,815,558 )
−Removed: Net cash used in investing
+Added: Net cash used in investing activities
(130,277,992 )
−Removed: cash provided by financing activities
−Removed: of exchange rate changes on cash and cash equivalents
−Removed: Net increase (decrease) in
−Removed: at beginning of period
−Removed: at end of period
−Removed: 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
−Removed: ended December 31, 2024.
−Removed: For the six months ended December 31, 2025, our net loss of $117,728,052 and offset by a change in fair value
−Removed: 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
−Removed: drivers of net cash used in operating activities.
−Removed: For the six months ended December 31, 2024, our net loss of $1,861,109, offset by stock-based
−Removed: compensation of $331,802, were the primary drivers of net cash used in operating activities.
−Removed: 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
−Removed: ended December 31, 2024.
−Removed: The net cash used in investing activities for the six months ended December 31, 2025 consisted of purchases
−Removed: of digital assets of $148,605,650 and purchases of property and equipment of $17,074, while the net cash used in investing activities
−Removed: for the six months ended December 31, 2024 consisted entirely of purchases of property and equipment.
−Removed: 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
−Removed: months ended December 31, 2024.
−Removed: Net cash provided by financing activities for the six months ended December 31, 2025 consisted of proceeds
−Removed: from the private placement described below of $137,907,255, proceeds from the Sales Agreement described below of $25,608,235 and proceeds
−Removed: from the exercise of warrants of $370,288, offset by repayments of notes payable of $660,000, payments for deferred offering costs of
−Removed: $1,078,967 and repayments of related party loans of $425,241.
−Removed: Net cash provided by financing activities for the six months ended December
−Removed: 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,
−Removed: offset by payments of notes payable of $316,920.
−Removed: August 29, 2025, we entered into an amended and restated sales agreement, or the Sales Agreement, with Maxim Group LLC and Curvature
−Removed: Securities LLC, or the Sales Agents, pursuant to which we may, from time to time, in transactions that are deemed to be “at the
−Removed: market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, issue and sell through or to the Sales Agents
−Removed: up to a maximum aggregate amount of $1,150,000,000 of shares of common stock.
−Removed: During the six months ended December 31, 2025,
−Removed: 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
+Added: Net cash provided by financing activities
+Added: Effect of exchange rate changes on cash and cash equivalents
+Added: Net increase (decrease) in cash
+Added: Cash at beginning of period
+Added: Cash at end of period
+Added: Net cash used in operating activities was $14,815,558
+Added: for the nine months ended March 31, 2026, as compared to $2,234,206 for the nine months ended March 31, 2025.
+Added: For the nine months ended
+Added: March 31, 2026, our net loss of $148,531,825 and offset by a change in fair value of digital assets of $107,384,528, non-cash professional
+Added: fees of $17,997,950 and stock-based compensation of $8,601,443, were the primary drivers of net cash used in operating activities.
+Added: the nine months ended March 31, 2025, our net loss of $2,670,469, offset by stock-based compensation of $561,767, were the primary drivers
+Added: of net cash used in operating activities.
+Added: Net cash used in investing activities was $130,277,992
+Added: for the nine months ended March 31, 2026, as compared to $18,857 for the nine months ended March 31, 2025.
+Added: The net cash used in investing
+Added: activities for the nine months ended March 31, 2026 consisted of net purchases of digital assets of $148,605,650 and purchases of property
+Added: and equipment of $40,702, offset by the sale of digital assets of $18,368,360, while the net cash used in investing activities for the
+Added: nine months ended March 31, 2025 consisted entirely of purchases of property and equipment.
+Added: Net cash provided by financing activities
+Added: was $160,721,570 for the nine months ended March 31, 2026, as compared to $1,015,273 for the nine months ended March 31, 2025.
