{"url_path":"/sec/slmt/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 Key Information","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1939965/0001213900-26-057974-index.html","accession_number":"0001213900-26-057974","cik":"0001939965","ticker":"SLMT","issuer_name":"Brera Holdings PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1939965/0001213900-26-057974-index.html","primary_entity_key":"0001939965","primary_entity_name":"Brera Holdings PLC"},"word_count":35802,"has_tables":true,"body_markdown":"Item\n3. Key Information\n\n \n\n3.A. [Reserved]\n\n \n\n3.B. Capitalization and Indebtedness\n\n \n\nNot applicable.\n\n \n\n3.C. Reasons for the Offer and Use\nof Proceeds\n\n \n\nNot applicable.\n\n \n\n3.D. Risk Factors\n\n* *\n\n*You should carefully consider the following\nrisk factors and all of the information contained in this Annual Report, including but not limited to, the matters addressed in the section\ntitled “Forward-Looking Statements,” and our financial information before you decide whether to invest in our securities.\nThese disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in\nthe future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation\nas to whether or not such factors have occurred in the past or their likelihood of occurring in the future. One or more of a combination\nof these risks could materially impact our business, financial condition or results of operations. In any such case, the market price\nof our securities could decline, and you may lose all or part of your investment. Additional risks and uncertainties not currently known\nto us or that we currently do not consider to be material may also materially and adversely affect our business, financial condition\nor results of operations.*\n\n** **\n\n**Summary Risk Factors**\n\n** **\n\n**Risks Related to Digital Assets**\n\n ** **\n\n \n●\nA determination that Solana\nor any other digital asset is a “security” may adversely affect the price of Solana and the Company’s financial\ncondition, and result in potentially extraordinary, nonrecurring expenses to, or termination of, the Company.\n\n \n \n \n\n \n●\nThe trading prices of many\ndigital assets, including Solana, have experienced extreme volatility in recent periods and may continue to do so. Recent developments\nin the digital asset economy have led to disruption, a loss of confidence among participants, significant negative publicity, and\nmarket-wide declines in liquidity. Further declines in the trading price of Solana could have a material adverse effect on the Company’s\nfinancial condition, and the Class B Ordinary Shares could lose all or substantially all of their value.\n\n \n \n \n\n \n●\nDigital assets, including\nSolana, represent a new and rapidly evolving industry introduced within the past decade. They are subject to a number of risks related\nto the digital asset ecosystem, and the medium-to-long-term value of the Company’s business depends on the capabilities and\ndevelopment of blockchain technologies, the fundamental investment characteristics of digital assets, and the acceptance of Solana.\n\n \n \n \n\n \n●\nProof-of-stake blockchains\nare a relatively recent innovation and have not been subject to as widespread use or adoption as traditional proof-of-work blockchains.\nAdditionally, digital asset networks face significant scaling challenges and efforts to increase the volume and speed of transactions\nmay not be successful.\n\n** **\n\n**Risks Related to Solana and the Solana\nNetwork**\n\n \n\n \n●\nThe Company’s financial\ncondition is highly correlated with the price of Solana, which may be highly volatile and subject to fluctuations due to a number\nof factors, including the successful development and acceptance of the Solana Network, momentum pricing, political or economic crises,\nand large-scale sales by entities with substantial Solana holdings.\n\n \n \n \n\n \n●\nSolana’s initial\nmanner of sale may resemble that of certain digital assets found to be securities, and a determination that Solana was offered or\nsold as a “security” may significantly adversely affect the value of Solana and an investment in our securities.\n\n \n \n \n\n \n●\nSolana is a relatively\nnew technological innovation with a limited operating history. The Solana Network may not function as intended or may contain flaws\nin its source code, which could have an adverse impact on the value of Solana.\n\n \n\n1\n\n \n\n \n\n \n●\nSolana may have concentrated\nownership, and large sales or distributions by holders could adversely affect the market price. Additionally, ownership is pseudonymous\nand the supply of accessible Solana is unknown.\n\n \n \n \n\n \n●\nThe loss, destruction,\nor theft of a private key required to access Solana may be irreversible, and any incorrectly executed Solana transactions could adversely\naffect the Company’s financial condition.\n\n \n \n \n\n \n●\nCompetition from new digital\nassets, central bank digital currencies, smart contract platforms, or emerging payments initiatives could reduce demand for Solana\nand adversely affect the Company’s financial condition.\n\n \n \n \n\n \n●\nIf the digital assets generated\nand transaction fees earned for recording transactions on the Solana Network are not sufficiently high to incentivize validators,\nor if operational costs exceed validation rewards, validators may cease expanding validating power, suffer losses, or demand high\ntransaction fees, which could negatively impact the value of Solana.\n\n \n \n \n\n \n●\nUnlike some digital assets,\nwhich have a limit on outstanding supply, there is no limit on the supply of Solana.\n\n \n \n \n\n \n●\nThe digital asset trading\nplatforms on which Solana trades are relatively new and largely unregulated, and may be exposed to fraud, market manipulation, wash\ntrading, front-running, and security breaches.\n\n** **\n\n**Risks Related to the Validator Operations**\n\n \n\n \n●\nWe rely on a third-party\nservice provider to operate a Solana validator on our behalf, and any failure, misconduct, or underperformance by such service provider\ncould result in financial losses, reputational harm, and adverse effects on our business, operating results, and financial condition.\n\n \n \n \n\n \n●\nOur staking activities\nconducted through a third-party validator operator are subject to “slashing” penalties and other protocol-level sanctions\nthat could result in the loss or confiscation of staked assets.\n\n \n \n \n\n \n●\nRegulatory uncertainty\nregarding staking services, including those conducted through third-party validators, could subject us to enforcement actions, fines,\nor restrictions on our ability to offer staking-related products and services.\n\n** **\n\n**Risks Related to the Legacy Business**\n\n \n\n●Our\nmulti-club football operations are dependent on the popularity and/or competitive success\nof our acquired teams, as well as our ability to attract and retain players and staff for\nour clubs, none of which can be assured.\n\n \n\n**Risks Related to our Operations and Liquidity**\n\n** **\n\n●If\nwe are unable to raise substantial additional capital on acceptable terms, or at all, our\nfinancial situation may create doubt about whether we will continue as a going concern.\n\n \n\n●Adverse\nmarket, economic and political conditions, including the ongoing conflict between Ukraine\nand Russia, the ongoing conflicts in the Middle East, recent trade disputes and other events\nor circumstances beyond our control could have a material adverse effect on us.\n\n \n\n●There\nare geographic and political risks of operating in the United Arab Emirates.\n\n** **\n\n**Risks Related to the Ownership of Our Class\nB Ordinary Shares**\n\n \n\n●We\nmay not be able to maintain a listing of our Class B Ordinary Shares on Nasdaq.\n\n \n\n●Our\ndual class voting structure could have the effect of concentrating the voting control to\nany holders of our Class A Ordinary Shares, which would limit or preclude your ability to\ninfluence corporate matters, and your interests may conflict with the interests of any such\nshareholders. It may also adversely affect the trading market for our Class B Ordinary Shares\ndue to exclusion from certain stock market indices.\n\n  \n\n2\n\n \n\n \n\n●Irish\nlaw differs from the laws in effect in the United States and U.S. investors may have difficulty\nenforcing civil liabilities against us, our directors or members of senior management named\nin this Annual Report.\n\n  \n\n●We\nare a foreign private issuer within the meaning of the rules under the Exchange Act, and\nas such we are exempt from certain provisions applicable to U.S. domestic public companies.\n\n \n\n●As\na foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate\ngovernance standards applicable to domestic U.S. issuers. This may afford less protection\nto holders of our shares.\n\n \n\n●We\nmay lose our foreign private issuer status in the future, which could result in significant\nadditional costs and expenses.\n\n  \n\n●Future\nissuances of our Class B Ordinary Shares or securities convertible into, or exercisable or\nexchangeable for, our Class B Ordinary Shares, or the expiration of lock-up agreements that\nrestrict the issuance of new ordinary shares or the trading of outstanding ordinary shares,\ncould cause the market price of our Class B Ordinary Shares to decline and would result in\nthe dilution of your holdings.\n\n \n\n●Future\nissuances of debt securities, which would rank senior to our Class B Ordinary Shares upon\nour bankruptcy or liquidation, and future issuances of preferred shares, which could rank\nsenior to our Class B Ordinary Shares for the purposes of dividends and liquidating distributions,\nmay adversely affect the level of return you may be able to achieve from an investment in\nour Class B Ordinary Shares.\n\n \n\n●If\nsecurities or industry analysts either do not publish research about us or publish inaccurate\nor unfavorable research about us, our business or our market, if they adversely change their\nrecommendations regarding our Class B Ordinary Shares, or if our operating results do not\nmeet their expectations or any financial guidance we may provide, the trading price or trading\nvolume of our Class B Ordinary Shares could decline.\n\n \n\n●If\nour Class B Ordinary Shares become subject to the penny stock rules, it would become more\ndifficult to trade our shares.\n\n** **\n\n**Risk Factors**\n\n** **\n\n**Risks Related to Digital Assets**\n\n \n\n**A determination that Solana or any other\ndigital asset is a “security” may adversely affect the price of Solana and the Company’s financial condition, and result\nin potentially extraordinary, nonrecurring expenses to, or termination of, the Company.**\n\n \n\nDepending on its characteristics, a digital asset,\nincluding Solana, may be considered a “security” under U.S. federal securities laws. The test for determining whether a particular\ndigital asset is a “security” is complex and difficult to apply, and the outcome is difficult to predict. The SEC has previously\nalleged that Solana is a security. In June 2023, the SEC brought suit against two of the largest operators of digital asset trading platforms\nin Securities and Exchange Commission v. Binance Holdings Ltd., et al (the “Binance Complaint”) and Securities and Exchange\nCommission v. Coinbase, Inc., and Coinbase Global, Inc. (the “Coinbase Complaint”), alleging that Binance and Coinbase had\nsolicited U.S. investors to buy, sell, and trade “crypto asset securities” through their unregistered trading platforms and\noperated unregistered securities exchanges, brokerages and clearing agencies. In addition, in November 2023, the SEC brought similar\ncharges against Kraken (the “Kraken Complaint”), alleging that it operated as an unregistered securities exchange, brokerage\nand clearing agency. In each of the Binance Complaint, Coinbase Complaint and Kraken Complaint, the SEC initially alleged that Solana\nwas a security. However, in July 2024, the SEC amended the Binance Complaint to remove its assertion that Solana was a security.\n\n \n\nOn January 21, 2025, the SEC’s acting Chairman\nMark T. Uyeda announced the creation of the “Crypto Task Force.” The Crypto Task Force was to be dedicated to developing\na comprehensive and clear regulatory framework for digital assets and was to be led by Commissioner Hester Peirce. Subsequently, Commissioner\nPeirce announced a list of specific priorities to further that initiative, which included pursuing final rules related to a digital asset’s\nsecurity status, a revised path to registered offerings and listings for digital asset-based investment vehicles, and clarity regarding\ndigital asset custody, lending and staking. In February 2025, March 2025 and May 2025, Coinbase, Kraken and Binance, respectively, entered\ninto a joint stipulation with the SEC to dismiss the SEC’s lawsuit against them with prejudice. These dismissals do not mean that\nthe SEC has definitively determined that Solana is not a security and the ultimate impact of these dismissals is yet unknown.\n\n \n\nWhether a digital asset is a security under the\nU.S. federal securities laws depends on whether it is included in the lists of instruments making up the definition of “security”\nin the Securities Act, the Exchange Act and the Investment Company Act. Digital assets do not appear in any of these lists, although\neach list includes the terms “investment contract” and “note,” and the SEC has typically analyzed whether a particular\ndigital asset is a security by reference to whether it meets the tests developed by the federal courts interpreting these terms, known\nas the “Howey” and “Reves” tests, respectively. For many digital assets, whether or not the Howey or Reves tests\nare met is difficult to resolve definitively, and substantial legal arguments can often be made both in favor of and against a particular\ndigital asset qualifying as a security under one or both of the Howey and Reves tests. Adding to the complexity, the SEC staff has recently\nindicated that the security status of a particular digital asset can change over time as the relevant facts evolve.\n\n \n\n3\n\n \n\n \n\nThe Company intends to operate in compliance\nwith applicable U.S. federal securities laws and the rules and regulations promulgated thereunder. In the event of regulatory or judicial\ndevelopments affecting the treatment of Solana under such laws and regulations, including but not limited to Solana being deemed or classified\nas a security, the Company will assess available options and take appropriate action.\n\n \n\nAny enforcement action by the SEC or a state\nsecurities regulator asserting that Solana is a security, or a court decision to that effect, would be expected to have an immediate\nmaterial adverse impact on the trading price of Solana, as well as the Company’s financial condition. This is because the business\nmodels behind most digital assets are incompatible with regulations applying to transactions in securities. If a digital asset is determined\nto be a security, it is likely to become difficult or impossible for the digital asset to be traded, cleared or custodied in the United\nStates through the same channels used by non-security digital assets, which in addition to materially and adversely affecting the trading\nvalue of the digital asset is likely to significantly impact its liquidity and market participants’ ability to convert the digital\nasset into U.S. dollars. Any assertion that a digital asset is a security by the SEC or another regulatory authority may have similar\neffects.\n\n \n\nIf Solana is found by a court or other regulatory\nbody to be a security, the Company could be considered an unregistered “investment company” under the Investment Company\nAct, which could necessitate the Company’s liquidation. Furthermore, the Company could be considered to be engaged in a distribution\n(*i.e.*, a public offering) of unregistered securities in violation of Section 5 of the Securities Act, which could impose significant\ncivil and criminal liability on the Company. There is no guarantee that a court of regulatory body will agree with the Company’s\nassessment of Solana as a non-security.\n\n \n\n**The trading prices of many digital assets,\nincluding Solana, have experienced extreme volatility in recent periods and may continue to do so. Extreme volatility in the future,\nincluding further declines in the trading price of Solana, could have a material adverse effect on the value of the Company’s financial\ncondition and the Class B Ordinary Shares could lose all or substantially all of their value.**\n\n \n\nThe trading prices of many digital assets, including\nSolana, have experienced extreme volatility in recent periods and may continue to do so. For instance, there were steep increases in\nthe value of certain digital assets over the course of 2017, followed by steep drawdowns throughout 2018 in digital asset trading prices.\nThese drawdowns notwithstanding, digital asset prices increased significantly again during 2019, decreased significantly again in the\nfirst quarter of 2020 amidst broader market declines as a result of the novel coronavirus outbreak, and increased significantly again\nover the remainder of 2020 and the first quarter of 2021. Digital asset prices continued to experience significant and sudden changes\nthroughout 2021 followed by steep drawdowns in the fourth quarter of 2021. Assets, including Solana, continued to see steep drawdowns\nin 2022, and digital asset prices, including Solana, have continued to fluctuate through 2024, 2025, and to date in 2026. Solana has\nexhibited a historical annualized volatility of approximately 122% and maximum annual price decrease of approximately 95%.\n\n \n\nExtreme volatility in the future, including further\ndeclines in the trading price of Solana, could have a material adverse effect on the Company’s financial condition and the Class\nB Ordinary Shares could lose all or substantially all of their value. Furthermore, negative perception and a lack of stability and standardized\nregulation in the digital asset economy may reduce confidence in the digital asset economy and may result in greater volatility in the\nprice of Solana and other digital assets, including a depreciation in value.\n\n \n\n**Digital assets, including Solana, are subject\nto a number of risks related to the digital asset ecosystem.**\n\n \n\nThe value of the Company is highly correlated\nwith the value of the Solana held by the Company. The value of Solana is impacted by factors specific to Solana and also factors relating\nto the digital asset ecosystem generally, including:\n\n* *\n\n●market conditions\nof, and overall sentiment towards, the digital assets and blockchain technology industry;\n\n \n\n \n●\ntrading activity on digital asset trading platforms, which, in many cases, are largely unregulated\nor may be subject to manipulation;\n\n \n\n \n●\nthe adoption of digital assets, such as Solana, as a medium of exchange, store-of-value or other\nconsumptive asset and the maintenance and development of the open-source software protocol (such as the Solana Network) and their\nability to meet user demands;\n\n \n\n \n●\nmanipulative trading activity on digital asset exchanges, which, in many cases, are largely unregulated;\n\n \n\n \n●\nthe needs of decentralized applications, smart contracts, their users, and users of the Solana Network\ngenerally for Solana to pay transaction fees to execute transactions;\n\n \n\n4\n\n \n\n \n\n \n●\ngovernmental or regulatory actions by, or investigations or litigation in, countries around the world\ntargeting well-known decentralized applications or smart contracts that are built on the Solana Network, or other developments or\nproblems, and associated publicity, involving or affecting such decentralized applications or smart contracts;\n\n \n\n \n●\nincreased competition from other forms of digital assets or payment services, including digital currencies\nconstituting legal tender that may be issued in the future by central banks, or digital assets meant to serve as a medium of exchange\nby major private companies or other institutions;\n\n \n\n \n●\nincreased competition from other blockchain networks combining smart contracts, programmable scripting\nlanguages, and an associated runtime environment, with blockchain-based recordkeeping, particularly where such other blockchain networks\nare able to offer users access to a larger consumer user base, greater efficiency, reliability, or processing speed, or more economical\ntransaction processing fees than the Solana Network;\n\n \n\n \n●\ninvestors’ expectations with respect to interest rates, the rates of inflation of fiat currencies\nor Solana, and digital asset exchange rates;\n\n \n\n \n●\nconsumer preferences and perceptions of Solana specifically and digital assets generally, the Solana\nNetwork relative to competing blockchain protocols, and Solana relative to competing digital assets;\n\n \n\n \n●\nnegative events, publicity, and social media coverage relating to the digital assets and blockchain\ntechnology industry;\n\n \n\n \n●\nfiat currency withdrawal and deposit policies on digital asset trading platforms;\n\n \n\n \n●\nthe liquidity of digital asset markets and any increase or decrease in trading volume or market making\non digital asset markets;\n\n \n\n \n●\nbusiness failures, bankruptcies, hacking, fraud, crime, government investigations, or other negative\ndevelopments affecting digital asset businesses, including digital asset trading platforms, or banks or other financial institutions\nand service providers which provide services to the digital assets industry;\n\n \n\n \n●\nthe use of leverage in digital asset markets, including the unwinding of positions, “margin\ncalls”, collateral liquidations and similar events;\n\n \n\n \n●\ninvestment and trading activities of large or active consumer and institutional users, speculators,\nvalidators and investors;\n\n \n\n \n●\na “short squeeze” resulting from speculation on the price of Solana, if aggregate short\nexposure exceeds the number of shares available for purchase;\n\n \n\n \n●\nan active derivatives market for Solana or for digital assets generally;\n\n \n\n \n●\nmonetary policies of governments, legislation or regulation, trade restrictions, currency devaluations\nand revaluations and regulatory measures or enforcement actions, if any, that restrict the use of Solana as a form of payment or\nthe purchase of Solana on the digital asset markets;\n\n \n\n \n●\nglobal or regional political, economic or financial conditions, events and situations;\n\n \n \n \n\n \n●\nfees associated with processing a Solana transaction and the speed at which Solana transactions are\nsettled;\n\n \n\n \n●\nthe maintenance, troubleshooting, and development of the Solana Network including by validators and\ndevelopers worldwide;\n\n \n\n \n●\nfinancial strength of market participants;\n\n \n\n \n●\nthe availability and cost of funding and capital;\n\n \n\n \n●\nthe liquidity and credit risk of digital asset trading platforms;\n\n \n\n5\n\n \n\n \n\n \n●\ninterruptions in service from or closures or failures of major digital asset trading platforms or\ntheir banking partners, or outages or system failures affecting the Solana Network;\n\n \n\n \n●\ndecreased confidence in digital assets and digital assets trading platforms;\n\n \n\n \n●\npoor risk management or fraud by entities in the digital assets ecosystem;\n\n \n\n \n●\nincreased competition from other forms of digital assets or payment services; and\n\n \n\n \n●\nthe Company’s own acquisitions or dispositions of Solana, since there is no limit on the number\nof Solana that the Company may acquire.\n\n \n\nAlthough returns from investing in Solana have\nat times diverged from those associated with other asset classes to a greater or lesser extent, there can be no assurance that there\nwill be any such divergence in the future, either generally or with respect to any particular asset class, or that price movements will\nnot be correlated. In addition, there is no assurance that Solana will maintain its value in the long, intermediate, short, or any other\nterm.\n\n** **\n\n**Many digital assets, including Solana,\nwere only introduced within the past decade, and the medium-to-long-term value of the Company’s business is subject to a number\nof factors relating to the capabilities and development of blockchain technologies and to the fundamental investment characteristics\nof digital assets.**\n\n** **\n\nMany digital assets, including Solana, were only\nintroduced within the past decade, and the medium-to-long-term value of the Company’s business is subject to a number of factors\nrelating to the capabilities and development of blockchain technologies, such as the recentness of their development, their dependence\non the internet and other technologies, their dependence on the role played by users, developers and validators and the potential for\nmalicious activity. The Company’s core operations—staking Solana, operating Solana validators, and trading digital currencies—are\nparticularly exposed to these factors given their direct reliance on the continued functionality, security, and adoption of the Solana\nblockchain and the broader digital asset ecosystem. For example, the realization of one or more of the following risks could materially\nadversely affect the value of the Company’s core business, results of operations, and financial condition:\n\n \n\n●The Solana network\nor other blockchain networks on which the Company operates may fail to retain validator participation,\ndeveloper interest, or user adoption, which could reduce staking rewards, transaction volumes,\nand trading opportunities available to the Company.\n\n \n\n●Technological\nvulnerabilities, software bugs, or protocol failures in the Solana blockchain could disrupt\nthe Company’s validator operations, result in slashing penalties, or compromise staked\nassets.\n\n \n\n●Changes to the\nSolana protocol’s consensus mechanism, staking economics, or validator requirements\ncould adversely affect the Company’s staking yields, increase operational costs, or\nrender the Company’s existing infrastructure obsolete.\n\n \n\n●The Company’s\ntrading activities are subject to significant price volatility in digital assets, which may\nresult in substantial losses and impair the Company’s liquidity and capital position.\n\n \n\n●Cybersecurity\nbreaches, hacking incidents, or other malicious attacks targeting the Company’s validator\ninfrastructure, custody solutions, or trading systems could result in the loss or theft of\ndigital assets.\n\n \n\n●Regulatory developments\naffecting staking, validator operations, or digital currency trading could restrict the Company’s\nability to conduct its core business or impose significant compliance costs.\n\n \n\n \n●\nDigital asset networks, including networks utilizing the Solana Network, and\nthe software used to operate them are in the early stages of development. Given the recentness of the development of digital asset\nnetworks, digital assets may not function as intended and parties may be unwilling to use digital assets, which would dampen the\ngrowth, if any, of digital asset networks. Because Solana is a digital asset, the Company’s financial condition is subject\nto a number of factors relating to the fundamental investment characteristics of digital assets, including the fact that digital\nassets are bearer instruments and loss, theft, compromise, or destruction of the associated private keys could result in permanent\nloss of the asset.\n\n \n\n6\n\n \n\n \n\n \n●\nDigital asset networks are dependent upon the internet. A disruption of the internet or a digital\nasset network, such as the Solana Network, would affect the ability to transfer digital assets, including Solana, and, consequently,\na disruption may impact their value.\n\n \n\n \n●\nAlthough unlikely, the acceptance of software patches or upgrades by a significant, but not overwhelming,\npercentage of the users and validators in a digital asset network, such as the Solana Network, could theoretically result in a “fork”\nin such network’s blockchain, including the Solana Network, resulting in the operation of multiple separate networks.\n\n \n\n \n●\nGovernance of the Solana Network is by voluntary consensus. As a result, there may be a lack of consensus\nor clarity on the governance of the Solana Network, which may stymie the Solana Network’s utility and ability to grow and face\nchallenges. In particular, it may be difficult to find solutions or marshal sufficient effort to overcome any future problems on\nthe Solana Network, especially long-term problems.\n\n \n\n \n●\nUnlike many other blockchain networks, validators on the Solana Network are not directly compensated\nfor their participation in the consensus process. Running a validator on the Solana Network is generally considered a voluntary contribution\nto the health and decentralization of the network. Participants run validators for reasons other than direct financial gain, such\nas supporting the network’s decentralization, ensuring its security, or for reputational benefits within the Solana community.