CleanCore Solutions, Inc. 10-Q/A

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this report. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report. Use of Terms Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and “our company” refer to CleanCore Solutions, Inc., a Nevada corporation, and its wholly owned subsidiary CleanCore Global Limited, an Irish company, or CleanCore Global. Special Note Regarding Forward Looking Statements This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about: ● our goals and strategies; ● our future business development, financial condition and results of operations; ● expected changes in our revenue, costs or expenditures; ● growth of and competition trends in our industry; ● our expectations regarding demand for, and market acceptance of, our products and services; ● our expectations regarding our relationships with investors, institutional funding partners and other parties we collaborate with; ● fluctuations in general economic and business conditions in the market in which we operate; and ● relevant government policies and regulations relating to our industry. In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 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 may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, or the SEC, in the future, and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions 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. 25 In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. Overview We specialize in the development and production of cleaning products that produce pure aqueous ozone for professional, industrial, or home use. We have a patented nanobubble technology using aqueous ozone that we believe is highly effective in cleaning, sanitizing, and deodorizing surfaces and high-touch areas. We offer products and solutions that are marketed for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries. Our products are used in many types of environments including retail establishments, distribution centers, factories, warehouses, restaurants, schools and universities, airports, healthcare, food service, and commercial buildings such as offices, malls, and stores. Our mission is to become a leader in creating safe, clean spaces that are free from any chemical residue or skin irritants. We are currently expanding our distributor network, improving our production processes, and proving the effectiveness of our products in restaurants, airports, and hotels. On September 5, 2025, we adopted a digital asset treasury strategy focused on Dogecoin. Pursuant to an asset management agreement that we entered into with Dogecoin Ventures, Inc., or the Asset Manager, and 21Shares US LLC, or 21Shares, on September 5, 2025, or the Asset Management Agreement, we established a multiyear advisory and asset-management program with the Asset Manager (which is a wholly-owned subsidiary of House of Doge Inc., the commercial arm of the Dogecoin Foundation) and 21Shares to manage our treasury assets, which include available cash or digital assets placed in our account to be utilized for such purpose, or the Treasury Account, as well as all investments thereof, proceeds of, income on and additions or accretions to the same, including all assets which are or were in the Treasury Account, but which are deployed in decentralized finance or similar blockchain transactions from time to time in accordance with the investment strategy described in the Asset Management Agreement (which we refer to as the Treasury Assets). As of February 27, 2026, all asset management agreements have been terminated but the Company maintains a portfolio of Dogecoin. See Note 11 for more information. Principal Factors Affecting the Financial Performance of our Cleaning Solutions Business The operating results for our cleaning solutions business are primarily affected by the following factors: ● our ability to acquire new customers or retain existing customers; ● our ability to stay ahead of our value-proposition to end consumers; ● our ability to continue innovating our technology to meet consumer demand; ● industry demand and competition; and ● market conditions and our market position. 26 Principal Factors Affecting the Financial Performance of our Cryptocurrency Treasury Operations The operating results for our Treasury operations are primarily affected by the following factors: ● the market value of Dogecoin tokens; ● the trading volume of Dogecoin tokens; and ● investor understanding and willingness to purchase and use Dogecoin. Segments Due to the establishment of our digital asset treasury strategy on September 5, 2025, we now have two reportable operating segments: (i) the CleanCore segment, which is engaged in the development and production of cleaning products and solutions that are marketed for professional, industrial, or home use; and (ii) the Treasury segment, which executes our digital asset treasury strategy focused on Dogecoin and includes the Treasury Assets. The Treasury segment also includes dedicated resources assigned to execute on our digital asset strategy, unrealized gain or loss on digital assets, and other third-party costs associated with our digital assets holdings, and income tax effects generated from our Dogecoin holdings to better align with their activities and utilization. The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, Tyler Hassen, who was appointed on March 16, 2026, who manages the Company as two discrete segments as well as on a consolidated basis, in conjunction with the Company’s