+Added: cash provided by financing activities for the nine months ended March 31, 2026 consisted of proceeds from the private placement
+Added: described below of $137,907,255, proceeds from the Sales Agreement described below of $25,608,235 and proceeds from the exercise of
+Added: warrants of $370,288, offset by repayments of notes payable of $660,000, payments for deferred offering costs of $1,078,967, funds
+Added: provided for a note receivable of $1,000,000 and repayments of related party loans of $425,241.
+Added: Net cash provided by financing
+Added: activities for the nine months ended March 31, 2025 consisted of proceeds from a related party loan of $332,193, an advance on
+Added: subscription of $1,000,000, offset by payments of notes payable of $316,920.
+Added: On August 29, 2025, we entered into an amended
+Added: and restated sales agreement, or the Sales Agreement, with Maxim Group LLC and Curvature Securities LLC, or the Sales Agents, pursuant
+Added: to which we may, from time to time, in transactions that are deemed to be “at the market offerings” as defined in Rule 415
+Added: 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
+Added: shares of common stock.
+Added: During the nine months ended March 31, 2026, we issued an aggregate of 8,579,273 shares of common stock under
+Added: the Sales Agreement for gross proceeds of $26,399,778 and net proceeds of approximately $25,608,235.
+Added: On September 5, 2025, we completed an offering
+Added: 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
+Added: which $148,650,530 was paid in cash and $26,349,890 was paid in cryptocurrency.
+Added: After deducting placement agent fees, reimbursed expenses,
+Added: 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.
−Removed: September 5, 2025, we completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of common stock for
−Removed: aggregate gross proceeds of $175,000,420, of which $148,650,530 was paid in cash and $26,349,890 was paid in cryptocurrency.
−Removed: After deducting
−Removed: placement agent fees, reimbursed expenses, and other offering expenses from the total gross proceeds, including both cash and cryptocurrency
−Removed: gross proceeds, we received net proceeds of approximately $164,257,145.
−Removed: Of this amount, approximately $1,075,000 was used to pay off
−Removed: outstanding indebtedness and $4,400,000 will be used for working capital and general corporate purposes, with the balance of the net
−Removed: proceeds being used to acquire Dogecoin.
−Removed: see Notes 12 and 13 to our unaudited condensed consolidated financial statements above for a description of the terms of our outstanding
−Removed: to the terms of the Asset Management Agreement, we agreed to pay the Asset Manager and 21Shares a monthly fee in arrears computed at
−Removed: an annual rate as follows:
−Removed: (i) 2% in the aggregate on amounts up to and including $1,000,000,000 in Treasury Account value, with 1.75%
−Removed: paid to the Asset Manager and 0.25% paid to 21Shares;
−Removed: (ii) 1.75% in the aggregate on amounts above $1,000,000,000 up to and including
−Removed: $1,500,000,000 in Treasury Account value, with 1.5% paid to the Asset Manager and 0.25% paid to 21Shares;
−Removed: and (iii) 1.5% in the aggregate
−Removed: on amounts above $1,500,000,000 in Treasury Account value, with 1.25% paid to the Asset Manager and 0.25% paid to 21Shares.
−Removed: Such payments
−Removed: 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
−Removed: for partial periods.
−Removed: November 17, 2025, we entered into a strategic advisor agreement with Dogecoin Ventures LLC (which, for the avoidance of doubt, is not
−Removed: related to the Asset Manager), pursuant to which we engaged Dogecoin Ventures LLC to provide certain advisory services relating to our
−Removed: digital asset treasury business in exchange for, among other things, a monthly advisory fee of $83,333.
−Removed: other principal commitments consist mostly of obligations under the loans described in Notes 10 and 11 to our unaudited condensed consolidated
−Removed: financial statements above.
−Removed: We also have a non-cancellable operating lease commitment for our office facility expiring in 2028 as described
−Removed: in Note 14 to the unaudited condensed consolidated financial statements above.
−Removed: than the foregoing, at December 31, 2025, we did not have other long-term debt obligations, capital (finance) lease obligations, operating
−Removed: lease obligations, purchase obligations or other long-term liabilities reflected on our statements of financial position.
