Exhibit 99.2

BV Power Alpha LLC

Financial Statements for the Successor period from February 8, 2024 to December 31, 2024, the Predecessor period from January 1, 2024 to February 7, 2024, and the year ended December 31, 2023 (Predecessor) (Restated), and Report of Independent Registered Public Accounting Firm (PCAOB ID 52)

BV POWER ALPHA LLC

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members of BV Power Alpha, LLC

Opinion on the Financial Statements

We have audited the accompanying balance sheets of BV Power Alpha, LLC (the” Company”) as of December 31, 2024 (Successor) and 2023 (Predecessor), and the related statements of income, members equity and cash flows for the successor period from February 8, 2024 to December 31, 2024, the Predecessor period from January 1, 2024 to February 7, 2024 and the year ended December 31, 2023 (Predecessor), and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the periods from February 8, 2024 through December 31, 2024 (Successor), January 1, 2024 through February 7, 2024 (Predecessor), and the years ended December 31, 2023 (Predecessor), in conformity with accounting principles generally accepted in the United States of America.

Restatement of the Financial Statements

As discussed in Note 2 to the financial statements, the accompanying financial statements have been restated to correct for misstatements.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

As described in Note 5, the Company underwent a change in control that resulted in pushdown accounting and required the Company to assess the fair value of the assets and liabilities of the Company and resulting goodwill on the date of the change in control transaction.

The primary procedures we performed to address this critical matter included:

As described in Note 3, the Company has a complex estimate related to an annual true-up adjustment of utility costs from the Company’s third-party utility provider that is billed well after year-end.

The primary procedures we performed to address this critical matter included:

/s/ Berkowitz Pollack Brant Advisors + CPAs

We have served as the Company’s auditor since 2025.

West Palm Beach, FL

May 27, 2025 (September 23, 2025 as to the effects of the restatement discussed in Note 2)

BV Power Alpha LLC

Balance Sheets (Restated)

See accompanying notes to the financial statements

BV Power Alpha LLC

Statements of Income (Restated)

See accompanying notes to the financial statements.

BV Power Alpha LLC

Statements Members’ Equity (Deficit)

For the Years Ended December 31, 2024 (Successor) and 2023 (Predecessor) (Restated)

See accompanying notes to the financial statements

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BV Power Alpha LLC

Statements of Cash Flows (Restated)

See accompanying notes to the financial statements.

BV POWER ALPHA LLC

NOTES TO FINANCIAL STATEMENTS (RESTATED)

BV Power Alpha LLC (the “Company” or “BV Power”) is a limited liability company engaged in data center operations and digital asset infrastructure services. The Company primarily operates a high-performance computing facility in Spartanburg County, South Carolina, providing power infrastructure, hosting services, and equipment leasing to customers engaged in blockchain computing, artificial intelligence (AI), and high-performance data processing.

The Company’s core operations include hosting services, leasing space, power capacity, and equipment within its data center facility to customers requiring computing power. The Company also offers modular digital asset mining containers for lease or purchase, along with related hardware and support services.

Effective May 19, 2025, the Company legally changed its name from BV Power LLC to One Blockchain LLC. This change was made to reflect the Company’s evolving strategic focus and branding. The name change is administrative in nature and does not have a material impact on the Company’s financial position, results of operations, or cash flows.

During the current year, the Company revised its financial statement presentation to reflect both predecessor and successor periods, providing a clearer view of financial performance following a significant structural change. This change was driven by the Company’s election to apply pushdown accounting in accordance with Accounting Standards Codification (“ASC”) 805-50-25-4 through 25-7, resulting in a new basis of accounting and the creation of a new reporting entity as of February 7, 2024. Accordingly, the predecessor period (January 1, - February 7, 2024) is presented under the historical cost basis and the success period as of February 8, 2024 is presented under the fair value basis.

Additionally, the Company reassessed the presentation of certain customer-related credits and price concessions in accordance with ASC 606, Revenue from Contracts with Customers. Historically, these amounts were recorded separately as part of the provision for credit losses under the CECL model. Upon further evaluation, management determined that such concessions represent a form of variable consideration under ASC 606 and should be reflected as a reduction in revenue when the Company expects to accept less than the stated contract price.

