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Subsequent Events | 3 Months Ended
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Mar. 31, 2026
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events SAFE Note Conversion On April 9, 2026, following the acquisition of a SAFE note issuer, the Company's aggregate outstanding SAFE note principal balance of $0.5 million was converted into $0.5 million in cash, less agent fees, and the right to receive shares of an unrelated third-party valued at $0.3 million. W3C Purchase Agreement On April 13, 2026, the Company filed a complaint in the Delaware Court of Chancery against W3C and its CEO Garth Howat to comply with their obligations under the Purchase Agreement and to close the Company's acquisition of W3C (the "W3C Delaware Litigation"). In connection with the W3C Delaware Litigation, the Company also declared the loans previously provided to W3C to be payable on demand and exercised its rights under the related loan security. On April 30, 2026, the Company acquired the outstanding shares of Monavate and Baanx from court-appointed receivers in the United Kingdom for an aggregate purchase price of approximately $76.3 million, representing amounts of principal and interest outstanding under the Facilities. The purchase price was satisfied through the discharge of outstanding indebtedness to the Company. On May 1, 2026, the Company entered into a Stock and Asset Purchase Agreement with Baanx US Corp., W3C and Garth Howat (the "Stock and Asset Purchase Agreement"), pursuant to which the Company acquired all of the issued and outstanding equity interests of Baanx US Corp. and certain assets of Mr. Howat. The aggregate purchase price for this transaction is $30.0 million, payable in installments over a four-year period, consisting of $5.0 million payable upon the transfer of specified assets, $5.0 million payable on the first anniversary of closing, $10.0 million payable on the third anniversary of closing and $10.0 million payable on the fourth anniversary of closing. The Company will have the option, with the prior written approval of W3C and Mr. Howat, to pay all or any portion of the second and third installment payments in the form of shares of Class A Common Stock of the Company. The Company expects these acquisitions to expand its capabilities in on-chain payments, including wallet and payment card functionality, and to enhance its ability to support enterprise clients and geographic expansion. In connection with the foregoing, the parties agreed that, upon the transfer of the specified assets, that (i) the Purchase Agreement will be terminated, (ii) the Company will forgive, cancel and discharge a $10.0 million secured promissory note previously made available to Mr. Howat in connection with the Purchase Agreement, and (iii) the W3C Delaware Litigation will be dismissed with prejudice and the parties will enter into mutual releases. Furthermore, the forgiveness of the secured promissory note previously made available to Mr. Howat in connection with the Purchase Agreement, is intended to constitute part of the purchase consideration associated with the Stock and Asset Purchase Agreement. The acquisition of the Monavate and Baanx entities will be accounted for as a business combination under ASC 805, Business Combinations ("ASC 805"). Due to the proximity of the acquisition date to the issuance of these accompanying condensed consolidated financial statements, the Company is evaluating the accounting treatment of these transactions, including the determination of the acquirer and the allocation of the purchase price to the assets acquired and liabilities assumed. Accordingly, the Company has not disclosed the purchase price allocation or supplemental unaudited pro forma financial information. As the acquisitions occurred after March 31, 2026, the financial effects of these transactions have not been reflected in the accompanying condensed consolidated financial statements.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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