General Manager, who is the former Chief Executive Officer, Clayton Adams. The CODM uses net income (loss) to assess the profitability of the CleanCore Segment by comparing actual to budgeted results on a quarterly basis. In doing so, he focuses on revenue, gross profit, and operating profit (loss) of the CleanCore Segment. The CODM assesses the Treasury Segment using the value of the Dogecoin and number of tokens held. Both segments allocate personnel and budget accordingly to maximize potential profitability. The CODM also uses net income (loss) to understand the impact from income taxes and financing costs for general tax and liquidity planning purposes. Emerging Growth Company We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to: ● have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; ● comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); ● submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and ● disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. 27 We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our 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, (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 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. Results of Operations Comparison of Three Months Ended March 31, 2026 and 2025 The following table sets forth key components 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. Three Months Ended March 31, 2026 2025 Amount % of Revenue Amount % of Revenue Revenue, net $ 543,694 100.00 % $ 557,915 100.00 % Cost of sales 962,953 177.11 % 246,783 44.23 % Gross profit (loss) (419,259 ) (77.11 )% 311,132 55.77 % Operating expenses: General and administrative expense 18,397,855 3,383.86 % 968,264 173.55 % Advertising expense 101,175 18.61 % 19,743 3.54 % Depreciation and amortization expense 61,580 11.33 % 39,928 7.16 % Total operating expenses 18,560,610 3,413.80 % 1,027,935 184.25 % Loss from operations (18,979,869 ) (3,490.91 )% (716,803 ) (128.48 )% Other income (expense) Interest income (expense), net 72,522 13.34 % (92,551 ) 16.59 % Change in fair value of digital assets (18,356,437 ) (3,376.24 )% - - % Foreign exchange loss (1,202 ) 0.22 % - - % Total other income (expense) (18,285,117 ) (3,363.13 )% (92,551 ) 16.59 % Net loss $ (37,264,986 ) (6,854.04 )% (809,354 ) (145.07 )% Revenue . All of our revenue is generated by the CleanCore segment, which generates revenue from sales of our cleaning products. Our revenue decreased by $14,221, or 2.55%, to $543,694 for the three months ended March 31, 2026 from $557,915 for the three months ended March 31, 2025. The decrease is primarily due to lower sales in the US, offset by the addition of the Global entity. Cost of sales . Our cost of sales consists of raw materials, components, labor, demo expenses and warranty reserves. Our cost of sales increased by $716,170, or 290.20%, to $962,953 for the three months ended March 31, 2026 from [$246,783 for the three months ended March 31, 2025. As a percentage of revenue, cost of sales was 177.11% and 44.23% for the three months ended March 31, 2026 and 2026, respectively. The increase is the result of revaluating our inventory reserves to reflect slow-moving and outdated product. Gross profit . As a result of the 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 profit of $311,132 for the three months ended March 31, 2025. As a percentage of revenue, gross profit was (77.11)% and 55.77% for the three months ended March 31, 2026 and 2025, respectively. 28 General and administrative expenses . In the CleanCore segment, our general and administrative expenses consist primarily of personnel expenses, including employee salaries and bonuses plus related payroll taxes, stock based compensation expense, professional advisor fees, bad debts, rent expense, insurance and other expenses incurred in connection with general operations. In the Treasury segment, our general and administrative expenses consist primary of professional advisor fees, stock based compensation expense, insurance expense, and employee salaries and bonuses plus related payroll taxes. Our general and administrative expenses increased by $17,429,591, or 1,800.09%, to $18,397,855 for the three months ended March 31, 2026 from $968,264 for the three months ended March 31, 2025. As a percentage of revenue, our general and administrative expenses were 3,383.86% and 173.55% for the three months ended March 31, 2026 and 2025, respectively. This increase was primarily due to increases of $15,574,661 in professional and consulting fees, $863,085 in payroll and benefits related to an increase in headcount, $530,123 in stock compensation expense, and $438,962 in insurance. On a segmented basis, general and administrative expenses for the CleanCore and Treasury segments for the three months ended March 31, 2026 were $1,770,116 and $16,627,739, respectively. Advertising expenses . 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 $81,432, or 412.46%, to $101,175 for the three months ended March 31, 2026 from $19,743 for the three months ended March 31, 2025. Such an increase was primarily due to the timing and strategy of outbound sales activity. 