As a result, the Statements of Income have been restated to present these amounts as a direct reduction of revenue, thereby more accurately reflecting the economic substance of the transactions. This change in presentation did not impact net income for any of the periods presented. Additionally, the Statements of Cash Flows were updated to remove the provision for credit losses, with a corresponding offset reducing the change in accounts receivable. This change did not impact cash provided by operating activities.

These changes were made to ensure the financial statements more accurately represent the Company’s financial position and results of operations.

Basis of Presentation

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (the “SEC”).

Due to the application of step acquisition accounting, the Company’s financial statements are presented using the Predecessor–Successor reporting format. Financial information for the period from January 1, 2024, through February 7, 2024 and December 31, 2023 are labeled as “Predecessor,” representing the operations of the acquired entity prior to the business combination. Financial information from February 8, 2024, onward is labeled as “Successor,”. The Successor financial statements incorporate the fair value of assets acquired and liabilities assumed as of the acquisition date.

This presentation provides users with a clear distinction between the financial results before and after the acquisition, consistent with the requirements of Accounting Standards Codification (“ASC”) 805. For additional details regarding the acquisition and the fair value measurements, refer to “Note 5. Business Combinations.”

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has decided it is not opting out of such an extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Utility true-up adjustment

BV Power procures electricity through a local utility provider that oversees the purchasing, billing, and reconciliation of utility costs. Under this arrangement, BV Power undergoes an annual true-up adjustment to reconcile estimated energy costs with actual consumption and final rates provided by the local utility provider. As of December 31, 2024 (Successor), the estimated true-up accrual expense for the year is $49,277, which is included as a reduction in cost of revenues in the accompany statements of operations which reflects the anticipated adjustment for the energy usage and rates. For the year ended December 31, 2023 (Predecessor), the true-up resulted in a refund of $1,360,635 which, is included as a reduction in cost of revenues in the accompany statements of operations.

Risks and Uncertainties

The Company is subject to a number of risks similar to those of other companies operating in the industry.

Any electricity outage, limitation of electricity supply or increase in electricity costs could materially impact Company’s operations and financial performance.

The Company may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities.

Segment Information 

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in assessing performance and allocating resources. The Company, through its Chief Executive Officer in his role as chief operating decision-maker, views Company operations and manages the business as one operating segment.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue as the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer.

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses whether the promised goods or services promised within each contract are distinct and, therefore, represent a separate performance obligation. Goods and services that are determined not to be distinct are combined with other promised goods and services until a distinct bundle is identified. In determining whether goods or services are distinct, the Company evaluates certain criteria, including whether () the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (capable of being distinct) and (ii) the good or service is separately identifiable from other goods or services in the contract (distinct in the context of the contract).

The Company then determines the transaction price, which is the amount of consideration it expects to be entitled from a customer in exchange for the promised goods or services for each performance obligation and recognizes the associated revenue as each performance obligation is satisfied. The Company’s estimate of the transaction price for each contract includes all variable consideration to which it expects to be entitled. Variable consideration includes payments in the form of collaboration milestone payments. If an arrangement includes collaboration milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price.

Additionally, the estimated transaction price may include variable consideration, such as price concessions agreed upon with customers. These concessions may take the form of reductions in contractual amounts, curtailment credits, or other price adjustments. In accordance with ASC 606-10-32-7, such concessions are treated as variable consideration and recognized as reductions of revenue in the period in which they are granted, reflecting the economic substance of the arrangement.

In accordance with ASC 606-10-32-11 through 32-13, variable consideration is constrained and excluded from the transaction price at contract inception if the amount cannot be reliably estimated or if it is probable that a significant reversal of cumulative revenue may occur when the uncertainty is resolved. The Company applies the most likely amount method to estimate variable consideration and includes it in the transaction price only when it is reasonably assured that a significant revenue reversal will not occur. Variable consideration is recognized in revenue only when the uncertainty is resolved and the amount becomes probable of collection.

The Company’s contract to supply equipment, power capacity, and space within its data center facility is accounted for as a single performance obligation. Revenue is recognized over time as the Company’s contractual performance obligation is satisfied. The contract includes a variable element whereby contract revenue is adjusted monthly based on actual power usage compared to the fixed base specified in the contract. The Company accounts for these variable elements in the period incurred.

