CleanCore Solutions, Inc.

Previous wording

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).

Current wording

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.

Previous wording

Our chief operating decision maker, or CODM, is our Chief Executive Officer, who manages our company as two discrete segments as well as on a consolidated basis. 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, in conjunction with our Chief Investment Officer, 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.

Current wording

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.

Previous wording

Revenue. All of our revenue is generated by the CleanCore segment, which generates revenue from sales of our cleaning products. Our revenue increased by $811,582, or 315.46%, to $1,068,851 for the three months ended December 31, 2025 from $257,269 for the three months ended December 31, 2024. The increase is primarily due to sales from a new customer, which generated revenue of $508,992 in the three months ended December 31, 2025.

Current wording

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.

Previous wording

Cost of sales. Our cost of sales consists of raw materials, components, labor, demo expenses and warranty reserves. Our cost of sales 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 31, 2024. As a percentage of revenue, cost of sales was 31.95% and 75.90% for the three months ended December 31, 2025 and 2024, respectively. The decrease is the result of better efficiencies driven by scale, cost optimization, and technological improvements.

Current wording

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.

Previous wording

Gross profit. As a result of the foregoing, our gross profit increased by $1,016,083, or 410.52%, to $1,263,594 for the six months ended December 31, 2025 from $247,511 for the six months ended December 31, 2024. As a percentage of revenue, gross profit was 64.02% and 39.78% for the six months ended December 31, 2025 and 2024, respectively.

Current wording

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.

Previous wording

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 $20,417,153, or 2,240.75%, to $21,328,326 for the three months ended December 31, 2025 from $911,173 for the three months ended December 31, 2024. As a percentage of revenue, our general and administrative expenses were 1,995.44% and 354.17% for the three months ended December 31, 2025 and 2024, respectively. This increase was primarily due to increases of $12,836,619 in professional and consulting fees, $6,524,502 in stock compensation expense, $560,341 in payroll and benefits related to an increase in headcount, and $439,276 in insurance. On a segmented basis, general and administrative expenses for the CleanCore and Treasury segments for the three months ended December 31, 2025 were $17,942,659 and $3,385,667, respectively.

Current wording

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 $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 31, 2025. As a percentage of revenue, our general and administrative expenses were 2,135.20% and 173.55% for the three months ended March 31, 2026 and 2025, respectively. This increase was primarily due to increases of $8,785,753 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 $10,389,075, respectively.

Previous wording

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 decreased by $21,004, or 28.04%, to $53,901 for the three months ended December 31, 2025 from $74,905 for the three months ended December 31, 2024. Such a decrease was primarily due to the timing and strategy of outbound sales activity. As a percentage of revenue, our advertising expenses were 5.04% and 29.12% for the three months ended December 31, 2025 and 2024, respectively. On a segmented basis, advertising expenses for the CleanCore and Treasury segments for the three months ended December 31, 2025 were $20,883 and $33,018, respectively.

Current wording

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.

Previous wording

Depreciation and amortization expense.* *Depreciation and amortization expense, all of which is generated by the CleanCore segment, 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 31, 2024. As a percentage of revenue, depreciation and amortization expense was 5.90% and 15.52% for the three months ended December 31, 2025 and 2024, respectively. The increase in expense is due to amortization expense associated with additional intangibles acquired with the asset acquisition of Sanzonate in April 2025.

Current wording

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.

Previous wording

Total other income (expense). We had $83,642,464 in total other expense, net, for the three months ended December 31, 2025, as compared to $41,035 for the three months ended December 31, 2024. Other expense, net, for the three months ended December 31, 2025 consisted of a change in fair value of digital assets of $83,703,185 and a foreign exchange loss of $2,015, offset by interest income, net, of $62,736, while other expense, net, for the three months ended December 31, 2024 consisted entirely of interest expense. The increase in change in fair value of digital assets is driven by the adoption of our digital asset treasury strategy and a decrease in the fair value of Dogecoin.

