Shuttle Pharmaceuticals Holdings, Inc.: Form 10-Q for the period ended Jun 30, 2026

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) should be read in conjunction with our unaudited financial statements and the related notes thereto included elsewhere in this Quarterly Report and our financial statement and related notes contained in our annual report on From 10-K for the fiscal year ended December 31, 2025. The MD&A contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors including, but not limited to, those noted under “Risk Factors” in this report and in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report, except as required by U.S. federal securities laws.

Overview

On November 21, 2025, we acquired substantially all of the assets of Molecule.ai, a pharmaceutical software company building an artificial intelligence driven platform for molecular discovery and early-stage drug development, were acquired by a wholly owned subsidiary of ours. By combining modern AI techniques with structured scientific workflows, the Molecule.ai platform helps researchers explore the chemical space more efficiently, evaluate molecular ideas with greater clarity and make more informed decisions during the earliest stages of drug development. The platform is engineered to accelerate the iteration cycles that characterize modern drug discovery while preserving scientific reproducibility, traceability and operational reliability. Molecule.ai adapts state-of-the-art AI algorithms to create a practical, domain-specific AI infrastructure layer for molecular research and development. We will seek to leverage Molecule.ai’s molecular modeling and predictive analytics platform to significantly augment our drug discovery and development business purpose. In tandem with the Molecule.ai asset acquisition, on November 20, 2025, we committed to a plan to wind-down the Clinical Trials of Ropidoxuridine.

On March 9, 2026, we completed an underwritten public offering consisting of 223,880 shares of common stock and 476,120 pre-funded warrants, resulting in gross proceeds of approximately $3.5 million and net proceeds of approximately $3.2 million after underwriting discounts, commissions and estimated offering expenses. We used a portion of the proceeds to support marketing efforts and intend to use the remaining proceeds for working capital and general corporate purposes.

On May 6, 2026, we completed a PIPE Financing consisting of 1,910 shares of Series B-2 Convertible Preferred Stock and common stock purchase warrants exercisable for up to 927,185 shares of our common stock. The PIPE Financing generated gross proceeds of approximately $9.6 million and net proceeds of approximately $8.4 million after deducting placement agent fees, legal costs and other transaction costs. Subject to stockholder approval and the achievement of specified milestone events, investors may become entitled to receive pre-funded warrants exercisable for up to approximately 3,148,619 shares of our common stock. We are using the proceeds primarily to support digital asset and AI infrastructure initiatives through our United Dogecoin, Inc. subsidiary, with the remainder available for working capital and general corporate purposes.

Also on May 6, 2026, we completed the concurrent merger by and among the Company, Shuttle Merger Sub, Inc. and United Dogecoin, pursuant to the merger agreement entered into on April 30, 2026. Upon the closing of the merger, Shuttle Merger Sub, Inc. merged with and into United Dogecoin, with United Dogecoin surviving the Merger. As a result of the merger, United Dogecoin became a direct wholly-owned subsidiary of the Company (however, we do not have a controlling interest in United Dogecoin, as discussed further in Note 7 to the accompanying consolidated financial statements).

United Dogecoin was founded as a Dogecoin mining company built on three foundational advantages: scale, preferential access to best-in-class equipment, and an industry leading management team. Its mission was to establish and maintain category leadership in the Dogecoin sector through high-efficiency, low-cost mining operations and strategic coin accumulation, combining operational excellence, consistency and expert execution to build a robust reserve. Since the acquisition, UD has sought to become a start-up digital infrastructure company focused on the development, ownership, and operation of large-scale computing infrastructure supporting blockchain networks, AI, and high-performance computing (“HPC”) workloads. Our United Dogecoin subsidiary is currently seeking to build an energy-first digital infrastructure platform designed to deploy computing capacity across multiple end markets as demand evolves, with a strategy to identify, acquire, develop, and operate energy infrastructure capable of supporting large-scale computing operations. It is seeking opportunities where long-term access to reliable, low-cost power can provide a sustainable competitive advantage.

Initially, United Dogecoin intends to deploy infrastructure supporting Dogecoin mining while designing its facilities to accommodate AI, HPC, cloud computing, and other computational workloads over time. This flexible approach is expected to allow management to allocate computing capacity based on market demand and expected returns. To date, United Dogecoin has purchased 500 rigs and has initiated a co-location agreement for these units. United Dogecoin continues to evaluate strategic acquisitions, infrastructure development opportunities, commercial partnerships, and financing transactions intended to expand its digital infrastructure platform.

Nasdaq Listing Compliance

On December 31, 2024, we received a letter from the Staff of the Nasdaq Stock Market stating that for the 30 consecutive business day period between November 15, 2024 to December 30, 2024 our common stock had failed to maintain a minimum closing bid price of $1.00 per share, as required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we had a period of 180 calendar days, or until June 30, 2025, to regain compliance with the Minimum Bid Price Requirement.

Following our March 2025 $5.75 million equity financing, on March 14, 2025, Nasdaq acknowledged that we had regained compliance with the Listing Rule 5550(b)(1) but indicated that if we failed to evidence compliance upon filing the March 31, 2025 Form 10-Q, we may have been subject to delisting. We evidenced compliance through maintaining a minimum closing bid price of our common stock of $1.00 per share or greater from June 16, 2025 to July 1, 2025. Accordingly, we regained compliance with the Minimum Bid Price Requirement.

On June 16, 2025, in order to maintain the Minimum Bid Price Requirement, we effectuated a 1-for-25 reverse stock split of our issued and outstanding common stock, rounding up to account for any fractional shares. The reverse stock split had no effect on our authorized shares of common stock or preferred stock and the par value remained unchanged at $0.00001, respectively. All common stock share, option, warrant and per share amounts (except our authorized but unissued shares and previously reserved shares) have been retroactively adjusted in these consolidated financial statements and related disclosures.

On July 2, 2025, we received notification from Nasdaq acknowledging that we maintained the requisite minimum closing bid price of our common stock of $1.00 per share or greater. Accordingly, we regained compliance with Listing Rule 5550(a)(2), and the matter was closed.

We reported stockholders’ equity of $1,394,161 in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, and, as a result, were not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on Nasdaq to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Stockholders’ Equity Requirement”). We believe as of November 17, 2025, we regained compliance with the Stockholders’ Equity Requirement based upon our private placement consummated on November 4, 2025, pursuant to which we raised aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees and offering expenses payable by us.

For the year ended December 31, 2025, we reported stockholders’ equity of $2,254,446, and, as a result, were not in compliance with the Stockholders’ Equity Requirement. As of March 31, 2026, we regained compliance with the Stockholders’ Equity Requirement based upon our underwritten public offering of 223,880 shares of common stock at a public offering price of $5.00 per share, resulting in gross proceeds of $3,500,000 and net proceeds of approximately $3,100,000 after deducting underwriting discounts, commissions, and estimated offering expenses of $396,000. The offering included 476,120 pre-funded warrants at a price of $5.00 per warrant, each exercisable for one share of common stock at a nominal exercise price of $0.001 per share.

On June 11, 2026, we effectuated a 1-for-10 reverse stock split of our issued and outstanding common stock, rounding up to account for any fractional shares. The reverse stock split had no effect on our authorized shares of common stock or preferred stock and the par value remained unchanged at $0.00001, respectively. All common stock share, option, warrant and per share amounts (except our authorized but unissued shares and previously reserved shares) have been retroactively adjusted in these consolidated financial statements and related disclosures.

Results of Operations

Comparison of the three months ended June 30, 2026 and 2025

The following table summarizes the results of our operations:

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Research and Development. Total research and development (“R&D”) expense was $0.1 million for the three months ended June 30, 2026, as compared to $1.0 million to the three months ended June 30, 2025. The decrease in total R&D expense of $1.0 million, or 95%, is primarily related to a $0.7 million decrease in subcontractor expenses and $0.3 million decrease in R&D compensation related expenses. Subcontractor expense made up 70% of total R&D expenses in the three months ended June 30, 2026 and 71% of total R&D expenses during the three months ended June 30, 2025. R&D compensation related expenses were an insignificant amount in the three months ended June 30, 2026 as compared to $0.3 million in the three months ended June 30, 2025. The decrease is largely attributable to the lower employee headcount year over year and retirement of our CSO.

General and Administrative Expenses. General and administrative expenses in the three months ended June 30, 2026 decreased by $0.3 million, or 15%, from $2.3 million in the three months ended June 30, 2025 to $2.0 million in the three months ended June 30, 2026. The decrease in general and administrative expenses was primarily due to a $1.0 million decrease in advertising costs associated with investor relations, reflecting a one-time engagement fee paid to an investor relations agency during the three months ended June 30, 2025 that did not recur in the current-year period. The decrease was partially offset by a $0.7 million increase in amortization expense for developed technology, associated with the Molecule.ai intangible asset acquired in November 2025, which had no comparable amortization expense during the three months ended June 30, 2025.

Legal and Professional Expenses. During the three months ended June 30, 2026, legal and professional expenses increased by $1.4 million or 254% compared to the same period in 2025. The increase in legal and professional fees was primarily attributable to legal, accounting, valuation and regulatory compliance activities related to the merger with United Dogecoin during the three months ended June 30, 2026.

Other Income (Expense). During the three months ended June 30, 2026, other income increased by $0.8 million or 294% compared to other expense of the same period in 2025. The increase was primarily driven by a $0.8 million increase in gain on extinguishment of debt, partially offset by a $0.2 million decrease in change in fair value of convertible notes.