\nHowever, because there is no financial incentive for entities or individuals to maintain validators, there is no guarantee that such\nentities or individuals will continue to run validators. To the extent that a significant number of entities or individuals stop\nrunning validators, there would be serious negative consequences to the Solana Network’s functionality, security and overall\nexistence.\n\n \n\n \n●\nMany digital asset networks, including the Solana Network, face significant scaling challenges and\nare being upgraded with various features designed to increase the speed of digital asset transactions and the number of transactions\nthat can be processed in a given period (known as “throughput”). These attempts to increase the volume of transactions\nmay not be effective, and such upgrades may fail, resulting in potentially irreparable damage to the Solana Network and the price\nof Solana.\n\n \n\n \n●\nIn the past, flaws in the source code for digital assets have been exposed and exploited, including\nflaws that disabled some functionality for users, exposed users’ personal information and/or resulted in the theft of users’\ndigital assets.\n\n \n\nMoreover, because digital assets, including Solana,\nhave been in existence for a relatively short period of time and are continuing to develop, there may be additional risks in the future\nthat are impossible to predict as of the date of this Annual Report.\n\n \n\n**Digital assets represent a new and rapidly\nevolving industry, and the Company’s business depends heavily on the acceptance of Solana.**\n\n \n\nThe first major blockchain-based digital asset,\nbitcoin, was launched in 2009. The Solana Network launched in 2020. In general, digital asset networks, including the Solana Network\nand other cryptographic and algorithmic protocols governing the issuance of digital assets represent a new and rapidly evolving industry\nthat is subject to a variety of factors that are difficult to evaluate. For example, the realization of one or more of the following\nrisks could materially adversely affect the Company’s financial condition:\n\n \n\n \n●\nBanks and other established financial institutions may refuse to process funds for Solana transactions;\nprocess wire transfers to or from digital asset trading platforms, Solana-related companies or service providers; or maintain accounts\nfor persons or entities transacting in Solana. As a result, the prices of Solana are largely determined by speculators and validators,\nthus contributing to price volatility that makes retailers less likely to accept Solana in the future.\n\n \n\n \n●\nBanks may not provide banking services, or may cut off banking services, to businesses that provide\ndigital asset related services or that accept digital assets as payment, which could dampen liquidity in the market and damage the\npublic perception of digital assets generally or any one digital asset in particular, such as Solana, and their or its utility as\na payment system, which could decrease the price of digital assets generally or individually.\n\n \n\n7\n\n \n\n \n\n \n●\nCertain privacy-preserving features have been or are expected to be introduced to a number of digital\nasset networks. If any such features are introduced to the Solana Network, any trading platforms or businesses that facilitate transactions\nin Solana may be at an increased risk of criminal or civil lawsuits, or of having banking services cut off if there is a concern\nthat these features interfere with the performance of anti-money laundering duties and economic sanctions checks.\n\n \n\n \n●\nUsers, developers and validators may otherwise switch to or adopt certain digital assets at the expense\nof their engagement.\n\n \n\n**Recent developments in the digital asset\neconomy have led to extreme volatility and disruption in digital asset markets, a loss of confidence in participants of the digital asset\necosystem, significant negative publicity surrounding digital assets broadly and market-wide declines in liquidity.**\n\n \n\nBeginning in the fourth quarter of 2021 and continuing\nto date, digital asset prices have fluctuated widely. This has led to volatility and disruption in the digital asset markets and financial\ndifficulties for several prominent industry participants, including digital asset trading platforms, hedge funds and lending platforms.\nFor example, in the first half of 2022, digital asset lenders Celsius Network LLC and Voyager Digital Ltd. and digital asset hedge fund\nThree Arrows Capital each declared bankruptcy, and the stablecoin TerraUSD collapsed. These events caused a loss of confidence in participants\nin the digital asset ecosystem, negative publicity surrounding digital assets more broadly and market-wide declines in digital asset\ntrading prices and liquidity.\n\n \n\nThereafter, in November 2022, FTX, the third\nlargest digital asset trading platform by volume at the time, halted customer withdrawals amid rumors of the company’s liquidity\nissues and likely insolvency. Shortly thereafter, FTX’s CEO resigned and FTX and numerous affiliates of FTX filed for bankruptcy.\nThe U.S. Department of Justice subsequently brought criminal charges, including charges of fraud, violations of federal securities laws,\nmoney laundering, and campaign finance offenses, against FTX’s former CEO and others. In November 2023, FTX’s former CEO\nwas convicted of fraud and money laundering. Similar charges related to violations of anti-money laundering laws were brought in November\n2023 against Binance and its former CEO. FTX is also under investigation by the SEC, the Justice Department, and the Commodity Futures\nTrading Commission, as well as by various regulatory authorities in the Bahamas, Europe and other jurisdictions. In response to these\nevents, the digital asset markets have experienced extreme price volatility and declines in liquidity, and regulatory and enforcement\nscrutiny has increased, including from the DOJ, the SEC, the CFTC, the White House and Congress. In addition, several other entities\nin the digital asset industry filed for bankruptcy following FTX’s bankruptcy filing, such as BlockFi Inc. and Genesis Global Capital,\nLLC. The SEC also brought charges against Genesis Global Capital, LLC and Gemini Trust Company, LLC on January 12, 2023 for their alleged\nunregistered offer and sale of securities to retail investors. In October 2023, the New York Attorney General brought charges against\nGemini, Genesis Global Capital and numerous affiliates of Genesis Global Capital, and Digital Currency Group alleging violations of law\nrelating to the Gemini Earn program. In May 2024, the Bankruptcy Court of the Southern District of New York approved a settlement of\nthe charges with the Genesis entities.\n\n \n\nThese events resulted in calls for heightened\nscrutiny and regulation of the digital asset industry, with a specific focus on digital asset trading platforms, and custodians. In June\n2023, the SEC brought charges against Binance and Coinbase, two of the largest digital asset trading platforms, alleging that they solicited\nU.S. investors to buy, sell, and trade “crypto asset securities” through their unregistered trading platforms and operated\nunregistered securities exchanges, brokerages and clearing agencies. Binance subsequently announced that it would be suspending USD deposits\nand withdrawals on Binance.US and that it plans to delist its USD trading pairs. In addition, in November 2023, the SEC brought similar\ncharges against Kraken, alleging that it operated as an unregistered securities exchange, brokerage and clearing agency.\n\n \n\nOn January 21, 2025, the SEC’s acting Chairman\nMark T. Uyeda announced the creation of the “Crypto Task Force.” The Crypto Task Force was to be dedicated to developing\na comprehensive and clear regulatory framework for digital assets and was to be led by Commissioner Hester Peirce. Subsequently, Commissioner\nPeirce announced a list of specific priorities to further that initiative, which included pursuing final rules related to a digital asset’s\nsecurity status, a revised path to registered offerings and listings for digital asset-based investment vehicles, and clarity regarding\ndigital asset custody, lending and staking. In February 2025, March 2025 and May 2025, Coinbase, Kraken and Binance, respectively, each\nentered into a joint stipulation to dismiss the SEC’s lawsuit against them with prejudice.\n\n \n\nThe U.S. regulatory regime – namely the\nFederal Reserve Board, U.S. Congress and certain U.S. agencies (e.g., the SEC, the CFTC, FinCEN, the Office of the Comptroller of the\nCurrency, the FDIC and the Federal Bureau of Investigation) as well as the White House have issued reports and releases concerning digital\nassets, including Solana and digital asset markets. However, the extent and content of any forthcoming laws and regulations are not yet\nascertainable with certainty, and it may not be ascertainable in the near future. It is possible that new laws and increased regulation\nand regulatory scrutiny may require the Company to comply with certain regulatory regimes, which could result in new costs for the Company.\nThe Company may have to devote increased time and attention to regulatory matters, which could increase costs to the Company. New laws,\nregulations and regulatory actions could significantly restrict or eliminate the market for, or uses of, digital assets including Solana,\nwhich could have a negative effect on the value of Solana, which in turn would have a negative effect on the value of the Company’s\nsecurities.\n\n \n\nThese events are continuing to develop at a rapid\npace and it is not possible to predict at this time all of the risks that they may pose to the Company, its affiliates and/or the Company’s\nthird-party service providers, or to the digital asset industry as a whole. \n\n ** **\n\n8\n\n \n\n \n\n**Proof-of-stake blockchains are a relatively\nrecent innovation and have not been subject to as widespread use or adoption over as long of a period of time as traditional proof-of-work\nblockchains.**\n\n \n\nCertain digital assets, such as bitcoin, use\na “proof-of-work” consensus algorithm. The genesis block on the Bitcoin blockchain was mined in 2009, and the Bitcoin blockchain\nhas been in operation since then. Many newer blockchains enabling smart contract functionality, including the current Ethereum Network\nfollowing the completion of the “Merge” in 2022, use a newer consensus algorithm known as “proof-of-stake.” While\ntheir proponents believe that they may have certain advantages, the “proof-of-stake” consensus mechanisms and governance\nsystems underlying many newer blockchain protocols, including the Solana Network, and their associated digital assets – including\nthe Solana held by the Company – have not been tested at scale over as long of a period of time or subject to as widespread use\nor adoption as, for example, the Bitcoin blockchain’s proof-of-work consensus mechanism has. This could lead to these blockchains,\nand their associated digital assets, having undetected vulnerabilities, structural design flaws, suboptimal incentive structures for\nnetwork participants (e.g., validators), technical disruptions, or a wide variety of other problems, any of which could cause these blockchains\nnot to function as intended, lead to outright failure to function entirely causing a total outage or disruption of network activity,\nor to suffer other operational problems or reputational damage, leading to a loss of users or adoption or a loss in value of the associated\ndigital assets, including the Company’s assets. Over the long term, there can be no assurance that the proof-of-stake blockchain\non which the Company’s assets rely will achieve widespread scale or adoption or perform successfully; any failure to do so could\nnegatively impact the value of the Company’s assets.\n\n** **\n\n**Digital asset networks face significant\nscaling challenges and efforts to increase the volume and speed of transactions may not be successful.**\n\n \n\nMany digital asset networks, including the Solana\nNetwork, face significant scaling challenges due to the fact that public blockchains generally face a tradeoff between security and scalability.\nOne means through which public blockchains achieve security is decentralization, meaning that no intermediary is responsible for securing\nand maintaining these systems. For example, a greater degree of decentralization generally means a given digital asset network is less\nsusceptible to manipulation or capture. Achieving decentralization may mean that every single node on a given digital asset network is\nresponsible for securing the system by processing every transaction and every single full node is responsible for maintaining a copy\nof the entire state of the network. However, this may involve tradeoffs from an efficiency perspective, and impose constraints on throughput.\nA digital asset network may be limited in the number of transactions it can process by the fact that all validators participate in validating\nin each block and the capabilities of each single fully participating node. Many developers are actively researching and testing scalability\nsolutions for public blockchains that do not necessarily result in lower levels of security or decentralization, such as off-chain payment\nchannels. Off-chain payment channels would allow parties to transact without requiring the full processing power of a blockchain.\n\n \n\nAs corresponding increases in throughput lag\nbehind growth in the use of digital asset networks, average fees and settlement times may increase considerably. Since inception, Solana\ntransaction fees have stood at a fixed rate of 0.000005 Solana per transaction. Increased fees and decreased settlement speeds could\npreclude certain uses for Solana (e.g., micropayments) and could reduce demand for, and the price of, Solana, which could adversely impact\nthe Company’s financial condition.\n\n \n\nThere is no guarantee that any of the mechanisms\nin place or being explored for increasing the scale of settlement of Solana Network transactions will be effective, or how long these\nmechanisms will take to become effective, which could adversely impact the Company’s financial condition.\n\n \n\n9\n\n \n\n \n\nThe rapid development of other competing scalability\nsolutions, such as those which would rely on handling the bulk of computational work relating to transactions or smart contracts and\nDApps outside of the main Solana Network and Solana blockchain, has caused alternatives to sharding to emerge. “Layer 2”\nis a collective term for solutions which are designed to help increase throughput and reduce transaction fees by handling or validating\ntransactions off the main Solana Network (known as “Layer 1”) and then attempting to take advantage of the perceived security\nand integrity advantages of the Layer 1 Solana Network by uploading the transactions validated on the Layer 2 protocol back to the Layer\n1 Solana Network. The details of how this is done vary significantly between different Layer 2 technologies and implementations. For\nexample, “rollups” perform transaction execution outside the Layer 1 Solana Network and then post the data, typically in\nbatches, back to the Layer 1 Solana Network where consensus is reached. “Zero knowledge rollups” are generally designed to\nrun the computation needed to validate the transactions off-chain, on the Layer 2 protocol, and submit a proof of validity of a batch\nof transactions (not the entire transactions themselves) that is recorded on the Layer 1 Solana Network. By contrast, “optimistic\nrollups” assume transactions are valid by default and only run computation, via a fraud proof, in the event of a challenge. Other\nproposed Layer 2 scaling solutions include, among others, “state channels”, which are designed to allow participants to run\na large number of transactions on the Layer 2 side channel protocol and only submit two transactions to the main Layer 1 Solana Network\n(the transaction opening the state channel, and the transaction closing the channel), “side chains”, in which an entire Layer\n2 blockchain network with similar capabilities to the existing Layer 1 Solana Network runs in parallel with the existing Layer 1 Solana\nNetwork and allows smart contracts and DApps to run on the Layer 2 side chain without burdening the main Layer 1 network, and others.\nTo date, the Solana Network community has not coalesced overwhelmingly around any particular Layer 2 solution, though this could change. \n\n \n\nMany developers are actively researching and\ntesting scalability solutions for public blockchains. However, there is no guarantee that any of the mechanisms in place or being explored\nfor increasing speed and throughput of settlement of the Solana Network transactions will be effective, which could cause the Solana\nNetwork to not adequately resolve scaling challenges and adversely impact the adoption of Solana and the Solana Network and the Company’s\nfinancial condition. There is no guarantee that any potential scaling solution, whether a change to the Layer 1 Solana Network like sharding\nor the introduction of a Layer 2 solution like rollups, state channels or side chains, will achieve widespread adoption. It is possible\nthat proposed changes to the Layer 1 Solana Network could divide the community, potentially even causing a hard fork, or that the decentralized\ngovernance of the Solana Network causes network participants to fail to coalesce overwhelmingly around any particular solution, causing\nthe Solana Network to suffer reduced adoption or causing users or validators to migrate to other blockchain networks. It is also possible\nthat scaling solutions could fail to work as intended, could suffer from centralization concerns, or could introduce bugs, coding defects\nor flaws, security risks, or other problems that could cause them to suffer operational disruptions. Alternatively, if a widely-used\nLayer 2 network were to fail, it could reduce demand for Solana because it would eliminate a source of demand for using Solana to record\ntransactions from the Layer 2 onto the Layer 1 Solana Network. Any of the foregoing could adversely affect the price of Solana or the\nCompany’s financial condition.\n\n \n\n**Risks Related to Solana and the Solana Network**\n\n** **\n\n**The Company’s financial condition\nis highly correlated with the price of Solana. The price of Solana may be highly volatile and subject to fluctuations due to a number\nof factors, including the successful development and acceptance of the Solana Network.**\n\n \n\nDigital assets such as Solana were only introduced\nwithin the past 15 years, and the medium to long term financial condition of the Company is subject to a number of factors over time\nrelating to the capabilities and development of blockchain technologies. Solana itself was conceived only in 2017, and first sold in\n2018. Digital asset networks, including the Solana peer-to-peer network and associated blockchain ledger, and the software used to operate\nthem are in the early stages of development. Given the recentness of the development of digital asset networks, digital assets may not\nfunction as intended and parties may be unwilling to use digital assets, which would dampen the growth, if any, of digital asset networks.\nBecause Solana is a digital asset, the Company’s financial condition is subject to a number of factors relating to the fundamental\ninvestment characteristics of digital assets, including the fact that digital assets are bearer instruments and loss, theft, compromise,\nor destruction of the associated private keys could result in permanent loss of the asset. The realization of one or more of the following\nrisks could materially adversely affect the Company’s financial condition:\n\n \n\n●An increase in the global Solana\nsupply or a decrease in global Solana demand;\n\n \n\n●Digital assets, including Solana,\nare controllable only by the possessor of both the unique public key and private key or keys\nrelating to the Solana Network address, or “wallet”, at which the digital asset\nis held. Private keys must be safeguarded and kept private in order to prevent a third party\nfrom accessing the digital asset held in such wallet. The loss, theft, compromise or destruction\nof a private key required to access a digital asset may be irreversible. If a private key\nis lost, stolen, destroyed or otherwise compromised and no backup of the private key is accessible,\nthe owner would be unable to access the digital asset corresponding to that private key and\nthe private key will not be capable of being restored by the digital asset network resulting\nin the total loss of the value of the digital asset linked to the private key;\n\n \n\n10\n\n \n\n \n\n●Forks\nin the Solana Network, particularly where changes to the Solana Network source code are either\nnot well-received by key constituencies within the Solana community or are not successfully\nexecuted or implemented and fail to achieve the functionality such changes were intended\nto bring about;\n\n \n\n●The\nSolana Network’s protocol is informally overseen by a collective of core developers\nwho, along with members of the Solana community, can introduce proposals through Solana Improvement\nDocuments (“SIMDs”) for updating the Solana Network. The core developers evolve\nover time, largely based on self-determined participation. A Solana client (“Solana\nClient”) is a software application that implements the Solana Network specification\nand communicates with the Solana Network. A “node” is a computer or other device\nthat has downloaded the Solana Client and is connected to other computers also running the\nSolana Client software, together forming the Solana Network. To the extent that node operators\nupdate their individual Solana Client to new specifications, the Solana Network could be\nsubject to changes that may adversely affect the value of Solana. In addition, if a digital\nasset network has high-profile contributors, a perception that such contributors will no\nlonger contribute to the network could have an adverse effect on the market price of the\nrelated digital asset;\n\n \n\n●Increased\ncompetition from other blockchain networks combining smart contracts, programmable scripting\nlanguages, and an associated runtime environment, with blockchain-based recordkeeping, particularly\nwhere such other blockchain networks are able to offer users access to a larger consumer\nuser base, greater efficiency, reliability, or processing speed, or more economical transaction\nprocessing fees than the Solana Network fees associated with processing a Solana transaction\nand the speed at which Solana transactions are settled;\n\n \n\n●The\nability for the Solana Network to attract and retain validators to secure and confirm transactions\naccurately and efficiently;\n\n \n\n●The\nacceptance of software patches or upgrades by some, but not all, nodes, users and validators\nin a digital asset network, such as the Solana Network, could result in a “fork”\nin the Solana Network, resulting in the operation of multiple separate networks;\n\n \n\n●A\nlack of consensus or clarity on the governance of the Solana Network, which may stymie the\nSolana Network’s utility and ability to grow and face challenges. In particular, it\nmay be difficult to find solutions or martial sufficient effort to overcome any future problems\non the Solana Network, especially long-term problems;\n\n \n\n●Digital\nasset validator operations have evolved from individual users to “professionalized”\nvalidating operations using proprietary hardware or sophisticated machines. If the profit\nmargins of digital asset validating operations are not sufficiently high, including due to\na decrease in transaction fees, validators are more likely to immediately sell tokens earned\nby validating, resulting in an increase in liquid supply of that digital asset, which would\ngenerally tend to reduce that digital asset’s market price;\n\n \n\n●To\nthe extent that any validators cease to record transactions that do not include the payment\nof a transaction fee in solved blocks or do not record a transaction because the transaction\nfee is too low, such transactions will not be recorded on the Solana blockchain until a block\nis validated by a validator who does not require the payment of transaction fees or is willing\nto accept a lower fee. Any widespread delays in the recording of transactions could result\nin a loss of confidence in a digital asset network;\n\n \n\n \n●\nThe Solana\nNetwork has been in the process of implementing a series of software upgrades and other changes to its protocol, such as QUIC TPU,\nstake-weighted QoS, localized fee markets, sharding, token-22, token extensions, and Firedancer. These upgrades have resulted in,\nand are expected to continue to result in, changes to the Solana Network. Many of the contemplated upgrades to the Solana Network\nwill include updates to material aspects of its source code. Although some of these upgrades have been successfully implemented,\nsuch as QUIC, stake-weighted QoS, and localized fee markets, which are currently live on Mainnet-beta, there is no guarantee that\nthere are not undiscovered flaws that will emerge in the future even in upgrades previously considered successful, and previously\nsuccessful upgrades do not guarantee that future upgrades will be successful. Any such undiscovered flaws, or the failure to properly\nimplement future changes, could have a material adverse effect on the value of Solana and the Company’s financial condition.\nFiredancer, the high-performance validator client developed by Jump Crypto, is now a core pillar of the Solana ecosystem. Following\nthe successful “Frankendancer” hybrid phase throughout 2025, Firedancer 1.0 officially launched on the Solana mainnet\nin May 2026. Its implementation has focused on providing the network with critical client diversity and the efficiency required to\nsupport massive global scaling and sharding. With its full production release, the Solana network has moved away from its reliance\non a single validator client, significantly bolstering its uptime and overall resilience.  As a result of this or future\nupgrades, it is possible that significant volumes of currently locked and illiquid Solana becomes unlocked and sold, which could\nincrease volatility in Solana prices or have a material adverse effect on the value of Solana and the Company’s financial condition.\nUpgrades currently being considered to increase throughput and promote scaling, such as “sharding” the Layer 1 Solana\nNetwork or greater reliance so-called “Layer 2” solutions, could have effects which are difficult to anticipate at this\ntime, but could - if unsuccessfully implemented, or if they contain undiscovered flaws - materially adversely impact or even effectively\neliminate the value of Solana, and therefore impact the Company’s financial condition. In addition, the acceptance of software\npatches or upgrades by some, but not all, nodes, users and validators in a digital asset network could result in a “fork”\nin such network’s blockchain, resulting in the operation of multiple separate networks;\n\n \n\n11\n\n \n\n \n\n●Software\napplications running on top of the Solana Network (often referred to as “decentralized\napplications” or “DApps”, whether or not decentralized in fact) and smart\ncontract developers depend on being able to obtain Solana to be able to run their programs\nand operate their businesses. In particular, decentralized applications and smart contracts\nrequire Solana in order to pay the gas fees needed to power such applications and smart contracts\nand execute transactions. As such, they represent a significant source of demand for Solana.\nSolana’s price volatility (particularly where Solana prices increase), or the Solana\nNetwork’s wider inability to meet the demands of decentralized applications and smart\ncontracts in terms of inexpensive, reliable, and prompt transaction execution (including\nduring congested periods), or to solve its scaling challenges or increase its throughput,\nmay discourage such decentralized application and smart contract developers from using the\nSolana Network as the foundational infrastructure layer for building their applications and\nsmart contracts. If decentralized application and smart contract developers abandon the Solana\nblockchain for other blockchain or digital asset networks or protocols for whatever reason,\nthe value of Solana could be negatively affected;\n\n \n\n●In\nthe past, bugs, defects and flaws in the source code for digital assets have been exposed\nand exploited, including flaws that disrupted normal Solana Network, Solana Client, or DApp\nand smart contract operations or disabled related functionality for users, exposed users’\npersonal information and/or resulted in the theft of users’ digital assets. The cryptography\nunderlying the Solana Network or Solana as an asset could prove to be flawed or ineffective,\nor developments in mathematics and/or technology, including advances in digital computing,\nalgebraic geometry and quantum computing, could result in such cryptography becoming ineffective.