The Company’s main customer is billed monthly, in advance of services provided, in accordance with the agreed-upon contractual terms. Billings are typically collected within 30 days. The timing of revenue recognition, billings, and cash collections results in deferred revenue (“Contract liabilities”) in the accompanying balance sheets. Effective March 31, 2024, the Company and its main customer entered into an agreement to replace the main customer with a separate, unrelated customer on June 30, 2024. The separate, unrelated customer currently subcontracts approximately 50% of the main customer’s contract.

The Company did not bill its main customer for the variable portion of energy usage due to the annual true-up adjustment process to account for actual energy usage over the prior 12-month period, which occurs in the month of June every year. Revenue related to this variable portion is recognized upon true-up adjustment invoicing.

The Company’s other customer is billed monthly, in arrears of services provided, in accordance with the agreed-upon contractual terms. The Company requires a security deposit that is subject to increases based upon the customer’s energy usage. Billings are typically collected within 30 days. The timing of revenue recognition, billings, and cash collections results in accounts receivable and customer deposits in the accompanying balance sheets.

Concentration of Credit Risk

Financial instruments, which potentially subjects the Company to concentrations of credit risk, consist of cash and cash equivalents, accounts receivable and loan receivable. The carrying value of all these financial instruments approximates fair value. The amount of cash on deposit with the financial institution did not exceed the $250,000 federally insured limit as of December 31, 2024 (Successor). However, as of December 31, 2023 (Predecessor), the Company had approximately $4,473,000 on deposit in excess of insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on its cash.

Approximately 97% of the Company’s revenues for the period from February 8, 2024 to December 31, 2024 (Successor), and 97% for the period from January 1, 2024 to February 7, 2024 (Predecessor) and 99% for the year ended December 31, 2023 (Predecessor), respectively, were derived from one primary customer, Blue Ridge. It is important to note that Blue Ridge services a broader customer base, and the revenue from Blue Ridge is further distributed across several subtenants within their customer pool. Therefore, while the Company has significant revenue concentration from Blue Ridge, the revenue is not solely dependent on a single end customer but is instead spread across various subtenants of Blue Ridge.

Approximately 50% of this revenue concentration is derived from a subcontract between Blue Ridge and a separate unrelated customer. As of December 31, 2024 (Successor), the Company was engaged in buyout negotiations with a separate unrelated customer to potentially replace its main customer. See Note 10 – Subsequent Events for further details.

Approximately 100% of the Company’s cost of services for the period from February 8, 2024 to December 31, 2024 (Successor), 99% for the period from January 1, 2024 to February 7, 2024 (Predecessor) 89% for the year ended December 31, 2023 (Predecessor), respectively, were from one energy provider. Approximately 69% and 94% of the Company’s accounts payable and accrued expenses as of December 31, 2024 (Successor), and 2023 (Predecessor), respectively, were due to this energy provider.

As of December 31, 2024 (Successor), the Company had a loan receivable of $1,045,315 from member VCV Digital. The Company believes the loan is fully collectible.

The Company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. 

Cash and Cash Equivalents

Cash and Cash equivalents includes all cash balances and highly liquid investments with original maturities of three months or less. The Company classifies these items as current assets in balance sheet. In accordance with ASC 230-10-50-1, cash and cash equivalents are presented in the cash flow statement. The Company had $131,107 in cash as of December 31, 2024 (Successor) and $4,722,904 as of December 31, 2023 (Predecessor).

Accounts Receivables

Accounts receivables are stated at the amount management expects to collect from outstanding balances. The Company estimates the collectability of its receivables in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments (“ASC 326”) and establishes allowances for the amount of accounts receivable that the Company estimates to be uncollectible. As of December 31, 2024 (Successor), February 7, 2024 (Predecessor), and December 31, 2023 (Predecessor), the allowance for credit losses was determined to be immaterial.