−Removed: Sheet Arrangements
−Removed: have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
−Removed: changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
−Removed: Accounting Policies and Estimates
−Removed: preparation of our unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that
−Removed: affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
+Added: Of this amount, approximately $1,075,000 was used to pay off outstanding indebtedness and $4,400,000 will
+Added: be used for working capital and general corporate purposes, with the balance of the net proceeds being used to acquire Dogecoin.
+Added: Please see Notes 14 and 15 to our unaudited condensed
+Added: consolidated financial statements above for a description of the terms of our outstanding debt.
+Added: Contractual Obligations
+Added: Pursuant to the terms of the Asset Management
+Added: Agreement, we agreed to pay the Asset Manager and 21Shares a monthly fee in arrears computed at an annual rate as follows:
+Added: (i) 2% in the
+Added: aggregate on amounts up to and including $1,000,000,000 in Treasury Account value, with 1.75% paid to the Asset Manager and 0.25% paid
+Added: (ii) 1.75% in the aggregate on amounts above $1,000,000,000 up to and including $1,500,000,000 in Treasury Account value,
+Added: with 1.5% paid to the Asset Manager and 0.25% paid to 21Shares;
+Added: and (iii) 1.5% in the aggregate on amounts above $1,500,000,000 in Treasury
+Added: Account value, with 1.25% paid to the Asset Manager and 0.25% paid to 21Shares.
+Added: Such payments may be made, in the sole discretion of the
+Added: Asset Manager or 21Shares, in shares of common stock, cash, or Dogecoin and shall be pro-rated for partial periods.
+Added: These agreements were
+Added: terminated on February 27, 2026.
+Added: On November 17, 2025, we entered into a strategic
+Added: advisor agreement with Dogecoin Ventures LLC (which, for the avoidance of doubt, is not related to the Asset Manager), pursuant to which
+Added: we engaged Dogecoin Ventures LLC to provide certain advisory services relating to our digital asset treasury business in exchange for,
+Added: among other things, a monthly advisory fee of $83,333.
+Added: This agreement was terminated on February 27, 2026.
+Added: Our other principal commitments consist mostly
+Added: of obligations under the loans described in Notes 14 and 15 to our unaudited condensed consolidated financial statements above.
+Added: have a non-cancellable operating lease commitment for our office facility expiring in 2028 as described in Note 19 to the unaudited condensed
+Added: consolidated financial statements above.
+Added: Other than the foregoing, at March 31, 2026, we
+Added: did not have other long-term debt obligations, capital (finance) lease obligations, operating lease obligations, purchase obligations
+Added: or other long-term liabilities reflected on our statements of financial position.
+Added: Off-Balance Sheet Arrangements
+Added: We have no off-balance sheet arrangements that
+Added: have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
+Added: or expenses, results of operations, liquidity, capital expenditures or capital resources.
+Added: Critical Accounting Policies and Estimates
+Added: The preparation of our unaudited condensed consolidated
+Added: financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities,
+Added: revenues and expenses, and related disclosure of contingent assets and liabilities.
On a regular basis, we evaluate these estimates.
−Removed: These estimates are based on management’s historical industry experience and on
−Removed: various other assumptions that are believed to be reasonable under the circumstances.
+Added: estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable
+Added: under the circumstances.
Actual results may differ from these estimates.
−Removed: a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or
−Removed: involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position,
−Removed: results of operations, or cash flows, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results
−Removed: of Operations – Critical Accounting Policies” in the Form 10-K and Part I, Item 2 “Management’s Discussion and
−Removed: Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Quarterly
−Removed: Report on Form 10-Q for the quarter ended September 30, 2025.
+Added: For a description of the accounting policies that,
+Added: in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if
+Added: different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see
+Added: Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting
+Added: Policies” in the Form 10-K and Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results
+Added: of Operations – Critical Accounting Policies and Estimates” in our Quarterly Report on Form 10-Q for the quarter ended March
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
+Added: Not applicable.
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.