\nIn any of these circumstances, a malicious actor may be able to compromise the security of\nthe Solana Network or take the Company’s Solana, which would adversely affect the Company’s\nfinancial condition. Moreover, normal operations and functionality of the Solana Network\nmay be negatively affected. Such losses of functionality could lead to the Solana Network\nlosing attractiveness to users, nodes, validators, or other stakeholders, thereby dampening\ndemand for Solana. Even if another digital asset other than Solana were affected by similar\ncircumstances, any reduction in confidence in the source code or cryptography underlying\ndigital assets generally could negatively affect the demand for digital assets and therefore\nadversely affect the Company’s financial condition.\n\n ** **\n\n**Solana’s initial manner of sale may\nresemble that of certain digital assets found to be securities, and a determination that Solana was offered or sold as a “security”\nmay significantly adversely affect the value of Solana and an investment in our securities.**\n\n \n\nThrough historical enforcement actions and other\nstatements, the SEC and its staff have historically taken the position that a digital asset’s initial manner of sale may be a key\nfactor in determining whether that digital asset was a security, at least at the time of the digital asset’s delivery as part of\nthat sale. This has meant that many blockchain startups that have offered digital assets to the public in the form of initial coin offerings,\nalso known as ICOs, have been found to have engaged in illegal unregistered distributions of securities. One variant of an ICO involves\na digital asset being sold through a Simple Agreement for Future Tokens, or a “SAFT.” Under a SAFT, a purchaser agrees to\ncontribute funds to enable the development of a digital asset network in exchange for an agreement by the developer to deliver digital\nassets in the future once the network becomes operational. The legal theory behind the SAFT is that, while the SAFT itself may be an\n“investment contract” and thus a “security” under the federal securities laws (and is therefore typically offered\nin reliance on an exemption from registration), the tokens themselves should not be securities at the time of their delivery because\nat that time the network will be operational and the tokens will have real consumptive uses, rather than representing an investment to\nfund the initial development work.\n\n \n\nThe SEC has cast doubt on the legal argument\nunderpinning the SAFT structure and has litigated in federal court at least two significant enforcement actions involving digital assets\nsold under SAFTs, arguing in each case that the digital assets sold under the SAFTs, and not just the SAFTs themselves, were securities.\nIn March 2020, the SEC obtained a preliminary injunction barring Telegram Group, Inc. from conducting an unregistered distribution of\ndigital assets known as Grams, on the grounds that Grams were securities under the federal securities laws, notwithstanding the fact\nthat they had been sold under a SAFT. Telegram Group ultimately agreed to return $1.2 billion to investors and to pay an $18.5 million\ncivil penalty. Similarly, in September 2020 the SEC won a motion for summary judgment against Kik Interactive, Inc., persuading the court\nthat Kik Interactive’s sale of digital assets, called Kin, through a SAFT structure should be integrated with Kik Interactive’s\nseparate public sale of Kin (which the court held to be illegal), as the sales were conducted using the same marketing efforts, involved\nthe same asset, and were conducted very close in time to one another. Kik Interactive ultimately agreed to pay a $5 million civil penalty.\nThe SEC in December 2020 filed a complaint against the issuer of XRP, Ripple Labs, Inc., and two of its executives, alleging that Ripple\nLabs and its executives raised over $1.3 billion through XRP sales that should have been registered under the federal securities laws,\nbut were not. Multiple digital assets the SEC alleged to be securities in the Coinbase Complaint, Binance Complaint and Kraken Complaint\nwere first sold to the public in similar circumstances or ICOs. Subsequently, in July 2023, the District Court for the Southern District\nof New York held that while XRP is not a security, certain sales of XRP to certain buyers amounted to “investment contracts”\nunder the Howey test.\n\n \n\n12\n\n \n\n \n\nSolana Labs, the developer of the Solana Network\nand the creator of Solana, used a SAFT to distribute approximately 38% of the total supply of Solana. Solana’s distribution through\na SAFT shares several characteristics with other offerings of digital assets through SAFTs, including those conducted by Telegram Group,\nKik Interactive and Ripple Labs that the SEC argued were used to effect the illegal unregistered public distribution of a security. There\nhave been a number of district court decisions which found that the tokens themselves involved in those cases were not themselves securities,\nrather it was the investment contract surrounding certain initial distributions which was a security; however, these decisions were at\nthe district court level, and the Company is not aware of appellate authority upholding such decisions. While there are reasonable grounds\non which Solana may be distinguished from Grams, Kin and XRP, Solana has certain characteristics that mean that the risk of the SEC or\na court finding Solana to be a security is greater than the risk that digital assets like bitcoin or ether would be found to be securities.\nFor example, although Solana is decentralized in certain respects, a significant amount of Solana remains under the control of Solana\nLabs and the Solana Foundation. Even though Solana does not have an official developer, the degree of control retained by Solana Labs\nand Solana Foundation is such that either may be viewed by a regulator as continuing to play a material role in the development of Solana,\nwhich could adversely affect any argument that Solana is not a security. In addition, even setting aside Solana’s initial manner\nof offering, a significant portion of demand for digital assets is generated by speculators and investors, not necessarily by those looking\nto use digital assets for consumptive purposes. If the Solana Network cannot retain users and demonstrate that its primary consumptive\nuse case for Solana is serious and viable, this might also increase the risk that Solana is determined to be a security.\n\n \n\nIf Solana is determined to be a “security”\nor transactions in Solana are determined to be securities transactions under federal or state securities laws by the SEC or a state regulatory\nagency, or in a proceeding in a court of law or otherwise, it will have significant adverse consequences for Solana and the Company’s\nfinancial condition. If Solana or transactions in Solana are determined to be a security or a securities transaction, it is likely to\nbecome difficult or impossible for Solana to be traded, cleared or custodied in the United States through the same channels used by non-security\ndigital assets, which could in turn materially and adversely affect the trading value, liquidity, market participants’ ability\nto convert Solana into U.S. dollars and general acceptance of Solana and cause users to migrate to other digital assets. As such, any\ndetermination that Solana or transactions in that digital asset are a security under federal or state securities laws may adversely affect\nthe value of Solana and, as a result, the Company’s financial condition.\n\n** **\n\n**Solana is a relatively new technological\ninnovation with a limited operating history. The Solana Network may not function as intended, which could have an adverse impact on the\nvalue of Solana and therefore the value of our securities.**\n\n \n\nThe Solana Protocol was conceived in 2017 and\nserves as the underlying architecture and rules pursuant to which the Solana Network operates. Solana began trading in April 2020 and\nin the United States in September 2020. One notable element of the Solana Protocol was the introduction of Proof-of-History (“PoH”)\ntimestamping mechanism. PoH is a timestamping mechanism that automatically orders on-chain transactions by creating a historical record\nthat proves an event has occurred at a specific moment in time. PoH is intended to provide a transaction processing speed and capacity\nadvantage over other blockchain networks like the Bitcoin network and the Ethereum network, which rely on sequential production of blocks\nand can lead to delays caused by validator confirmations.\n\n \n\nHowever, PoH is a relatively new blockchain technology\nthat is not widely used and may not function as intended. For example, it may require more specialized equipment to participate in the\nnetwork and fail to attract a significant number of users. In addition, there may be flaws in the cryptography underlying PoH specifically\nor the Solana Network generally, including flaws that affect functionality of the Solana Network, the proof-of-stake consensus algorithm,\na particular client software implementation, or a user’s wallet software, or make the network vulnerable to attack.\n\n \n\nThe Solana Network has suffered network-level\noutage incidents over the past six years. For example, in 2020, the Solana Network experienced an outage attributed to a bug in the block\npropagation mechanism, and was offline for at least six hours. On September 14, 2021, the Solana Network experienced a significant disruption,\nlater attributed to a type of denial of service attack, and was offline for 17 hours, only returning to full functionality 24 hours later.\nDuring the restart, a second integer overflow bug was discovered and patched. In January 2022, during a time of high network congestion,\nthe Solana Network experienced degraded performance and partial outages. The disruption was attributed to bots spamming excessive duplicate\ntransactions, significantly reducing network capacity. Blocks took longer than expected to process, leading to transaction success rates\ndropping by as much as 70%. In April 2022, the Solana Network experienced an unprecedented surge in transaction requests, attributed\nto bots trying to secure newly minted NFTs through the Metaplex Candy Machine program. This minting mechanism operated on a first-come,\nfirst-served basis, creating a strong economic incentive to flood the network with transactions and win the mint. As transaction volume\nskyrocketed, validators ran out of memory and crashed, ultimately stalling consensus. Insufficient voting throughput prevented the finalization\nof earlier blocks, preventing abandoned forks from being cleaned up. As a result, validators became overwhelmed by the sheer number of\nforks they had to evaluate, exceeding their capacity even after restarts and requiring manual intervention to restore the network. The\nSolana Network was offline for at least eight hours. In June 2022, the Solana Network experienced a bug with so-called “durable\nnonce” transactions leading to consensus failures. The Solana Network was offline for at least two and a half hours. In September\n2022, the Solana Network experienced a bug attributed to validators erroneously producing duplicate blocks at the same block height.\nThe Solana Network was offline for at least eight and a half hours. In February 2023, the Solana Network experienced another bug with\nits block propagation mechanism. The Solana Network was offline for at least 19 hours. In February 2024, the Agave client software implementation\nexperienced a bug affecting its compiler. The Solana Network was offline for around five hours. These disruptions and outages have impacted\nand, if they continue to happen in the future, may continue to impact the value of Solana and therefore the value of our securities.\n\n** **\n\n13\n\n \n\n** **\n\n**Mathematical or technological advances\ncould undermine the Solana Network’s consensus mechanism.**\n\n \n\nThe Solana Network relies on cryptographic algorithms\nfor various operations, including address generation, transaction verification and smart contract execution. It is possible that mathematical\nor technological advances, such as the development of quantum computers with significantly more power than computers presently available,\ncould undermine or vitiate the cryptographic consensus mechanism underpinning the Solana blockchain. Quantum computing technology is\nan emerging phenomenon which, because it is still developing, makes it difficult to predict its ultimate effect on the future value of\nSolana and other digital assets. However, recent announcements by computer technology companies have suggested that quantum computing\ntechnology may be advancing faster than previously anticipated. For example, in February 2025, Microsoft announced its Majorana 1 chip,\nwhich is claimed to have the potential to support a one-million-qubit quantum computer. If quantum computing technology is able to advance\nand significantly increase its capacity relative to the capacity of today’s leading quantum computers, it could potentially undermine\nthe viability of many of the cryptographic algorithms used across the world’s information technology infrastructure, including\nthe cryptographic algorithms used for digital assets like Solana. If quantum computing is able to advance in that way, there is a risk\nthat quantum computing could result in the cryptography underlying the Solana Network becoming ineffective, which, if realized, could\ncompromise the security of the Solana Network, or allow a malicious actor to compromise the wallets holding Solana owned by the Company\nor others on the Solana Network, which would result in losses to our shareholders. While various actors in the Solana community are taking\nsteps to enable the uses of cryptographic algorithms that would be resistant to advanced quantum computers, there is no guarantee that\nnew quantum-proof architectures will be built and appropriate transitions will be implemented across the network at scale in a timely\nmanner; any such changes could require the achievement of broad consensus within the Solana Network community and a fork (or multiple\nforks), and there can be no assurance that such consensus would be achieved or the changes implemented successfully. If any of the foregoing\nwere to occur, it could result in losses to our shareholders. Moreover, normal operations and functionality of the Solana Network may\nbe negatively affected. Such losses of functionality could lead to the Solana Network losing attractiveness to users, nodes, validators,\nor other stakeholders, thereby dampening demand for Solana. Even if another digital asset other than Solana were affected by similar\ncircumstances, any reduction in confidence in the source code or cryptography underlying digital assets generally could negatively affect\nthe demand for digital assets and therefore adversely affect the Company’s financial condition.\n\n** **\n\n**Smart contracts, including those relating\nto DeFi applications, are a new technology and their ongoing development and operation may result in problems, which could reduce the\ndemand for Solana or cause a wider loss of confidence in the Solana Network, either of which could have an adverse impact on the value\nof Sol.**\n\n \n\nSmart contracts are programs that run on the\nSolana blockchain that execute automatically when certain conditions are met. Since smart contracts typically cannot be stopped or reversed,\nvulnerabilities in their programming can have damaging effects. For example, in June 2016, a vulnerability in the smart contracts underlying\nthe DAO, a distributed autonomous organization for venture capital funding on the Ethereum Network, allowed an attack by a hacker to\nsyphon approximately $60 million worth of ether from the DAO’s accounts into a segregated account. In the aftermath of the theft,\ncertain core developers and contributors pursued a “hard fork” of the Ethereum Network in order to erase any record of the\ntheft. Despite these efforts, the price of ether reportedly dropped approximately 35% in the aftermath of the attack and subsequent hard\nfork. In addition, in July 2017, a vulnerability in a smart contract for a multi-signature wallet software developed by Parity led to\na reportedly $30 million theft of ether, and in November 2017, a new vulnerability in Parity’s wallet software reportedly led to\nroughly $160 million worth of ether being indefinitely frozen in an account. Furthermore, in April 2018, a batch overflow bug was found\nin many Ethereum-based ERC20-compatible smart contract tokens that allows hackers to create a large number of smart contract tokens,\ncausing multiple crypto asset platforms worldwide to shut down ERC20-compatible token trading. Similarly, in March 2020, a design flaw\nin the MakerDAO smart contract caused forced liquidations of crypto assets at significantly discounted prices, resulting in millions\nof dollars of losses to users who had deposited crypto assets into the smart contract. In another example, in February 2022, a vulnerability\nin a smart contract for Wormhole, a bridge between the Ethereum Network and Solana Network led to a $320 million theft of ether. While\npersons associated with Solana Labs and/or the Solana Foundation are understood to have played a key role in bringing the network back\nonline, the broader community also played a key role, as Solana validators coordinated to upgrade and restart the network. Other smart\ncontracts, such as bridges between blockchain networks and decentralized finance (“DeFi”) protocols have also been manipulated,\nexploited or used in ways that were not intended or envisioned by their creators such that attackers syphoned over $3.8 billion worth\nof digital assets from smart contracts in 2022. Problems with the development, deployment, and operation of smart contracts may have\nan adverse effect on the value of Solana, just as they have for other digital assets like ether. \n\n \n\n14\n\n \n\n \n\nIn some cases, smart contracts can be controlled\nby one or more “admin keys” or users with special privileges, or “super users”. These users may have the ability\nto unilaterally make changes to the smart contract, enable or disable features on the smart contract, change how the smart contract receives\nexternal inputs and data, and make other changes to the smart contract. Furthermore, in some cases where inadequate public information\nmay be available, information asymmetries may exist, even with respect to open-source smart contracts or applications; certain participants\nmay have hidden informational or technological advantages, making for an uneven playing field. There may be opportunities for bad actors\nto perpetrate fraudulent schemes and engage in illicit activities and other misconduct, such as exit scams and rug pulls (orchestrated\nby developers and/or influencers who promote a smart contract or application and, ultimately, escape with the money at an agreed time),\nor Ponzi or similar fraud schemes.\n\n \n\nMany DeFi applications are currently deployed\non the Solana Network, and smart contracts relating to DeFi applications currently represent a significant source of demand for Solana.\nDeFi applications may achieve their investment purposes through self-executing smart contracts that may allow users to invest digital\nassets in a pool from which other users can borrow without requiring an intermediate party to facilitate these transactions. These investments\nmay earn interest to the investor based on the rates at which borrowers repay the loan, and can generally be withdrawn by the investor.\nFor smart contracts that hold a pool of digital asset reserves, smart contract super users or admin key holders may be able to extract\nfunds from the pool, liquidate assets held in the pool, or take other actions that decrease the value of the digital assets held by the\nsmart contract in reserves. Even for digital assets that have adopted a decentralized governance mechanism, such as smart contracts that\nare governed by the holders of a governance token, such governance tokens can be concentrated in the hands of a small group of core community\nmembers, who would be able to make similar changes unilaterally to the smart contract. If any such super user or group of core members\nunilaterally make adverse changes to a smart contract, the design, functionality, features and value of the smart contract, its related\ndigital assets may be harmed. In addition, assets held by the smart contract in reserves may be stolen, misused, burnt, locked up or\notherwise become unusable and irrecoverable. Super users can also become targets of hackers and malicious attackers. If an attacker is\nable to access or obtain the super user privileges of a smart contract, or if a smart contract’s super users or core community\nmembers take actions that adversely affect the smart contract, users who transact with the smart contract may experience decreased functionality\nof the smart contract or may suffer a partial or total loss of any digital assets they have used to transact with the smart contract.\nFurthermore, the underlying smart contracts may be insecure, contain bugs or other vulnerabilities, or otherwise may not work as intended.\nAny of the foregoing could cause users of the DeFi application to be negatively affected, or could cause the DeFi application to be the\nsubject of negative publicity. Because DeFi applications may be built on the Solana Network and represent a significant source of demand\nfor Solana, public confidence in the Solana Network itself could be negatively affected, such sources of demand could diminish and the\nvalue of Solana could decrease. Similar risks apply to any smart contract or decentralized application, not just DeFi applications.\n\n** **\n\n**Digital assets may have concentrated ownership\nand large sales or distributions by holders of such digital assets, or any ability to participate in or otherwise influence a digital\nasset’s underlying network, could have an adverse effect on the market price of such digital asset.**\n\n \n\nAs of late 2025, it is estimated that the largest\n100 Solana wallets held approximately 23% of the Solana in circulation. Moreover, it is possible that other persons or entities control\nmultiple wallets that collectively hold a significant number of Solana, even if they individually only hold a small amount, and it is\npossible that some of these wallets are controlled by the same person or entity. As a result of this concentration of ownership, large\nsales or distributions by such holders could have an adverse effect on the market price of Solana. Competition from other consortia or\nprivate blockchains could also have a negative impact on the price of Solana and adversely affect the Company’s financial condition.\n\n** **\n\n**Any name change and any associated rebranding\ninitiative by the core developers of Solana may not be favorably received by the digital asset community, which could negatively impact\nthe value of Solana and the Company’s financial condition.**\n\n \n\nFrom time to time, digital assets may undergo\nname changes and associated rebranding initiatives. For example, Bitcoin Cash may sometimes be referred to as Bitcoin ABC in an effort\nto differentiate itself from any Bitcoin Cash hard forks, such as Bitcoin Satoshi’s Vision, and in the third quarter of 2018, the\nteam behind ZEN rebranded and changed the name of ZenCash to “Horizen.” We cannot predict the impact of any name change and\nany associated rebranding initiative on Solana. After a name change and an associated rebranding initiative, a digital asset may not\nbe able to achieve or maintain brand name recognition or status that is comparable to the recognition and status previously enjoyed by\nsuch digital asset. The failure of any name change and any associated rebranding initiative by a digital asset may result in such digital\nasset not realizing some or all of the anticipated benefits contemplated by the name change and associated rebranding initiative, and\ncould negatively impact the value of Solana and the Company’s financial condition.\n\n \n\n15\n\n \n\n** **\n\n**The loss or destruction of a private key\nrequired to access Solana may be irreversible. The Solana Custodians loss of access to a private key associated with the Company’s\nSolana could adversely affect the Company’s financial condition.**\n\n \n\nTransfers of Solana among users are accomplished\nvia Solana transactions (i.e., sending Solana from one user to another). The creation of a Solana transaction requires the use of a unique\nnumerical code known as a “private key.” In the absence of the correct private key corresponding to a holder’s particular\nSolana, the Solana is inaccessible. The custody of the Company’s Solana is handled by Anchorage Digital Bank National Association,\nBitGo Bank & Trust, National Association, and Kraken Financial (Payward Financial, Inc.) (collectively the “Solana Custodians”),\nand the transfer of Solana to and from authorized participants is directed by the Company. The Company has evaluated the procedures and\ninternal controls of the Company’s Solana Custodians to safeguard the Company’s Solana holdings. If the Solana Custodians\ninternal procedures and controls are inadequate to safeguard the Company’s Solana holdings, and the Company’s private key(s)\nis(are) lost, destroyed or otherwise compromised and no backup of the private key(s) is(are) accessible, the Company will be unable to\naccess its Solana, which could adversely affect the Company’s financial condition. In addition, if the Company’s private\nkey(s) is(are) misappropriated and the Company’s Solana holdings are stolen, the Company could lose some or all of its Solana holdings,\nwhich could adversely impact the Company’s financial condition.\n\n** **\n\n**New competing digital assets may result\nin a reduction in demand for Solana, which could have a negative impact on the price of Solana and may have a negative impact on the\nperformance of the Company.**\n\n \n\nSolana faces significant competition from other\ndigital assets, as well as from other technologies or payment forms, such as SWIFT, ACH, remittance networks, credit cards and cash.\nThere is no guarantee that Solana will become a dominant form of cross-border payments, store of value or method of exchange.\n\n** **\n\n**Competition from central bank digital currencies\nand emerging payments initiatives involving financial institutions could adversely affect the value of Solana and other digital assets.**\n\n \n\nCentral banks in various countries have introduced\ndigital forms of legal tender (“CBDCs”). Whether or not they incorporate blockchain or similar technology, CBDCs, as legal\ntender in the issuing jurisdiction, could have an advantage in competing with, or replace, Solana and other cryptocurrencies as a medium\nof exchange or store of value. Central banks and other governmental entities have also announced cooperative initiatives and consortia\nwith private sector entities, with the goal of leveraging blockchain and other technology to reduce friction in cross-border and interbank\npayments and settlement, and commercial banks and other financial institutions have also recently announced a number of initiatives of\ntheir own to incorporate new technologies, including blockchain and similar technologies, into their payments and settlement activities,\nwhich could compete with, or reduce the demand for, Solana. As a result of any of the foregoing factors, the value of Solana could decrease,\nwhich could adversely affect the Company’s financial condition.\n\n** **\n\n**The price of Solana may be affected due\nto stablecoins (including Tether and US Dollar Coin (“USDC”)), the activities of stablecoin issuers and their regulatory\ntreatment.**\n\n \n\nWhile the Company does not invest in stablecoins,\nit may nonetheless be exposed to risks that stablecoins pose for the Solana market and other digital asset markets. Stablecoins are digital\nassets designed to have a stable value over time as compared to typically volatile digital assets, and are typically marketed as being\npegged to a fiat currency, such as the U.S. dollar, at a certain value. Although the prices of stablecoins are intended to be stable,\ntheir market value may fluctuate. This volatility has in the past apparently impacted the price of Solana. Stablecoins are a relatively\nnew phenomenon, and it is impossible to know all of the risks that they could pose to participants in the Solana market. In addition,\nsome have argued that some stablecoins, particularly Tether, are improperly issued without sufficient backing in a way that, when the\nstablecoin is used to pay for Solana, could cause artificial rather than genuine demand for Solana, artificially inflating the price\nof Solana, and also argue that those associated with certain stablecoins may be involved in laundering money. On February 17, 2021 the\nNew York Attorney General entered into an agreement with Tether’s operators, including Bitfinex, requiring them to cease any further\ntrading activity with New York persons and pay $18.5 million in penalties for false and misleading statements made regarding the assets\nbacking Tether. On October 15, 2021, the CFTC announced a settlement with Tether’s operators, Tether Holdings Limited, Tether Operations\nLimited, Tether Limited, and Tether International Limited, in which they agreed to pay $42.5 million in fines to settle charges that,\namong others, Tether’s claims that it maintained sufficient U.S. dollar reserves to back every Tether stablecoin in circulation\nwith the “equivalent amount of corresponding fiat currency” held by Tether were untrue.