Current wording

Total other income (expense). We had $18,612,814 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 $18,684,134, 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.

Previous wording

Net loss.* *As a result of the cumulative effect of the factors described above, we had a net loss of $104,360,352 for the three months ended December 31, 2025, as compared to $1,005,030 for the three months ended December 31, 2024, an increase of $103,355,322, or 10,283.80%.

Current wording

Net loss.* *As a result 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 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%.

Previous wording

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

Current wording

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.

Previous wording

Revenue. Our revenue increased by $1,351,440, or 217.21%, to $1,973,608 for the six months ended December 31, 2025 from $257,269 for the six months ended December 31, 2024. The increase is primarily due to sales from a new customer, which generated revenue of $863,334 in the six months ended December 31, 2025.

Current wording

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.

Previous wording

Cost of sales. Our cost of sales increased by $335,357, or 89.51%, to $710,014 for the six months ended December 31, 2025 from $195,258 for the six months ended December 31, 2024. As a percentage of revenue, cost of sales was 35.98% and 60.22% for the six months ended December 31, 2025 and 2024, respectively. The decrease is the result of better efficiencies driven by scale, cost optimization, and technological improvements.

Current wording

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.

Previous wording

Gross profit. As a result of the foregoing, our gross profit increased by $665,389, or 1,073.02%, to $727,400 for the three months ended December 31, 2025 from $62,011 for the three months ended December 31, 2024. As a percentage of revenue, gross profit was 68.05% and 24.10% for the three months ended December 31, 2025 and 2024, respectively.

Current wording

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.

Previous wording

General and administrative expenses.* *Our general and administrative expenses increased by $28,107,474, or 1,538.12%, to $29,934,861 for the six months ended December 31, 2025 from $911,173 for the six months ended December 31, 2024. As a percentage of revenue, our general and administrative expenses were 1,516.76% and 293.71% for the six months ended December 31, 2025 and 2024, respectively. This increase was primarily due to increases of $18,662,635 in professional and consulting fees, 7,509,878 in stock compensation expense, $1,245,340 in payroll and benefits related to an increase in headcount, and $578,342 in insurance. On a segmented basis, general and administrative expenses for the CleanCore and Treasury segments for the six months ended December 31, 2025 were $21,678,560 and $8,256,301, respectively.

Current wording

General and administrative expenses.* *Our 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 $2,863,998 for the nine months ended March 31, 2025. As a percentage of revenue, our general and administrative expenses were 1,648.20% and 242.69% for the nine months ended March 31, 2026 and 2025, respectively. This increase was primarily due to increases of $27,448,388 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 $18,645,376, respectively.

Previous wording

Advertising expenses.* *Our advertising expenses increased by $4,316, or 3.56%, to $125,430 for the six months ended December 31, 2025 from $74,905 for the six months ended December 31, 2024. Such an increase was primarily due to increased expenses related to crypto marketing, offset by lower marketing expenses for the CleanCore segment. As a percentage of revenue, our advertising expenses were 6.36% and 19.47% for the six months ended December 31, 2025 and 2024, respectively. On a segmented basis, advertising expenses for the CleanCore and Treasury segments for the six months ended December 31, 2025 were $61,912 and $63,518, respectively.

Current wording

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.

Previous wording

Depreciation and amortization expense.* *Depreciation and amortization expense, all of which is generated by the CleanCore segment, increased by $56,839, or 71.27%, to $136,589 for the six months ended December 31, 2025 from $39,928 for the six months ended December 31, 2024. As a percentage of revenue, depreciation and amortization expense was 6.92% and 12.82% for the six months ended December 31, 2025 and 2024, respectively. The increase is due to amortization expense associated with additional intangibles acquired with the asset acquisition of Sanzonate in April 2025.

Current wording

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.