Comparison of the six months ended June 30, 2026 and 2025

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Research and Development. Total R&D expense was $0.3 million for the six months ended June 30, 2026, as compared to $2.6 million to the six months ended June 30, 2025. The decrease in total R&D expense of $2.3 million or 88%, is primarily related to a $1.5 million decrease in subcontractor expenses and $0.8 million decrease in R&D compensation related. Subcontractor expense made up 42.14% of total R&D expenses in the six months ended June 30, 2026 and 63% of total R&D expenses during the six months ended June 30, 2025. R&D compensation related expenses were an insignificant amount in the six months ended June 30, 2026 as compared to $0.9 million in the six months ended June 30, 2025. For the six months ended June 30, 2026, R&D compensation related expenses were 20% as a percent of total R&D expense, representing a decrease from the 34% of total R&D incurred in the six months ended June 30, 2025. The decrease is largely attributable to the lower employee headcount year over year and retirement of our CSO.

General and Administrative Expenses. General and administrative expenses in the six months ended June 30, 2026 increased by $0.2 million, or 7%, from 2.9 million in the six months ended June 30, 2025 to $3.1 million in the six months ended June 30, 2026. The increase in general and administrative expenses was primarily due to costs associated with investor relations of $0.5 million and amortization expense for developed technology of $1.3 million for the six months ended June 30, 2026.

Legal and Professional Expenses. During the six months ended June 30, 2026, legal and professional expenses increased by $1.4 million or 105% compared to the same period in 2025. The increase in legal and professional fees was primarily attributable to legal, accounting, valuation and regulatory compliance activities in connection with the Company’s May 2026 PIPE Financing, the United Dogecoin acquisition, and the Second Amendment to our Molecule.ai APA, during the six months ended June 30, 2026.

Other Income (Expense). During the six months ended June 30, 2026, other income increased by $0.8 million or 750% compared to other expense of the same period in 2025. The increase was primarily driven by a $0.8 million increase in gain on extinguishment of debt and a $0.1 million increase in change in fair value of derivative liabilities, partially offset by a $0.1 million decrease in change in fair value of convertible notes.

Liquidity and Capital Resources

Our unaudited condensed consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We have incurred losses since inception and had a net loss of $5.3 million and no revenues generated during the six months ended June 30, 2026 and working capital deficit of approximately $3.1 million as of June 30, 2026. We do not expect to generate positive cash flows from operating activities in the near future.

In January 2025, we entered into a change order to the existing agreement with Theradex Systems, Inc., our primary third-party CRO, for purposes of supporting our clinical trials of Ropidoxuridine. As disclosed in our SEC Form 8-K filings on October 21, 2025 and November 21, 2025, the Company received a letter from Theradex Systems, Inc., providing written notice of termination of the master agreement, dated November 1, 2018 (the “Master Agreement”), between us and Theradex, and all work orders thereunder, and demanding immediate payment of all outstanding amounts owed thereunder in the aggregate amount of $1.1 million. Pursuant to the notice of termination, on November 20, 2025, we entered into a release and settlement agreement (the “Settlement Agreement”) with Theradex, pursuant to which we will pay a partial payment of $300,000 to Theradex as full and final payment of any and all claims relating to the debt or obligation previously owed by us to Theradex, totaling approximately $557,000 (the “Outstanding Liabilities”) and in consideration of such payment, each party will release, acquit and discharge each other from all claims arising from the Outstanding Liabilities and Theradex will properly wind down operations in a manner compliant with the Food and Drug Administration. After the payments pursuant to the Settlement Agreement, we will still owe amounts, under five separate research site agreements between the Company and various hospitals, as disclosed in the Settlement Agreement. As part of the Company’s wind down of its Clinical Trials, the Company has incurred expenses that qualify as exit and disposal costs under U.S. GAAP. These include right of use asset impairment charges, accelerated expense recognition of share-based payments, and contract termination costs. Costs associated with the wind down of the Clinical Trials are recorded within research and development expenses in the consolidated financial statements of operations.

In March 2025, we entered into a consulting services agreement (the “Bowery Consulting Agreement”) with Bowery Consulting Group Inc. (the “Consultant”). According to the Bowery Consulting Agreement, the Consultant will provide consulting services in connection with our business, advising on viability of plans for scaling activities, growth and capital raising strategies and cost minimization associated with technological platform improvements and marketing spend. We agreed to pay the Consultant $0.3 million for their services, which we are not obligated to pay until we regain full Nasdaq listing requirement. We received notice from Nasdaq on July 2, 2025 that we had regained compliance with the listing requirement and have since paid the fee.

On April 3, 2025, the Company entered into a consulting agreement with the IR Agency LLC (the “IR Agency”). Pursuant to the consulting agreement, IR Agency agreed to provide certain marketing and advertising services to communicate information about the Company to the financial community, including, but not limited to, creating company profiles, media distribution and building a digital community with respect to the Company. As consideration for the performance of the Services, the Company paid IR Agency $2.0 million on April 5, 2025. The term of the consulting agreement was three months starting on April 3, 2025. For the year ended December 31, 2025, the Company incurred $2.0 million of costs under the consulting agreement.

On September 15, 2025, the Company entered into another consulting agreement with the IR Agency. Pursuant to the consulting agreement, IR Agency agreed to provide marketing and advertising services to communicate information about the Company to the financial community, including, but not limited to, creating company profiles, media distribution and building a digital community with respect to the Company. As consideration for the performance of the Services, the Company paid IR Agency $1.5 million. The term of the consulting agreement will be two months. For the year ended December 31, 2025, the Company incurred $1.5 million of costs under the consulting agreement.

In October 2025, the October 2024 Convertible Bridge Notes mandatorily converted into 11,761 shares of common stock due to reaching maturity. The Convertible Bridge Notes converted at a share price of $63.8, which is the conversion price with a 15% discount per the Convertible Bridge Notes’ terms. See Note 5 for more information.

On November 20, 2025, the Company entered into an asset purchase agreement to acquire Molecule.ai. The total purchase consideration was $10,117,304. For the year ended December 31, 2025, the Company made a $3,000,000 cash payment and issued 32,050 shares of common stock with a fair value of $564,073. As of December 31, 2025, the Company had contingent consideration payable and consideration payable of $2,000,000 and $4,435,927, respectively, related to the Molecule.ai acquisition. See Footnote 6 to the unaudited condensed consolidated financial statements included earlier in this Quarterly Report on Form 10-Q.

On March 19, 2026, the Company entered into a consulting agreement with IR Agency LLC. Pursuant to the consulting agreement, IR Agency agreed to provide certain marketing and advertising services to communicate information about the Company to the financial community, including, but not limited to, creating company profiles, media distribution and building a digital community with respect to the Company. As consideration for the performance of the services, the Company paid $1.3 million to IR Agency. The term of the consulting agreement was three months starting on March 19, 2026. For the six months ended June 30, 2026, the Company incurred $1.3 million of costs under the consulting agreement.

Our ability to continue as a going concern is dependent upon our ability to successfully raise additional equity or debt financing to fund ongoing operations, commercialize and further develop the Molecule.ai platform, develop and expand United Dogecoin’s digital asset infrastructure operations and other business strategies, and generate sufficient revenues and cash flows from our business activities. The Company and UD are currently negotiating a data center land deal and exploring other acquisition opportunities. Building on this anticipated transaction, management plans to undertake a significant capital raise in the near term, targeting between $120 million and $150 million. This financing will leverage the Company and UD’s existing sector network, investment bankers, and established industry relationships. The successful completion of the acquisition or any other acquisition, or such financing, however, cannot be guaranteed. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements contained in this report are issued.

Recent Financings

On March 9, 2026, the Company closed an underwritten public offering of 223,880 shares of our common stock at a public offering price of $5.00 per share, resulting in gross proceeds of $3.5 million and net proceeds of approximately $3.2 million after deducting underwriting discounts, commissions, and estimated offering expenses of $0.3 million. The offering included 476,120 pre-funded warrants at a price of $5.00 per warrant, each exercisable for one share of common stock at a nominal exercise price of $0.001 per share. The Company used $1.25 million of the net proceeds from this offering for marketing efforts and the remainder will be used for working capital and general corporate purposes.

In May 2026, the Company closed the PIPE Financing consisting of (i) 1,910 shares of Series B-2 Preferred Stock and (ii) common stock purchase warrants exercisable for up to 927,185 shares of the Company’s common stock at an exercise price of $10.30 per share. In addition, subject to stockholder approval and the achievement of specified milestone events, investors may receive the 2026 Pre-Funded Warrants exercisable for up to approximately 3,148,619 shares of the Company’s common stock. The PIPE Financing resulted in gross proceeds of $9.6 million and net proceeds of approximately $8.4 million after deducting placement agent fees, legal costs, and other transaction costs of approximately $1.2 million. The Company is using the proceeds for digital asset and AI infrastructure initiatives through our United Dogecoin, Inc. subsidiary and the remainder for working capital and general corporate purposes.

Balance Sheet Data

As of June 30, 2026, total current assets were $0.4 million and total current liabilities were $3.5 million, resulting in a working capital deficit of $3.1 million. As of December 31, 2025, total current assets were $0.5 million and total current liabilities were $8.0 million, resulting in a working capital deficit of $7.5 million. The Company’s current assets as of June 30, 2026 are comprised of $0.1 million of cash and cash equivalents and $0.3 million of prepaid expenses and other current assets. The decrease in current liabilities from December 31, 2025 was primarily due to the extinguishment of the $4.4 million consideration payable pursuant to the Molecule.ai Second Amendment and the Company’s remittance of $1.8 million in contingent milestone payments following the achievement of the Technology Development Milestones under the Molecule.ai Asset Acquisition, partially offset by a $1.3 million increase in accounts payable and accrued expenses and the recognition of a $0.4 million payable due to United Dogecoin.