\n\n \n\n16\n\n \n\n \n\nBitfinex also agreed to pay the CFTC a $1.5 million\nfine to settle charges that Bitfinex offered off-exchange leveraged, margined, or financed transactions involving cryptocurrencies, including\nSolana, with U.S. customers who were not eligible contract participants and accepted funds (including in the form of Tether stablecoins)\nand orders in connection with such illegal off-exchange transactions, triggering an obligation to register with the CFTC, which the CFTC\norder asserts it violated. The CFTC previously fined Bitfinex in 2016 on similar charges.\n\n \n\nUSDC is a reserve-backed stablecoin issued by\nCircle Internet Financial that is commonly used as a method of payment in digital asset markets, including the Solana market. While USDC\nis designed to maintain a stable value at US$1.00 at all times, on March 10, 2023, the value of USDC fell below $1.00 for multiple days\nafter Circle Internet Financial disclosed that US$3.3 billion of the USDC reserves were held at Silicon Valley Bank, which had entered\nFDIC receivership earlier that day. Stablecoins are reliant on the U.S. banking system and U.S. treasuries, and the failure of either\nto function normally could impede the function of stablecoins, and therefore could adversely affect the Company’s financial condition.\n\n \n\nGiven the foundational role that stablecoins\nplay in global digital asset markets, their fundamental liquidity can have a dramatic impact on the broader digital asset market, including\nthe market for Solana. Because a large portion of the digital asset market still depends on stablecoins such as Tether and USDC, there\nis a risk that a disorderly de-pegging or a run on Tether or USDC could lead to dramatic market volatility in digital assets more broadly.\nVolatility in stablecoins, operational issues with stablecoins (for example, technical issues that prevent settlement), concerns about\nthe sufficiency of any reserves that support stablecoins or potential manipulative activity when unbacked stablecoins are used to pay\nfor other digital assets (including Solana), or regulatory concerns about stablecoin issuers or intermediaries, such as exchanges, that\nsupport stablecoins, or the removal or migration of prominent stablecoins away from the Solana Network, could impact individuals’\nwillingness to trade on trading venues that rely on stablecoins, reduce liquidity in the Solana market, and affect the value of Solana,\nand in turn impact the Company’s financial condition.\n\n** **\n\n**If the digital assets generated and/or\ntransaction fees earned for recording transactions on the Solana Network are not sufficiently high to incentivize validators, or if certain\njurisdictions continue to limit or otherwise regulate validating activities, validators may cease expanding validating power or demand\nhigh transaction fees, which could negatively impact the value of Solana and the Company’s financial condition.**\n\n \n\nIf the digital asset “awards” for\nvalidating blocks or the transaction fees for recording transactions on the Solana Network are not sufficiently high to incentivize validators,\nor if certain jurisdictions continue to limit or otherwise regulate validating activities, validators may cease expending validating\npower to validate blocks and confirmations of transactions on the Solana blockchain could be slowed. For example, the realization of\none or more of the following risks could materially adversely affect the Company’s financial condition:\n\n \n\n●A\nreduction in the processing power expended by validators on the Solana Network could increase\nthe likelihood of a malicious actor or botnet (a volunteer or hacked collection of computers\ncontrolled by networked software coordinating the actions of the computers) obtaining control.\nSee “—The Solana Network could be vulnerable to attacks on transaction finality\nand consensus processes, which could adversely affect the Company’s financial condition\nor the ability of the Company to operate” below.\n\n \n\n●Validators\nhave historically accepted relatively low transaction confirmation fees on most digital asset\nnetworks. If validators demand higher transaction fees for recording transactions in the\nSolana blockchain or a software upgrade automatically charges fees for all transactions on\nthe Solana Network, the cost of using Solana may increase and the marketplace may be reluctant\nto accept Solana as a means of payment. Alternatively, validators could collude in an anti-competitive\nmanner to reject low transaction fees on the Solana Network and force users to pay higher\nfees, thus reducing the attractiveness of the Solana Network. Higher transaction confirmation\nfees resulting through collusion or otherwise may adversely affect the attractiveness of\nthe Solana Network, the value of Solana and the Company’s financial condition.\n\n \n\n17\n\n \n\n \n\n●To\nthe extent that any validators cease to record transactions that do not include the payment\nof a transaction fee in blocks or do not record a transaction because the transaction fee\nis too low, such transactions will not be recorded on the Solana blockchain until a block\nis validated by a validator who does not require the payment of transaction fees or is willing\nto accept a lower fee. Any widespread delays or disruptions in the recording of transactions\ncould result in a loss of confidence in the Solana Network and could prevent the Company\nfrom completing transactions associated with the day-to-day operations of the Company.\n\n \n\n●During\nthe course of ordering transactions and validating blocks, validators may be able to prioritize\ncertain transactions in return for increased transaction fees, an incentive system known\nas “Maximal Extractable Value” or MEV. For example, in blockchain networks that\nfacilitate DeFi protocols in particular, such as the Solana Network, users may attempt to\ngain an advantage over other users by increasing offered transaction fees. Certain software\nsolutions, such as Flashbots, have been developed which facilitate validators in capturing\nMEV produced by these increased fees. The MEV incentive system may lead to an increase in\ntransaction fees on the Solana Network, which may diminish its use. Users or other stakeholders\non the Solana Network could also view the existence of MEV as unfair manipulation of decentralized\ndigital asset networks, and refrain from using DeFi protocols or the Solana Network generally.\nIn addition, it is possible regulators or legislators could enact rules which restrict the\nuse of MEV, which could diminish the popularity of the Solana Network among users and validators.\nAny of these or other outcomes related to MEV may adversely affect the value of Solana and\nthe Company’s financial condition.\n\n ** **\n\n**Validators may suffer losses due to staking,\nor staking may prove unattractive to validators, which could make the Solana Network less attractive.**\n\n \n\nValidation on the Solana Network requires Solana\nto be transferred into smart contracts on the underlying blockchain networks not under the Company’s or anyone else’s control.\nIf the Solana Network source code or protocol fail to behave as expected, suffer cybersecurity attacks or hacks, experience security\nissues, or encounter other problems, such assets may be irretrievably lost. As part of the “activating” and “de-activating”\nor “cooling down” processes of staking, staked Solana will be inaccessible for a variable period of time determined by a\nrange of factors, resulting in potential inaccessibility during those periods. “Activation” is the funding of a validator\nto be included in the active set, thereby allowing the validator to participate in the Solana Network’s proof-of-stake consensus\nprotocol. “De-activating” is the request to exit from the active set and no longer participate in the Solana Network’s\nproof-of-stake consensus protocol. As part of these “activating” and “de-activating” processes of staking on\nthe Solana Network, any staked Solana will be inaccessible for a period of time. The duration of activating and exiting periods are dependent\non a range of factors. However, depending on demand, un-staking can take between one to several epochs to complete. An epoch is approximately\ntwo days long on the Solana Network.\n\n \n\nThe Solana Network requires the payment of base\nfees and the practice of paying prioritization fees is common, and such fees can become significant as the amount and complexity of the\ntransaction grows, depending on the degree of network congestion and the price of Solana. Any cybersecurity attacks, security issues,\nhacks, penalties, slashing events, or other problems could damage validators’ willingness to participate in validation, discourage\nexisting and future validators from serving as such, and adversely impact the Solana Network’s adoption or the price of Solana.\nAny disruption of validation on the Solana Network could interfere with network operations and cause the Solana Network to be less attractive\nto users and application developers than competing blockchain networks, which could cause the price of Solana to decrease. The limited\nliquidity during the “activation” or “de-activation” processes could dissuade potential validators from participating,\nwhich could interfere with network operations or security and cause the Solana Network to be less attractive to users and application\ndevelopers than competing blockchain networks, which could cause the price of Solana to decrease.\n\n** **\n\n**Operational cost may exceed the award for\nvalidating transaction, and increased transaction fees may adversely affect the usage of the Solana Network.**\n\n \n\nIf transaction confirmation fees become too high,\nthe marketplace may be reluctant to use the Solana Network. This may result in decreased usage and limit expansion of the Solana Network\nin the retail, commercial and payments space, adversely impacting investment in the Company. Conversely, if the reward for validators\nor the value of the transaction fees is insufficient to motivate validators, they may cease to validate transactions.\n\n \n\nUltimately, if the awards of new Solana and costs\nof validating transactions grow disproportionately, validators may operate at a loss, transition to other networks, or cease operations\naltogether. Each of these outcomes could, in turn, slow transaction validation and usage, which could have a negative impact on the Solana\nNetwork and could adversely affect the value of the Solana held by the Company.\n\n \n\n18\n\n \n\n \n\nAs a result of Solana’s fee burning mechanism,\nthe incentives for validators to validate transactions with higher fees are reduced, since those validators would not receive those fees. \n\n \n\nAn acute cessation of validator operations would\nreduce the collective processing power on the Solana Network, which would adversely affect the transaction verification process by temporarily\ndecreasing the speed at which blocks are added to the blockchain and make the blockchain more vulnerable to a malicious actor obtaining\ncontrol in excess of the relevant threshold of the processing power on the blockchain. Reductions in processing power could result in\nmaterial, though temporary, delays in transaction confirmation time. Any reduction in confidence in the transaction verification process\nmay adversely impact the value of the ordinary shares of the Company or the ability of the Company to operate.\n\n** **\n\n**There are risks associated with anonymity\nand illicit financing.**\n\n \n\nAlthough transaction details of peer-to-peer\ntransactions are recorded on the Solana Network, a buyer or seller of digital assets on a peer-to-peer basis directly on the Solana Network\nmay never know to whom the public key belongs or the true identity of the party with whom it is transacting. Public key addresses are\nrandomized sequences of alphanumeric characters that, standing alone, do not provide sufficient information to identify users. In addition,\ncertain technologies may obscure the origin or chain of custody of digital assets. The opaque nature of the market poses asset verification\nchallenges for market participants, regulators and auditors and gives rise to an increased risk of manipulation and fraud, including\nthe potential for Ponzi schemes, bucket shops and pump-and-dump schemes. Digital assets have in the past been used to facilitate illicit\nactivities. If a digital asset were used to facilitate illicit activities, businesses that facilitate transactions in such digital assets\ncould be at increased risk of potential criminal or civil liability or lawsuits, or of having banking or other services cut off, and\nsuch digital asset could be removed from digital asset platforms. Any of the aforementioned occurrences could adversely affect the price\nof the relevant digital asset, the attractiveness of the respective blockchain network and the Company’s financial condition. If\nthe Company were to transact with a sanctioned entity, the Company would be at risk of potential criminal or civil lawsuits or liability.\n\n \n\nIllicit financing risks are present in the digital\nasset markets, including markets for Solana. There can be no assurance that any measures employed by the Company will prove successful\nin reducing illicit financing risks, and the Company is subject to the complex illicit financing risks and vulnerabilities present in\nthe digital asset markets. If such risks eventuate, the Company or its affiliates could face civil or criminal liability, fines, penalties,\nor other punishments; be subject to investigation; have their assets frozen; lose access to banking services or services provided by\nother service providers; or suffer disruptions to their operations, any of which could negatively affect the Company’s ability\nto operate or impact the Company’s financial condition.\n\n \n\nThe Company intends only to interact with known\nthird-party service providers with respect to whom the Company or its affiliates have confidence. Even with the exercise of reasonable\nprecautions, there is no guarantee that the measures employed by the Company will prove effective in identifying all possible sources\nof illicit financing risks.\n\n** **\n\n**Unlike some digital assets, which have\na limit on outstanding supply, there is no limit on the supply of Solana.**\n\n \n\nSome digital assets, such as bitcoin, have a\nlimit on outstanding supply (a so-called “hard cap”) on the supply of outstanding digital assets. There is no hard cap on\nthe supply of Solana, which will continue to be issued as a reward to validators for new blocks. As with many digital assets, the price\nof Solana is heavily influenced by supply and demand. If the supply of Solana is inflationary, then in the absence of deflationary forces,\nSolana could lose value, assuming the same amount of demand.\n\n** **\n\n**A temporary or permanent “fork”\nor a “clone” of the Solana Network could adversely affect the Company’s financial condition.**\n\n \n\nThe Solana Network operates using open-source\nprotocols, meaning that any user can download the software, modify it and then propose that the users and validators of Solana adopt\nthe modification. When a modification is introduced and a substantial majority of users and validators’ consent to the modification,\nthe change is implemented and the network remains uninterrupted. However, if less than a substantial majority of users and validators’\nconsent to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence\nwould be what is known as a “hard fork” of the Solana Network, with one group running the pre-modified software and the other\nrunning the modified software. The effect of such a fork would be the existence of two versions of Solana running in parallel, yet lacking\ninterchangeability. For example, in September 2022, the Ethereum Network transitioned to a proof-of-stake model, in an upgrade referred\nto as the “Merge.” Following the Merge, a hard fork of the Ethereum Network occurred, as certain Ethereum miners and network\nparticipants planned to maintain the proof-of-work consensus mechanism that was removed as part of the Merge. This version of the network\nwas rebranded as “Ethereum Proof-of-Work.”\n\n \n\n19\n\n \n\n \n\nForks may also occur as a network community’s\nresponse to a significant security breach. For example, in July 2016, the Ethereum Network “forked” into ether and a new\ndigital asset, Ethereum Classic, as a result of the Ethereum Network community’s response to a significant security breach. In\nJune 2016, an anonymous hacker exploited a smart contract running on the Ethereum Network to syphon approximately $60 million of ether\nheld by the DAO, a distributed autonomous organization, into a segregated account. In response to the hack, most participants in the\nEthereum community elected to adopt a “fork” that effectively reversed the hack. However, a minority of users continued to\ndevelop the original blockchain, referred to as “Ethereum Classic” with the digital asset on that blockchain now referred\nto as ETC. ETC now trades on several digital asset trading platforms. A fork may also occur as a result of an unintentional or unanticipated\nsoftware flaw in the various versions of otherwise compatible software that users run. Such a fork could lead to users and validators\nabandoning the digital asset with the flawed software. It is possible, however, that a substantial number of users and validators could\nadopt an incompatible version of the digital asset while resisting community-led efforts to merge the two chains. This could result in\na permanent fork, as in the case of ether and Ethereum Classic.\n\n \n\nFurthermore, a hard fork can lead to new security\nconcerns. For example, when the Ethereum Network and Ethereum Classic Network, two other digital asset networks, split in July 2016,\nreplay attacks, in which transactions from one network were rebroadcast to nefarious effect on the other network, plagued ether trading\nplatforms through at least October 2016. An ether trading platform announced in July 2016 that it had lost 40,000 Ethereum Classic, worth\nabout $100,000 at that time, as a result of replay attacks. Similar replay attack concerns occurred in connection with the Bitcoin Cash\nand Bitcoin Satoshi’s Vision networks split in November 2018. Another possible result of a hard fork is an inherent decrease in\nthe level of security due to significant amounts of validating power remaining on one network or migrating instead to the new forked\nnetwork. After a hard fork, it may become easier for an individual validator or validating pool’s validating power to exceed 50%\nof the validating power of a digital asset network that retained or attracted less validating power, thereby making digital asset networks\nthat rely on proof-of-stake more susceptible to attack.\n\n \n\nProtocols may also be cloned. Unlike a fork,\nwhich modifies an existing blockchain, and results in two competing networks, each with the same genesis block, a “clone”\nis a copy of a protocol’s codebase, but results in an entirely new blockchain and new genesis block. Tokens are created solely\nfrom the new “clone” network and, in contrast to forks, holders of tokens of the existing network that was cloned do not\nreceive any tokens of the new network. A “clone” results in a competing network that has characteristics substantially similar\nto the network it was based on, subject to any changes as determined by the developer(s) that initiated the clone.\n\n \n\nA hard fork may adversely affect the price of\nSolana at the time of announcement or adoption. For example, the announcement of a hard fork could lead to increased demand for the pre-fork\ndigital asset, in anticipation that ownership of the pre-fork digital asset would entitle holders to a new digital asset following the\nfork. The increased demand for the pre-fork digital asset may cause the price of the digital asset to rise. After the hard fork, it is\npossible the aggregate price of the two versions of the digital asset running in parallel would be less than the price of the digital\nasset immediately prior to the fork. Furthermore, while the Company would be entitled to both versions of the digital asset running in\nparallel, the Company will, as permitted by the terms of its applicable agreements, determine which version of the digital asset is generally\naccepted as the Solana Network and should therefore be considered the appropriate network for the Company’s purposes, and there\nis no guarantee that the Company will choose the digital asset that is ultimately the most valuable fork.\n\n \n\nEither of these events could therefore adversely\nimpact the Company’s financial condition. As an illustrative example of a digital asset hard fork, following the DAO hack in July\n2016, holders of ether voted on-chain to reverse the hack, effectively causing a hard fork. For the days following the vote, the price\nof ether rose from $11.65 on July 15, 2016 to $14.66 on July 21, 2016, the day after the first Ethereum Classic block was mined. A clone\nmay also adversely affect the price of Solana at the time of announcement or adoption. For example, on November 6, 2016, Rhett Creighton,\na Zcash developer, cloned the Zcash Network to launch Zclassic, a substantially identical version of the Zcash Network that eliminated\nthe Founders’ Reward. For the days following the date the first Zclassic block was mined, the price of ZEC fell from $504.57 on\nNovember 5, 2016 to $236.01 on November 7, 2016 in the midst of a broader sell off of ZEC beginning immediately after the Zcash Network\nlaunch on October 28, 2016. A clone may also adversely affect the price of Solana at the time of announcement or adoption. A future fork\nin or clone of the Solana Network could adversely affect the Company’s financial condition or the ability of the Company to operate.\n\n \n\n20\n\n \n\n \n\n**In the event of a hard fork of the Solana\nNetwork, the Company will, if permitted by the terms of its applicable agreements, use its discretion to determine which network should\nbe considered the appropriate network for the Company’s purposes, and in doing so may adversely affect the Company’s financial\ncondition.**\n\n \n\nIn the event of a hard fork of the Solana Network,\nthe Company will, if permitted by the terms of its applicable agreements, use its discretion to determine, in good faith, which peer-to-peer\nnetwork, among a group of incompatible forks of the Solana Network, is generally accepted as the Solana Network and should therefore\nbe considered the appropriate network for the Company’s purposes. The Company will base its determination on a variety of then\nrelevant factors, including, but not limited to, the Company’s beliefs regarding expectations of the core developers of Solana,\nusers, service providers, businesses, validators and other constituencies, as well as the actual continued acceptance of, validation\npower on, and community engagement with, the Solana Network. There is no guarantee that the Company will choose the digital asset that\nis ultimately the most valuable fork, and the Company’s decision may adversely affect the Company’s financial condition as\na result. The Company may also disagree with its shareholders and security vendors on what is generally accepted as Solana and should\ntherefore be considered “Solana” for the Company’s purposes, which may also adversely affect the Company’s financial\ncondition as a result.\n\n** **\n\n**In the event of a hard fork of the Solana\nNetwork, the Solana Custodians operations may be interrupted or subject to additional security risks that could disrupt the Company’s\nability to process creations and redemptions or otherwise threaten the security of the Company’s Solana holdings.**\n\n \n\nIn the event of a hard fork of the Solana Network,\nthe Solana Custodians may temporarily halt the ability of customers (including the Company) to deposit, withdraw or transfer Solana on\nthe Solana Custodians platform. Such a delay may be intended to permit the Solana Custodians to assess the resulting versions of the\nSolana Network, to determine how best to securely “split” the Solana from the forked asset, and to prevent malicious users\nfrom conducting “replay attacks” (*i.e.*, broadcasting transactions on both versions of the forked networks to put Solana\nCustodians assets at risk). As a result, the Company is likely to suspend creations and redemptions during a period in which the Solana\nCustodians operations are halted.\n\n \n\nIn addition, any losses experienced by the Solana\nCustodians due to a hard fork, including due to replay attacks or technological errors in assessing the fork, could have a materially\nadverse impact on the Company’s financial condition.\n\n**  **\n\n**The Solana Network could be vulnerable\nto attacks on transaction finality and consensus processes, which could adversely affect the Company’s financial condition or the\nability of the Company to operate.**\n\n \n\nThe Solana Network is currently vulnerable to\nseveral types of attacks, including:\n\n \n\n●“33% attack”\nwhere, if a validator or group of validators were to gain control of more than 33% of the\ntotal staked Solana on the Solana Network, a malicious actor could temporarily impede or\ndelay block confirmation or even cause a temporary fork in the blockchain.\n\n \n\n \n●\n“50% attack” where, if a validator or group of validators acting in concert were to gain\ncontrol of more than 50% of the total staked Solana on the Solana Network, a malicious actor would be able to gain full control of\nthe Solana Network and the ability to manipulate the blockchain on a forward-looking basis, including censoring transactions following\nthe achievement of threshold, double-spending and fraudulent block propagation, while the attacker maintains the threshold. In theory,\nthe minority non-attackers might reach social consensus to reject blocks proposed by the malicious majority attacker, reducing the\nattacker’s ability to engage in malicious activity, but there can be no assurance this would happen or that non-attackers would\nbe able to coordinate effectively.\n\n \n\n \n●\n“>66% attack” where, if a validator or group of validators acting in concert were\nto gain control of more than 66% of the total staked Solana on the Solana Network, a malicious actor could permanently and irreversibly\nmanipulate the blockchain, including censorship, double-spending and fraudulent block propagation, both on a forward-and backward-looking\nbasis. The attacker could unilaterally finalize their preferred chain without the votes of any other stakers, and could also reverse\npast finalized blocks.\n\n \n\n21\n\n \n\n \n\nIf a malicious actor, group or botnet (a volunteer\nor hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains certain percentages\nof the validating power dedicated to validation on the Solana Network is controlled by a bad actor (often referred to as a “51%\nattack”, though the numerical thresholds vary in the proof-of-stake consensus mechanism of the Solana Network), it may be able\nto alter the Solana blockchain on which the Solana Network and Solana transactions rely. The Solana Network’s proof-of-stake consensus\nmechanism requires a 2/3 supermajority of validators who have staked Solana to vote in favor in order to finalize transactions and add\nblocks to the Solana blockchain. If the bad actor were to obtain 2/3 of the total Solana staked in validation processes, it is widely\nbelieved that the bad actor could construct fraudulent blocks, “double-spend” its own Solana (i.e., spend the same Solana\nin more than one transaction), or censor other users’ transactions by preventing them from being confirmed while continuing to\nvalidate and confirm its own transactions and earn the associated block reward, thereby enriching itself while also entrenching its own\ncontrol of the Solana blockchain. If the bad actor were to obtain 1/3 of the total Solana staked in validation processes, the bad actor\ncould prevent certain transactions from completing in a timely manner, or at all, and prevent the confirmation of other users’\ntransactions, though this would likely be temporary (since it would likely be penalized for inactivity leakage, resulting in the bad\nactor’s staked Solana being slashed, as defined below) and it likely could not double spend or propagate fraudulent blocks without\nthe 66% supermajority of staked assets. With control of the respective threshold of total staked assets on the Solana Network, it could\nbe possible for the malicious actor to control, exclude or modify the ordering of transactions on the Solana blockchain and prevent the\nconfirmation of other users’ transactions, while continuing to mine new Solana and confirm its own blocks, for so long as it maintained\ncontrol. To the extent that such malicious actor or botnet did not yield its control of the validating power on the Solana Network or\nthe Solana community did not reject the fraudulent blocks as malicious or to the extent that such bad actor did not yield its control\nof processing power, reversing any changes made to the Solana blockchain may be difficult or impossible. Further, a malicious actor or\nbotnet could create a flood of transactions in order to slow down the Solana Network.