LONG-TERM DEBT

9 Months Ended

Sep. 30, 2025

NOTE 9 – LONG-TERM DEBT

Convertible Notes

On May 29, 2025, we entered into an Indenture, providing $1,000,000.0 in 0.00% convertible senior secured notes due on May 29, 2028 (the “Notes”), unless earlier repurchased or converted. The Notes carry a 4.00% original issuance discount. Each Note holder has the right at its option, to require us to repurchase its Notes for cash on November 30, 2026, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, subject to the terms and conditions in the Indenture.

Each holder of the Notes may at their option convert such holder’s Notes into shares of our common stock at a conversion rate of 28.8 shares per $1.0 of Notes. We retain the right to force conversion if, at any time after November 29, 2025, the last reported sale price of our common stock exceeds 130% of the conversion rate for any 20 consecutive trading days during a 30-day trading period. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Within 45 days of closing, we were required to have a Loan-to-Collateral Ratio of less than or equal to 1.0 to 1.0, with the Loan-to-Collateral Ratio calculated as the aggregate outstanding principal balance of all Notes divided by the sum of (i) the aggregate market value of bitcoin collateral multiplied by 0.5263157895, plus (ii) the aggregate value of all of cash and cash equivalents collateral. Required collateral of $1,000,000.0 was delivered to the Collateral Agent within 45 days of closing. We have utilized this cash delivered to the Collateral Agent to purchase bitcoin and bitcoin related assets to serve as collateral in order to meet our Loan-to-Collateral Ratio. As of September 30, 2025, we have $26,838.8 of restricted cash, $455,000.0 of trading securities, and $487,311.5 of bitcoin serving as collateral.

Portions of the collateral will be released when the outstanding aggregate principal balance of all Notes is at $500,000.0 or less, and an additional portion will be released when the outstanding aggregate principal of all Notes is $250,000.0 or less. Collateral will be automatically released upon payment in full of the principal, together with accrued and unpaid interest on the Notes. We are also subject to other customary covenants under the terms of the Indenture.

For the three and nine months ended September 30, 2025, we accreted $11,344.8 and $15,259.5, respectively, of interest expense on the Notes. The effective interest rate of the Notes is 4.80% per annum. The estimated fair value of the Notes as of September 30, 2025 was $1,013,040.6, and is based on unobservable inputs in which there is little or no market data and therefore is classified as a Level 3 fair value measurement.

Term Loan

We assumed a loan from our business combination with WorldConnect Technologies, LLC. As of September 30, 2025, and December 31, 2024, the term loan had a carrying amount of $5,123.6 and $9,616.7, respectively, with $4,689.4 and $4,780.5 of the term loan due within 12 months of September 30, 2025 and December 31, 2024, respectively. For the three months ended September 30, 2025 and 2024, we accreted interest expense of $97.6 and $120.2, respectively, and for the nine months ended September 30, 2025 and 2024, accreted interest expense of $506.8 and $120.2, respectively, related to the term loan.

The term loan carries an effective interest rate of 7.72% per annum and requires future payments of $5,000.0 in August 2026 and $500.0 in August 2027.

Future minimum payments of the long-term debt as of September 30, 2025 is as follows:

Year Ending December 31:
2025 (remainder of)	$	-
2026		1,005,000.0
2027		500.0
Total future minimum payments		1,005,500.0
Less: unamortized original issue discount and debt issuance costs		(54,730.9	)
		950,769.1
Less: current		(4,689.4	)
	$	946,079.7