Previous wording

Total other income (expense). We had $88,794,765 in total other expense, net, for the six months ended December 31, 2025, as compared to $41,035 for the six months ended December 31, 2024. Other expense, net, for the six months ended December 31, 2025 consisted of a change in fair value of digital assets of $88,699,929, interest expense, net, of $91,594, and a foreign exchange loss of $3,242, while other expense, net, for the six months ended December 31, 2024 consisted entirely of interest expense. The increase in change in fair value of digital assets is driven by the adoption of our digital asset treasury strategy and a decrease in the fair value of Dogecoin.

Current wording

Total other income (expense). We 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 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 $107,384,528, 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.

Previous wording

Net loss.* *As a result of the cumulative effect of the factors described above, we had a net loss of $117,728,051 for the six months ended December 31, 2025, as compared to $1,861,109 for the six months ended December 31, 2024, an increase of $115,866,942, or 6,225.69%.

Current wording

Net loss.* *As a result 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 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%.

Previous wording

Our company has incurred losses and negative cash flows from operations. From October 17, 2022 (the date of the acquisition) through December 31, 2025, we have financed our operations primarily through investor funding. As of December 31, 2025, we had cash and cash equivalents of $7,403,390, a net loss for the six months ended December 31, 2025 of $117,728,051 and cash used in operating activities of $7,167,396.

Current wording

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 $148,531,825 and cash used in operating activities of $14,815,558.

Previous wording

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

Current wording

The following table provides detailed information about our net cash flow for the nine months ended March 31, 2026 and 2025.

Previous wording

Net cash used in operating activities was $7,187,396 for the six months ended December 31, 2025, as compared to $1,662,330 for the six months ended December 31, 2024. For the six months ended December 31, 2025, our net loss of $117,728,052 and offset by a change in fair value of digital assets of $88,699,929, non-cash professional fees of $14,932,750 and stock-based compensation of $7,841,355, were the primary drivers of net cash used in operating activities. For the six months ended December 31, 2024, our net loss of $1,861,109, offset by stock-based compensation of $331,802, were the primary drivers of net cash used in operating activities.

Current wording

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 $148,531,825 and offset by a change in fair value of digital assets of $107,384,528, non-cash professional fees of $17,997,950 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.

Previous wording

Net cash used in investing activities was $148,622,724 for the six months ended December 31, 2025, as compared to $9,065 for the six months ended December 31, 2024. The net cash used in investing activities for the six months ended December 31, 2025 consisted of purchases of digital assets of $148,605,650 and purchases of property and equipment of $17,074, while the net cash used in investing activities for the six months ended December 31, 2024 consisted entirely of purchases of property and equipment.

Current wording

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.

Previous wording

Net cash provided by financing activities was $161,721,570 for the six months ended December 31, 2025, as compared to $215,273 for the six months ended December 31, 2024. Net cash provided by financing activities for the six months ended December 31, 2025 consisted of proceeds from the private placement described below of $137,907,255, proceeds from the Sales Agreement described below of $25,608,235 and proceeds from the exercise of warrants of $370,288, offset by repayments of notes payable of $660,000, payments for deferred offering costs of $1,078,967 and repayments of related party loans of $425,241. Net cash provided by financing activities for the six months ended December 31, 2024 consisted of proceeds from an advance on subscription of $300,000 and proceeds from the issuance of related party notes of $232,193, offset by payments of notes payable of $316,920.

Current wording

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.

Previous wording

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 six months ended December 31, 2025, we issued an aggregate of 8,579,273 shares of common stock under the Sales Agreement for gross proceeds of $26,399,778 and net proceeds of approximately $25,608,235.

Current wording

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.

Previous wording

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

Current wording

Please see Notes 14 and 15 to our unaudited condensed consolidated financial statements above for a description of the terms of our outstanding debt.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

Our other principal commitments consist mostly of obligations under the loans described in Notes 10 and 11 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 14 to the unaudited condensed consolidated financial statements above.

Current wording

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.