\n\n  \n\nFor example, in August 2020, the Ethereum Classic\nNetwork was the target of two double-spend attacks by an unknown actor or actors that gained more than 50% of the processing power of\nthe Ethereum Classic Network. The attacks resulted in reorganizations of the Ethereum Classic blockchain that allowed the attacker or\nattackers to reverse previously recorded transactions in excess of $5.0 million and $1.0 million. Any similar attacks on the Solana Network\ncould negatively impact the value of Solana and the Company’s financial condition.\n\n \n\nIn addition, in May 2019, the Bitcoin Cash network\nexperienced a 51% attack when two large mining pools reversed a series of transactions in order to stop an unknown miner from taking\nadvantage of a flaw in a recent Bitcoin Cash protocol upgrade. Although this particular attack was arguably benevolent, the fact that\nsuch coordinated activity was able to occur may negatively impact perceptions of the Bitcoin Cash network. Although the two attacks described\nabove took place on proof-of-work-based networks, it is possible that a similar attack may occur on the Solana Network, which could negatively\nimpact the value of Solana and the Company’s financial condition.\n\n \n\nAlthough there are no known reports of malicious\ncontrol of the Solana network, its security relies on the decentralization of voting power; if coordinating groups were to control a\nsignificant portion of all staked Solana, they could exert authority over the finalization of transactions and the integrity of the ledger.\nThis risk is heightened if a significant amount of the validating power on the network falls within the jurisdiction of a single governmental\nauthority. If network participants, including the core developers and the administrators of validating pools, do not act to ensure greater\ndecentralization of Solana, the feasibility of a malicious actor obtaining control of the validating power on the Solana Network will\nincrease, which may adversely affect the value Solana and the Company’s financial condition.\n\n \n\nA malicious actor may also\nobtain control over the Solana Network through its influence over core developers by gaining direct control over a core developer or\nan otherwise influential programmer. To the extent that users and validators accept amendments to the source code proposed by the controlled\ncore developer, other core developers do not counter such amendments, and such amendments enable the malicious exploitation of the Solana\nNetwork, the risk that a malicious actor may be able to obtain control of the Solana Network in this manner exists. Moreover, it is possible\nthat a group of Solana holders that together control a significant portion of outstanding Solana are in fact part of the initial or core\ndeveloper group, or are otherwise influential members of the Solana community. To the extent that the initial or existing core developer\ngroups also control more than the relevant thresholds of outstanding Solana, as some believe, the risk of and arising from this particular\ngroup of users obtaining control of the validating power on the Solana Network will be even greater, and should this materialize, it\nmay adversely affect the Company’s financial condition.** **\n\n** **\n\n**If validators exit the Solana Network,\nit could increase the likelihood of a malicious actor obtaining control.**\n\n \n\nValidators exiting the network could make the\nSolana Network more vulnerable to a malicious actor obtaining control of a large percentage of staked Solana, which might enable them\nto manipulate the Solana blockchain by censoring or manipulating specific transactions, as discussed previously. If the Solana blockchain\nsuffers such an attack, the price of Solana could be negatively affected, and a loss of confidence in the Solana Network could result.\nAny reduction in confidence in the transaction confirmation process or staking power of the Solana Network may adversely affect the Company’s\nfinancial condition.\n\n** **\n\n22\n\n \n\n** **\n\n**The digital asset trading platforms on\nwhich Solana trades are relatively new and largely unregulated or may not be complying with existing regulations.**\n\n \n\nDigital asset trading platforms are relatively\nnew and, in some cases, unregulated. Many operate outside the United States.\n\n \n\nFurthermore, while many prominent digital asset\ntrading platforms provide the public with significant information regarding their ownership structure, management teams, corporate practices\nand regulatory compliance, many digital asset trading platforms do not provide this information. Digital asset trading platforms may\nnot be subject to, or may not comply with, regulation in a similar manner as other regulated trading platforms, such as national securities\nexchanges or designated contract markets. As a result, the marketplace may lose confidence in digital asset trading platforms, including\nprominent trading platforms that handle a significant volume of Solana trading.\n\n \n\nMany digital asset trading platforms are unlicensed,\nunregulated, operate without extensive supervision by governmental authorities, and do not provide the public with significant information\nregarding their ownership structure, management team, corporate practices, cybersecurity, and regulatory compliance. In particular, those\nlocated outside the United States may be subject to significantly less stringent regulatory and compliance requirements in their local\njurisdictions, and may take the position that they are not subject to laws and regulations that would apply to a national securities\nexchange or designated contract market in the United States, or may, as a practical matter, be beyond the ambit of U.S. regulators. As\na result, trading activity on or reported by these digital asset trading platforms is generally significantly less regulated than trading\nin regulated U.S. securities and commodities markets, and may reflect behavior that would be prohibited in regulated U.S. trading venues.\nFor example, in 2019 there were reports claiming that approximately 81% of bitcoin trading volume on digital asset trading platforms\nwas false or noneconomic in nature, with specific focus on unregulated trading platforms located outside of the United States. Such reports\nalleged that certain overseas trading platforms have displayed suspicious trading activity suggestive of a variety of manipulative or\nfraudulent practices, such as fake or artificial trading volume or trading volume based on non-economic “wash trading” (where\noffsetting trades are entered into for other than bona fide reasons, such as the desire to inflate reported trading volumes), and attributed\nsuch manipulative or fraudulent behavior to motives like the incentive to attract listing fees from token issuers who seek the most liquid\nand high-volume trading platforms on which to list their coins. Although these reports concerned bitcoin, it is possible that similar\nconcerns are present for Solana markets as well.\n\n \n\nOther academics and market observers have put\nforth evidence to support claims that manipulative trading activity has occurred on certain digital asset trading platforms. For example,\nin a 2017 paper titled “Price Manipulation in the Bitcoin Ecosystem” sponsored by the Interdisciplinary Cyber Research Center\nat Tel Aviv University, a group of researchers used publicly available trading data, as well as leaked transaction data from a 2014 Mt.\nGox security breach, to identify and analyze the impact of “suspicious trading activity” on Mt. Gox between February and\nNovember 2013, which, according to the authors, caused the price of bitcoin to increase from around $150 to more than $1,000 over a two-month\nperiod.\n\n \n\nIn August 2017, it was reported that a trader\nor group of traders nicknamed “Spoofy” was placing large orders on Bitfinex without actually executing them, presumably in\norder to influence other investors into buying or selling by creating a false appearance that greater demand existed in the market. In\nDecember 2017, an anonymous blogger (publishing under the pseudonym Bitfinex’d) cited publicly available trading data to support\nhis or her claim that a trading bot nicknamed “Picasso” was pursuing a paint-the-tape-style manipulation strategy by buying\nand selling bitcoin and bitcoin cash between affiliated accounts in order to create the appearance of substantial trading activity and\nthereby influence the price of such assets. Although bitcoin and Solana are different assets, Solana prices may be subject to similar\nactivity. Even in the United States, there have been allegations of wash trading even on regulated venues. Any actual or perceived false\ntrading in the digital asset exchange market, and any other fraudulent or manipulative acts and practices, could adversely affect the\nvalue of digital assets and/or negatively affect the market perception of digital assets.\n\n \n\nThe Solana market globally and in the United\nStates is not subject to comparable regulatory guardrails as exist in regulated securities markets. Furthermore, many Solana trading\nvenues lack certain safeguards put in place by exchanges for more traditional assets to enhance the stability of trading on the exchanges\nand prevent “flash crashes,” such as limit-down circuit breakers. As a result, the prices of Solana on trading venues may\nbe subject to larger and/or more frequent sudden declines than assets traded on more traditional exchanges. Tools to detect and deter\nfraudulent or manipulative trading activities such as market manipulation, front-running of trades, and wash-trading may not be available\nto or employed by digital asset trading platforms, or may not exist at all.\n\n \n\n23\n\n \n\n \n\n**Digital asset trading platforms may be\nexposed to security breaches.**\n\n \n\nThe nature of the assets held at Solana trading\nplatforms makes them appealing targets for hackers and a number of digital asset trading platforms have been victims of cybercrimes.\nOver the past several years, some digital asset trading platforms have been closed due to security breaches. In many of these instances,\nthe customers of such digital asset trading platforms were not compensated or made whole for the partial or complete losses of their\naccount balances in such digital asset trading platforms. While, generally speaking, smaller digital asset trading platforms are less\nlikely to have the infrastructure and capitalization that make larger digital asset trading platforms more stable, larger digital asset\ntrading platforms are more likely to be appealing targets for hackers and malware. For example, the collapse of Mt. Gox, which filed\nfor bankruptcy protection in Japan in late February 2014, demonstrated that even the largest digital asset trading platforms could be\nsubject to abrupt failure with consequences both for users of digital asset trading platforms and for the digital asset industry as a\nwhole. In particular, in the two weeks that followed the February 7, 2014 halt of bitcoin withdrawals from Mt. Gox, the value of one\nbitcoin fell on other exchanges from around $795 on February 6, 2014, to $578 on February 20, 2014. Additionally, in January 2015, Bitstamp\nannounced that approximately 19,000 bitcoin had been stolen from its operational or “hot” wallets. Further, in August 2016,\nit was reported that almost 120,000 bitcoins worth around $78 million were stolen from Bitfinex, a large digital asset exchange. The\nvalue of bitcoin and other digital assets immediately decreased by more than 10% following reports of the theft at Bitfinex. In July\n2017, FinCEN assessed a $110 million fine against BTC-e, a now-defunct digital asset exchange, for facilitating crimes such as drug sales\nand ransomware attacks. In December 2017, Yapian, the operator of Seoul-based cryptocurrency exchange Youbit, suspended digital asset\ntrading and filed for bankruptcy following a hack that resulted in a loss of 17% of Yapian’s assets. Following the hack, Youbit\nusers were allowed to withdraw approximately 75% of the digital assets in their exchange accounts, with any potential further distributions\nto be made following Yapian’s pending bankruptcy proceedings. In January 2018, the Japanese digital asset trading platform, Coincheck\nwas hacked, resulting in losses of approximately $535 million, and in February 2018, the Italian digital asset trading platform Bitgrail\nwas hacked, resulting in approximately $170 million in losses. In May 2019, one of the world’s largest digital asset trading platforms,\nBinance, was hacked, resulting in losses of approximately $40 million.\n\n** **\n\n**Digital asset trading platforms may be\nexposed to fraud and market manipulation.**\n\n \n\nThe blockchain infrastructure could be used by\ncertain market participants to exploit arbitrage opportunities through schemes such as front-running, spoofing, pump-and-dump and fraud\nacross different systems, platforms or geographic locations. As a result of reduced oversight, these schemes may be more prevalent in\ndigital asset markets than in the general market for financial products.\n\n \n\nThe SEC has identified possible sources of fraud\nand manipulation in the Solana market generally, including, among others (1) “wash trading”; (2) persons with a dominant\nposition in Solana manipulating Solana pricing; (3) hacking of the Solana Network and trading platforms; (4) malicious control of the\nSolana Network; (5) trading based on material, non-public information (for example, plans of market participants to significantly increase\nor decrease their holdings in Solana or new sources of demand for Solana) or based on the dissemination of false and misleading information;\n(6) manipulative activity involving purported “stablecoins,” including Tether (for more information, see “—Risks\nRelated to Digital Assets—*The price of Solana may be affected due to stablecoins (including Tether and US Dollar Coin (“USDC”)),\nthe activities of stablecoin issuers and their regulatory treatment*” above); and (7) fraud and manipulation at Solana trading\nplatforms. The effect of potential market manipulation, front-running, wash-trading, and other fraudulent or manipulative trading practices\nmay inflate the volumes actually present in crypto market and/or cause distortions in price, which could adversely affect the Company\nor cause losses to our shareholders.\n\n \n\nOver the past several years, some digital asset\ntrading platforms have been closed due to fraud and manipulative activity, business failure or security breaches. For instance, in addition\nto the above examples, in November 2022, FTX Trading Ltd. (“FTX”), one of the largest digital asset trading platforms by\nvolume at the time, halted customer withdrawals amid rumors of the company’s liquidity issues and likely insolvency, which were\nsubsequently corroborated by its CEO. Shortly thereafter, FTX’s CEO resigned and FTX and many of its affiliates filed for bankruptcy\nin the United States, while other affiliates have entered insolvency, liquidation, or similar proceedings around the globe. The U.S.\nDepartment of Justice brought criminal fraud and other charges, and the SEC and CFTC brought civil securities and commodities fraud charges,\nagainst certain of FTX’s and its affiliates’ senior executives, including its former CEO. Around the same time, there were\nreports that approximately $300-600 million of digital assets were removed from FTX and the full facts remain unknown, including whether\nsuch removal was the result of a hack, theft, insider activity, or other improper behavior. In February 2025, approximately $1.5 billion\nof ether was stolen from the Dubai-based Bybit exchange. Bybit claims the hack occurred when the company was making a routine transfer\nof ether from an offline “cold” wallet to a hot wallet, with attacker suspected to be agents of North Korea exploiting security\ncontrols to gain control of the assets.\n\n \n\nThe potential consequences of a digital asset\ntrading platform failure or failure to prevent market manipulation could adversely affect the Company’s financial condition. Manipulative\ntrading or market abuse could create artificial or distorted prices, cause a loss of investor confidence in Solana, adversely impact\npricing trends in Solana markets broadly, and cause losses from an investment in ordinary shares of the Company.\n\n \n\n24\n\n \n\n \n\nIn addition, negative perception, a lack of stability\nand standardized regulation in the digital asset markets and the closure or temporary shutdown of digital asset trading platforms due\nto fraud, business failure, security breaches or government mandated regulation, and associated losses by customers, may reduce confidence\nin the Solana Network and result in greater volatility or decreases in the prices of Solana. Furthermore, the closure or temporary shutdown\nof a digital asset exchange used in calculating the Pricing Benchmark may result in a loss of confidence in the Company’s ability\nto determine its NAV on a daily basis. The potential consequences of a digital asset exchange’s failure could adversely affect\nthe Company’s financial condition.\n\n** **\n\n**Digital asset trading platforms may be\nexposed to wash trading.**\n\n \n\nSolana trading platforms on which Solana trades\nmay be susceptible to wash trading. Wash trading occurs when offsetting trades are entered into for other than bona fide reasons, such\nas the desire to inflate reported trading volumes. Wash trading may be motivated by non-economic reasons, such as a desire for increased\nvisibility on popular websites that monitor markets for digital assets so as to improve their attractiveness to investors who look for\nmaximum liquidity, or it may be motivated by the ability to attract listing fees from token issuers who seek the most liquid and high-volume\nexchanges on which to list their coins. Results of wash trading may include unexpected obstacles to trade and erroneous investment decisions\nbased on false information. Even in the United States, there have been allegations of wash trading even on regulated venues. Any actual\nor perceived false trading in the global digital asset trading market, and any other fraudulent or manipulative acts and practices, could\nadversely affect the value of Solana and/or negatively affect the market perception of Solana. If such activities were to affect trading\nat a trading platform which is used to calculate the CME CF Solana – Dollar Reference Rate – New York Variant, they could\ncause the Company’s NAV to be calculated incorrectly and cause our shareholders to suffer losses.\n\n \n\nTo the extent that wash trading either occurs\nor appears to occur in Solana trading platforms on which Solana trades, investors may develop negative perceptions about Solana and the\ndigital assets industry more broadly, which could adversely impact the price of Solana and, therefore, the price of Shares. Wash trading\nalso may place more legitimate digital asset trading platforms at a relative competitive disadvantage.\n\n** **\n\n**Digital asset trading platforms may be\nexposed to front-running.**\n\n \n\nSolana trading platforms on which Solana trades\nmay be susceptible to “front-running,” which refers to the process when someone uses access to confidential information,\nor technology or market advantage to get prior knowledge of upcoming transactions. Front-running is a frequent activity on centralized\nas well as decentralized exchanges. By using bots functioning on a millisecond-scale timeframe, bad actors are able to take advantage\nof the forthcoming price movement and make economic gains at the cost of those who had introduced these transactions. The objective of\na front runner is to buy a chunk of tokens at a low price and later sell them at a higher price while simultaneously exiting the position.\nFront-running can occur via manipulation of transaction validation and mining processes, or the theft or misappropriation of confidential\ninformation by insiders. To the extent that front-running occurs in Solana markets, it may result in concerns as to the price integrity\nof digital asset exchanges and digital assets more generally.\n\n** **\n\n**The market value of Solana may be subject\nto increased volatility due to momentum pricing.**\n\n \n\nThe market price of Solana is not based on any\nkind of claim, nor is it backed by any physical asset. Instead, the market value depends in part on the expectation of being usable in\nfuture transactions and continued interest from investors. This strong correlation between an expectation and market value is the basis\nfor the current (and probable future) volatility of the market price of Solana and may increase the likelihood of momentum pricing.\n\n \n\nMomentum pricing typically is associated with\ngrowth stocks and other assets whose valuation, as determined by the investing public, is impacted by appreciation in value. Momentum\npricing may result in speculation regarding future appreciation in the value of digital assets, which inflates prices and leads to increased\nvolatility. As a result, Solana may be more likely to fluctuate in value due to changing investor confidence in future appreciation or\ndepreciation in prices, which could adversely affect the price of Solana and, in turn, the Company’s financial condition.\n\n \n\nThe value of Solana as represented by the Pricing\nBenchmark may also be subject to momentum pricing due to speculation regarding future appreciation in value, leading to greater volatility\nthat could adversely affect the Company’s financial condition. Momentum pricing of Solana has previously resulted, and may continue\nto result, in speculation regarding future appreciation or depreciation in the price of Solana, further contributing to volatility and\npotentially inflating prices at any given time. These dynamics may impact the value of an investment in us.\n\n \n\nSome market observers have asserted that in time,\nthe value of digital assets will fall to a fraction of their current value, or even to zero. Solana has not been in existence long enough\nfor market participants to assess these predictions with any precision, but if these observers are even partially correct, the Company’s\nfinancial condition may turn out to be substantially worthless.\n\n** **\n\n25\n\n \n\n \n\n**Political or economic crises may motivate\nlarge-scale sales of Solana, which could result in a reduction in the price of Solana and adversely affect the Company’s financial\ncondition.**\n\n \n\nAs an alternative to fiat currencies that are\nbacked by central governments, Solana is subject to supply and demand forces based upon the desirability of an alternative, decentralized\nmeans of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events.\nNevertheless, political or economic crises may motivate large-scale acquisitions or sales of Solana, either globally or locally. Large-scale\nsales of Solana would result in a reduction in its price and adversely affect the Company’s financial condition.\n\n \n\n**Ownership of Solana is pseudonymous, and\nthe supply of accessible Solana is unknown. Entities with substantial holdings in Solana may engage in large-scale sales or distributions,\neither on nonmarket terms or in the ordinary course, which could result in a reduction in the price of Solana and adversely affect the\nCompany’s financial condition.**\n\n \n\nThere is no registry showing which individuals\nor entities own Solana or the quantity of Solana that is owned by any particular person or entity. It is possible, and in fact, reasonably\nlikely, that a small group of early Solana adopters hold a significant proportion of the Solana that has been created to date. There\nare no regulations in place that would prevent a large holder of Solana from selling Solana it holds. To the extent such large holders\nof Solana engage in large-scale sales or distributions, either on nonmarket terms or in the ordinary course, it could result in a reduction\nin the price of Solana and adversely affect the Company’s financial condition.\n\n** **\n\n**Due to the nature of private keys, Solana\ntransactions are irrevocable and stolen or incorrectly transferred Solana may be irretrievable. As a result, any incorrectly executed\nSolana transactions could adversely affect the Company’s financial condition.**\n\n \n\nSolana transactions are typically not reversible\nwithout the consent and active participation of the recipient of the transaction. Once a transaction has been signed with private keys,\nverified and recorded in a block that is added to the Solana blockchain, an incorrect transfer of cryptocurrency, such as Solana, or\na theft of Solana generally will not be reversible and the Company may not be capable of seeking compensation for any such transfer or\ntheft. Although the Company’s transfers of Solana will regularly be made to or from the Company’s accounts at the Solana\nCustodians, it is possible that, through computer or human error, or through theft or criminal action, the Company’s Solana could\nbe transferred from the Company’s account at the Solana Custodians in incorrect amounts or to unauthorized third parties, or to\nuncontrolled accounts. To the extent that the Company is unable to successfully seek redress for such error or theft, such loss could\nadversely affect the Company’s financial condition.\n\n \n\nThe custody of the Company’s Solana is\nhandled by the Solana Custodians, and the transfer of Solana to and from liquidity providers normally takes place through the Solana\nCustodians clearing services and is directed by the administrator and the transfer agent. The Company has evaluated the procedures and\ninternal controls of the Company’s Solana Custodians to safeguard the Company’s Solana holdings, as well as the procedures\nand internal controls of the Company’s administrator.\n\n \n\nHowever, it is possible that, through computer\nor human error, or through theft or criminal action, the Company’s Solana could be transferred from the Company’s Solana\naccount or clearing account at the Solana Custodians in incorrect amounts or to unauthorized third parties, or to incorrect destination\naddresses on the Solana blockchain.\n\n \n\nAlternatively, if the Solana Custodians internal\nprocedures and controls are inadequate to safeguard the Company’s Solana holdings, and the Company’s private key(s) is(are)\nlost, destroyed or otherwise compromised and no backup of the private key(s) is(are) accessible, the Company will be unable to access\nits Solana, which could adversely affect the Company’s financial condition. In addition, if the Company’s private key(s)\nis(are) misappropriated and the Company’s Solana holdings are stolen, including from or by the Solana Custodians, the Company could\nlose some or all of its Solana holdings, which could adversely impact the Company’s financial condition.\n\n \n\nSuch events have occurred in connection with\ndigital assets in the past. For example, in September 2014, the Chinese digital asset exchange Huobi announced that it had sent approximately\n900 bitcoins and 8,000 Litecoins (worth approximately $400,000 at the prevailing market prices at the time) to the wrong customers. To\nthe extent that the Company is unable to seek a corrective transaction with such third party or is incapable of identifying the third\nparty which has received the Company’s Solana through error or theft, the Company will be unable to revert or otherwise recover\nincorrectly transferred Solana. The Company will also be unable to convert or recover its Solana transferred to uncontrolled accounts.\nTo the extent that the Company is unable to seek redress for such error or theft, such loss could adversely affect the Company’s\nfinancial condition.\n\n** **\n\n26\n\n \n\n** **\n\n**A disruption of the internet may affect\nSolana Network operations, which may adversely affect the Solana industry and the Company’s financial condition.**\n\n \n\nThe Solana Network relies on the Internet. A\nsignificant disruption of Internet connectivity (i.e., one that affects large numbers of users or geographic regions) could disrupt the\nSolana Network’s functionality and operations until the disruption of the Internet is resolved. A disruption of the Internet could\nadversely affect the Company’s financial condition or the ability of the Company to operate.\n\n \n\n**Decentralized governance of the Solana\nNetwork could have a negative impact on the performance of the Company.