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DIGITAL ASSET HOLDINGS | 9 Months Ended
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Sep. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract] |
DIGITAL ASSET HOLDINGS | 3. DIGITAL ASSET HOLDINGS Digital Assets The following table sets forth the units held, cost basis, and fair value of digital assets held, as shown on the condensed consolidated balance sheets as of September 30, 2025: SCHEDULE OF FAIR VALUE OF DIGITAL ASSETS
|  | Units |  |  | Cost Basis |  |  | Fair Value |
Balance, September 30, 2025 |  |  |  |  |  |  |  |  |  |  |  |
TON |  |  | 217,865,237 |  |  | $ | 727,218 |  |  | $ | 587,800 |
USDT |  |  | 441,240 |  |  |  | 441 |  |  |  | 442 |
Total |  |  | 218,306,477 |  |  | $ | 727,659 |  |  | $ | 588,242 |
Cost basis is equal to the cost of the digital assets inclusive of any transaction fees, if any, at the time of purchase or upon receipt. Fair value represents the quoted digital asset prices within the Company’s principal market at the time of measurement (midnight UTC). Of the units of TON presented above 23,027,257 units are unrestricted and 194,837,980 units are subject to restriction. Refer to Note 18 – Subsequent Events for further discussion on the fair value of the units of TON held. As of December 31, 2024, the Company did not hold any digital assets. The following table represents a reconciliation of TON – Unrestricted digital assets held at September 30, 2025: SCHEDULE OF UNRESTRICTED DIGITAL ASSETS
|  | For the three and nine months ended September 30, 2025 |
Fair Value, December 31, 2024 |  | $ | - |
Non-cash contributions from PIPE |  |  | 66,136 |
Non-cash purchase |  |  | 5,816 |
Receipt of TON from staking |  |  | 1,006 |
Miscellaneous deposits |  |  | 6 |
Non-cash transaction fees |  |  | (23 | )
Vesting of locked TON |  |  | 3,041 |
Unrealized loss |  |  | (13,855 | )
Fair Value, September 30, 2025 |  | $ | 62,127 |
Contributions from PIPE and purchases are the result of receipts and subsequent purchases of TON in connection with the PIPE, see Note 1 – Description of Business. The receipts of TON from staking represent the rewards earned from staking activities. Miscellaneous deposits, commonly referred to as “dust,” represent unsolicited transactions received in the Company’s digital wallets during the three and nine months ended September 30, 2025. See Note 2 – Summary of Significant Accounting Policies and Supplemental Disclosures. The vesting of Locked TON represents restricted TON that vested during the period and was reclassified to unrestricted TON. During the three and nine months ended September 30, 2025, the Company recognized cumulative realized gains of $0, and cumulative realized losses of $0 upon the payment TON for gas fees and transaction costs. The following table represents a reconciliation of TON – Restricted digital assets held at September 30, 2025: SCHEDULE OF RESTRICTED DIGITAL ASSETS
|  | For the three and nine months ended September 30, 2025 |
Fair Value, December 31, 2024 |  | $ | - |
Non-cash contributions from PIPE |  |  | 59,568 |
Non-cash purchase |  |  | 594,708 |
Vesting of locked TON |  |  | (3,041 | )
Unrealized loss |  |  | (125,562 | )
Fair Value, September 30, 2025 |  | $ | 525,673 |
Contributions from PIPE and purchases are the result of receipts and subsequent purchases of TON in connection with the PIPE, see Note 1 – Description of Business. The vesting of Locked TON represents restricted TON that vested during the period and was reclassified to unrestricted TON. During the three and nine months ended September 30, 2025, the Company recognized cumulative realized gains of $0, and cumulative realized losses of $0 upon the payment TON for gas fees and transaction costs. As part of implementing the TON Treasury Strategy, on July 31, 2025, Verb Subsidiary 3, Corp., a wholly owned subsidiary of the Company, entered into a purchase agreement with Telegram to purchase TON for the aggregate purchase price of approximately $272,700 at a purchase price of $1.83 per TON. The Company also entered into another bilateral purchase for a price of approximately $61,936 at a purchase price of $2.15. As a result of these transactions the Company recognized a gain on the purchase of digital assets of $259,955 for the three and nine months ended September 30, 2025. The following table represents a reconciliation of USDT digital assets held at September 30, 2025: SCHEDULE OF USDT DIGITAL ASSETS