Cash Flows

Cash Flows from Operating Activities

Our cash flows from operating activities are greatly influenced by our use of cash for operating expenses and working capital requirements (including marketing expenses) to support the business. We have historically experienced negative cash flows from operating activities as we invested in research and development activities. The cash used in operating activities resulted primarily from our net losses adjusted for non-cash charges, which are generally attributable to stock-based compensation, changes in fair value of our derivative liabilities, changes in fair value of our convertible notes, and amortization of debt discounts and finance fees, as well as changes in components of operating assets and liabilities, which are generally attributable to increased expenses and timing of vendor payments.

During the six months ended June 30, 2026, net cash used in operating activities of $3.0 million was primarily due to our net loss of $5.3 million, and change in fair value of derivative liabilities of $0.1 million, partially offset by depreciation and amortization of $1.3 million, and net change in operating assets and liabilities of $1.0 million.

During the six months ended June 30, 2025, net cash used in operating activities of $5.9 million was primarily due to our net loss of $6.8 million, change in fair value of convertible notes of $0.1 million, and interest payments on convertible notes accounted for at fair value of $0.1 million, partially offset by stock-based compensation of $0.6 million and the net change in operating assets and liabilities of $0.5 million.

Cash Flows from Investing Activities

During the six months ended June 30, 2026, net cash used in investing activities of 5.5 million was primarily attributable to $0.1 million of capitalized software purchases to support the Company’s operations, $3.6 million of installment payments related to the Molecule.ai asset acquisition, and $1.8 million of cash outflows for contingent consideration associated with the Molecule.ai asset acquisition.

During the six months ended June 30, 2025, the Company did not have investing activities.

Cash Flows from Financing Activities

For the six months ended June 30, 2026, cash flows provided by financing activities of $8.2 million was primarily attributable to $3.2 million of net proceeds from the issuance of common stock and pre-funded warrants in the Company’s March 2026 equity financing, net of placement agent costs, and $5.0 million of proceeds from the Company’s May 2026 PIPE Financing, net of issuance costs paid.

For the six months ended June 30, 2025, cash flows from financing activities was primarily comprised of proceeds of $5.4 million, from the sale of common stock and pre-funded warrants as part of the March 2025 equity financing, net of placement agent costs of $0.3 million, proceeds of $4.1 million, from the sale of common stock and pre-funded warrants as part of the June 2025 equity financing, net of placement agent costs of $0.2 million, partially offset by $0.5 million payment of other issuance costs for issuance of common stock and equity-classified warrants in the March 2025 and June 2025 equity financings, and $0.1 million of repayment of note payable-related party used to finance our ongoing operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies and Significant Judgments and Estimates

This discussion and analysis of our financial condition and results of operations is based on our unaudited consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these unaudited condensed consolidated financial statements requires us 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 unaudited condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While the significant accounting policies are described in more detail in the notes to the unaudited condensed consolidated financial statements included elsewhere in this report, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Our most critical accounting policies and estimates relate to the following:

• Research and Development Expenses
• Fair Value of Convertible Notes
• Fair Value of Warrant to Purchase Common Stock
• Fair Value of Derivative Financial Instruments
• Fair Value of Contingent Pre-Funded Warrants
• Useful Life of Molecule.ai Intangible Asset

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Research and Development Expense

Research and development expenses are charged to expense as incurred. Research and development expenses include, but are not limited to, product development, clinical and regulatory expenses, payroll and other personnel expenses, which may include portions of the Company’s executives to the extent they are actively involved in the research and development activities, materials, supplies, related subcontract expenses, and consulting costs. The periods presented include a portion of the Company’s former chief executive officer (prior to his transition to chief scientific officer), former chief operating officer, former vice president regulatory (formerly the chief financial officer) and directors’ compensation, prior to the individuals’ departures from the Company.

Fair Value of Convertible Notes

As permitted under ASC 825, we elected the fair value option to account for our October 2024 Convertible Bridge Notes. In prior periods, the valuation of the October 2024 Convertible Bridge Notes utilized a Monte Carlo simulation model. Monte Carlo simulation models require the use of simulations that are weighted based on projected future stock prices, the volatility of a set of guideline companies and significant unobservable inputs including probabilities assigned to not achieving a successful capital raise and a registration of related securities. Each simulation is based on the range of inputs in a scenario with the mean of the output on each simulation calculated as an average.

The significant inputs and assumptions used to estimate the fair value also include: (i) the expected timing of conversion, (ii) the amount subject to equity conversion, (iii) the sum of the notes’ principal and unpaid accrued interest, (iv) expected volatility, (v) risk-free interest rate, (vi) the discount rate, (vii) volume-weighted-average price (“VWAP”), (viii) illiquidity discounts, and (ix) probabilities assigned.

In the current reporting period, the Company calculated the fair value of the October 2024 Convertible Bridge Notes assuming a mandatory conversion due to the relatively short duration between the balance sheet date and the maturities in October 2025. The fair value was determined by calculating the number of shares into which the October 2024 Convertible Bridge Notes will convert in a mandatory conversion scenario, multiplied by the fair value per share of the Company’s common stock at the balance sheet date.

The October 2024 Convertible Bridge Notes are subject to revaluation at the end of each reporting period, with changes in fair value recognized in the accompanying unaudited condensed consolidated statements of operations, or for changes due to our credit worthiness, if any, as a component of other comprehensive income.

Fair Value of Warrants to Purchase Common Stock

We have issued warrants to investors in our debt and equity offerings. We have also issued warrants to service providers in relation to our financing offerings.

We evaluate all warrants issued to determine the appropriate classification under ASC 480 and ASC 815 (as well as under ASC 718 for warrants issued as share-based payments). In addition to determining classification, we evaluate these instruments to determine if such instruments meet the definition of a derivative.

For warrants that are determined to be equity-classified, we estimate the fair value at issuance and record the amounts to additional paid in capital (potentially on a relative fair value basis if issued in a basket transaction with other financial instruments). Warrants that are equity-classified are not subsequently remeasured unless modified or required to be reclassified as liabilities. For warrants that are determined to be liability-classified, we estimate the fair value at issuance and each subsequent reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of all outstanding warrants, including whether such instruments should be recorded as equity, is evaluated at the end of each reporting period.

For warrants with uncertain or more complex terms (such as variability in the warrant shares or exercise price), we may utilize more complex models to address such provisions, including Monte Carlo simulations or Black-Scholes Models. Monte Carlo simulation models require the use of simulations that are weighted based on projected future stock prices, the volatility of a set of guideline companies and significant unobservable inputs including probabilities assigned. Each simulation is based on the range of inputs in a scenario with the mean of the output on each simulation calculated as an average. Black-Scholes Models require specification of the current stock price, exercise price, expected term, expected volatility, a risk-free interest rate aligned with the expected term, and expected dividend yield.

The use of these valuation models requires the input of highly subjective assumptions. Any change to these inputs could produce significantly higher or lower fair value measurements.

Fair Value of Financial Instruments

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, such as the Acceleration Option in the Alto Warrants (as defined in Note 9 to the financial statements included earlier in this Quarterly Report on Form 10-Q). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities are evaluated at the end of each reporting period.

For our derivative financial instruments classified as a liability, we use a Black-Scholes Model to value the derivative instruments at inception and on subsequent valuation dates. The model requires specification of the current stock price, exercise price, expected term, expected volatility, a risk-free interest rate aligned with the expected term, and expected dividend yield.

Fair Value of Contingent Pre-Funded Warrants

We issue certain equity instruments that contain contingent settlement, vesting, issuance or exercise provisions. The Company evaluates these instruments to determine the appropriate accounting classification under applicable accounting guidance and estimates the fair value of such instruments when required. When such instruments are required to be measured at fair value, the Company estimates the fair value using a probability-weighted approach that incorporates management’s assessment of the likelihood of satisfying the applicable contractual conditions.

Significant assumptions utilized in these valuations may include the Company’s stock price, expected timing of contingent events, the probability of satisfying specified performance or operational conditions, and the likelihood of obtaining any required approvals. The selection of assumptions requires significant management judgment and may materially affect the estimated fair value of the instruments.

Changes in the expected timing or probability of achieving contingent events, changes in the Company’s stock price, or changes in other valuation inputs could result in materially different fair value measurements.

Useful Life of Molecule.ai Intangible Asset

The Company’s identifiable intangible asset consists of the Molecule.ai platform classified as developed technology. The Molecule.ai platform is a definite-lived intangible asset and is amortized on a straight-line basis over its estimated 4-year useful life, which reflects the period over which the asset is expected to generate economic benefits. The Company periodically reviews useful life assumptions and related classifications and updates them when facts and circumstances indicate a change is warranted.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Exchange Act Rule 15d-15(e)) are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of June 30, 2026, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Such evaluation was carried out under the supervision of one of our Co-Chief Executive Officers and our Chief Financial Officer. Based on this evaluation, management concluded that our disclosure controls and procedures were, and continue to be, ineffective as of June 30, 2026. Based on the foregoing, our management concluded that our internal controls over the following financial reporting areas to be material weaknesses:

• Our written policies and procedures over accounting transaction processing and period end financial close and reporting are limited, which has resulted in ineffective oversight in the establishment of proper monitoring controls over accounting and financial reporting; in addition, we lacked sufficient review and segregation of duties for certain financial transactions, manual journal entries, and critical financial spreadsheets, such that a proper review had not been performed by someone other than preparer, and that process documentation is lacking for review and monitoring controls over accounting and financial reporting.
• We identified findings related to overall information technology general controls (“ITGCs”) including issues with super-user access and segregation of duties for systems supporting the Company’s internal control processes and controls.
• We identified deficiencies in our entity level controls specifically related to timely communication of material contracts and other communications for consideration in the Company’s accounting and financial reporting processes.
• The Company did not maintain personnel with sufficient technical accounting and valuation expertise to identify, evaluate, and appropriately account for complex and non-routine transactions. Although management utilized third-party specialists, controls were not adequately designed or operating effectively to independently assess the reasonableness of the accounting conclusions and valuation analyses provided by those specialists, resulting in a reasonable possibility that material misstatements would not be prevented or detected on a timely basis.

