NAKANakamoto

In November December 2023, the FASB Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08, “Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets,” which requires certain crypto assets to be measured at fair value in the statement of operations, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. ASU 2023-07 2023-08 also requires disclosure certain interim and annual disclosures for crypto assets within the scope of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. standard. ASU 2023-07 2023-08 is effective for annual periods beginning after December 15, 2023, and 2024, including interim periods within those fiscal years beginning after December 15, 2024. years. The Company adopted ASU 2023-08 on January 1, 2025. The Company did not have any crypto assets as of the adoption of ASU 2023-07 the new standard. As such, the adoption did not have a material impact on the Company’s financial statements.

We are an “emerging growth company,” as defined in company” under the JOBS Act. For as long as we continue to be an emerging growth company, Act and a “smaller reporting company” under SEC rules. As such, we may take advantage of rely on exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, certain disclosure requirements, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, (2) Act, not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, reduced disclosure obligations regarding executive compensation in this prospectus and periodic reports and proxy statements, and (3) disclosures, exemptions from the requirements of holding a nonbinding advisory vote votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find the Common Shares less attractive because we may rely on these exemptions. If some investors find the Common Shares less attractive as As a result, there may the information we provide stockholders will be a less active trading market for different than the Common Shares, and the stock price may be more volatile. information that is available with respect to some other public companies.

Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, We record a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the our net deferred tax asset to an the amount that is more likely than not to be realized. A tax position must meet We are required to consider all available evidence, both positive and negative, and to weigh the evidence when determining whether a minimum probability threshold before a financial statement benefit valuation allowance is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by required and the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. such valuation allowance. Refer to Note 13 – Income Taxes to the consolidated financial statements included in this Annual Report on Form 10-K for further information.