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. On a segmented basis, advertising expenses for the CleanCore and Treasury segments for the three months ended March 31, 2025 were $68,175 and $33,000, respectively. Depreciation and amortization expense . Depreciation 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 months ended March 31, 2026 from $39,928 for the three months ended March 31, 2025. As a percentage of revenue, depreciation and amortization expense was 11.33% and 7.16% for the three months ended March 31, 2026 and 2025, respectively. The increase in expense is due to amortization expense associated with additional intangibles acquired with the asset acquisition of Sanzonate in April 2025. Total other income (expense) . We had $18,285,117 in total other expense, net, for the three months ended March 31, 2026, as compared to $92,551 for the three months ended March 31, 2025. Other expense, net, for the three months ended March 31, 2026 consisted of a decrease in fair value of digital assets held of $18,356,437, a foreign exchange loss of $1,202, offset by interest income, net, of $72,522, while other expense, net, for the three months ended March 31, 2025 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. Net loss . As a result of the cumulative effect of the factors described above, we had a net loss of $37,264,986 for the three months ended March 31, 2026, as compared to a net loss of $809,354 for the three months ended March 31, 2025, an increase of $36,455,632, or 4,504.28%. Comparison of Nine Months Ended March 31, 2026 and 2025 The following table sets forth key components 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. Nine Months Ended March 31, 2026 2025 Amount % of Revenue Amount % of Revenue Revenue, net $ 2,520,540 100.00 % $ 1,180,083 100.00 % Cost of sales 1,674,052 66.42 % 621,441 52.66 % Gross profit 846,488 33.58 % 558,642 47.34 % Operating expenses: General and administrative expense 48,332,382 1,917.54 % 2,863,998 242.69 % Advertising expense 226,605 8.99 % 72,515 6.14 % Depreciation and amortization expense 199,936 7.93 % 119,678 10.14 % Total operating expenses 48,758,923 1,934.46 % 3,056,191 258.98 % Loss from operations (47,912,435 ) (1,900.88 )% (2,497,549 ) (211.64 )% Other income (expense) Interest expense, net (21,380 ) 0.85 % 172,920 14.65 % Change in fair value of digital assets (107,056,831 ) (4,247.38 )% - - Foreign exchange loss (2,390 ) 0.09 % - - Total other income (expense) (107,080,601 ) (4,248.32 )% 172,920 14.65 % Net loss $ (154,993,036 ) (6,149.20 )% $ (2,670,469 ) (226.30 )% 29 Revenue . Our revenue increased by $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. 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. Cost of sales . Our cost of sales 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 31, 2025. 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. The increase is the result of higher sales, offset by increased inventory reserves. Gross profit . As a result of the 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 nine months ended March 31, 2025. As a percentage of revenue, gross profit was 33.58% and 47.34% for the nine months ended March 31, 2026 and 2025, respectively. General and administrative expenses . Our general and administrative expenses increased by $45,468,384, or 1,587.58%, to 48,332,382 for the nine months ended March 31, 2026 from $2,863,998 for the nine months ended March 31, 2025. As a percentage of revenue, our general and administrative expenses were 1,917.54% and 242.69% for the nine months ended March 31, 2026 and 2025, respectively. This increase was primarily due to increases of $34,237,296 in professional and consulting fees, $8,040,001 in stock compensation expense, $2,108,425 in payroll and benefits related to an increase in headcount, and $1,017,304 in insurance. On a segmented basis, general and administrative expenses for the CleanCore and Treasury segments for the nine months ended March 31, 2026 were $22,898,098 and $25,434,284, respectively. Advertising expenses . Our 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 months ended March 31, 2025. 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 8.99% and 6.14% for the nine months ended March 31, 2026 and 2025, respectively. On a segmented basis, advertising expenses for the CleanCore and Treasury segments for the nine months ended March 31, 2026 were $130,087 and $96,518, respectively. Depreciation and amortization expense . Depreciation 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 months ended March 31, 2026 from $119,678 for the nine months ended March 31, 2025. As a percentage of revenue, depreciation and amortization expense was 7.93% and 10.14% for the nine months ended March 31, 2026 and 2025, respectively. The increase is due to amortization expense associated with additional intangibles acquired with the asset acquisition of Sanzonate in April 2025. Total other income (expense) . We had $107,080,601 in total other expense, net, for the nine months ended March 31, 2026, as compared to $172,920 for the nine months ended March 31, 2025. Other expense, net, for the nine months ended March 31, 2026 consisted of a change in fair value of digital assets held of $107,056,831, interest expense, net, of $21,380, and a foreign exchange loss of $2,390, while other expense, net, for the nine months ended March 31, 2025 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. Net loss . As a result of the cumulative effect of the factors described above, we had a net loss of $154,993,036 for the nine months ended March 31, 2026, as compared to a net loss of $2,670,469 for the nine months ended March 31, 2025, an increase in loss of $152,322,567, or 6,149.20%. 