Management’s Remediation Measures

While the Company has improved its organizational capabilities, the Company’s remediation efforts will continue to take place. Management is committed to maintaining a strong internal control environment. In response to the identified material weaknesses in the overall control environment, management is currently implementing additional measures which include:

• Engaged a third-party consulting firm to assist with the preparation of SEC reporting and other technical accounting matters.
• Redesigned and implemented certain management review controls around the proper classification of operating expenses as research and development and general and administrative.
• Redesigned and implemented formal communication by the Compensation Committee to and review of approved grants by executive management.
• Committed to more formal and disciplined approach to significant actions and decisions made by the Board with the inclusion of the Company’s Chief Financial Officer.

The Company will continue to review and improve its internal controls over financial reporting to address the underlying causes of the material weaknesses and control deficiencies. Such material weaknesses and control deficiencies will not be fully remediated until the Company has concluded that its internal controls are operating effectively for a sufficient period of time.

Changes in Internal Control over Financial Reporting

Except for the remediation efforts described above, there has been no change in the Company’s internal control over financial reporting during the three months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional improvements as necessary.

Included below, as risk factors that relate to United Dogecoin, a wholly owned entity, and operations.

Our United Dogecoin investee is an early-stage company with limited operating history.

The recently acquired United Dogecoin entity is an early-stage company which had no operations or material assets upon its acquisition and currently with a limited operating history. United Dogecoin has not generated revenue to date, only recently acquired its first assets, and no assurance can be made that United Dogecoin will achieve revenues or profitability in the near future, if ever. Accordingly, you should consider United Dogecoin’s business prospects in light of the costs, uncertainties, delays, and difficulties frequently encountered by companies in the early stages of development. Potential investors should carefully consider the risks and uncertainties that a company with limited operating history will face. Without limitation, potential investors should consider that United Dogecoin may be unable to:

• Successfully implement to execute its business plan, or demonstrate that its business plan is sound;
• Adjust to changing market conditions within the cryptocurrency market, particularly dogecoin;
• Attract and retain an experienced management team; or
• Raise sufficient funds to effectuate its business plan.

In addition, United Dogecoin expects to expand its planned business offerings from crypto mining and acquisition, to more broadly focus on the development, ownership, and operation of large-scale computing infrastructure supporting blockchain networks, artificial intelligence, and high-performance computing workloads. United Dogecoin is seeking to build an energy-first digital infrastructure platform designed to deploy computing capacity across multiple end markets as demand evolves. United Dogecoin can give no assurance that this expansion of its planned business model will be successful.

United Dogecoin has a limited operating history in the cryptocurrency mining space, and is subject to a number of risks and uncertainties which may affect its future viability.

As of the filing date of this Quarterly Report on Form 10-Q, United Dogecoin has yet to initiate any cryptocurrency mining operations. United Dogecoin purchased 500 dogecoin mining equipment rigs, with an expectation to purchase an additional 2,500 when funds permit. Additionally, among the risks and uncertainties applicable to United Dogecoin and its operations are:

• United Dogecoin may not have the capital to fully support its planned acquisition of ElphaPex mining rigs;
• United Dogecoin will rely upon a third-party to conduct most of its mining operations and will have limited ability to direct day-to-day mining operations;
• There are a finite number of available mining rigs or cryptocurrency computers and United Dogecoin faces intense competition for these rigs/computers;
• There is intense competition for computer chips, and supply chain delays or interruptions could impact the accessibility of chips used in mining operations;
• Access to stable power supply and data center co-location arrangements, could result in integration delays and impact United Dogecoin’s commencement of mining operations;
• Bans from governments such as China, together with pending legislation in Congress and other regulatory initiatives threaten the ability to use cryptocurrencies as a medium of exchange;
• United Dogecoin may not be able to liquidate its holdings of dogecoin at its desired price if material declines in market prices occur, which could negatively impact United Dogecoin’s future financial condition;
• United Dogecoin does not anticipate hedging the mining rate, market price, or sale of dogecoin; and
• Historical performance of dogecoin is not indicative of its future price performance.

For all of these reasons, as well as competition among similar cryptocurrency (including dogecoin alternative “alt” coins), United Dogecoin’s cryptocurrency mining business may not be successful and you may lose all or some of your investment.

Failure of critical systems related to United Dogecoin’s operations and/or infrastructure could have a material adverse effect on its business, financial conditions, and results of operations.

The critical systems related to United Dogecoin’s operations and infrastructure are subject to failure. Failure of any of its colocation hosts’ critical systems, including disruptions beyond United Dogecoin’s control, involving systems such as their data centers, equipment or services, routers, switches, power transmission, cooling systems, or network connectivity, could result in disruption, delay, or relocation of United Dogecoin’s operations, impacting United Dogecoin’s business operations, harming its reputation, and/or reducing its revenue (or projected start of revenue-generating operations). The destruction or critical failure of any of the facilities in which United Dogecoin’s mining rigs or other equipment is hosted could result in significant delays for repairs.

Colocation host infrastructure is subject to the following potential disruptions:

• Power loss or interruption;
• Equipment failure;
• Human error and accidents;
• Theft, sabotage, and vandalism, including security breaches;
• Maintenance oversight or inadequate servicing;
• Network failures, including wired or wireless connections;
• Service downtimes due to server maintenance, relocation, or replacement;
• Security breaches;
• Physical, electronic, and/or cybersecurity breaches;
• Animal activity;
• Natural disasters and extreme temperatures;
• Water damage;
• Public health crises, such as pandemics and epidemics; and
• Military conflict, terrorism, or other geopolitical events.

The occurrence of one or more of these events may have a material adverse effect on United Dogecoin’s business, financial condition, and results of its operations. Additionally, critical system failures may expose United Dogecoin to potential legal liability.

United Dogecoin has not yet entered colocation agreements or finalized power supply agreements; however, impacts to such third-parties could materially reduce United Dogecoin’s anticipated 43,200 GH/s hash rate and anticipated revenues. As a result of United Dogecoin’s equipment being stored in a third-party location, United Dogecoin’s ability to prevent, detect, and address certain impacts or system failures may be limited to the on-site capabilities of the third-party facility. Impacts requiring relocation of United Dogecoin’s dogecoin mining rigs could be costly, reduce anticipated revenue, and be limited due to geographical, geopolitical, or financial constraints.

United Dogecoin’s business may be impacted or influenced by geopolitical, social, economic, and other events and circumstances in the world.

United Dogecoin’s business may be impacted or influenced by geopolitical, social, economic, and other events and circumstances in the world. These include natural disasters, public health crises including pandemics and epidemics, geopolitical tensions including sanctions or other government acts, interest rates, inflation, commodity pricing, legislation, regulations, foreign currency fluctuations, tariffs, fluctuations in capital markets, dogecoin popularity, alt coin competition, and other industry and financial trends. For example, colocation agreements require the availability of data centers with reliable access to power and water for operations. In the United States, several states have taken action to limit data center construction. These legislative and regulatory actions, which are largely outside of United Dogecoin’s influence, could adversely impact the availability of colocation facilities, increase demand for the same space, limit alternatives, and adversely affect United Dogecoin’s business, financial condition, and results of operations.

United Dogecoin faces competition and may not be able to compete against current and future competitors.

Cryptocurrency is a highly competitive and evolving market. At this time, United Dogecoin goal is to capture approximately 1.5% of the world’s dogecoin mining capacity. United Dogecoin anticipates competition to increase and intensify as existing and new competitors refine, improve, and expand their business operations. As United Dogecoin expects to expand in its existing market or enter new markets, it will compete against more companies operating both in the United States and globally, some of which may be more experienced, better resourced, or have greater capital access.

The rising demand for energy, fueled by the expansion of applications like dogecoin mining and other high-powered computing tasks, is increasingly outstripping available supply. Dogecoin mining, in particular, requires highly efficient operations and access to affordable, large-scale energy resources. In addition, high-performance computing workloads need advanced infrastructure with significantly greater capacity than traditional data centers offer. This growing gap is further challenged by ongoing supply chain issues and regulatory hurdles, which have led to longer wait times for essential equipment such as ASIC rigs, GPUs, generators, and transformers. Delays in connecting to the power grid have also created obstacles for expanding digital infrastructure. Within this rapidly changing environment, United Dogecoin finds itself in direct competition with cloud service providers, other digital infrastructure companies, and other cryptocurrency mining operations. The competitive dynamics differ depending on the aspect of our platform:

• Power: United Dogecoin’s primary competition is for sites with reliable, high-capacity power and for colocation facilities that are already equipped with the necessary electrical infrastructure.
• Hardware & Mining Rewards: United Dogecoin also competes for specialized mining hardware and for Scrypt-based rewards, which are critical to achieving efficient and profitable dogecoin mining operations.

United Dogecoin is subject to risk associated with its reliance on electrical power.