|  | For the three and nine months ended September 30, 2025 |
Fair Value, December 31, 2024 |  | $ | - |
Non-cash contributions from PIPE |  |  | 17,475 |
Purchases |  |  | 295,000 |
Non-cash purchase |  |  | 28,943 |
Non-cash transaction fees |  |  | (222 | )
USDT used for purchases of TON |  |  | (340,754 | )
Unrealized gain |  |  | - |
Fair Value, September 30, 2025 |  | $ | 442 |
Contributions from PIPE and purchases are the result of receipts and subsequent purchases of USDT in connection with the PIPE, see Note 1 – Description of Business. The Company used USDT to purchase TON during the three and nine months ended September 30, 2025. During the three and nine months ended September 30, 2025, the Company recognized cumulative realized gains of $0, and cumulative realized losses of $186 upon the sale of USDT for purchases of TON. The following table represents a reconciliation of United States Dollar Coin (“USDC”) digital assets held at September 30, 2025: SCHEDULE OF USDC DIGITAL ASSETS
|  | For the three and nine months ended September 30, 2025 |
Fair Value, December 31, 2024 |  | $ | - |
Non-cash contributions from PIPE |  |  | 28,936 |
USDC used for purchase of USDT |  |  | (28,936 | )
Unrealized gain |  |  | - |
Fair Value, September 30, 2025 |  | $ | - |
During the three and nine months ended September 30, 2025, the Company recognized cumulative realized gains of $7 upon the sale of USDC received through contributions from the PIPE and used to purchase USDT. The Company did not hold any USDC as of September 30, 2025. Restricted Digital Assets The following table sets forth the fair value of unrestricted and restricted TON digital assets held, as shown on the condensed consolidated balance sheets as of September 30, 2025: SCHEDULE OF FAIR VALUE OF UNRESTRICTED AND RESTRICTED TON DIGITAL ASSETS
|  | September 30, 2025 |  |  | December 31, 2024 |
TON – Unrestricted |  | $ | 62,129 |  |  | $ | - |
TON – Restricted |  |  | 525,671 |  |  |  | - |
Total |  | $ | 587,800 |  |  | $ | - |
Through contributions from the PIPE the Company received 18,007,358 units of TON subject to Locked TON vesting restrictions. The Locked TON is a smart contract mechanism on the TON blockchain. The smart contract includes a start time, a total duration, and a cliff period. The TON vests monthly on a 30-day cycle. During the period ended September 30, 2025 the Company made purchases of 177,790,167 units of TON from two different parties subject to legal restrictions enforced through purchase agreements. The total lock-up period is four years for each purchase and commenced on July 31, 2025 and August 4, 2025. The TON is subject to an initial 12-month lock-up with 25% unlocked after the first year and the remaining 75% vesting ratably each month for the remaining 36 months. Refer to Note 2 – Summary of Significant Accounting Policies and Supplemental Disclosures for discussion on fair value considerations of the restrictions. Although the restricted units of TON are not eligible for trading or transfer, the restricted or Locked TON do not carry any restrictions regarding staking and all restricted TON can be staked by the Company to generate staking revenue. During the three and nine months ended September 30, 2025, 959,545 units of restricted TON vested. The table below sets forth the units of TON that will vest during subsequent years: SCHEDULE OF UNITS OF TON VEST
Year ending |  | TON units to vest |
2025 remaining |  |  | 1,543,959 |
2026 |  |  | 65,927,039 |
2027 |  |  | 50,862,965 |
2028 |  |  | 46,774,805 |
2029 |  |  | 29,729,212 |
Total units of TON to vest |  |  | 194,837,980 |

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