30 Liquidity and Capital Resources Our company has incurred losses and negative cash flows from operations. From October 17, 2022 (the date of the acquisition) through March 31, 2026, we have financed our operations primarily through investor funding. As of March 31, 2026, we had cash and cash equivalents of $17,053,301, a net loss for the nine months ended March 31, 2026 of $154,993,036 and cash used in operating activities of $14,815,558. Despite our recent offerings described below, management believes that currently available resources will not be sufficient to fund our planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about our company’s ability to continue as a going concern for 12 months from the date of issuance of the accompanying financial statements. We will be dependent upon the raising of additional capital through equity and/or debt financing in order to implement our business plan and generate sufficient revenue in excess of costs. If we raise additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock. If we raise additional funds by issuing debt, we may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance that we will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on our financial condition. The accompanying financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis under which our company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Summary of Cash Flow The following table provides detailed information about our net cash flow for the nine months ended March 31, 2026 and 2025. Nine months Ended March 31, 2026 2025 Net cash used in operating activities $ (14,815,558 ) (2,234,206 ) Net cash used in investing activities (130,277,992 ) (18,857 ) Net cash provided by financing activities 160,721,570 1,015,273 Effect of exchange rate changes on cash and cash equivalents (35,716 ) - Net increase (decrease) in cash 15,592,304 (1,237,790 ) Cash at beginning of period 1,460,997 2,016,611 Cash at end of period $ 17,053,301 778,821 Net cash used in operating activities was $14,815,558 for the nine months ended March 31, 2026, as compared to $2,234,206 for the nine months ended March 31, 2025. For the nine months ended March 31, 2026, our net loss of $154,993,036 and offset by a change in fair value of digital assets of $107,056,831, non-cash professional fees of $24,786,858 and stock-based compensation of $8,601,443, were the primary drivers of net cash used in operating activities. For 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 of net cash used in operating activities. Net cash used in investing activities was $130,277,992 for the nine months ended March 31, 2026, as compared to $18,857 for the nine months ended March 31, 2025. The net cash used in investing activities for the nine months ended March 31, 2026 consisted of net purchases of digital assets of $148,605,650 and purchases of property 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 nine months ended March 31, 2025 consisted entirely of purchases of property and equipment. Net cash provided by financing activities 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. Net cash provided by financing activities for the nine months ended March 31, 2026 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, funds provided for a note receivable of $1,000,000 and repayments of related party loans of $425,241. Net cash provided by financing activities for the nine months ended March 31, 2025 consisted of proceeds from a related party loan of $332,193, an advance on subscription of $1,000,000, offset by payments of notes payable of $316,920. 31 On August 29, 2025, we entered into an amended and restated sales agreement, or the Sales Agreement, with Maxim Group LLC and Curvature Securities LLC, or the Sales Agents, pursuant to which we may, from time to time, in transactions that are deemed to be “at the 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 common stock. During the nine months ended March 31, 2026, 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. On 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. Debt Please see Notes 14 and 15 to our unaudited condensed consolidated financial statements above for a description of the terms of our outstanding debt. Contractual Obligations Pursuant to the terms of the Asset Management Agreement, we agreed to pay the Asset Manager and 21Shares a monthly fee in arrears computed at an annual rate as follows: (i) 2% in the 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 to 21Shares; (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, with 1.5% paid to the Asset Manager and 0.25% paid to 21Shares; and (iii) 1.5% in the aggregate 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. Such payments 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. These agreements were terminated on February 27, 2026. On 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. This agreement was terminated on February 27, 2026. Our other principal commitments consist mostly of obligations under the loans described in Notes 14 and 15 to our unaudited condensed consolidated financial statements above. We also have a non-cancellable operating lease commitment for our office facility expiring in 2028 as described in Note 19 to the unaudited condensed consolidated financial statements above. Other than the foregoing, at March 31, 2026, 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. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Critical Accounting Policies and Estimates The preparation of our unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, 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 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 March 30, 2026. 32 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable.