Income Taxes

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company had no income tax benefit or expense during the period from September 12, 2025 to December 31, 2025, the period from July 1, 2025 to September 11, 2025, the three months ended December 31, 2024, the period from January 1, 2025 to September 11, 2025, and the year ended December 31, 2024, which was driven by net taxable losses generated. The Company had no net deferred tax asset as of December 31, 2025 and December 31, 2024 due to the establishment of a full valuation allowance. The entire loss from continuing operations before income taxes is attributable to the United States and no cash income taxes were paid during the aforementioned periods.

The benefit from or provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to the Company's loss before income taxes as follows (amounts in thousands, other than percentages):

	Successor				Predecessor
	Period from September 12, 2025 to December 31, 2025				Period from January 1, 2025 to September 11, 2025				Year Ended December 31, 2024
	Amount		Percent		Amount		Percent		Amount		Percent
U.S. federal statutory income tax rate	$	(82,656)	21.0	%	$	(5,668)	21.0	%	$	(4,532)	21.0	%
Nontaxable and nondeductible items:
Non-deductible goodwill impairment	29,408		(7.5)	%	—		—	%	—		—	%
Non-deductible transaction expenses	1,694		(0.4)	%	3,301		(12.2)	%	—		—	%
Non-deductible officers compensation	10,559		(2.7)	%	—		—	%	—		—	%
Other nondeductible items:
Other permanent differences	3,121		(0.8)	%	—		—	%	21		(0.1)	%
Other reconciling items:
Share-based compensation	(12,939)		3.3	%	—		—	%	—		—	%
Change in valuation allowance	50,813		(12.9)	%	2,367		(8.8)	%	4,511		(20.9)	%
Effective income tax rate	$	—	—	%	$	—	—	%	$	—	—	%

The Company is subject to U.S. federal, state and local tax examinations by tax authorities for the periods from December 31, 2022 through December 31, 2024. To the extent necessary, the Company recognizes interest and penalties related to income tax matters as a component of income tax expense. There were no material uncertain tax positions as of December 31, 2025 or December 31, 2024. For all periods presented, the Company has not recognized any interest or penalties related to uncertain tax positions.

The components of deferred income tax assets and deferred tax liabilities as of December 31, 2025 and December 31, 2024 are shown below (in thousands):

	December 31, 2025		December 31, 2024
	(Successor)		(Predecessor)
Deferred tax assets:
Net operating loss carryforwards	$	26,748	$	11,723
Other accruals	—		72
Lease liabilities	1,019		375
Digital assets	46,443		—
Capitalized start-up costs	158		35
Share-based compensation expense	1,434		—
Charitable contribution carryforward	46		35
Other	—		98
Gross deferred tax assets	$	75,848	12,338
Less: valuation allowances	(74,719)		(11,828)
Deferred tax assets, net	$	1,129	$	510
Deferred tax liabilities:
Right of use assets	(992)		(375)
Property and equipment	(137)		(126)
Intangible assets	—		(9)
Gross deferred tax liabilities	$	(1,129)	$	(510)
Net deferred tax asset	$	—	$	—

As of December 31, 2025 and December 31, 2024, the Company had available net operating loss carryforwards of $204.5 million and $87.5 million, respectively. As of December 31, 2025 and December 31, 2024, $110.4 million and $48.5 million, respectively, of the carryforwards have an indefinite life, while $94.1 million and $39.1 million, respectively, begin to expire in 2044. At both December 31, 2025 and December 31, 2024, the Company had a full valuation allowance against its loss carryforwards based on the conclusion it is not more likely than not that some or all of its deferred tax assets will be realized based on the Company's history of taxable losses and uncertainty as to future income generation.

Internal Revenue Code ("IRC") Section 382 addresses company ownership changes and specifically limits the utilization of certain deduction and tax attributes on an annual basis. As a result of the Asset Entities Merger and the Semler Scientific Merger, the Company's tax attributes, including net operating losses, may be subject to IRC Section 382 limitations.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA"), which includes a broad range of tax reform provisions, was signed into law in the United States. The OBBBA did not have a material impact on our annual effective tax rate during the year ended December 31, 2025 and we do not expect it to have a material impact on our effective tax rate during the year ended December 31, 2026.