Full Press Release Details
Bitcoin Strategy Related Supplemental Disclosures
Bitcoin Treasury Strategy
WE ARE NOT REGISTERED AS AN INVESTMENT
COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN A
REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT.
This section summarizes our current acquisition strategy
for bitcoin, including our historical purchases, trading execution, custody, storage, and accounting considerations. We reserve the right
to update and alter our acquisition strategy from time to time. We view bitcoin as a reliable store of value and a compelling investment.
We believe it has unique characteristics as a scarce and finite asset that can serve as a reasonable inflation hedge and safe haven amid
global instability. Bitcoin is often compared to gold, which has been viewed as a dependable store of value throughout history. Gold's
value has appreciated substantially over time. For example, 25 years ago, the price of gold was approximately $500 per ounce. In 2024,
the price of gold has traded higher than $2,400 per ounce. As of July 2024, the total market capitalization of gold was approximately
$16.1 trillion compared to approximately $1.1 trillion for bitcoin. Bitcoin is a highly volatile asset that has traded below $26,000 per
bitcoin and above $70,000 per bitcoin on Coinbase in the 12 months preceding the date of the current report on Form 8-K to which this supplement is filed as an Exhibit. While highly volatile, bitcoin's
price has also appreciated significantly since bitcoin's inception in January 2009 (at zero per bitcoin). We believe that a
substantial portion of bitcoin's appreciation is attributable to the view that bitcoin is or will become a reliable store of value.
Like gold, bitcoin is also viewed as a scarce asset; the ultimate supply of bitcoin is limited to 21 million coins and approximately 94%
of its supply already exists. We believe that bitcoin's finite, digital and decentralized nature as well as its architectural resilience
make it preferable to gold, which, as noted above, has a market capitalization 16 times higher than the market capitalization of bitcoin
as of July 2024. Given our belief that bitcoin is a comparable and possibly better store of value than gold, we believe that bitcoin
has the potential to approach or exceed the value of gold over time. Given the substantial gap in value between gold and bitcoin based
on current market capitalization, we believe that bitcoin has the potential to generate outsize returns as it gains increasing acceptance
as "digital gold." We believe that the growing global acceptance and "institutionalization" of bitcoin support
our view that bitcoin is a reliable store of value. We believe that bitcoin's unique attributes discussed above not only differentiate
it from fiat money, but also from other cryptocurrency assets, and for that reason, we have no plans to purchase cryptocurrency assets
Institutionalization of Bitcoin
We are encouraged by the growing global acceptance and "institutionalization"
of bitcoin - reflected by the January 2024 Securities and Exchange Commission, or SEC, approval of 11 bitcoin exchange-traded
funds. These funds have reported billions of dollars of net inflows, with investments from a large number of institutions, including global
banks, pensions, endowments and registered investment advisors. It is currently estimated that more than 10% of all bitcoins are now held
Our Decision to Adopt Bitcoin as Our Primary Reserve Strategy
Our board of directors and senior management have been examining
potential uses of cash, including acquisitions and stock repurchases. After studying various alternatives, we decided that investing in
bitcoin is currently the best use of our cash. Bitcoin will be our principal treasury holding on an ongoing basis, subject to market conditions
and our anticipated cash needs. As we embark on our new acquisition strategy, our board intends to proactively evaluate our use of cash,
ensuring we maintain adequate working capital.
Other than acquiring bitcoin with our liquid assets that
exceed working capital requirements, our bitcoin treasury strategy also involves issuing debt or equity securities or engaging in other
capital raising transactions with the objective of using the proceeds to purchase bitcoin from time to time, and subject to market conditions.
We view bitcoin as a core holding and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of
bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in financings to purchase
additional bitcoin. This overall strategy also contemplates that we may (i) periodically sell bitcoin for general corporate purposes,
including to generate cash for treasury management (which may include debt repayment, if appropriate at such time), for acquisitions,
or for strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions
that are collateralized by our bitcoin holdings, and (iii) pursue strategies to create income streams or otherwise generate funds
using our bitcoin holdings. At this time, we do not have a specific policy governing the percentage of our treasury holdings that will
Historical Bitcoin Acquisitions
In May 2024, we announced our initial purchases of an
aggregate 581 bitcoins for an aggregate purchase price of $40.0 million, and have subsequently acquired additional bitcoins. As of June 6,
2024, we held an aggregate 828 bitcoins, which we acquired for an aggregate purchase price of $57.0 million, inclusive of fees and expenses.