**\n\n \n\nThe governance of decentralized networks, such\nas the Solana Network, is by voluntary consensus and open competition. In other words, the Solana Network has no central decision-making\nbody or clear manner in which participants can come to an agreement other than through voluntary, widespread consensus. As a result,\na lack of widespread consensus in the governance of the Solana Network may adversely affect the network’s utility and ability to\nadapt and face challenges, including technical and scaling challenges. Historically the development of the source code of the Solana\nNetwork has been overseen by Solana Labs, the Solana Foundation, and other core developers. Core developers’ roles evolve over\ntime, largely based on self-determined participation. If a significant majority of users and validators adopt amendments to a decentralized\nnetwork based on the proposals of such core developers, such network will be subject to new protocols that may adversely affect the value\nof the relevant digital asset. However, the Solana Network would cease to operate successfully without both validators and users, and\nthe core developers cannot formally compel them to adopt the changes to the source code desired by core developers, or to continue to\nrender services or participate in the Solana Network. As a general matter, the governance of the Solana Network generally depends on\nmost of the members of the Solana community ultimately reaching some form of voluntary agreement on significant changes.\n\n \n\nThe decentralized governance of the Solana Network\nmay make it difficult to find or implement solutions or marshal sufficient effort to overcome existing or future problems, especially\nprotracted ones requiring substantial directed effort and resource commitment over a long period of time, such as scaling challenges.\nThe Solana Network’s failure to overcome governance challenges could exacerbate problems experienced by the network or cause the\nnetwork to fail to meet the needs of its users, and could cause users, validators, and developer talent to abandon the Solana Network\nor to choose competing blockchain protocols, or lead to a drop in speculative interest, which could cause the value of Solana to decline.\nIf the Solana community is unable to reach consensus in the future, it could have adverse consequences for the network or lead to a fork,\nwhich could affect the value of Solana.\n\n** **\n\n**The open-source structure of the Solana\nNetwork protocol means that the core developers and other contributors are generally not directly compensated for their contributions\nin maintaining and developing the Solana Network protocol. A failure to properly monitor and upgrade the Solana Network protocol could\ndamage the Solana Network and the Company’s financial condition.**\n\n \n\nThe Solana Network operates based on an open-source\nprotocol maintained by the core developers and other contributors, largely on the GitHub resource section dedicated to Solana development.\nAs new Solana are rewarded solely for validator activity (other than the 500 million minted in 2018 upon launch of the Solana testnet)\nand are not sold on an ongoing basis to generate revenue to support development activity, and the Solana Network protocol itself is made\navailable for free rather than sold or made available subject to licensing or subscription fees and its use does not generate revenues\nfor its development team, the core developers are generally not compensated for maintaining and updating the source code for the Solana\nNetwork protocol. Consequently, there is a lack of financial incentive for developers to maintain or develop the Solana Network and the\ncore developers may lack the resources to adequately address emerging issues with the Solana Network protocol. Although the Solana Network\nis currently supported by the core developers, there can be no guarantee that such support will continue or be sufficient in the future.\nThe perception that high-profile contributors may no longer contribute to the network may have an adverse effect on the market price\nof any related digital assets. For example, in June 2017, an unfounded rumor circulated that Ethereum core developer Vitalik Buterin\nhad died. Following the rumor, the price of ETH decreased approximately 20% before recovering after Buterin himself dispelled the rumor.\nSome have speculated that the rumor led to the decrease in the price of ETH. In the event a high-profile contributor to the Solana Network\nis perceived as no longer able to contribute to the Solana Network due to death, retirement, withdrawal, incapacity, or otherwise, whether\nor not such perception is valid, it could negatively affect the price of Solana, which could adversely impact the Company’s financial\ncondition.\n\n \n\nIn another example, FTX, one of the largest digital\nasset trading platforms at the time, experienced a high-profile collapse in November 2022. Along with its CEO Sam Bankman-Fried and Alameda\nResearch (a digital asset trading firm also owned by Bankman-Fried), FTX had provided substantial financial and developmental support\nto the Solana project. Bankman-Fried was also a strong and vocal supporter of Solana and the Solana Network. It does not appear, however,\nthat FTX, Alameda Research, or any other Bankman-Fried-affiliated entity had a formal relationship with Solana Labs or the Solana Foundation,\nor that Solana Labs or the Solana Foundation were involved in any of FTX, Alameda Research or Bankman-Fried’s alleged misconduct.\nBased on public information, it does not appear that FTX or Alameda Research operated a validator node on the Solana Network. The price\nof Solana fell severely immediately following the news of FTX’s insolvency (although it has since recovered substantially).\n\n \n\n27\n\n \n\n \n\nIn the event a high-profile contributor to the\nSolana Network, such as Anatoly Yakovenko, is perceived as no longer contributing to the Solana Network due to death, retirement, withdrawal,\nincapacity, or otherwise, whether or not such perception is valid, it could negatively affect the price of Solana, which could adversely\nimpact the Company’s financial condition.\n\n \n\nAlternatively, some developers may be funded\nby entities whose interests are at odds with other participants in the Solana Network.\n\n \n\nIn addition, a bad actor could also attempt to\ninterfere with the operation of the Solana Network by attempting to exercise a malign influence over a core developer. To the extent\nthat material issues arise with the Solana Network protocol and the core developers and open-source contributors are unable to address\nthe issues adequately or in a timely manner, the Solana Network and the Company’s financial condition may be adversely affected.\n\n** **\n\n**There may be flaws in the source code underlying\nthe Solana Network.**\n\n \n\nIn the past, flaws in the source code for digital\nasset networks have been exposed and exploited, including flaws that disabled some functionality for users, exposed users’ personal\ninformation and/or resulted in the theft of users’ digital assets. Discovery of flaws in or exploitations of the source code that\nallow malicious actors to take or create money in contravention of known network rules have occurred. The cryptography underlying Solana\ncould prove to be flawed or ineffective, or developments in mathematics and/or technology, such as advances in digital computing, algebraic\ngeometry and quantum computing, could make cryptography ineffective. In any of these circumstances, a malicious actor may be able to\nsteal Solana held by others, which could adversely affect the demand for Solana and therefore adversely impact the price of Solana and\nthe Company’s financial condition. Even if a digital asset other than Solana were affected by similar circumstances, any reduction\nin confidence in the robustness of the source code or cryptography underlying digital assets generally could negatively affect the demand\nfor all digital assets, including Solana, and therefore adversely affect the Company’s financial condition.** **\n\n** **\n\n**Competition from the emergence or growth\nof other digital assets or smart contract platforms could have a negative impact on the price of Solana and adversely affect the Company’s\nfinancial condition.**\n\n** **\n\nAs of March 18, 2026, Solana was the seventh\nlargest digital asset by market capitalization as tracked by CoinMarketCap.com. As of March 18, 2026, there were over 16,000 alternative\ndigital assets tracked by CoinMarketCap.com, having a total market capitalization of approximately $2.2 trillion (including the approximately\n$51 billion market cap of Solana), as calculated using market prices and total available supply of each digital asset, excluding tokens\npegged to other assets. Solana faces competition from a wide range of digital assets, including bitcoin and ether. Solana is also supported\nby fewer regulated trading platforms than more established digital assets, such as bitcoin and ether, which could impact its liquidity\nand the Company’s ability to efficiently execute digital currency trades. In addition, Solana is in direct competition with other\nsmart contract platforms, such as ehter, Polkadot, Avalanche, and Cardano. Competition from the emergence or growth of alternative digital\nassets and smart contract platforms, such as EOS, Tezos, Tron, and numerous others, could have a negative impact on the demand for, and\nprice of, Solana, which would adversely affect the Company’s staking rewards, validator economics, trading revenues, and overall\nfinancial condition.\n\n \n\nIn addition, some digital asset networks, including\nthe Solana Network, may be the target of ill will from users of competing digital asset networks. For example, in July 2016, the Solana\nNetwork underwent a contentious hard fork that resulted in the creation of a new digital asset network called Solana Classic. As a result,\nsome users of the Solana Classic network may harbor ill will toward the Solana Network. These users and users of other competing blockchain\necosystems may attempt to negatively impact the use or adoption of the Solana Network through coordinated attacks, negative publicity\ncampaigns, or other means, which could adversely affect the value of the Company’s Solana holdings, reduce network activity that\nsupports validator revenue, and impair the viability of the Company’s staking and validator operations.\n\n \n\nThe Company’s business depends significantly\non the price, demand, and continued adoption of Solana. If developers, users, and capital migrate to competing smart contract platforms,\ndemand for validator services on the Solana Network could decline, reducing the Company’s staking yields and transaction fee revenue.\nIn addition, competition from other Solana validator operators could reduce the Company’s share of staking rewards and weaken its\ncompetitive position. The emergence of liquid staking derivatives or alternative staking mechanisms on the Solana Network or competing\nnetworks could further reduce demand for the Company’s traditional validator services. Moreover, significant price volatility in\nSolana caused by large purchases or sales by institutional investors, exchange-traded products, or other investment vehicles could adversely\naffect the value of the Company’s Solana holdings and its digital currency trading operations.\n\n** **\n\n28\n\n \n\n** **\n\n**Risks Related to the Validator Operations**\n\n** **\n\n**We rely on a third-party service provider\nto operate a Solana validator on our behalf, and any failure, misconduct, or underperformance by such service provider could result in\nfinancial losses, reputational harm, and adverse effects on our business, operating results, and financial condition.**\n\n** **\n\nWe do not own or directly operate a Solana validator.\nInstead, we have engaged a third-party service provider to operate a validator on our behalf for the purpose of participating in the\nSolana network’s proof-of-stake consensus mechanism. Because we do not directly manage the operation of the validator, we face\nheightened operational risks arising from our dependence on this third party. We do not control the technical infrastructure, personnel,\nor internal processes of our third-party validator operator, and we cannot guarantee that such operator will perform its obligations\nto the standard required by us, by the Solana protocol, or by applicable law.\n\n \n\nOur third-party validator operator may be subject\nto financial, legal, regulatory, and labor issues, cybersecurity incidents, hardware or software failures, geopolitical or armed conflict\ndisruptions, or other disruptions beyond our control. If our third-party validator operator experiences any such disruption or fails\nto perform its obligations adequately, we may be unable to procure alternative services in a timely manner and on acceptable terms, or\nat all, and may be subject to business disruptions, financial losses, customer dissatisfaction, reputational damage, regulatory proceedings,\nor other adverse consequences.\n\n \n\nFurthermore, our third-party validator operator\nmay breach its agreement with us, disagree with our interpretation of contract terms, refuse to continue or renew services on commercially\nreasonable terms (or at all), or take actions that degrade the functionality or performance of the validator. There can be no assurance\nthat our third-party validator operator will continue to provide services on acceptable terms, or at all.\n\n \n\n**Our staking activities conducted through\na third-party validator operator are subject to “slashing” penalties and other protocol-level sanctions that could result\nin the loss or confiscation of staked assets.**\n\n** **\n\nThe Solana blockchain network may impose penalties,\ncommonly referred to as “slashing,” if validation activities are not performed correctly. Slashing may be triggered if the\nvalidator acts maliciously on the network, “double signs” any transactions, or experiences extended downtimes. Because we\nrely on a third-party service provider to operate the validator, we have limited ability to directly prevent or mitigate the occurrence\nof events that may trigger slashing penalties. If our third-party validator operator is slashed by the Solana network, staked assets\nmay be confiscated, withdrawn, or otherwise reduced by the network, resulting in financial losses for which we may be responsible to\nour customers or counterparties.\n\n \n\nIn addition, if our third-party validator operator,\nits systems, or the smart contracts through which staking is conducted fail to behave as expected, suffer cybersecurity attacks, experience\nsecurity issues, or encounter other problems, staked assets may be irretrievably lost. Any such slashing events or asset losses could\ndamage our brand and reputation, cause us to suffer financial losses, discourage existing and future customers from utilizing our products\nand services, and adversely affect our business, operating results, and financial condition.\n\n \n\n**Regulatory uncertainty regarding staking\nservices, including those conducted through third-party validators, could subject us to enforcement actions, fines, or restrictions on\nour ability to offer staking-related products and services.**\n\n** **\n\nThere is significant regulatory uncertainty regarding\nthe status of staking and related yield-generating activities under U.S. federal and state securities laws and other applicable legal\nframeworks. Staking services, including those we offer through a third-party validator operator, may be deemed to constitute the offer\nor sale of a security, or otherwise implicate laws governing investment contracts, money transmission, or other regulated financial activities.\nRegulatory or legislative changes affecting the operation of validators and staking activities on blockchain networks, including potential\nlimitations or prohibitions on staking activities or new legislative or regulatory requirements, could adversely affect our ability to\noffer staking-related products and services.\n\n \n\nOur reliance on a third-party validator operator\ndoes not eliminate or reduce our potential regulatory obligations with respect to staking activities. We may nevertheless be deemed responsible\nfor ensuring compliance with applicable laws and regulations, including anti-money laundering, sanctions, and consumer protection requirements,\nin connection with staking activities conducted on our behalf. If we fail to comply with any such requirements, we could be subject to\nenforcement actions, significant fines and penalties, restrictions on our activities, reputational harm, and other regulatory consequences\nthat could adversely affect our business, operating results, and financial condition.\n\n** **\n\n29\n\n \n\n \n\n**Risks Related to the Legacy Business**\n\n** **\n\n**We recently sold 100% of the outstanding\nequity interests of our former wholly-owned subsidiary S.S. Juve Stabia S.r.l. We may be subject to additional expenses and/or management\ndistraction in connection with the transaction.**\n\n \n\nOn April 17, 2026, the Company entered into a\ndeed of transfer (the “Deed of Transfer”) with Stabia Capital S.r.l. (the “Buyer”), pursuant to which the Company\nagreed to sell the entirety of its equity interest in S.S. Juve Stabia S.r.l. (“Juve Stabia”), an Italian professional football\nclub competing in Serie B, the second highest division of Italian football, to Buyer. Pursuant to the terms of the Deed of Transfer,\nthe Buyer agreed to purchase the Company’s equity interest in Juve Stabia for total consideration of €1.00 and the Buyer also\nagreed to assume all of Juve Stabia’s outstanding debts, obligations and other liabilities.\n\n \n\nAlthough the divestiture of Juve Stabia has been\nfinalized, we may remain subject to potential indemnification or other contractual claims brought by the buyer. Such claims could arise\nfrom alleged breaches of representations and warranties, undisclosed liabilities, or disagreements regarding post-closing matters. Additionally,\nItalian judicial administrators could object to the transaction or its terms. Any such disputes, regardless of their merit, could require\nsignificant management attention and result in substantial legal expenses or settlement costs.\n\n \n\n**Our legacy business, which consists of\nour multi-club ownership business, is substantially dependent on the popularity and/or competitive success of our acquired teams, which\ncannot be assured.**\n\n \n\nOur financial results are in part dependent on\nour legacy business, the success of which is reliant upon the football and other sports clubs we acquire remaining popular with their\nfanbases and, in varying degrees, on each club’s first team achieving competitive success, which can generate fan enthusiasm, resulting\nin sustained ticket, premium seating, suite, food and beverage and merchandise sales during the season. Competitive success can also\nlead to revenues related to access to continental (mainly European) competitions, the transfer market for the footballers or other sports\nplayers we develop, and sponsorships. However, due to the sheer unpredictability of the on-the-pitch results, which do not strictly depend\non the amount invested in the club, there can be no assurance that Company-controlled clubs will achieve competitive success and ultimately\nthereby generate substantial increased revenues from related rights.\n\n \n\nThere can be no assurance that any of our acquired\nteams will maintain or increase in popularity and ultimately generate revenue. Without such revenues, our results of operations and financial\ncondition will be impacted, and you may lose part of the value of your investment in our Class B Ordinary Shares.\n\n** **\n\n**If we are unable to maintain and enhance\nour brand and reputation, or if events occur that damage our brand and reputation, our ability to expand our fanbase, sponsors, and commercial\npartners or to sell significant quantities of our services may be impaired.**\n\n \n\nThe success of our legacy business depends on\nthe value and strength of our brand and reputation. Our brand and reputation are also integral to the implementation of our strategies\nfor expanding our fanbase, sponsors and commercial partners. For our legacy business to be successful in the future, particularly outside\nof Europe, we believe we must preserve, grow and leverage the value of our brand across all of our revenue streams related to our legacy\nbusiness. For example, we must increase the amount of media coverage we receive in order to expand our fanbase and brand awareness. Unfavorable\npublicity regarding the competition performances of any of our acquired clubs or their behavior off the field, our ability to attract\nand retain certain players and coaching staff or actions by or changes in our ownership, could negatively affect our brand and reputation.\nFailure to respond effectively to negative publicity could also further erode our brand and reputation. Our brand may also be adversely\naffected if our public image or reputation is tarnished by negative social media campaigns or poor reviews of our services, events or\nfan experiences. In addition, events in the football industry as a whole, even if unrelated to us, may negatively affect our brand or\nreputation. As a result, the size, engagement, and loyalty of our fanbase and related revenues may decline. Damage to our brand or reputation\nor loss of our fans’ commitment for any of these reasons could impair our ability to expand our fanbase, and increase revenues\nfrom ticket, premium seating, suite, sponsorship, food and beverage and merchandise sales, which may have an adverse effect on our legacy\nbusiness, results of operations, financial condition and cash flow, as well as require additional resources to rebuild our brand and\nreputation.\n\n \n\nIn addition, maintaining and enhancing our brand\nand reputation may require us to make substantial investments. We cannot assure you that such investments will be successful. Failure\nto successfully maintain and enhance our brand or our reputation or excessive or unsuccessful expenses in connection with this effort\ncould have an adverse effect on our legacy business, results of operations, financial condition and cash flow.\n\n** **\n\n30\n\n \n\n \n\n**Our legacy business is dependent upon our\nability to attract players and staff, including management, recruiters, and coaches for our acquired clubs.**\n\n \n\nWith respect to our legacy business, we are highly\ndependent on our players and members of our staff, such as our management, recruiters, and coaches. Competition for talented players\nand staff is, and will continue to be, intense. Our ability to attract and retain high quality staff, especially recruiters with local\nconnections and networks, is critical to our success in attracting talented players for our acquired clubs, and, consequently, critical\nto our legacy business, results of operations, financial condition and cash flow. If we fail to attract talented players for our acquired\nclubs and youth system, we will be unable to engage in the global transfer market and it will limit our ability to compete and potentially\nwin significant revenue in UEFA and other regional competitions. In addition, our popularity in certain countries or regions may depend,\nat least in part, on fielding certain players from those countries or regions. Our failure to attract key personnel could have a negative\nimpact on our ability to effectively manage and grow our legacy business.\n\n \n\n**Injuries to, and illness of, players in\nour acquired clubs could hinder the success of our legacy business.**\n\n \n\nTo the degree that our financial results are\ndependent in part on our acquired club’s popularity and/or competitive success, the likelihood of achieving such popularity or\ncompetitive success may be substantially impacted by serious and/or untimely injuries to or illness of key players. Our strategy for\nour legacy business is to maintain squads of first team players sufficient to mitigate the risk of player injuries or illnesses. However,\nthis strategy may not be sufficient to mitigate all financial losses in the event of an injury or illness, and as a result such injury\nor illness may affect the performance of our acquired clubs. Replacement of an injured or ill player may result in an increase in our\nsalary expenses.\n\n** **\n\n**If we are unable to maintain, train and\nbuild an effective international sales and marketing infrastructure, we will not be able to commercialize our legacy business brand successfully.**\n\n \n\nWe may not be able to secure sales personnel\nor organizations that are adequate in number or expertise to successfully market and sell our legacy business brand and products on a\nglobal scale. If we are unable to maintain our sales and marketing capability for our legacy business, train our sales force effectively\nor provide any other capabilities necessary to commercialize our brand internationally, we will need to contract with third parties to\nmarket and sell our brand. If we are unable to establish and maintain compliant and adequate sales and marketing capabilities, we may\nnot be able to maintain or increase our revenue, may generate increased expenses, and may not be profitable.\n\n** **\n\n**An economic downturn and adverse economic\nconditions may harm our legacy business.**\n\n \n\nThe recent economic downturn and adverse conditions\nin Italy and global markets may negatively affect our legacy business’ operations in the future. Our revenue in part depends on\npersonal disposable income and corporate marketing and hospitality budgets. Further, our sponsorship and commercial revenue are contingent\nupon the expenditures of businesses across a wide range of industries, and as these industries continue to cut costs in response to the\neconomic downturn, our revenue may similarly decline. Continued weak economic conditions could cause a reduction in our commercial and\nsponsorship revenue, each of which could have an adverse effect on our legacy business, results of operations, financial condition and\ncash flow.\n\n** **\n\n**There could be a decline in the popularity\nof football.**\n\n \n\nThere can be no assurance that football will\nretain its popularity as a sport around the world or its status in Italy as the most popular sport. Any decline in football’s popularity\ncould result in lower ticket sales, sponsorship revenue, a reduction in the value of our players or our brand, or a decline in the value\nof our securities, including our Class B Ordinary Shares. Any one of these events or a combination of such events could have an adverse\neffect on our legacy business, results of operations, financial condition and cash flow.\n\n** **\n\n31\n\n \n\n** **\n\n**Our legacy business is subject to seasonal\nfluctuations and our operating results and cash flow related to our legacy business can vary substantially from period to period.**\n\n \n\nOur revenues and expenses related to our legacy\nbusiness have been seasonal, and we expect they will continue to be seasonal. Due to the playing season, revenues from our legacy business\nare typically concentrated in the third and fourth fiscal quarters of each fiscal year ended December 31. As a result, our operating\nresults and cash flow related to our legacy business reflect significant variation from period to period and will continue to do so in\nthe future. Therefore, period-to-period comparisons of our operating results related to our legacy business may not necessarily be meaningful\nand the operating results of one period are not indicative of our financial performance during a full fiscal year. This variability may\nadversely affect our legacy business, results of operations and financial condition.\n\n** **\n\n**We operate in a highly competitive market\nand there can be no assurance that we will be able to compete successfully.**\n\n \n\nWe face competition from other football clubs\nnot only in Italy and Europe, but on a global scale. Many of those football clubs are larger, more experienced and better funded than\nus, which enables them to acquire top players and coaching staff and could result in improved performance from those teams in domestic\nand European competitions. In addition, from a commercial perspective, we actively compete across many different industries and within\nmany different markets. We believe our primary sources of competition with respect to our legacy business, both in Europe and internationally,\ninclude, but are not limited to:\n\n \n\n●other\nbusinesses seeking corporate sponsorships and commercial partners such as sports teams, other\nentertainment events and television and digital media outlets;\n\n \n\n●providers\nof sports apparel and equipment seeking retail, merchandising, apparel and product licensing\nopportunities;\n\n \n\n●digital\ncontent providers seeking consumer attention and leisure time, advertiser income and consumer\ne-commerce activity; and\n\n \n\n●other\ntypes of television programming seeking access to broadcasters and advertiser income.\n\n \n\nAll of the above forms of competition could have\nan adverse effect on our revenue streams from our legacy business and our overall legacy business, results of operations, financial condition\nand cash flow.\n\n** **\n\n**Our digital media strategy for our legacy\nbusiness may not generate the revenue we anticipate.