BitAccess maintained a stock option plan for its employees under the Amended and Restated Stock Option Plan, (the “BitAccess Plan”). Pursuant to BitAccess Plan agreement, awards of stock options and restricted stock units (“BitAccess RSUs”) are permitted to be made to employees and shareholders of BitAccess. As of September 30, 2023, all awards under the BitAccess Plan had been issued.

The options under the BitAccess Plan generally vest over a two-year period following the one-year anniversary of the date of grant and expire not more than 10 years from the date of grant.

A summary of the BitAccess Plan’s stock option activity and related information is as follows:


	Amount or number of Options			Weighted-average exercise price			Weighted-average remaining contractual term		Weighted-average grant-date fair value
Outstanding at January 1, 2023		106,938		$	0.59			8.73	$	4.26
Granted		39,600		$	2.86			9.76	$	3.05
Exercised		(68,058	)	$	-			—	$	4.44
Forfeited		(33,600	)	$	(2.86	)		—	$	(1.11	)
Outstanding at September 30, 2023		44,880		$	2.86			8.93	$	3.09
Vested at September 30, 2023		11,038		$	2.86			—	$	3.10


	Amount or number of Options		Weighted-average exercise price		Weighted-average remaining contractual term		Weighted-average grant-date fair value
Outstanding at January 1, 2022		308,253	$	-		9.55	$	4.44


Granted	84,380		$	2.86		9.34	$	3.10
Exercised	(240,195	)	$	-		—	$	4.44
Forfeited	(45,500	)	$	(2.86	)	—	$	(3.10	)
Outstanding at December 31, 2022	106,938		$	0.59		8.73	$	4.26
Vested at December 31, 2022	1,719		$	2.86		—	$	3.02

The BitAccess RSUs under the BitAccess Plan generally vest over a two-year period beginning following the one-year anniversary of the date of grant and expire not more than 10 years from the date of grant. A summary of the BitAccess Plan’s BitAccess RSU award activity is as follows:

The Company recognized compensation expense of $0.5 million and $0.9 million during the nine months ended September 30, 2023 and 2022, respectively, related to the BitAccess Plan. The Company recognized compensation expense of $0.2 million and $0.3 million during the three months ended September 30, 2023 and 2022, respectively. These amounts are included in selling, general and administrative expenses in the consolidated Statements of Income (Loss) and Comprehensive Income (Loss). As of September 30, 2023, there was $0.3 million of unrecognized compensation expense related to BitAccess Plan’s unvested share options and non-vested restricted shares.

The Company had a Phantom Equity Participation Plan dated July 25, 2021 (the “Phantom Plan”) for certain employees. The Phantom Plan awards eligible participants performance units entitling the holder to receive cash payments contingent upon certain qualifying events. The performance units vest according to the terms approved in the Phantom Plan, contingent upon the employee remaining continuously in service with the Company through the date of the qualifying event. Following the Merger, the Company recorded a liability of $0.4 million as of June 30, 2023, and terminated the Phantom Plan. During the three months ended September 30, 2023, the Company issued 35,000 RSUs to settle the Phantom Equity Participation Plan and the related obligation at the closing of the Merger. See 2023 Omnibus Incentive Plan for additional details regarding the issuance.

Pursuant to the Incentive Plan under which the Board is currently authorized to grant awards of incentive stock options, non-statutory stock options, RSUs and restricted stock in an aggregate amount up to 6,029,445 shares of Class A common stock to eligible recipients, as defined in the Incentive Plan. As of September 30, 2023, 500,000 shares of Class A common stock were issued to the Chief Executive Officer of the Company pursuant to the Incentive Plan. These shares when issued had a fair value price of $3.23 per share.

The Company recognized stock-based compensation expense of $0.8 million and $2.4 million, for the three months and nine months ended September 30, 2023, respectively, which is included within selling, general and administrative expenses in the consolidated Statement of Income (Loss) and Comprehensive Income (Loss).

During the three months ended September 30, 2023, the Company granted approximately 1,412,770 time-based RSUs.

Approximately 762,151 units vest quarterly over three years, with the first year as a cliff vesting. Approximately 762,151 of the time-based RSUs vest one-third on the first anniversary of the grant date and in equal quarterly installments over the next two years. Approximately 200,000 of the time-based RSUs vest in equal quarterly installments over three years. Approximately 35,000 of the

time-based RSUs were issued to settle the Company’s obligations under the Phantom Plan in connection with the Merger, and these RSUs vest in equal quarterly installments over one year. In accordance with the Special Closing Bonus, the Company granted 241,000 time-based RSUs and 175,000 time-based RSUs to the Company’s non-employee directors, and these RSUs vest on the first anniversary of the grant date.

For these time-based RSUs, the Company recognized stock-based compensation in the Statement of Stockholders Equity and Member's Equity as Additional Paid-In Capital and stock-based compensation expense on the Statement of Income during the three months ended September 30, 2023 of $0.5 million. The Company had unrecognized compensation expense associated with time-based RSUs of $2.7 million as of September 30, 2023.

During the three months ended September 30, 2023, the Company granted approximately 440,560 performance-based RSUs. Based on the Adjusted EBITDA Target for 2023, the Company estimated the number of performance-based RSUs to be granted in April 2024 at 100% based on the probability of achieving the performance target. The actual number of performance-based RSUs that vest will be determined once the Company achieves certain targets of Adjusted EBITDA for each fiscal year. Once the number of RSUs are determined, the RSUs will vest over a period of one or three years. Once the Adjusted EBTIDA is determined following the end of each fiscal year, the specified number of performance-based RSUs will begin vesting and be settled in respect of the completed fiscal year.

For these performance-based RSUs, the Company recognized stock compensation in the Statement of Stockholders Equity and Member' Equity as Additional-Paid-In Capital and Stock Compensation expense on the Statement of Income during the three months ended September 30, 2023 of $0.3 million. The Company had unrecognized compensation expense associated with performance-based RSUs of $0.7 million as of September 30, 2023.


	Amount or number of PSUs		Amount or number of RSUs		Weighted-average grant date fair value
Outstanding at January 1, 2023		—		—	$	-
Granted		440,560		1,412,770	$	2.24
Outstanding at September 30, 2023		440,560		1,412,770	$	2.24
Vested at September 30, 2023		—		—	$	-