Property, Plant and Equipment, Net

Property, plant, and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives. Major improvements that enhance the functionality or extend the asset’s useful life are capitalized, while routine maintenance and repairs are expensed as incurred. Upon disposal or retirement, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the statement of operations. As of December 31, 2024 (Successor), and 2023 (Predecessor), the Company had 9 and 23 mining containers, respectively, classified as held for sale. Additionally, as of December 31, 2024, (Successor) and 2023 (Predecessor), the Company had 8 containers in operations, which are included in the property, plant, and equipment on the accompanying balance sheets.

The estimated useful lives of the Company’s property, plant and equipment are as follows:

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If indicators of impairment exist, the Company evaluates recoverability by comparing the carrying amount of the asset to its estimated undiscounted future cash flows. If the carrying amount exceeds the recoverable amount, an impairment loss is recognized based on the asset’s fair value. As of December 31, 2023 (Predecessor), the Company determined that the estimated market value of its mining containers was less than cost. The Company recorded impairment losses of $293,732, which is recorded in other income (expense) in the accompanying statements of income.

Assets Held for Sale

The Company classifies long-lived assets as held for sale when management has approved and committed to a formal plan to sell the asset, the asset is available for immediate sale in its present condition, an active program to locate a buyer has been initiated, the sale is probable and expected to be completed within one year, the asset is being actively marketed at a price that is reasonable in relation to its fair value, and it is unlikely that significant changes to the plan will be made or withdrawn. Upon classification as held for sale, the asset is measured at the lower of its carrying amount or fair value less costs to sell, and depreciation ceases. If the carrying amount exceeds fair value less costs to sell, an impairment loss is recognized in the period the held-for-sale criteria are met, while gains on sale are recognized only upon completion of the transaction. The Company assesses the fair value of assets held for sale at each reporting period until the asset is sold or reclassified as an operating asset if it no longer meets the held-for-sale criteria.

Goodwill

Goodwill represents the excess purchase consideration of an acquired business over the fair value of the net tangible and identifiable intangible assets. Goodwill is evaluated for impairment annually in the fourth quarter, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant decrease in expected cash flows. No impairment charges were recorded with respect to goodwill for the period from February 8, 2024 to December 31, 2024 (Successor), for the period from January 1, 2024 to February 7, 2024 (Predecessor), or for the year ended December 31, 2023 (Predecessor).

Leases

Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligation to make lease payments over that term. ROU assets and lease obligations are recognized at the lease commencement date based on the present value of lease payments calculated using the implicit interest rate when it is readily determinable. In the absence of an implicit interest rate, management has elected the practical expedient to use an incremental borrowing rate as the discount rate.

Fair Value Measurements 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly, hypothetical transaction between market participants at the measurement date, or exit price. ASC 820, Fair Value Measurement (“ASC 820”) establishes a fair value hierarchy for inputs, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

Members’ Equity

The Company’s ownership is comprised of two members with membership interest of 50% each as of December 31, 2024 (Successor) and 2023 (Predecessor).

Income Taxes 

The Company is a limited liability company and is not subject to income taxes. The members include the Company’s taxable income or loss in their personal income tax returns. As a result, no income tax provision is included in the accompanying financial statements. Transactions for which tax deductibility or the timing of deductibility is uncertain are reviewed based on their technical merits in determining distribution of the Company’s income. Penalties and interest assessed by income taxing authorities are included in selling, general, and administrative expenses. No interest or penalties were recognized for the period from February 8, 2024 to December 31, 2024 (Successor), for the period from January 1, 2024 to February 7, 2024 (Predecessor), or for the year ended December 31, 2023 (Predecessor).

Recent Accounting Pronouncements

Recently Adopted Accounting Standards 

Effective January 1, 2023, the Company adopted Accounting Standards Update No. (“ASU”) 2016-13, Financial Instruments – Credit Losses, with updated guidance for the accounting for credit losses for financial instruments. The updated guidance applies a credit loss model (current expected credit losses) for determining credit-related impairments for financial instruments measured at amortized cost and requires an entity to estimate the credit losses expected over the life of an exposure. The estimate of expected credit losses considers both historical and current information, as well as reasonable and supportable forecasts, including estimates of prepayments. The expected credit losses and subsequent adjustments to such losses are recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value presented on the balance sheet at the amount expected to be collected. The adoption of this standard did not have a material impact on the financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. Under the standard, the accounting guidance improves the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The standard is not expected to have a significant impact on the Company’s financial statements.