**\n\n \n\nWe maintain contact with, and provide entertainment\nto, our global fanbase through a number of digital and other media channels, including the internet, mobile services and social media.\nWhile we have attracted a significant number of followers to our digital media assets, the future revenue and income potential of our\nmedia for our legacy business is uncertain. You should consider our legacy business and prospects related thereto in light of the challenges,\nrisks and difficulties we may encounter in this new and rapidly evolving market, including:\n\n \n\n●our\ndigital media strategy will require us to provide offerings such as video on demand, highlights\nand international memberships that have not previously been a substantial part of our legacy\nbusiness;\n\n \n\n●our\nability to retain our current global fanbase, build our fanbase and increase engagement with\nour followers through our digital media assets;\n\n \n\n●our\nability to enhance the content offered through our digital media assets and increase our\nsubscriber base;\n\n \n\n●our\nability to effectively generate revenue from interaction with our followers through our digital\nmedia assets;\n\n \n\n●our\nability to attract new sponsors and advertisers, retain existing sponsors and advertisers\nand demonstrate that our digital media assets will deliver value to them;\n\n \n\n●our\nability to develop our digital media assets in a cost effective manner and operate our digital\nmedia services profitably and securely;\n\n \n\n●our\nability to identify and capitalize on new digital media business opportunities; and\n\n \n\n●our\nability to compete with other sports and other media for users’ time.\n\n \n\nFailure to successfully address these risks and\ndifficulties could affect our overall legacy business and prospects related thereto.\n\n** **\n\n32\n\n \n\n** **\n\n**Failure to adequately protect our intellectual\nproperty and curb the sale of counterfeit merchandise could injure our brand.**\n\n \n\nLike other brands, we are susceptible to instances\nof brand infringement (such as counterfeiting and other unauthorized uses of our intellectual property rights). We seek to protect our\nbrand assets by ensuring that we own and control certain intellectual property rights in and to those assets and, where appropriate,\nby enforcing those intellectual property rights. For example, we own the copyright in our logo, and our logo and trade name are registered\nas trademarks (or are the subject of applications for registration) in a number of jurisdictions in Europe, Asia Pacific, Africa, North\nAmerica and South America. However, it is not possible to detect all instances of brand infringement. Additionally, where instances of\nbrand infringement are detected, we cannot guarantee that such instances will be prevented as there may be legal or factual circumstances\nwhich give rise to uncertainty as to the validity, scope and enforceability of our intellectual property rights in the brand assets.\nFurthermore, the laws of certain countries in which we license our brand and conduct operations may not offer the same level of protection\nto intellectual property rights holders as those in Europe and the United States, or the time required to enforce our intellectual property\nrights under these legal regimes may be lengthy and delay recovery. If we were to fail or be unable to secure, protect, maintain and/or\nenforce the intellectual property rights which vest in our brand assets, then we could lose our exclusive right to exploit such brand\nassets. Infringement of our trademark, copyright and other intellectual property rights could have an adverse effect on our business.\nWe also license our intellectual property rights to third parties. In an effort to protect our brand, we enter into licensing agreements\nwith these third parties which govern the use of our intellectual property, and which require our licensees to abide by quality control\nstandards with respect to such use. Although we make efforts to police our licensees’ use of our intellectual property, we cannot\nassure you that these efforts will be sufficient to ensure their compliance. The failure of our licensees to comply with the terms of\ntheir licenses could have an adverse effect on our business, results of operations, financial condition and cash flow.\n\n** **\n\n**Risks Related to our Operations and Liquidity**\n\n** **\n\n**If we are unable to raise substantial additional\ncapital on acceptable terms, or at all, our financial situation may create doubt about whether we will continue as a going concern.**\n\n \n\nFor the years ended December 31, 2025 and 2024,\nthe Company had a net loss of approximately €378,045 and €5,049, respectively. There can be no assurances that we will be able\nto achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain funding from additional financing\nthrough private placements, public offerings and/or bank financing necessary to support our working capital requirements and pursue our\nstrategic goals. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.\nThese conditions may impact our ability to continue as a going concern.\n\n** **\n\n**Adverse market, economic and political\nconditions, including the ongoing conflict between Ukraine and Russia, the ongoing conflicts in the Middle East, recent trade disputes\nand other events or circumstances beyond our control could have a material adverse effect on us.**\n\n \n\nAnother economic or financial crisis or rapid\ndecline of the consumer economy, significant concerns over energy costs, geopolitical issues, including the ongoing conflict between\nUkraine and Russia, the ongoing conflicts in the Middle East, recent trade disputes between the United States and other countries resulting\nin the imposition of increased tariffs on products imported into the United States as well as retaliatory tariffs, and the availability\nand cost of credit can contribute to increased volatility, diminished expectations for the economy and the markets, and high levels of\nstructural unemployment by historical standards. The Company’s Solana Infrastructure operations, including the validator operated\non the Company’s behalf, are located in the United Arab Emirates, and a number of the Company’s directors reside in the Middle\nEast. As a result, the Company has particular exposure to geopolitical instability, regulatory changes, and economic disruption in the\nMiddle East region, any of which could adversely affect the Company’s validator operations, its ability to maintain key relationships\nwith service providers and advisors, and its broader business strategy.\n\n \n\nIn addition, market, political and economic challenges,\nincluding dislocations and volatility in the credit markets, general global economic uncertainty, uncertainty or volatility from matters\nsuch as the implementation of the governing agenda of President Donald J. Trump, and changes in governmental policy on a variety of matters\nsuch as trade, tariffs and manufacturing policies may adversely affect the economy and financial markets, our financial condition, results\nof operations, and the trading price of our ordinary shares.\n\n** **\n\n33\n\n \n\n \n\n**There are geographic and political risks\nof operating in the United Arab Emirates.**\n\n \n\nOur Solana Infrastructure operations are concentrated\nin the UAE, where a third-party service provider operates and maintains the Solana validator used for the Company’s staking activities\npursuant to the Validator Services Agreement with RockawayX Infra Ltd. In addition, Pulsar Group Ltd., which provides advisory services\nto the Company under the Pulsar Advisory Services Agreement, is incorporated in the Abu Dhabi Global Market. A number of the Company’s\ndirectors also reside in the UAE. As a result, the Company has significant exposure to conditions in the UAE and the broader Middle East\nregion, and a range of geographic, political, regulatory, and economic risks could disproportionately adversely affect our business,\nfinancial condition, and results of operations.\n\n \n\nThe UAE is situated in a region that has historically\nbeen subject to geopolitical instability, including periods of intense diplomatic tension and armed conflict involving neighboring states.\nAbrupt political change, terrorist activity, and armed conflict in the broader Middle East region pose economic and operational risks\nthat may negatively impact our ability to operate our business, increase our operating costs, or otherwise disrupt our operations in\nmarkets both directly and indirectly impacted by such events. Geopolitical instability may also lead to the imposition of sanctions that\ncould impact our ability to do business in some markets, and changes in geopolitical conditions may result in changing regulatory systems\nand requirements, as well as market interventions that could impact our operating strategies, access to regional and global markets,\nand profitability.\n\n \n\nOur validator operations in the UAE depend on\nthe continued ability of our third-party service provider to maintain reliable infrastructure, including predictable energy, networking,\nand server availability. The cost or availability of these dependencies could be adversely affected by a variety of factors, including\nlocal and regional environmental regulations, energy market disruptions, and geopolitical instability. A disruption or failure of the\nvalidator or related infrastructure in the region because of a major weather event, cyberattack, terrorist attack, or other catastrophic\nevent could impair the Company’s ability to generate staking rewards and negatively impact our operations and financial results.\n\n \n\nOur operations within the UAE are also subject\nto the evolving regulatory frameworks administered by the Abu Dhabi Global Market, the Dubai Financial Services Authority, and the Virtual\nAssets Regulatory Authority, among others. Changes in applicable laws, regulations, or supervisory expectations governing digital assets,\nblockchain-based activities, or validator operations could require us to modify our operations, increase compliance costs, or restrict\nthe manner in which we conduct business in the region. The UAE regulatory environment for virtual assets and blockchain infrastructure\ncontinues to develop, and there can be no assurance that future regulatory changes will not adversely affect our business.\n\n \n\nSignificant fluctuations in foreign exchange\nrates between the U.S. dollar and the UAE dirham, or broader macroeconomic disruptions in the region, could further adversely affect\nour results of operations. We may also be subject to additional tax liabilities arising from our UAE operations, as changes in tax laws,\nregulations, and administrative practices in the jurisdiction, including those responsive to international frameworks such as the global\nminimum tax, could adversely affect our financial condition and results of operations.\n\n \n\nAny of these risks, individually or in combination,\ncould adversely affect our business, operations, financial condition, and results of operations with respect to our activities in the\nUAE.\n\n** **\n\n**The ongoing conflict with Iran and resulting\ninstability in the UAE, where significant operations and members of our Board are located, may materially and adversely affect our business.**\n\n \n\nOur operations and several members of our Board\nof Directors are located in the UAE, exposing us to direct risks from the current “Middle East Conflict.” Kinetic military\nactions, including the frequent missile and drone strikes targeting UAE commercial hubs, pose a physical threat to our personnel and\ninfrastructure. Such hostilities have already caused intermittent losses of power and telecommunications, which may impair the ability\nof our Board to maintain effective oversight. Furthermore, damage to regional utilities or key transport hubs like Dubai International\nAirport (DXB) could result in the total suspension of our local operations and a material adverse effect on our financial condition.\n\n** **\n\n**Exchange\nrate fluctuations could negatively affect our financial condition.**\n\n \n\nAlthough we operate globally, our consolidated\nfinancial statements are presented in euros. In addition to conducting business in the European Union, we also operate in North America,\nthe UK and Abu Dhabi. Therefore, we have revenues and expenses denominated in euros, U.S. dollars, British pound sterling and UAE dirham,\namong others. As a result, our business and share price may be affected by fluctuations between, the euro and the U.S. dollar, the euro\nand the British pound sterling and the euro and the UAE dirham, which may have a significant impact on our reported results of operations\nand cash flows from period to period.\n\n** **\n\n34\n\n \n\n** **\n\n**Our use of artificial intelligence technologies,\nand the use of such technologies by our service providers, presents risks and challenges that could adversely affect our business.**\n\n \n\nWe and our service providers may incorporate\nartificial intelligence, machine learning and similar emerging technologies (collectively, “AI”) into our business operations,\nincluding in connection with the monitoring of validator performance, treasury and trading activities, market analytics, internal productivity\ntools, customer and investor communications, compliance functions, and information technology and cybersecurity systems. AI is a rapidly\nevolving technology, and its development, deployment and use present a number of operational, legal, regulatory, reputational, ethical\nand competitive risks that may be difficult to predict or mitigate.\n\n \n\nAI algorithms and training methodologies may\nbe flawed, and the datasets used to train, test or operate AI may be inadequate, biased, incomplete or contain inaccurate, infringing\nor unlawful content. AI tools may produce output that is inaccurate, incomplete, biased, misleading or otherwise harmful, including so-called\n“hallucinations,” and may not perform as intended. Reliance on such output, whether by us, our personnel or our service providers,\ncould result in flawed decision-making, operational errors, losses on trading or treasury activity, regulatory non-compliance, reputational\nharm, exposure to claims by third parties, and other adverse consequences to our business, financial condition and results of operations.\n\n \n\nThe use of AI also introduces or heightens cybersecurity,\ndata privacy and intellectual property risks. AI systems may be subject to novel attack vectors, including model manipulation, prompt\ninjection, data poisoning and exfiltration of training data or proprietary inputs, and may create new vulnerabilities in our information\ntechnology environment or that of our service providers. Confidential, proprietary, personal or otherwise sensitive information that\nwe or our personnel input into AI tools, including third-party generative AI services, may be retained, disclosed, used to train models\nor otherwise rendered no longer confidential, which could result in unauthorized disclosure, loss of trade secret protection, infringement\nclaims, regulatory investigations or enforcement actions, contractual breaches, or other liabilities. In addition, the ownership, licensing\nand permissible use of content generated by AI remain unsettled, and the use of AI-generated output could subject us to claims of intellectual\nproperty infringement, misappropriation or unfair competition, or impair our ability to obtain or enforce intellectual property rights\nin content we develop using AI.\n\n \n\nThe legal and regulatory environment governing\nAI is rapidly evolving and varies across jurisdictions, including the European Union’s Artificial Intelligence Act, U.S. federal\nand state initiatives, and frameworks under development in the United Arab Emirates and other jurisdictions in which we or our service\nproviders operate. New or proposed laws, regulations, guidance, industry standards, codes of conduct and judicial decisions relating\nto the development, deployment, transparency, safety, accountability and use of AI, including in financial services, digital asset and\ncybersecurity contexts, may impose significant compliance obligations, restrict our ability or that of our service providers to use AI\nin particular ways, increase our costs, expose us to enforcement actions, fines or private litigation, or otherwise adversely affect\nour business. Public perception of AI, including concerns regarding bias, discrimination, surveillance, job displacement, environmental\nimpact, intellectual property, misinformation and the use of AI in connection with digital assets, could also subject us to reputational\nharm or shareholder, customer or counterparty scrutiny. Any of the foregoing could materially adversely affect our business, financial\ncondition, results of operations and prospects.\n\n** **\n\n**Risks Related to the Ownership of Our Class B Ordinary Shares**\n\n** **\n\n**We may not be able to maintain a listing\nof the Class B Ordinary Shares on Nasdaq.**\n\n \n\nWe must meet certain financial and liquidity\ncriteria to maintain our listing on Nasdaq. If we violate Nasdaq’s listing requirements, or if we fail to meet any of Nasdaq’s\ncontinued listing standards, the Class B Ordinary Shares may be delisted. In addition, our board of directors may determine that the\ncost of maintaining our listing on a national securities exchange outweighs the benefits of such listing.\n\n \n\nOn April 23, 2026, the Company received a written\ndetermination letter (the “Staff Determination”) from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”),\nnotifying the Company that the Staff has determined to delist the Company’s Class B ordinary shares from The Nasdaq Capital Market\nunless the Company requests an appeal of the determination before an independent Hearings Panel (the “Panel”) by April 30,\n2026.\n\n \n\nThe Staff Determination was issued pursuant to\nNasdaq Listing Rule 5810(c)(3)(A)(iv) on the grounds that the Class B ordinary shares failed to maintain a minimum closing bid price\nof $1.00 per share for thirty (30) consecutive business days from March 11, 2026 through April 22, 2026, as required under Nasdaq Listing\nRule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Company is ineligible for a 180-calendar day compliance period\ndue to the fact that the 1-for-10 reverse stock split effected on June 26, 2025 was completed within one year of the current bid price\ndeficiency.\n\n \n\nThe Company timely requested a hearing before\nthe Panel pursuant to Nasdaq Listing Rule 5815(a). The hearing process provides the Company with an opportunity to present a plan to\nrestore compliance with all applicable listing standards. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B), the filing of the hearing request\nautomatically stayed any suspension or delisting action pending the hearing and the issuance of the Panel’s written decision. During\nthis period, the Class B ordinary shares will continue to be listed and traded on Nasdaq under the ticker symbol “SLMT.”\n\n \n\nAs previously disclosed, the Company’s\nshareholders approved a 10-for-1 reverse share split of the Class B ordinary shares of the Company at an extraordinary general meeting\nof shareholders held on April 7, 2026, subject to a determination of the Company’s Board to effectuate the reverse share split\nin its sole discretion. On May 1, 2026, the Board approved such 10-for-1 reverse share split effective as of May 14, 2026. As such, the\nBoard expects the Company to regain compliance with the Minimum Bid Price Requirement now that the reverse share split has been effectuated,\nalthough there can be no guarantee.\n\n \n\n35\n\n \n\n \n\nThere can be no assurance that the Panel will\ngrant the Company’s request for continued listing or that the Company will be able to evidence compliance with all applicable Nasdaq\nlisting criteria within any period of time that the Panel may grant. If the Company is not successful in the appeal process, the Company\nmay consider additional alternatives, including a potential transfer of its listing to another exchange or quotation on an over-the-counter\nmarket.\n\n \n\nIn addition, even if we meet these requirements,\nthere is no assurance that we will be able to continue to meet these or other requirements of the Nasdaq listing rules in order to maintain\nthe listing of the Class B Ordinary Shares on Nasdaq.\n\n \n\nA delisting of the Class B Ordinary Shares from\nNasdaq may materially impair our shareholders’ ability to buy and sell the Class B Ordinary Shares and could have an adverse effect\non the market price of, and the efficiency of the trading market for, the Class B Ordinary Shares. The delisting of the Class B Ordinary\nShares could significantly impair our ability to raise capital and the value of any investment in our securities. If Nasdaq delists the\nClass B Ordinary Shares, we could face significant material adverse consequences, including:\n\n \n\n●a\nlimited availability of market quotations for the Class B Ordinary Shares;\n\n \n\n●a\nreduced level of trading activity in the secondary trading market for the Class B Ordinary\nShares;\n\n \n\n●a\nlimited amount of news and analyst coverage;\n\n \n\n●a\ndecreased ability to issue additional securities or obtain additional financing in the future;\n\n \n\n●stamp\nduty may be chargeable on transfers of Class B Ordinary Shares at a rate of 1% of the greater\nof the price paid or market value of the Class B Ordinary Shares transferred; and\n\n \n\n●our\nsecurities would not be “covered securities” under the National Securities Markets\nImprovement Act of 1996, which is a federal statute that prevents or pre-empts the states\nfrom regulating the sale of certain securities, including securities listed on Nasdaq, in\nwhich case our securities would be subject to regulation in each state where we offer and\nsell securities.\n\n** **\n\n**Our dual class voting structure could in\nthe future have the effect of concentrating the voting control to holders of our Class A Ordinary Shares, which would limit or preclude\nother shareholders’ ability to influence corporate matters, and their interests may conflict with the interests of any Class A\nOrdinary shareholders. It may also adversely affect the trading market for our Class B Ordinary Shares due to exclusion from certain\nstock market indices.**\n\n \n\nWe adopted a dual class voting structure such\nthat our ordinary shares consist of Class A Ordinary Shares and Class B Ordinary Shares, and we are authorized to issue any number of\nclasses of preferred shares. Class A Ordinary Shares are entitled to ten votes per share on proposals requiring or requesting shareholder\napproval, and Class B Ordinary Shares are entitled to one vote on any such matter. Our Class B Ordinary Shares were listed and began\ntrading on the Nasdaq Capital Market on January 27, 2023, under the symbol “BREA” until October 3, 2025. Following such date,\nour Class B Ordinary Shares trade on the Nasdaq Capital Market under the symbol “SLMT.” Prior to the listing, there was no\npublic market for our ordinary shares.\n\n \n\nAs of the date of this Annual Report, there are\nno outstanding Class A Ordinary Shares. Although there are currently no super voting Class A Ordinary Shares outstanding, any issuances\nof such shares in the future could result in the holders of such shares owning a majority of the voting power of our outstanding share\ncapital and collectively would therefore be our controlling shareholders. In such an event, such holders would have controlling voting\npower and the ability to approve all matters submitted to our shareholders for approval, including the ability to control the outcome\nof most matters requiring shareholder approval, including:\n\n \n\n●the\nelection of our board and, through our board, decision making with respect to our business\ndirection and policies, including the appointment and removal of our officers;\n\n \n\n●mergers,\nde-mergers and other significant corporate transactions;\n\n \n\n●changes\nto our constitution; and\n\n \n\n●our\ncapital structure.\n\n \n\nAny such voting control and influence in the\nfuture may discourage transactions involving a change of control of the Company, including transactions in which shareholders of our\nClass B Ordinary Shares might otherwise receive a premium for their shares.\n\n \n\n36\n\n \n\n \n\nS&P Dow Jones and FTSE Russell have implemented\nchanges to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, namely,\nto exclude companies with multiple classes of shares of common stock from being added to such indices. In addition, several shareholder\nadvisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our\nordinary shares may prevent the inclusion of the Class B Ordinary Shares in such indices and may cause shareholder advisory firms to\npublish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any\nsuch exclusion from indices could result in a less active trading market for our Class B Ordinary Shares. Any actions or publications\nby shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value\nof our Class B Ordinary Shares.\n\n** **\n\n**Our operating results and share price may\nfluctuate, and you could lose all or part of your investment.**\n\n \n\nOur quarterly operating results are likely to\nfluctuate as a publicly traded company. In addition, securities markets worldwide have experienced, and are likely to continue to experience,\nsignificant price and volume fluctuations. This market volatility, as well as general economic, market, or political conditions, could\nsubject the market price of our shares to wide price fluctuations regardless of our operating performance. You may not be able to resell\nyour shares at or above the price you paid or at all. Our operating results and the trading price of our Class B Ordinary Shares may\nfluctuate in response to various factors, including:\n\n \n\n●market\nconditions in the broader stock market;\n\n \n\n●actual\nor anticipated fluctuations in our quarterly financial and operating results;\n\n \n\n●introduction\nof new products or services by us or our competitors;\n\n \n\n●issuance\nof new or changed securities analysts’ reports or recommendations;\n\n \n\n●changes\nin debt ratings;\n\n \n\n●results\nof operations that vary from expectations of securities analysts and investors;\n\n \n\n●guidance,\nif any, that we provide to the public, any changes in this guidance or our failure to meet\nthis guidance;\n\n \n\n●strategic\nactions by us or our competitors;\n\n \n\n●announcement\nby us, our competitors, or our vendors of significant contracts or acquisitions;\n\n \n\n●sales,\nor anticipated sales, of large blocks of our Class B Ordinary Shares;\n\n \n\n●additions\nor departures of key personnel;\n\n \n\n●regulatory,\nlegal, or political developments;\n\n \n\n●public\nresponse to press releases or other public announcements by us or third parties, including\nour filings with the SEC;\n\n \n\n●litigation\nand governmental investigations;\n\n \n\n●changing\neconomic conditions;\n\n \n\n●changes\nin accounting principles; and\n\n \n\n●other\nevents or factors, including those from natural disasters, pandemic, pet disease, war, acts\nof terrorism, or responses to these events.\n\n \n\n37\n\n \n\n \n\nThese and other factors, many of which are beyond\nour control, may cause our operating results and the market price and demand for our Class B Ordinary Shares to fluctuate substantially.\nWhile we believe that operating results for any particular quarter are not necessarily a meaningful indication of future results, fluctuations\nin our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect\nthe market price and liquidity of our shares. In addition, in the past, when the market price of a stock has been volatile, holders of\nthat stock have sometimes brought securities class action litigation against the company that issued the stock. If any of our shareholders\nbrought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention\nof our management from our business, which could significantly harm our profitability and reputation.\n\n** **\n\n**We do not currently intend to pay dividends\non our securities and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of\nour Class B Ordinary Shares. In addition, any distribution of dividends must be in accordance with the rules and restrictions applying\nunder Irish law.**\n\n \n\nWe have not declared or paid any cash dividends\non any class of our ordinary shares since our formation and do not currently intend to pay cash dividends in the foreseeable future.