Bitcoin accounting guidance has been evolving. According
to the American Institute of Certified Public Accountants' "Accounting for and auditing of Digital Assets practice aid,"
bitcoin would satisfy the definition of an indefinite-lived intangible asset and would be accounted for under ASC 350, Intangibles
- Goodwill and Other issued by Financial Accounting Standards Board, or FASB. Under these guidelines, bitcoin holdings would be
accounted for initially at cost and subject to impairment losses if their fair value fell below carrying value. In December 2023,
the FASB issued Accounting Standards Update No. 2023-08, Accounting for and Disclosure of Crypto Assets (ASU 2023-08), which revised
bitcoin accounting treatment. Under this new guidance, the valuation of bitcoin is to be measured based on fair value.
We do not currently intend to hedge our bitcoin holdings
and have not adopted a hedging strategy with respect to bitcoin. However, we may from time to time engage in hedging strategies as part
of our treasury management operations if deemed appropriate.
Overview of the Bitcoin Industry and Market
Bitcoin is a digital asset that is issued by and transmitted
through an open-source protocol, known as the bitcoin protocol, collectively maintained by a peer-to-peer network of decentralized user
nodes. This network hosts a public transaction ledger, known as the bitcoin blockchain, on which bitcoin holdings and all validated transactions
that have ever taken place on the bitcoin network are recorded. Balances of bitcoin are stored in individual "wallet" functions,
which associate network public addresses with one or more "private keys" that control the transfer of bitcoin. The bitcoin
blockchain can be updated without any single entity owning or operating the network.
Creation of New Bitcoin and Limits on Supply
New bitcoin is created and allocated by the bitcoin protocol
through a "mining" process that rewards users that validate transactions in the bitcoin blockchain. Validated transactions
are added in "blocks" approximately every 10 minutes. The mining process serves to validate transactions and secure the bitcoin
network. Mining is a competitive and costly operation that requires a large amount of computational power to solve complex mathematical
algorithms. This expenditure of computing power is known as "proof of work." To incentivize miners to incur the costs of mining
bitcoin, the bitcoin protocol rewards miners that successfully validate a block of transactions with newly generated bitcoin.
The bitcoin protocol limits the total number of bitcoin that
can be generated over time to 21 million. As part of bitcoin's coin issuance, miners are rewarded a certain amount of bitcoins whenever
a block is produced. When bitcoin first started, 50 bitcoins per block were given as a reward to miners. After every 210,000 blocks are
mined (approximately every four years), the block reward halves and will keep on halving until the block reward per block becomes 0 (approximately
by year 2140). The block reward as of April 2024 is 3.125 coins per block and will decrease to 1.5625 coins per block post halving.
Modifications to the Bitcoin Protocol
Bitcoin is an open-source network that has no central authority,
so no one person can unilaterally make changes to the software that runs the network. However, there is a core group of developers that
maintain the code for the bitcoin protocol as well as various bitcoin end-user software, and they can propose changes to the source code
and release periodic updates and other changes. Unlike most software that has a central entity that can push updates to users, bitcoin
is a peer-to-peer network in which individual network participants, called miners or nodes, decide whether to upgrade the software and
accept the new changes. As a practical matter, a modification becomes part of the bitcoin protocol only if the proposed changes are accepted
by participants collectively having the most processing power, known as hash rate, on the network. If a certain percentage of the nodes
reject the changes, then a "fork" takes place and participants can choose the version of the software they want to run.
Forked or Airdropped Asset Policy
We intend to recognize forked and airdropped assets consistent
with our custodians. We may not immediately or ever have the ability to withdraw a forked or airdropped bitcoin by virtue of bitcoins
that we hold with our custodians. Future forks may occur at any time. A fork can lead to a disruption of networks and our information
technology systems, cybersecurity attacks, replay attacks, or security weaknesses, any of which can further lead to temporary or even
permanent loss of our and our assets.
Forms of Attack Against the Bitcoin Network and Wallets
Blockchain technology has many built-in security features
that make it difficult for hackers and other malicious actors to corrupt the protocol or blockchain. However, as with any computer network,
the bitcoin network may be subject to certain attacks. Some forms of attack include unauthorized access to wallets that hold bitcoin and
direct attacks on the network, like "51% attacks" or "denial-of-service attacks" on the bitcoin protocol.
Bitcoin is designed to be controllable only by the possessor