United Dogecoin’s operations require significant amounts of electrical power and its business, financial condition, and results of operations may be impact by the unavailability of electricity and price changes in the power market. Market prices for power, capacity, transmission, and other services tied to United Dogecoin’s anticipated colocation hosts are unpredictable and are subject to rapid changes. Electricity can only be stored on a very limited basis and typically is produced for immediate subsequent use. As a result, prices are subject to rapid price swings due to supply and demand, especially in in the day-ahead and spots markets in a deregulated energy grid where United Dogecoin anticipates its colocation hosts to be located. Additional impacts to available electricity and pricing include:

• Changes in generation capacity within the market, including changes in the supply of electricity as a result of the development of new plants, expansion or reduction of existing plants, the continued operations of uneconomic power plants due to state subsidies, or additional or reduced transmission capacity;
• Future or planned grid integration with other states’ electrical grids, diversifying transmission and sourcing;
• Environmental legislation and regulations;
• Electrical supply disruptions, including contracted outages, unintentional plant outages, and transmission outages;
• Additions or removals of electrical infrastructure;
• Fuel price volatility;
• Fuel transportation capacity constraints or inefficiencies;
• Development of new fuels, electricity production technologies, new transmission methodologies, and new electrical storage technologies;
• Weather conditions, including extreme weather patterns and seasonal changes, which impact both renewable energy production, traditional power generation, and transmission;
• Changes in law, including judicial decisions;
• Changes in commodity pricing and the supply of commodities, including natural gas, oil, uranium, and coal;
• Changes in power usage and demand;
• Economic and political conditions;
• Supply and demand for energy commodities;
• Availability of critical electrical transmission components;
• Availability of competitively priced alternative energy sources;
• Availability of energy storage systems; and
• Changes in capacity prices and capacity markets.

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Fluctuations in power availability and pricing caused by various factors may affect the profitability of wholesale power generation and the anticipated costs for future operations. It is expected that power will be sourced through power purchase agreements through the ERCOT grid, which has previously experienced widespread outages and significant price volatility. The ERCOT grid poses a range of risks, including equipment failures, accidents, cybersecurity threats, disruptions of information technology systems, labor issues, outdated infrastructure, delivery and transportation challenges, interruptions in fuel supply, and performance shortfalls. These risks could potentially hinder efficient business operations and result in increased costs, expenses, or losses.

Additionally, there is no guarantee that power suppliers will provide service to future colocation partner facilities, or that, once power purchase agreements are established, suppliers will continue to deliver power over any period. Such agreements may be terminated, or colocation hosts may lose access to power under certain circumstances, and replacement power might not be available on commercially reasonable terms—or at all—especially given limited power availability and grid constraints in many markets. If colocation hosts are unable to secure or maintain adequate power arrangements, it could materially and adversely impact anticipated business operations, financial condition, and results. Furthermore, as expansion is considered, competition for locations with affordable power access may be significant.

United Dogecoin may be vulnerable to cybersecurity threats and breaches.

The risks associated with network and data security continue to grow in complexity and sophistication, while incidents such as security breaches, malware infections, ransomware, and hacking attempts remain a significant concern. Even with established protocols and preventive measures, our existing and future computer systems and servers are expected to be susceptible to a variety of cybersecurity threats, including denial-of-service attacks, unauthorized physical or digital access, theft or misuse by employees, and similar disruptions resulting from tampering. Because methods used to compromise security are constantly evolving and often only identified once an attack is underway, United Dogecoin may be unable to quickly recognize a breach, put protective actions in place promptly, or assess whether those actions can be bypassed.

Recent trends in cyber threats involve the use of artificial intelligence (AI) and machine learning, alongside a rise in cyber extortion and ransomware incidents, which feature both higher ransom demands and increasingly sophisticated approaches. Furthermore, the adoption of AI by United Dogecoin, United Dogecoin’s parent or its other subsidiaries, or third parties may introduce new security vulnerabilities. Should someone circumvent these networks or infrastructure securities, they could gain access to proprietary or sensitive information. Addressing these threats or resolving issues caused by cyber incidents may require substantial investment and resources. Any future breaches might expose United Dogecoin to greater risk of legal action, regulatory fines, loss of confidential information, reputational damage, and higher security expenses, all of which could negatively impact our business, financial health, and operational results.

Additionally, United Dogecoin’s cryptocurrency holdings are anticipated to be managed by a third-party qualified custodian rather than being kept in-house. This exposes United Dogecoin to risks related to the custodian’s operational practices, security measures, system reliability, and financial stability. If the custodian experiences a cybersecurity breach, operational failure, insolvency, or other disruption, United Dogecoin may face delays or loss—partial or complete—in accessing its digital assets, which could materially harm its business, financial standing, and operational results. Although the custodian employs cold-storage solutions and other security strategies to protect digital assets, no custodial system is completely immune to cyberattacks, internal errors, human mistakes, or emerging threats.

United Dogecoin may be subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by insurance.

Dogecoin mining operations, once initiated, are expected to face various hazards and operational risks inherent to this business, including:

• general risks associated with business operations;
• potential construction flaws or repair issues, as well as other forms of structural or facility damage;
• operation of cryptocurrency mining equipment;
• possible noncompliance or liabilities related to environmental, health, or safety laws, as well as permit requirements;
• damage caused by natural or human-made disasters; and
• claims from employees, contractors, or the public arising from exposure to potentially dangerous environments at or near anticipated operations.

Efforts to mitigate these risks may not always be effective or sufficient. Should any of these hazards or operational risks materialize, they could result in disruption of anticipated operations, legal liability, or litigation. Although it is expected that insurance coverage will be obtained and maintained at levels deemed appropriate, there can be no assurance that such coverage will be adequate or effective in all situations and against all potential hazards or liabilities. Even if insurance applies, there may be significant deductibles or coverage limits. Insurance policies typically carry standard exclusions, such as those for war or nuclear incidents. Any successful claim that is not fully insured could negatively impact the future dogecoin mining business, financial position, and anticipated results. Additionally, with rising insurance costs and evolving insurance markets, there is no guarantee that future coverage will remain available or be offered at rates or terms similar to those currently obtainable. Losses not covered by insurance could have a significant adverse effect on the expected dogecoin mining operations and financial condition.

Most of United Dogecoin’s infrastructure is anticipated to be located on collocated premises and the termination or higher renewal rate of our anticipated colocation contracts could have a material adverse effect on its business, financial conditions, and results of operations.

Since United Dogecoin expects to place its mining equipment in third-party colocation facilities, it faces additional risks should a colocation provider or one of its essential vendors encounter financial difficulties, insolvency, operational disruptions, or business interruptions. If a colocation provider becomes subject to bankruptcy or similar proceedings, issues could arise concerning access to United Dogecoin’s equipment, the prioritization of site operations, continued service provision, or enforcement of contractual rights. Such challenges could result in delayed, restricted, or prolonged inability to access hosted equipment. Even outside of bankruptcy, financial instability at a provider could lead to postponed maintenance, reduced staffing, weakened security measures, diminished operational redundancy, or increased pricing and more stringent contract terms. Any inability of the colocation provider to deliver services at expected performance levels, or any delay or limitation in accessing hosted equipment, could significantly and negatively affect United Dogecoin’s anticipated business activities, financial health, and operational outcomes.

United Dogecoin’s planned infrastructure will primarily rely on collocated premises, and there is no guarantee that colocation providers will consistently comply with contract terms, continue supporting United Dogecoin’s operations, or avoid terminating agreements despite intentions for long-term arrangements and renewal options. When initial contract terms expire, United Dogecoin may need to renegotiate terms with colocation providers. If new rates are less favorable than expected, United Dogecoin would need to adjust revenues to offset any increased costs. Failure to do so could negatively impact anticipated operating income. Furthermore, there is a possibility that contracts may not be renewed at all. The termination or unfavorable modification of these agreements could have a material adverse effect on United Dogecoin’s expected business, financial condition, and operational results.

United Dogecoin is subject to risks associated with an internet-dependent business.

United Dogecoin’s anticipated mining operations will rely on stable internet access at third-party colocation facilities where its equipment is planned to be hosted. Since United Dogecoin does not own or operate these centers or provide internet connectivity directly, it must depend on colocation partners and their network service providers for reliable service. There is no guarantee that these providers will consistently deliver adequate internet connectivity, nor can United Dogecoin be certain that connectivity, once established, will remain uninterrupted or free from disruptions, degradation, or termination. Should any substantial interruption, reduction, or loss of connectivity occur at one or more colocation sites, United Dogecoin may need to limit or halt its mining activities at those locations, potentially resulting in a significant negative impact on United Dogecoin’s expected business, financial condition, and operational outcomes.

United Dogecoin’s success depends on key personnel whose continued service is not guaranteed.

United Dogecoin’s success is closely tied to the contributions of Ryan Trasolini, who possesses extensive expertise in cryptocurrency, as well as strong industry reputations. He is critical to United Dogecoin’s planned business. If United Dogecoin were to lose Mr. Trasolini, it could significantly hinder its ability to pursue business and operational opportunities, as well as potentially damage United Dogecoin’s relationships with capital markets participants and other industry stakeholders. As competition within our sector intensifies, the risk increases that competitors may seek to recruit Mr. Trasolini. The departure of Mr. Trasolini could deprive us of his expertise and relationships, which may have a substantial negative impact on the United Dogecoin business operations, financial position, and overall results.

The continued growth and performance of United Dogecoin’s business depend on United Dogecoin’s ability to identify, recruit, develop, motivate, and retain top technical talent across all operational areas. The competition for qualified professionals in this industry is fierce, and there is no certainty that United Dogecoin will always be able to attract or retain the talent it needs. If United Dogecoin fails to secure and maintain a strong technical team, its business, financial health, and operating results could be materially and adversely affected.