\nAny determination to pay dividends in the future will be at the sole discretion of our board of directors after considering our financial\ncondition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors our board\nof directors deems relevant, and subject to compliance with applicable laws, including (without limitation) the Companies Act 2014 (as\namended) (the “Irish Companies Act”), which requires Irish companies to have distributable reserves available for distribution\nat least equal to or greater than the amount of the proposed dividend. Distributable reserves are the accumulated realized profits of\nthe Company that have not previously been utilized in a distribution or capitalization less accumulated realized losses that have not\npreviously been written off in a reduction or reorganization of capital. In addition to the requirement to have sufficient distributable\nreserves available for distribution, the Irish Companies Act also requires that a distribution may only be made if, at the relevant time,\nthe amount of the Company’s net assets is not less than the aggregate of its called-up share capital plus undistributable reserves,\nand the distribution would not result in the reduction of the amount of those assets below that aggregate.\n\n \n\nUnless the Company creates sufficient distributable\nreserves from its business activities, the creation of such distributable reserves would involve a reduction of the Company’s share\npremium account or other undenominated capital account, which would require the approval of (i) 75% of our shareholders present and voting\nat a shareholder meeting, and (ii) the Irish High Court. In the event that we do not undertake a reduction of capital to create distributable\nreserves, no distributions by way of dividends, share repurchases (including share buybacks and share redemptions) or otherwise will\nbe permitted under Irish law until such time as the Company has created sufficient distributable reserves from its business activities.\nThe determination as to whether or not the Company has sufficient distributable reserves to fund a dividend must be made by reference\nto “relevant financial statements” of the Company. The “relevant financial statements” are either (i) the last\nset of unconsolidated annual audited financial statements of the Company as laid before shareholders or (ii) unaudited interim financial\nstatements prepared in accordance with Irish law, which give a “true and fair view” of the Company’s unconsolidated\nfinancial position in accordance with accepted accounting practice in Ireland.\n\n \n\nAs a holding company, our ability to pay dividends\nto shareholders is also dependent on the ability of our subsidiaries to distribute funds to us, which may itself be subject to legal,\nregulatory, and contractual restrictions, including restrictions in financing agreements.\n\n \n\nMoreover, even if we are or become able to declare\nand pay dividends, we expect to retain all earnings, if any, generated by our operations for the development and growth of our business.\nTherefore, you are not likely to receive any dividends on your ordinary shares for the foreseeable future.\n\n \n\nAs a result, the success of an investment in\nour Class B Ordinary Shares will depend upon any future appreciation in our value and investors may need to sell all or part of their\nholdings of Class B Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on their\ninvestment. There is no guarantee that our Class B Ordinary Shares will appreciate in value or even maintain the price at which our shareholders\nhave purchased our Class B Ordinary Shares. If the price of our Class B Ordinary Shares declines before we pay dividends, you will incur\na loss on your investment, without the likelihood that this loss will be offset in part or at all by potential future cash dividends.\nInvestors seeking cash dividends should not purchase Class B Ordinary Shares.\n\n \n\nIn addition, exchange rate fluctuations may affect\nthe amount of euros that we are able to distribute, and the amount in dollars that our shareholders receive upon the payment of cash\ndividends or other distributions we declare and pay in euros, if any. These factors could harm the value of our Class B Ordinary Shares,\nand, in turn, the dollar proceeds that holders receive from the sale of our Class B Ordinary Shares.\n\n ** **\n\n38\n\n \n\n** **\n\n**Changes to taxation or the interpretation\nor application of tax laws could have an adverse impact on our results of operations and financial condition.**\n\n \n\nOur business is subject to various taxes in different\njurisdictions, which include, among others, the Italian corporate income tax (“IRES”), regional trade tax (“IRAP”),\nvalue added tax (“VAT”), excise duty, registration tax and other indirect taxes. We are exposed to the risk that our overall\ntax burden may increase in the future.\n\n \n\nChanges in tax laws or regulations, or in the\nposition of the relevant authorities regarding the application, administration or interpretation of these laws or regulations, particularly\nif applied retrospectively, could have a material adverse effect on our business, results of operations and financial condition. These\nchanges include the introduction of a global minimum tax at a rate of 15% under the Two-Pillar Solution to Address the Tax Challenges\nof the Digitalisation of the Economy, agreed upon by over 130 jurisdictions under the Organisation for Economic Co-operation and Development/G20\nInclusive Framework on Base Erosion and Profit Shifting. On December 20, 2021, the OECD published the draft Global Anti-Base Erosion\nModel Rules which are aimed at ensuring that Multinational Enterprises are subject to such a global minimum 15 per cent. tax rate (“GloBE\nRules”). The EU Council adopted Council Directive 2022/25234 (the “Pillar Two Directive”) on December 15, 2022 to implement\nthe GloBE Rules in the EU. The Pillar Two Directive was required to be transposed by all Member States by December 31, 2023. The implementing\nIrish legislation is contained in Part 4A of the Taxes Consolidation Act, 1997 of Ireland.\n\n \n\nIn addition, tax laws are complex and subject\nto subjective valuations and interpretive decisions, and we periodically may be subject to tax audits aimed at assessing our compliance\nwith direct and indirect taxes. The tax authorities may not agree with our interpretations of, or the positions we have taken or intend\nto take on, tax laws applicable to our ordinary activities and extraordinary transactions. In case of challenges by the tax authorities\nto our interpretations, we could face long tax proceedings that could result in the payment of additional tax and penalties, with potential\nmaterial adverse effects on our business, results of operations and financial condition.\n\n** **\n\n**Shareholders could be diluted in the future\nif we increase our issued share capital because of the disapplication of statutory preemption rights. In addition, shareholders in certain\njurisdictions, including the United States, may not be able to exercise their preemption rights even if those rights have not been disapplied.**\n\n \n\nAs a matter of Irish law, holders of our ordinary\nshares will have a preemption right with respect to any issuance of our ordinary shares for cash consideration or the granting of rights\nto subscribe for our ordinary shares for cash consideration, unless such preemption right is disapplied, in whole or in part, either\nin our constitution or by resolution of our shareholders at a general meeting of shareholders or otherwise. However, we have disapplied\nthese preemption rights in our constitution as permitted under Irish company law. Thus, our board of directors is permitted to issue\nshares for cash on a non-pre-emptive basis to the extent authorised under our constitution and any shareholder resolutions in effect\nfrom time to time. In addition, even if the disapplication of preemption rights contained in our constitution expires (and is not renewed\nby shareholders at a general meeting) or is terminated by our shareholders in a general meeting, due to laws and regulations in certain\njurisdictions outside Ireland, shareholders in such jurisdictions may not be able to exercise their preemption rights unless we take\naction to register or otherwise qualify the rights offering under the laws of that jurisdiction. For example, in the United States, U.S.\nholders of our ordinary shares may not be able to exercise preemption rights unless a registration statement under the Securities Act\nis declared effective with respect to our ordinary shares issuable upon exercise of such rights or an exemption from the U.S. registration\nrequirements is available. If shareholders in such jurisdictions are unable to exercise their preemption rights, their ownership interest\nwould be diluted. Any future issuance of shares or debt instruments convertible into shares where preemption rights are not available\nor are excluded would result in the dilution of existing shareholders and reduce the earnings per share, which could have a material\nadverse effect on the price of shares.\n\n** **\n\n**Irish law differs from the laws in effect\nin the United States and U.S. investors may have difficulty enforcing civil liabilities against us, our directors or members of senior\nmanagement.**\n\n \n\nSome of the members of our board of directors\nand senior management reside outside of the United States and all or a substantial portion of their assets are located outside the United\nStates. As a result, it may not be possible to serve process on these individuals, or us, in the United States or to enforce court judgments\nobtained in the United States against these individuals or us in Ireland based on the civil liability provisions of the U.S. federal\nor state securities laws. The United States currently does not have a treaty with Ireland providing for the reciprocal recognition and\nenforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal\nor state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically\nbe enforceable in Ireland. A judgment obtained against us will be enforced by the courts of Ireland if the following general requirements\nare met:\n\n \n\n●U.S.\ncourts must have had jurisdiction in relation to the particular defendant according to Irish\nconflict of law rules (the submission to jurisdiction by the defendant would satisfy this\nrule); and\n\n \n\n●the\njudgment must be final and conclusive and the decree must be final and unalterable in the\ncourt which pronounces it.\n\n \n\n39\n\n \n\n \n\nA judgment can be final and conclusive even if\nit is subject to appeal or even if an appeal is pending. But where the effect of lodging an appeal under the applicable law is to stay\nexecution of the judgment, it is possible that in the meantime the judgment may not be actionable in Ireland. It remains to be determined\nwhether a final judgment given in default of appearance is final and conclusive. Irish courts may also refuse to enforce a judgment of\nthe U.S. courts that meets the above requirements for one of the following reasons:\n\n \n\n●the\njudgment is not for a definite sum of money;\n\n \n\n●the\njudgment was obtained by fraud;\n\n \n\n●the\nenforcement of the judgment in Ireland would be contrary to natural or constitutional justice;\n\n \n\n●\nthe\njudgment is contrary to Irish public policy or involves (i) certain U.S. laws or (ii) includes\nawards in respect of punitive damages which will not be enforced in Ireland; or\n\n \n\n●jurisdiction\ncannot be obtained by the Irish courts over the judgment debtors in the enforcement proceedings\nby personal service in Ireland or outside Ireland under Order 11 of the Irish Superior Courts\nRules.\n\n \n\nAs an Irish company, we are principally governed\nby Irish law, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including,\namong others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of\ndirectors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have\na personal right of action against directors or other officers of the company and may exercise such rights of action on behalf of the\ncompany only in limited circumstances. Accordingly, holders of our ordinary shares may have more difficulty protecting their interests\nthan would holders of shares of a corporation incorporated in a jurisdiction of the United States. You should also be aware that Irish\nlaw does not allow for any form of legal proceedings directly equivalent to the class action available in the United States.\n\n** **\n\n**Provisions of our constitution, as well\nas provisions of Irish law, could make an acquisition of us more difficult, limit attempts by our shareholders to replace or remove our\ncurrent directors, and limit the market price of our ordinary shares. In addition, we have adopted a Rights plan.**\n\n \n\nOur constitution, together with certain provisions\nof the Irish Companies Act, could delay, defer or prevent a third party from acquiring us, even where such a transaction would be beneficial\nto the holders of our ordinary shares, or could otherwise adversely affect the market price of our ordinary shares. For example, certain\nprovisions of our constitution:\n\n \n\n●permit\nour board of directors to issue preferred shares with such rights and preferences as they\nmay designate, subject to applicable law;\n\n \n\n●permit\nour board of directors to adopt a shareholder rights plan upon such terms and conditions\nas it deems expedient and in our best interests;\n\n \n\n●impose\nadvance notice requirements for shareholder proposals and director nominations to be considered\nat shareholder meetings; and\n\n \n\n●require\nthe approval of 75% of the votes cast at a general meeting of shareholders to amend or repeal\nany provisions of our constitution.\n\n \n\nWe believe these provisions, if implemented in\ncompliance with applicable law, may provide some protection to holders of our ordinary shares from coercive or otherwise unfair takeover\ntactics. These provisions are not intended to make us immune from takeovers. They will, however, apply even if some holders of our ordinary\nshares consider an offer to be beneficial and could delay or prevent an acquisition that our board of directors determines is in the\nbest interest of the holders of our ordinary shares. Certain of these provisions may also prevent or discourage attempts to remove and\nreplace incumbent directors.\n\n \n\nIn addition, mandatory provisions of Irish law\ncould prevent or delay an acquisition of the Company by a third party. For example, Irish law does not permit shareholders of an Irish\npublic limited company to take action by written consent with less than unanimous consent. Furthermore, an effort to acquire us may be\nsubject to various provisions of Irish law relating to mandatory bids, voluntary bids, requirements to make a cash offer and minimum\nprice requirements, as well as substantial acquisition rules and rules requiring the disclosure of interests in ordinary shares in certain\ncircumstances.\n\n \n\nIrish law differs from the laws in effect in\nthe United States with respect to defending unwanted takeover proposals and may give our board of directors less ability to control negotiations\nwith hostile offerors.\n\n \n\n40\n\n \n\n \n\nMoreover, on April 24, 2026, the Company entered\ninto the Rights Agreement (as defined below) with Equiniti Trust Company, LLC, as rights agent. The Board has authorized the issuance\nof one purchase Right (as defined below) for each outstanding Class B Ordinary Share. Each Right represents the right to purchase one\nClass B Ordinary Share, upon the terms and subject to the conditions of the Rights Agreement. The Rights were issued to the shareholders\nof record on May 5, 2026, and will expire on April 23, 2027.\n\n \n\nThe Board has adopted the Rights Agreement to\nenable all shareholders of the Company to realize the long-term value of their investment in the Company and to guard against attempts\nto acquire control of the Company at an inadequate price. In general terms, the Rights Agreement works by causing significant dilution\nto any person or group that acquires 9.99% (or 20% in the case of an existing “13G Investor” as defined in the Rights Agreement)\nor more of the outstanding ordinary shares of the Company without the prior approval of the Board. While the Rights Agreement could have\nthe effect of delaying, deferring or preventing a third party from acquiring us, it is not intended to prevent an acquisition of the\nCompany on terms that the Board considers favorable to, and in the best interests of, all shareholders. Rather, the Rights Agreement\naims to provide the Board with adequate time to fully assess any takeover proposal and therefore comply with its fiduciary duties and\nto encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover.\n\n** **\n\n**We are a foreign private issuer within\nthe meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public\ncompanies.**\n\n \n\nBecause we qualify as a foreign private issuer\nunder the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable\nto U.S. domestic issuers, including:\n\n \n\n●the\nrules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form\n10-Q or current reports on Form 8-K;\n\n \n\n●the\nsections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations\nin respect of a security registered under the Exchange Act;\n\n \n\n●the\nsections of the Exchange Act pertaining to liability for insiders who profit from trades\nmade in a short period of time; and\n\n \n\n●the\nselective disclosure rules by issuers of material nonpublic information under Regulation\nFD.\n\n \n\nWe are required to file an annual report on Form\n20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a semi-annual basis as press\nreleases, distributed pursuant to the rules and regulations of Nasdaq press releases relating to financial results, and material events\nare also furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive\nand less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the\nsame protections or information that would be made available to you were you investing in a U.S. domestic issuer.\n\n \n\n**As a foreign private issuer, we are permitted\nto rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection\nto holders of our shares.**\n\n \n\nWe are exempted from certain corporate governance\nrequirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to follow the governance\npractices of our home country in lieu of certain corporate governance requirements of Nasdaq. As result, the standards applicable to\nus are considerably different than the standards applied to domestic U.S. issuers. For instance, we are not required to:\n\n \n\n●\nhave\na majority of the board be independent (although all of the members of the audit committee\nmust be independent under the Exchange Act);\n\n \n\n \n●\nhave a compensation committee\nor nominating and corporate governance committee;\n\n \n \n \n\n \n●\nhave an audit committee\nto be composed of at least three directors;\n\n \n \n \n\n \n●\nobtain shareholder approval\nprior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based\ncompensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than\npublic offerings;\n\n \n \n \n\n \n●\ndisclose third party director\nand nominee compensation; and\n\n \n \n \n\n \n●\ndistribute annual and interim\nreports.\n\n \n\nAs described in this Annual Report under the\nheading “Item 16G. Corporate Governance – Foreign Private Issuer,” we currently, and in the future may continue to,\ntake advantage of these home country exemptions. As a result, our shareholders currently are not and may in the future not be provided\nwith the benefits of certain corporate governance requirements of Nasdaq and may not have the same protections afforded to shareholders\nof other companies that are subject to these Nasdaq requirements.\n\n** **\n\n41\n\n \n\n** **\n\n**We may lose our foreign private issuer\nstatus in the future, which could result in significant additional costs and expenses.**\n\n \n\nWhile we qualified as a foreign private issuer\nas of June 30, 2025, the determination of foreign private issuer status is made annually on the last business day of an issuer’s\nmost recently completed second fiscal quarter. In the future, we would lose our foreign private issuer status if we to fail to meet the\nrequirements necessary to maintain our foreign private issuer status as of the relevant determination date. For example, if more than\n50% of our securities are held by U.S. residents and, among other things, more than 50% of either our directors or executive officers\nare residents or citizens of the United States, we could lose our foreign private issuer status. We expect that we may lose our foreign\nprivate issuer status as of June 30, 2026.\n\n \n\nThe regulatory and compliance costs to us under\nU.S. securities laws as a U.S. domestic issuer may be significantly more than costs we incur as a foreign private issuer. If we are not\na foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with\nthe SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We would be\nrequired under current SEC rules to prepare our financial statements in accordance with U.S. GAAP, rather than IFRS. Such conversion\nof our financial statements to U.S. GAAP would involve significant time and cost, and we would still be required to prepare financial\nstatements in accordance with IFRS as required by Irish law. In addition, we may lose our ability to rely upon exemptions from certain\ncorporate governance requirements on U.S. stock exchanges that are available to foreign private issuers such as the ones described above\nand elsewhere in this Annual Report under the heading “Item 16G. Corporate Governance – Foreign Private Issuer” and\nexemptions from procedural requirements related to the solicitation of proxies.\n\n** **\n\n**There is a risk that we will be a passive\nforeign investment company for any taxable year, which could have adverse U.S. federal income tax consequences to U.S. investors in our\nshares.**\n\n \n\nIn general, a non-U.S. corporation is a passive\nforeign investment company, or PFIC, for any taxable year in which (i) 75% or more of its gross income consists of passive income or\n(ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive\nincome. For purposes of these calculations, a non-U.S. corporation that owns at least 25% by value of the shares of another corporation\nis treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share\nof the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and certain gains, including\nnet investment gains and net gains from the sale of commodities (subject to certain exceptions, such as an exception for certain income\nderived in the active conduct of a trade or business).\n\n \n\nThe proper application of the PFIC rules to a\ncompany with a business such as ours is not entirely clear. Due to the lack of authority and guidance, the application of the PFIC rules\nwith respect to digital assets, including Solana, or transactions involving digital assets, including Solana, is subject to uncertainty.\nFurther, because our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets\nfrom time to time (which may be determined, in part, by reference to the market price of our shares, which could be volatile) and with\nrespect to the entire taxable year, there can be no assurance that we will not be a PFIC for our current taxable year or any future taxable\nyear.\n\n \n\n**If we were a PFIC for any taxable year\nduring which a U.S. investor holds shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor.**\n\n \n\nIf we were a PFIC for any taxable year during\nwhich a U.S. investor holds shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor.\n\n** **\n\n**We are subject to ongoing public reporting\nrequirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, and our shareholders\ncould receive less information than they might expect to receive from more mature public companies.**\n\n \n\nWe qualify as an “emerging growth company”\nunder the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions\ninclude exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the\nemerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that\nan emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act\nfor complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain\naccounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits\nof this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such\nnew or revised accounting standards.\n\n \n\nWe will remain an emerging growth company until\nthe earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least $1.235 billion;\n(ii) the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering; (iii) the\ndate on which we have, during the preceding three year period, issued more than US$1.0 billion in non-convertible debt; or (iv)\nthe date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market\nvalue of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed\nsecond fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS\nAct discussed above.\n\n \n\n42\n\n \n\n \n\nBecause we will be subject to ongoing public\nreporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders\ncould receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will\nfind our ordinary shares less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result\nin less active trading or more volatility in the price of our ordinary shares.\n\n** **\n\n**Future issuances of our Class B Ordinary\nShares or securities convertible into, or exercisable or exchangeable for, our Class B Ordinary Shares, or the expiration of lock-up\nagreements that restrict the issuance of new ordinary shares or the trading of outstanding ordinary shares, could cause the market price\nof our Class B Ordinary Shares to decline and would result in the dilution of your holdings.**\n\n \n\nFuture issuances of our Class B Ordinary Shares\nor securities convertible into, or exercisable or exchangeable for, our Class B Ordinary Shares, or the expiration of lock-up agreements\nthat restrict the issuance of new ordinary shares or the trading of outstanding ordinary shares, could cause the market price of our\nClass B Ordinary Shares to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations\nof lock-up agreements, on the price of our Class B Ordinary Shares. In all events, future issuances of our Class B Ordinary Shares would\nresult in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur, or the perception\nthat locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of our Class B Ordinary\nShares.\n\n** **\n\n**Future issuances of debt securities, which\nwould rank senior to our Class B Ordinary Shares upon our bankruptcy or liquidation, and future issuances of preferred shares, which\ncould rank senior to our Class B Ordinary Shares for the purposes of dividends and liquidating distributions, may adversely affect the\nlevel of return you may be able to achieve from an investment in our Class B Ordinary Shares.**\n\n \n\nIn the future, we may attempt to increase our\ncapital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect\nto other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders\nof our Class B Ordinary Shares. Moreover, if we issue preferred shares, the holders of such preferred shares could be entitled to preferences\nover holders of Class B Ordinary Shares in respect of the payment of dividends and the payment of liquidating distributions. Because\nour decision to issue debt or preferred shares in any future offering, or borrow money from lenders, will depend in part on market conditions\nand other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings.\nHolders of our Class B Ordinary Shares must bear the risk that any future offerings we conduct or borrowings we make may adversely affect\nthe level of return, if any, they may be able to achieve from an investment in our Class B Ordinary Shares.\n\n** **\n\n**If securities or industry analysts either\ndo not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, if they adversely\nchange their recommendations regarding our Class B Ordinary Shares, or if our operating results do not meet their expectations or any\nfinancial guidance we may provide, the trading price or trading volume of our Class B Ordinary Shares could decline.**\n\n \n\nThe trading market for our Class B Ordinary Shares\ndepends, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any\ncontrol over independent analysts. If we obtain independent securities or industry analyst coverage and if one or more of the analysts\nwho covers us downgrades our Class B Ordinary Shares, changes their opinion of our Class B Ordinary Shares or publishes inaccurate or\nunfavorable research about our business, our share price would likely decline. If one or more of these analysts ceases coverage of us\nor fails to publish reports on us regularly, demand for our Class B Ordinary Shares could decrease and we could lose visibility in the\nfinancial markets, which could cause our Class B Ordinary Shares and trading volume to decline. In addition, we may be expected to provide\nvarious measures of financial guidance, possibly including guidance related to non-IFRS financial measures, and, if we do not meet any\nfinancial guidance that we may provide to the public, if we do not meet expectations of securities analysts or investors, or if our guidance\nis misunderstood by securities analysts or investors, the trading price of our Class B Ordinary Shares could decline significantly. Our\noperating results may fluctuate significantly from period to period as a result of changes in a variety of factors affecting us or our\nindustry, many of which are difficult to predict. As a result, we may experience challenges in forecasting our operating results for\nfuture periods.\n\n \n\n43"}