The Company was not subject to, nor did it adopt, any new accounting pronouncements during the Successor period from February 8, 2024 to December 31, 2024, the Predecessor period from January 1, 2024 to February 7, 2024, or the year ended December 31, 2023 (Predecessor), that had a material impact on its financial condition, results of operations, or cash flows.

Property, plant, and equipment consisted of the following:

Depreciation expense was $589,516 for the period from February 8, 2024 to December 31, 2024 (Successor), $239,330 for the period from January 1, 2024 to February 7, 2024 (Predecessor), and $2,266,588 for the year ended December 31, 2023 (Predecessor).

Asset held for sale

As of December 31, 2024 (Successor), the Company had 9 mining containers classified as held for sale, and as of December 31, 2023 (Predecessor), the Company had 23 mining containers classified as held for sale. These containers are measured at the lower of their carrying amount or fair value less costs to sell, in accordance with ASC 360-10.

During the Successor period from February 8, 2024, to December 31, 2024 (Successor), and for the year ended December 31, 2023 (Predecessor), the Company sold 14 and 2 mining containers, respectively, generating total proceeds of $100,000 and $36,000. No gain or loss was recognized on these sales as they were sold at cost. Depreciation ceased on these containers once they were classified as held for sale.

Impairment

The Company evaluated its mining containers for impairment. As of December 31, 2023 (Predecessor), the Company assessed the recoverability of its mining containers and determined that the estimated selling value was lower than the cost. Accordingly, the Company impaired a portion cost of its mining containers. As a result, the Company recognized an impairment loss of $293,732 for the year ended December 31, 2023 (Predecessor). This impairment is recorded in Other Income (Expense) in the accompanying Statements of Income.

Effective February 7, 2024, the Company underwent a change in control due to a step acquisition by VCV Digital Solutions LLC. VCV Digital Solutions acquired 50% of the issued and outstanding membership interest of the Company from a related party, adding to its existing 45% indirect interest held through its subsidiary, Tiger Cloud LLC. As a result, VCV Digital Solutions, via Tiger Cloud LLC, obtained full control of the Company.

Although the transaction involved entities under common ownership, the Company evaluated the nature of the transaction and determined that it does not meet the criteria for a common control transaction under ASC 805-50-25-5 through 25-6. Prior to the acquisition, VCV Digital Solutions held significant influence but did not have control. The acquisition of the remaining 50% interest resulted in a substantive change in control and governance. Therefore, this transaction is not considered a common control transaction.

The Company elected to apply pushdown accounting in accordance with ASC 805-50-25-4 through 25-7, resulting in a new basis of accounting and the creation of a new reporting entity as of February 7, 2024.

The Company has revised its financial statement presentation to separately reflect the predecessor and successor periods in accordance with ASC 805-50. The predecessor period (January 1 - February 7, 2024) is presented under the historical cost basis, and the successor period (February 8 - December 31, 2024) is presented under the new fair value basis resulting from the application of pushdown accounting.

The total purchase consideration for the additional 50% interest was $7,684,150. As a result of the step acquisition, the assets and liabilities of the Company were revalued at fair value. The following adjustments were made:

The impact of these adjustments is reflected in the accompanying balance sheet as of December 31, 2024. The Company expects increased depreciation and amortization expenses in future periods due to the revaluation of assets.

The goodwill recognized in this transaction represents the excess consideration paid over the identifiable net assets, reflecting expected synergies, future economic benefits, and the value of the acquired business operations. In accordance with ASC 350 – Intangibles – Goodwill and Other, goodwill is not amortized but is subject to an annual impairment assessment, or more frequently if indicators of impairment arise. As of December 31, 2024 (Successor), the Company has assessed that no impairment indicators exist, and goodwill remains recorded at its carrying amount.

The Company generated revenue from hosting services which represents sole its revenue stream. Given that all revenue is derived from this single source, no further disaggregation is necessary. See Note 3, Summary of Significant Accounting Policies – Revenue Recognition for information on the Company’s revenue recognition accounting policies.