United Dogecoin does not anticipate directly obtaining or holding material facility-level permits or approvals for its mining operations, as its equipment will be hosted at third-party colocation facilities. Our colocation providers will be responsible for obtaining, maintaining, and complying with permits, licenses, and approvals required to own and operate their data center facilities, including those related to zoning, construction, power usage, and environmental or energy regulation.

While United Dogecoin anticipates that colocation providers will be responsible for meeting all necessary permitting and licensing requirements, United Dogecoin’s future operations could be negatively impacted if these providers fail to secure, uphold, or comply with relevant permits or approvals—or if such authorizations are revoked, altered, delayed, or made subject to stricter regulations due to changes in law, policy, or regulatory interpretation. Any such issues could lead to the suspension, limitation, or discontinuation of activities at one or more sites where United Dogecoin’s equipment is expected to be hosted, potentially resulting in a material adverse effect on United Dogecoin’s prospective business, financial stability, and operational outcomes.

New offerings or business lines may expose United Dogecoin to additional risks.

United Dogecoin is a development stage entity with a limited management team and has only recently commenced operations. As United Dogecoin continues to build its business, ongoing development and anticipated growth are expected to place considerable strain on its management, operational, and financial infrastructure. To remain competitive within the Dogecoin mining sector, United Dogecoin may need to revise its business model or introduce new offerings or business lines periodically. Significant time and resources may be required to develop and market such offerings, and timelines for launching new business lines may not be met. Profitability goals may also prove unattainable. External factors—including regulatory compliance, industry competition, and evolving market demand—can further influence the successful rollout of new offerings. United Dogecoin’s personnel and technology systems may not adapt effectively to these changes, and integration of new business lines into existing operations may be challenging, especially given United Dogecoin’s lack of experience managing such initiatives. Competitive dynamics may prevent United Dogecoin from proceeding as planned or competing successfully. Even if United Dogecoin expands into new jurisdictions or business areas, such expansion may not yield expected profits. Additionally, introducing new offerings or business lines could significantly impact the effectiveness of United Dogecoin’s internal controls. If United Dogecoin does not effectively manage these risks during the development and implementation of new business lines, its business, financial condition, and operating results could be materially and adversely affected. Furthermore, United Dogecoin cannot guarantee that it will successfully identify all emerging trends and growth opportunities within Dogecoin mining or related markets, which may result in missed opportunities and further adverse effects on United Dogecoin’s business, financial condition, and operating results.

United Dogecoin may not respond adequately to price volatility and fast-evolving technology.

Dogecoin mining and related industries are highly competitive and require advanced technology for effective operations. These sectors are marked by swift technological advancements, regular product launches, improvements, and shifting industry standards. New technologies, methods, or products might emerge that outperform those expected to be utilized by United Dogecoin, and United Dogecoin will need to manage transitions to remain competitive. Although United Dogecoin is investing in hardware and technology for its facilities, it may not succeed—either generally or compared to competitors—in implementing new technology promptly or cost-effectively. System interruptions and failures may occur during such upgrades, and United Dogecoin cannot guarantee that anticipated benefits from new technology will be realized in a timely manner, if at all. As a result, United Dogecoin’s business, financial position, and operational results may be negatively affected.

Should United Dogecoin decide to pursue ownership or development of data center facilities in the future, constructing new data centers, expanding existing ones, or redeveloping facilities could introduce substantial risks to United Dogecoin’s dogecoin-focused business.

To support growth in targeted markets, United Dogecoin may need to expand an existing data center, lease new facilities, or acquire land for development. Global supply chain disruptions and inflation have exacerbated these risks and introduced new challenges. Key risks associated with data center development, expansion, or construction include:

• delays in construction;
• constraints related to power and the power grid;
• limited availability and delays for data center or power equipment, including generators and switchgear;
• unexpected budget fluctuations;
• higher costs and delays in securing building materials, raw resources, and data center equipment;
• challenges with labor availability, labor disputes, and work stoppages involving contractors, subcontractors, and other third parties;
• unexpected environmental challenges and geological issues;
• delays in securing permits and approvals from public agencies and utility companies for opening facilities; and
• unexpected lack of access to power.

United Dogecoin may face rising construction costs due to increasing prices for labor and raw materials, supply chain challenges, and heightened demand. Delays, difficulties in finding replacement goods, persistent inflation, and other disruptions could significantly impact costs for current or planned projects. Selecting appropriate sites is critical to United Dogecoin’s expansion, but suitable properties with high-power capacity and fiber connectivity may be scarce. United Dogecoin anticipates ongoing limitations in power availability and grid constraints in many markets, as well as shortages of necessary equipment, which could lead to site selection difficulties, construction delays, or higher expenses.

Currently, United Dogecoin anticipates to operate within the United States and Canada, which could expose United Dogecoin to risks related to international business activities.

As United Dogecoin expands outside the United States to Canada and perhaps other foreign jurisdictions, it may become exposed to various risks typically associated with international operations, such as:

• fluctuations in foreign currency exchange rates;
• greater challenges in protecting intellectual property and trade secrets, including increased litigation expenses and uncertain outcomes in jurisdictions abroad;
• greater exposure to disruptions affecting international third-party relationships, such as operational challenges, financial instability, insolvency, labor disputes, manufacturing issues, cost fluctuations, insurance concerns, natural disasters, public health crises, or other catastrophic events;
• unexpected changes in laws, regulations, or government actions;
• challenges in managing, staffing, and growing operations abroad;
• social, economic, or political instability;
• potential adverse impacts from modifications to tax or tariff regulations;
• complications with transfer pricing for cross-border intercompany activities;
• greater difficulty in ensuring adherence to United Dogecoin’s policies and the laws of numerous countries, including international environmental, health, and safety standards, and increasingly complex regulations governing global commerce such as import/export controls, sanctions, and trade regulations; and
• increased vulnerability to cybersecurity threats in foreign markets that could adversely affect United Dogecoin’s business, financial standing, and results.

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Should United Dogecoin undertake international operations in the future, it may incur substantial costs and these expenditures may not necessarily yield greater profitability. If United Dogecoin does not effectively manage these risks, its international activities could be negatively impacted, potentially harming its business, financial condition, and operating results.

If United Dogecoin fails to grow its hash rate, it may be unable to compete, and its business, financial condition, and results of operations could suffer.

Generally, a miner’s likelihood of solving a block on blockchain networks that utilize the Scrypt PoW consensus algorithm and earning the associated Dogecoin block reward and transaction fees depends on the miner’s hash rate, which is the amount of computing power dedicated to supporting these networks, compared to the total hash rate of all participating rigs.

As more participants join Scrypt Networks, the total network hash rate may rise, as additional companies deploy more computing resources to compete for block rewards. The introduction of new or more efficient mining equipment by competitors could increase network difficulty and decrease the share of rewards earned by any miner that does not expand its hash rate at a similar rate.

To remain competitive, United Dogecoin would need to continuously acquire and deploy additional mining equipment to replace machines lost to wear-and-tear or damage and to increase its hash rate in step with the growth of the aggregate network hash rate across Scrypt Networks. There is no assurance that United Dogecoin will have sufficient capital, access to equipment, or operational capacity to acquire and deploy new rigs at the scale or pace necessary to maintain or improve the profitability of future mining operations.

Additionally, predicting growth in network hash rate is highly challenging. Typically, increases in hash rate would be expected to correlate with rising Dogecoin prices, but this is not always the case. If hash rate increases without a corresponding rise in Dogecoin prices, United Dogecoin may not recover its investment in hardware and processing power needed to upgrade mining operations, and its results could suffer.

United Dogecoin may be unable to purchase rigs at scale or face delays or difficulty in obtaining new rigs at scale.

The profitability of United Dogecoin’s mining operations using the Scrypt PoW consensus algorithm would depend on whether the costs—including hardware and electricity—remain lower than the price of Dogecoin at the time of sale. As the cost to obtain new rigs increases, so does the cost of producing Dogecoin. Rigs experience wear-and-tear and may also face malfunctions beyond United Dogecoin’s control. Technology advancements may require United Dogecoin to acquire newer miner models to remain competitive. Upgrading and refreshing mining machines requires substantial capital investment, and United Dogecoin may face challenges in doing so promptly, depending on the price and availability of new rigs and access to capital resources.

United Dogecoin has observed periods where new rigs were scarce and delivery schedules delayed. There is no assurance that manufacturers will keep pace with surges in demand for mining equipment or fulfill orders fully and on time. Global supply chain issues or geopolitical matters may also impact manufacturers’ ability to deliver. If suppliers cannot meet demand, United Dogecoin may not be able to purchase rigs in sufficient quantities or on required delivery schedules. Advance deposits may be required, tying up capital for extended periods. If suppliers default, United Dogecoin may need to pursue recourse in international jurisdictions, which could be costly, time-consuming, and uncertain. There is no guarantee United Dogecoin would recover deposits paid, which could adversely affect its business, financial condition, and results of operations.

United Dogecoin may rely on third-party mining pool service providers for mining revenue payouts that may have a negative impact on its business, financial condition, and results of operations.

United Dogecoin would receive Dogecoin mining rewards through third-party mining pool operators. Mining pools allow rigs to combine processing power, increasing their chances of solving a block and getting paid. United Dogecoin would provide computing power to pools, which use it to operate nodes and validate blocks, then distribute United Dogecoin’s pro-rata share of Dogecoin mined based on contributed computing power.

