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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

24. SUBSEQUENT EVENTS

 

On January 30, 2026, the Company filed a certificate of conversion with the Secretary of State of Delaware, and on February 2, 2026, filed a certificate of conversion and certificate of formation (the “Texas Charter”) with the Secretary of State of Texas, completing the Company’s redomestication from Delaware to Texas (the “Redomestication”). On February 5, 2026, the Company adopted amended and restated bylaws under Texas law. In connection with the Redomestication, the Company’s authorized shares of common stock were increased from 500,000,000 to 10,000,000,000 shares, par value $0.001 per share. Each outstanding share of Delaware common stock automatically converted into one share of Texas common stock on a one-for-one basis with no action required by stockholders. The Company’s equity incentive plans, outstanding awards, and obligations were assumed by the Texas corporation without adjustment. The Redomestication did not affect the Company’s business, operations, assets, liabilities, management, or material contracts.

 

ATM Issuances – Cantor Fitzgerald & Co.

 

Subsequent to December 31, 2025, and through March 24, 2026, the Company issued an aggregate of 167,798,870 shares of common stock to Cantor Fitzgerald & Co. pursuant to the Company’s At-The-Market Issuance Sales Agreement. These shares were issued across multiple settlement dates as follows:

 

January 2026: 8,668,400 shares issued across 20 settlement dates (January 2 through January 30, 2026).

February 2026: 1,456,032 shares issued across 15 settlement dates (February 2 through February 26, 2026).

March 2026: 150,856,631 shares issued across 12 settlement dates (March 3 through March 31, 2026).

April 2026: 6,817,807 shares issued across 6 settlement dates (April 1 through April 14, 2026).

 

Aggregate proceeds from the ATM issuances described above were approximately $172,339,562. The shares were issued pursuant to the Company’s effective shelf registration statement.

 

Equity Award and Compensation Issuances

 

On January 5, 2026, the Company issued 100,000 shares of common stock to Douglas Ormond as compensation.

 

On March 11, 2026, the Company issued 1,390,657 shares of common stock to certain directors, officers and employees of the Company.

 

On March 25, 2026, the Company issued 856,165 shares of common stock to Daniel Ives related to his separation from the board of directors.

 

On March 12, 2026, the Company’s Board authorized an increase of 15,000,000 additional shares of common stock available for issuance under the 2022 Long-Term Incentive Plan, and granted stock options to purchase an aggregate of 6,500,000 shares of common stock at a price of $1.01 per share, to certain directors, officers, employees, and consultants as equity compensation awards.

 

OpenAI Investment

 

On March 6, 2026, the Company, through an indirect wholly owned subsidiary, made an initial strategic investment of $50,000,000 to acquire indirect beneficial interests in OpenAI preferred stock. On March 20, 2026, the Company made an additional investment of $40,000,000, bringing its total commitment to $90,000,000 in OpenAI, one of the world’s leading artificial intelligence companies. OpenAI now represents approximately 30% of the Company’s total treasury position.

 

Beast Industries Investment

 

On March 12, 2026, the Company closed a $25,000,000 strategic investment in Beast Industries, the business platform of content creator MrBeast. Approximately $18,000,000 of the Company’s investment was funded at closing and approximately $7,000,000 is in the form of a future capital commitment. The Company views this investment as consistent with its strategy of deploying capital into next-generation consumer and digital platforms.

 

Institutional Funding Commitments

 

On March 12, 2026, the Company announced $125,000,000 in new institutional funding commitments to support its expansion into artificial intelligence, blockchain infrastructure, and digital consumer platforms. The commitments were led by $75,000,000 from Bitmine Immersion Technologies, Inc. (NYSE: BMNR), with $25,000,000 each from ARK Invest and Payward, the parent company of Kraken.

 

Board Changes

 

Subsequent to December 31, 2025, Daniel Ives stepped down as Chairman of the Board. Thomas Lee, Chairman of Bitmine Immersion Technologies, joined the Company’s Board of Directors. Brett Winton, Chief Futurist at ARK Invest, joined as an advisor to the Board.

 

In aggregate, the Company issued 170,145,692 shares of common stock subsequent to December 31, 2025 through April 14, 2026.