Contract Liabilities (Deferred Revenues)

Contract liabilities consist of amounts received from customers for which revenue has not been recognized. These amounts are classified as deferred revenue on the accompanying balance sheet and recognized as revenue as the related services performed.

The following table presents the change in the Company’s contract liabilities as of December 31, 2024 (Successor) and December 31, 2023 (Predecessor):

As of December 31, 2024 (Successor), the Company expects to realize substantially all the deferred revenue within 12 months and accordingly, these amounts are classified as current liabilities. There were no significant changes to contract terms, refund policies, or performance obligations during the periods presented. The Company had no material contract assets as of December 31, 2024 (Successor) and December 31, 2023 (Predecessor).

The Company leases land under a ground lease agreement to support its data center facility. Lease payments are made in cash in accordance with the lease terms. ROU assets consisted of the following:

As of December 31, 2024 (Successor) and December 31, 2023 (Predecessor), the weighted-average remaining lease term for operating leases was 1.75 years and 2.75 years, respectively. As of December 31, 2024 (Successor) and December 31, 2023 (Predecessor), the weighted-average discount rate for operating leases was 1.37%.

The lease agreement includes extension options, which may extend the lease beyond the original period. The Company has not included the potential impact of these extension options in the calculation of the lease term or related lease liabilities.

During the period from February 8, 2024 to December 31, 2024 (Successor), the period from January 1, 2024 to February 7, 2024 (Predecessor), and the year ended December 31, 2023 (Predecessor), the Company made cash payments to reduce its operating lease liabilities of approximately $97,652, $11,348, and $109,000, respectively.

Future minimum non-cancelable lease commitments under this lease are as follows:

Energy Contract

The Company has an energy services contract with a third party, which expires in October 2026. Under the terms of the agreement, the Company is committed to pay a minimum of $256,000 monthly for energy used in the previous month. Usage in excess of $256,000 is invoiced to the Company in arrears on a monthly basis. The Company may terminate this agreement prior to its expiration date for an early termination fee of $400,000.

Customer Contracts

As of December 31, 2024, the Company had a contract with its main customer to provide access to the data center facility, equipment, and power supply through April 2026. As disclosed in Note 10 – Subsequent Events, in May 2025, VCV acquired 100% of the equity interest in Blue Ridge, making it a wholly-owned subsidiary. Concurrently, Blue Ridge sold the Antbox containers to BV Power, which continues to provide services to Blue Ridge’s end customer under the existing arrangement.

Letter of Credit

As security for the energy contract, a related party has entered a stand-by letter of credit (“LC”) arrangement with its financial institution totaling $3,000,000 on behalf of the Company for the benefit of the third-party energy provider.

The LC is renewed annually and is secured by a certificate of deposit (CD), which also supports the Company’s surety bond obligations. As of the financial statement issuance date, the LC remains in place and is ongoing.

Other litigations

The Company is involved, from time to time, in litigation, other legal claims, and proceedings involving matters associated with or incidental to its business, including, among other things, matters involving credit card fraud, trademarks and other intellectual property, licensing, taxation, and employee relations. The Company believes at present that the resolution of currently pending matters will not, individually or in aggregate, have a material adverse effect on its financial statements. However, the Company’s assessment of any current litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact that are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.

In the normal course of business, the Company may enter into certain guarantees or other agreements that provide general indemnifications. The Company has not made any significant indemnification payments under such agreements in the past and does not currently anticipate incurring any material indemnification payments.

Consultant Agreement

The Company has a 5% profit share agreement with an unrelated third-party consultant. As part of this agreement, upon sale of the Company the consultant is also entitled to a payout based on the Company’s cash flows and a reasonable market multiple, as defined by the agreement. As of the date the financial statements, there were no agreements to sell the Company. During 2023, the Company made pre-payments of approximately $9,000, respectively, related to the profit-sharing portion of the agreement, which is included in other current assets in the accompanying balance sheet. During 2023, the consultant filed a lawsuit against the Company regarding the definition of profit and amounts owed under the agreement, recorded in other current assets on the balance sheet. During the period from February 8, 2024 to December 31, 2024 (Successor), the Company fully settled the consultant’s claim for $300,000, resolving all the outstanding obligations under the agreement. As of December 31, 2024 (Successor), the profit-sharing agreement is terminated, and there are no further liabilities or commitments related to this matter.