Under mining pool agreements, United Dogecoin’s daily payout would be calculated based on hash rate contribution during the applicable period, after deducting pool fees. If pool operator systems experience downtime due to cyberattacks, software malfunctions, or similar issues, United Dogecoin’s ability to mine and receive rewards would be negatively affected. United Dogecoin depends on the accuracy of pool operators’ record keeping. If rewards are incorrectly calculated, United Dogecoin may have little recourse other than leaving the pool. Inconsistent or inaccurate rewards could adversely affect United Dogecoin’s business, financial condition, and results of operations.

The further development and acceptance of the Scrypt network and Dogecoin is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect United Dogecoin’s business, financial condition, and results of operations.

The use of Dogecoin for transactions is part of a rapidly evolving industry based on cryptographic protocols. The growth of this industry and the use of Dogecoin is highly uncertain, and development or acceptance may slow or stop unpredictably. Other factors affecting development and acceptance include regulatory changes, consumer preferences, limitations on financial institutions, maintenance and development of network protocols, consolidation in mining pools, popularity of alternative methods of transactions, use of networks for smart contracts, general economic conditions, environmental restrictions, increases in transaction costs, and negative consumer sentiment. Any of these factors could negatively impact United Dogecoin’s business, financial condition, and results of operations, as well as the value of Dogecoin mined or held.

The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives.

The emergence of competing blockchain platforms or technologies may cause industry participants and consumers to abandon Scrypt networks. Since United Dogecoin would mine only dogecoin and lytecoin, it could face difficulty adapting to new blockchain alternatives, which could prevent realization of anticipated profits and materially affect its business, financial condition, and results of operations.

United Dogecoin’s operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in Dogecoin or other digital assets.

United Dogecoin would compete with other companies mining dogecoin, as well as other financial vehicles such as securities, derivatives, or funds linked to digital assets. Market conditions may make it more attractive to invest directly in dogecoin or in other vehicles, which could reduce the market for our shares, and limit liquidity. Regulatory scrutiny of financial vehicles linked to dogecoin could also affect United Dogecoin’s ability to pursue its strategy or operate, materially impacting its business, financial condition, results of operations, and the value of dogecoin mined or held.

The characteristics of Dogecoin have been, and may continue to be, exploited to facilitate illegal activity such as fraud, money laundering, tax evasion, and ransomware scams. Dogecoin exchanges are relatively new and largely unregulated, making them more susceptible to fraud and failure. Such circumstances may reduce the price of dogecoin and adversely affect United Dogecoin’s business, financial condition, and results of operations.

Dogecoin and its exchanges are new and mostly unregulated. Features such as rapid transactions, cross-jurisdictional activity, irreversible transactions, and anonymity make dogecoin susceptible to illegal uses. Many exchanges lack transparency about ownership, management, or compliance. Negative perception or instability among exchanges may reduce confidence in dogecoin, result in higher volatility, and adversely affect United Dogecoin’s business, financial condition, and results of operations.

While United Dogecoin would maintain policies designed to comply with anti-money laundering and sanctions laws, if it transacts with bad actors using dogecoin for illicit purposes, it may face regulatory proceedings or restrictions. Negative perception and instability in digital asset markets, or the closure of exchanges due to fraud or security breaches, may reduce confidence and increase volatility. If investors view United Dogecoin’s stock as linked to dogecoin holdings, negative sentiment could impact its stock price.

It may be illegal now, or in the future, to acquire, own, hold, sell, or use Dogecoin, participate in blockchains, or utilize similar digital assets in one or more countries.

Currently, digital assets such as dogecoin are lightly regulated in most countries, but some, such as China, have severely restricted their use, including bans on mining and transactions. In certain nations, it is illegal to accept dogecoin for payments or to deposit dogecoin in banks. Such restrictions may limit large-scale use of dogecoin and could materially affect United Dogecoin’s business, financial condition, and results of operations, and the value of dogecoin mined or held.

A failure to properly monitor and upgrade the Scrypt network’s protocol could damage that network and an investment in United Dogecoin’s securities.

Scrypt-based blockchain networks are open-source projects, and contributors are typically not compensated for maintaining or updating protocols. Lack of financial incentives or resources may reduce promptness in addressing issues. If contributors fail to adequately maintain Scrypt-based protocols, United Dogecoin’s business, prospects, operations, and the value of dogecoin mined or held could be materially affected.

There is a possibility of Scrypt mining algorithms transitioning to “proof of stake” validation, which could make United Dogecoin less competitive and adversely affect its business, financial condition, and results of operations.

“Proof of stake” is an alternative validation method for digital asset transactions. If the Scrypt network transitions from “proof of work” to “proof of stake,” mining would require less energy and could render United Dogecoin less competitive. If United Dogecoin’s rigs cannot be modified to accommodate protocol changes, its business, financial condition, and results of operations would be significantly affected.

If a malicious actor or botnet obtains control of a majority of the processing power active on the dogecoin network, the blockchain may be manipulated in a manner that adversely affects an investment in United Dogecoin.

If a malicious actor or botnet gains majority control over processing power on the dogecoin network, it may alter the blockchain by constructing fraudulent blocks or preventing transactions from completing. Such control could enable “double-spending” and block confirmation delays. If the network does not reject fraudulent blocks, reversing changes may not be possible.

If rigs cease operations, processing power on the dogecoin network would decrease, making it more vulnerable to malicious actors obtaining majority control. Mining pools may occasionally exceed the 50% threshold, posing a risk of centralization. Unless the ecosystem ensures greater decentralization, the risk of majority control increases, which could adversely impact United Dogecoin’s business, financial condition, and results of operations.

Weather events and manmade disasters may affect United Dogecoin’s business.

Severe weather events or disasters may cause physical damage, disrupt power, increase electricity costs, or interrupt services at United Dogecoin’s colocation sites or those of vendors. Business continuity plans may not be effective under all circumstances. Prolonged disruption could materially affect United Dogecoin’s business, financial condition, and results of operations.

Forks or protocol changes in Scrypt-based digital asset networks may adversely affect the value of dogecoin United Dogecoin holds.

Contributors may propose changes to Scrypt-based protocols, including dogecoin, which could result in a “fork.” If modifications are accepted by a substantial plurality but not a majority, parallel competing blockchains may emerge. The value of dogecoin after a fork depends on many factors, including market reaction and network adoption. United Dogecoin may be expected to hold equivalent amounts of old and new assets after a fork, but may not be able to secure or realize the economic benefit of the new asset due to custody, risk, cost, or legal barriers. This could adversely affect the value of dogecoin held and United Dogecoin’s business, financial condition, and results of operations.

United Dogecoin is expected to be highly concentrated in dogecoin, which is highly volatile. Fluctuations in the price of dogecoin have influenced, and are likely to continue to influence, United Dogecoin’s business, financial condition, results of operations, and the market price of our common stock.

United Dogecoin’s investments and treasury strategy are expected to be highly concentrated in dogecoin. Revenue would be generated from Dogecoin rewards earned through mining, and United Dogecoin may acquire additional dogecoin through market purchases. Thus, United Dogecoin’s business, financial condition, and results of operations would be materially exposed to price movements in dogecoin.

Dogecoin has experienced significant price volatility, which has influenced and will likely continue to influence United Dogecoin’s operating results and the market price of our common stock. United Dogecoin would be adversely affected if dogecoin’s market price were to decline substantially due to decreased user and investor confidence, investment and trading activities, negative publicity, changes in consumer preferences, competition from other digital assets, declines in prices of other digital assets, disruptions in exchanges, cyber-attacks, bankruptcy filings, regulatory actions, reductions in mining rewards, scalability limitations, macroeconomic conditions, advances in cryptography, or geopolitical changes.

From time to time, United Dogecoin may enter into certain hedging transactions to mitigate exposure to fluctuations in the market price of dogecoin. Engaging in hedging transactions may expose United Dogecoin to risks associated with such transactions, including counterparty risk.

Hedging against declines in the value of United Dogecoin’s expected dogecoin holdings caused by volatility does not eliminate the possibility of losses if values decline for reasons other than those being hedged. Hedging may also limit gains if dogecoin prices increase.

It may not be possible to hedge against specific price movements if a hedging transaction is unavailable at an acceptable price. United Dogecoin may not be successful in mitigating its exposure to volatility in dogecoin prices through any hedging transactions undertaken.

United Dogecoin would hold dogecoin as a principal component of its treasury and operating strategy and, as a result of merged Scrypt mining, may also receive and hold other digital assets in de minimis amounts from time to time.

United Dogecoin’s digital asset holdings would not be insured and would not be held with a banking institution or a member of the Federal Deposit Insurance Corporation or Securities Investor Protection Corporation. Instead, United Dogecoin would safeguard its material digital asset holdings by utilizing third-party custody solutions. Although custodians employ security measures, neither United Dogecoin nor its custodians can guarantee against loss, damage, or theft. Insurance coverage may be limited or insufficient. Concentrated holdings of Dogecoin increase risks related to security breaches, operational failures, or custody risks. Any loss of digital assets could adversely affect United Dogecoin’s business, financial condition, and results of operations.

United Dogecoin would not directly possess or control private keys for the majority of its Dogecoin holdings, relying on third-party custodians to manage key infrastructure. United Dogecoin depends on the operational integrity and security of custodians to maintain access to its assets.

Any failure or compromise of a custodian’s systems could result in delayed access to, partial loss, or permanent loss of United Dogecoin’s Dogecoin. Transactions are generally irreversible, and any dogecoin that is stolen or incorrectly transferred may be irretrievable. United Dogecoin may have limited means of recovering assets lost due to the actions or failures of custodians or service providers, which could adversely affect its business, financial condition, and results of operations.

Dogecoin and the blockchain networks on which it operates have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activity.

Dogecoin and its supporting infrastructure may be vulnerable to cyberattacks, insider misconduct, technical failures, or other security incidents. A successful breach or compromise affecting United Dogecoin, its custodians, or service providers could result in partial or total loss of dogecoin or restrict access, which may not be covered by insurance. Natural disasters or human actions may also disrupt access. Any such loss or restriction could materially affect United Dogecoin’s business, financial condition, and results of operations.

Due to the evolving nature of insolvency law and market practice, digital assets held in custody for customers may be treated as part of a custodian’s bankruptcy estate.

United Dogecoin would maintain substantially all dogecoin in cold-storage custody arrangements with third-party custodians. Although generally expected that assets held in custody would not be treated as part of a custodian’s bankruptcy estate, insolvency law and market practice relating to digital assets remain untested in certain respects.

If, in the event of a bankruptcy or insolvency of a custodian, any dogecoin held on United Dogecoin’s behalf were deemed property of the bankruptcy estate, United Dogecoin could be treated as a general unsecured creditor. This could inhibit access or ownership rights over dogecoin and materially affect United Dogecoin’s business, financial condition, and results of operations.

Transactions executed through OTC counterparties may expose United Dogecoin to operational and counterparty risks.

In connection with treasury management activities, United Dogecoin may execute dogecoin transactions through OTC counterparties and agency-desk execution services. These activities expose United Dogecoin to operational and counterparty risks, including settlement delays, transaction errors, unauthorized transfers, disputes, and counterparty insolvency. Incidents affecting execution counterparties or market infrastructure could impair United Dogecoin’s ability to transact, result in losses, and damage its reputation, adversely affecting business, financial condition, and results of operations.

United Dogecoin may face risks related to liquidity.

Liquidity risk is the risk that United Dogecoin will not be able to meet financial obligations as they come due. United Dogecoin would fund obligations primarily from cash and may sell Dogecoin to fund working capital needs. Liquidity may be adversely affected by declines in Dogecoin prices, increases in operating costs, reduced mining profitability, regulatory developments, or capital market volatility. United Dogecoin may not be able to raise funds in a timely manner, in sufficient amounts, or on acceptable terms. Financing could result in dilution or impose restrictive covenants. If United Dogecoin cannot generate sufficient liquidity, it may need to reduce capital expenditures, curtail growth, or materially alter strategy, affecting its business, financial condition, and results of operations.

Adverse developments to Scrypt-based blockchain networks may impact mining revenue streams.

United Dogecoin’s mining operations would be entirely dependent on the Scrypt algorithm. Adverse developments affecting Scrypt-based networks, including changes to incentives, transaction fee economics, or miner participation, could simultaneously impact all mining revenue streams. Unlike rigs operating across multiple algorithms, United Dogecoin would not be able to reallocate computing power without significant capital or operational disruption. Any sustained deterioration in Scrypt-based mining economics could materially affect United Dogecoin’s business, financial condition, and results of operations.

The pseudonymous nature of blockchain transactions poses a risk that United Dogecoin’s dogecoin may be associated with illicit or sanctioned activities.

U.S. sanctions laws restrict dealings with sanctioned persons and jurisdictions. Due to the pseudonymous nature of dogecoin transactions, there is a risk that the dogecoin that United Dogecoin receives, holds, or transfers could be associated with sanctioned persons or illicit activity. While United Dogecoin may implement policies to mitigate these risks, controls may not be fully effective. Any actual or alleged violation could result in investigations, penalties, reputational harm, and restrictions on United Dogecoin’s ability to transact, materially affecting its business, financial condition, and results of operations.

There are risks associated with derivative transactions involving dogecoin.

United Dogecoin may engage in derivative transactions on dogecoin for hedging purposes. These transactions expose United Dogecoin to additional risks, including basis risk, liquidity risk, margin and collateral requirements, mark-to-market volatility, model risk, operational risk, and counterparty risk. Hedging strategies may prove ineffective or may limit gains if dogecoin prices rise. In stressed market conditions, hedging instruments may be unavailable or expensive, and United Dogecoin may incur losses on hedges and underlying assets simultaneously. Regulatory treatment of digital asset derivatives continues to evolve, and changes could increase compliance costs for United Dogecoin.

The medium- to long-term value of United Dogecoin’s digital asset holdings may be adversely affected by technological, network, cybersecurity, protocol, and adoption risks inherent in blockchain technologies.

The medium-to-long term valuation of digital assets held in United Dogecoin’s treasury is expected to be influenced by a variety of factors associated with blockchain technologies and network development. These factors include the recency of digital asset introduction, dependence on technological infrastructure, the role played by network participants, and susceptibility to malicious activity. Risks such as early-stage protocol development, loss of access to private keys, reliance on internet connectivity, blockchain forks, scaling challenges, lack of developer incentives, and potential cryptographic vulnerabilities may collectively impact the value and stability of digital assets.

Dogecoin price movements may become increasingly correlated with broader financial markets, and declines in dogecoin could reduce the value of United Dogecoin’s assets.

The returns associated with dogecoin have, at times, diverged from other asset classes. However, there is no assurance that such divergence will persist, and price movements may become increasingly correlated with broader financial markets. It is expected that, should the value of dogecoin decline, the value of United Dogecoin’s assets may experience a corresponding decrease.

Dogecoin’s status as a memecoin may expose United Dogecoin to heightened price volatility, speculative trading, and market manipulation risks.

Dogecoin originated as a memecoin, inspired by internet trends and lacking a stated use case or intrinsic value beyond its role as a digital collector’s item. Memecoins are subject to heightened volatility, often driven by viral online communities. United Dogecoin anticipates that dogecoin’s history as a memecoin may result in unpredictable and extreme price fluctuations, which could materially affect the value of dogecoin holdings and, by extension, the anticipated value of our common stock. Memecoins have historically been associated with market manipulation schemes, including pump and dump and wash trading.

Dogecoin’s unlimited supply may reduce its long-term value and negatively affect United Dogecoin’s treasury strategy and asset accumulation.

Dogecoin’s unlimited supply presents unique risks to its long-term value and the integrity of its network. Continuous daily mining without a supply cap may cause the value of dogecoin to decline absent sustained new demand. This dynamic is expected to impact adoption and network participation, as value incentives diminish. United Dogecoin recognizes that unlimited supply could undermine network integrity and negatively affect treasury asset accumulation strategies.

Evolving regulatory frameworks for digital assets may impose additional compliance burdens, operational constraints, and costs on United Dogecoin.

United Dogecoin anticipates that evolving regulatory interpretations may subject its activities, including treasury execution and related processes, to additional compliance obligations. Although operations have not commenced and United Dogecoin does not currently act as a money transmitter, exchange, or hosted-wallet provider, future regulatory changes could increase compliance costs and operational constraints, thereby affecting business prospects and financial outcomes.

If dogecoin or other digital assets are deemed securities, United Dogecoin could face reduced liquidity, restricted trading and custody channels, and additional regulatory obligations.

A potential determination by regulatory authorities that dogecoin or other digital assets are classified as securities may have material adverse effects on treasury asset value and common stock. Such a determination could restrict trading, clearing, and custody channels, reduce liquidity, and complicate market conversions. If digital assets held in treasury are deemed securities, United Dogecoin may be subject to additional regulatory frameworks, including the Investment Company Act of 1940, as amended, depending on asset composition.

New digital asset legislation could increase United Dogecoin’s compliance costs, reporting obligations, operational complexity, and restrictions on its business strategy.

Legislative proposals, such as the Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”), are expected to shape the regulatory landscape for digital assets. Should such legislation be enacted, it may classify certain assets as digital commodities and expand oversight by the Commodity Futures Trading Commission. New compliance obligations, reporting requirements, and prohibitions on yield offerings for stablecoin holdings are anticipated to increase operational complexity and costs for United Dogecoin. These developments could materially affect business strategy, liquidity, and market positioning.

Regulatory changes or enforcement actions by U.S. federal or state agencies could restrict United Dogecoin’s digital asset activities and adversely affect its business and value.

Anticipated regulatory scrutiny from U.S. federal and state agencies may alter the value and permissible uses of dogecoin. Agencies are expected to examine digital asset networks for risks related to illicit activities, safety, and soundness. Future regulatory actions may impose new restrictions or requirements, potentially affecting United Dogecoin’s ability to operate and the value of our common stock. Legislative reversals and renewed enforcement campaigns are possible, contributing to uncertainty in the digital asset sector.

Foreign laws, regulations, geopolitical events, and market disruptions could impair global demand for dogecoin and reduce the value of United Dogecoin’s digital asset holdings.

Foreign jurisdictions are expected to continue adopting laws and regulations that affect digital asset networks, trading platforms, and user activities. Conflicts between U.S. and foreign regulations may impede acceptance and growth of dogecoin outside the United States, thereby impacting global demand and treasury value. Events such as telecommunications interruptions, cyber-attacks, civil disturbances, and geopolitical developments may also contribute to volatility and negatively affect digital asset markets.

Uncertain or changing tax treatment of digital assets could adversely affect dogecoin prices, United Dogecoin’s treasury value, and stockholder tax consequences.

The tax treatment of digital assets remains uncertain, particularly for U.S. federal, state, local, and foreign tax purposes. United Dogecoin anticipates that future guidance or changes in tax regulations could have adverse effects on digital asset prices and, consequently, treasury value and our common stock. Developments such as forks, airdrops, and similar occurrences may increase uncertainty regarding tax obligations and asset classification.