The Company reimbursed one of its members approximately $286,000 during the period from February 8, 2024 to December 31, 2024 (Successor), $33,000 during the period from January 1, 2024 to February 7, 2024 (Predecessor), and $432,000 for the year ended December 31, 2023 (Predecessor) for selling, general, and administrative expenses made for the benefit of the Company.

As of December 31, 2024 (Successor) and December 31, 2023 (Predecessor), approximately $334,000 and $45,000, respectively, was due to a member and is included in accounts payable and accrued expenses.

As of December 31, 2024 (Successor), the Company had a loan receivable of $1,045,315, which relates to funds loaned to VCV Digital Infrastructure Holdings to support its surety bond requirements. Specifically, BV Power Alpha LLC provided funds for a certificate of deposit (CD) in VCV Digital Solutions, LLC and to increase the letter of credit (LC) and surety bond. The loan is non-interest-bearing and is expected to be repaid based on contractual agreements between the parties. The Company considers the credit risk to be mitigated by the collateral value of the CD and the increased surety bond securing the loan. The Company evaluates the recoverability of loan receivables on an ongoing basis, considering factors such as the financial condition of the borrower and collateral value. As of December 31, 2024 (Successor), no allowance for credit losses has been recorded, as management believes the loan is fully recoverable.

Additionally, the Company had a loan payable to a related party totaling $18,750. These transactions were made during the period from February 8, 2024 to December 31, 2024 (Successor), and there were no such balances as of December 31, 2023 (Predecessor).

As of December 31, 2024 (Successor), the Company had receivables from related parties totaling $370,405, arising from operational activities. These amounts are expected to be settled in the normal course of business. These related party receivables include $35,500 due from Atlas Cloud AI LLC, $39,558 due from Tiger AIDC LLC, $26,315 due from Tiger Cloud LLC, and $269,033 due from VCV Digital Solutions. These balances reflect transactions related to the Company’s ongoing business operations and financial arrangements with related entities.

The Company has evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based upon this review, except for as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

In May 2025, VCV, a related party, entered into a purchase agreement to acquire 100% of the equity interest in Blue Ridge Digital Mining, LLC, making it a wholly-owned subsidiary. Concurrently, Blue Ridge sold the Antbox containers to BV Power for the agreed consideration. The purchase consideration is $2,332,000, payable in equal monthly installments of $97,167 from August 15, 2025, through August 15, 2027. This transaction has been accounted in respective period of financial statements as an asset acquisition under common control in accordance with ASC 805-50, as both the Company and the seller are ultimately controlled by VCV.

This purchase transaction of Antbox containers by BV Power is accounted for as an asset acquisition under common control in accordance with ASC 805-50, as both the Company and the seller are ultimately controlled by VCV. The Antboxes were delivered and accepted during Q2 2025 and accordingly capitalized within Property, Plant and Equipment.

In April 2025, the Company entered into a Letter of Intent (LOI) with Signing Day Sports, Inc. (“SDS”) outlining the terms and conditions of a proposed transaction in which BV Power would sell certain assets to SDS. This proposed transaction, subject to mutual agreement and the completion of a satisfactory due diligence review, is expected to close in the second half of 2025.

As outlined in the LOI, the transaction will involve the merger of BV Power into a newly formed subsidiary of SDS, and SDS will become a publicly traded company. The parties are currently working through the due diligence process, and the transaction is expected to be subject to the approval of both companies’ boards of directors and their respective shareholders. Management has determined that the execution of the LOI and the anticipated transaction do not require any adjustments to the financial statements as of the date of the issuance of these financial statements. The final financial impact of the transaction will be reflected in future periods, upon completion and closing of the transaction.

On July 11, 2025, the Company announced that Blockchain had confidentially submitted a draft registration statement on Form S-4 (the “Registration Statement”) to the U.S. Securities and Exchange Commission (“SEC”). The transaction remains subject to closing conditions and had not been finalized as of the date of the audit report issuance.