Form 8-K/A

8-K/A — OLENOX INDUSTRIES INC.

Accession: 0001213900-26-087885

Filed: 2026-08-11

Period: 2026-05-26

CIK: 0001023994

SIC: 5030 (WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS)

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0301631-8ka1_olenox.htm (Primary)

EX-99.1 — AUDITED ANNUAL FINANCIAL STATEMENTS OF CS DIGITAL VENTURES, LLC FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (ea030163101ex99-1.htm)

EX-99.2 — UNAUDITED FINANCIAL STATEMENTS OF CS DIGITAL VENTURES, LLC FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (ea030163101ex99-2.htm)

EX-99.3 — UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (ea030163101ex99-3.htm)

GRAPHIC (ea030163101_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0301631-8ka1_olenox.htm · Sequence: 1

true

0001023994

2026-05-26

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K/A

(Amendment

No. 1)

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date

of earliest event reported): May 26, 2026

OLENOX INDUSTRIES INC.

(Exact Name

of Registrant as Specified in its Charter)

Delaware

001-38037

95-4463937

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

1207 N. FM 3083 Bldg. C

Conroe, TX 77304

(Address of Principal

Executive Offices, Zip Code)

Registrant’s

telephone number, including area code: (936) 323-6332

(Former name

or former address, if changed since last report.)

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.01

OLOX

The Nasdaq Stock Market LLC

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On May 28, 2026, Olenox Industries, Inc. (the

“Company”), a Delaware corporation, filed a Current Report on Form 8-K (the “Initial Report”) to report that on

May 26, 2026, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with CS Digital

Ventures, LLC, a Delaware limited liability company (“CS Digital”), the members of CS Digital listed on the signature page

thereto (collectively, the “Sellers”), and Bernardo Schucman, in his capacity as the seller representative (the “Seller

Representative”). Pursuant to the Purchase Agreement, the Company acquired 100% of the issued and outstanding membership interests

of CS Digital (the “Acquisition”) on the same date.

This Current Report on Form 8-K/A (this “Amendment”)

amends and supplements the Initial Report to provide financial statements of CS Digital, and the pro forma financial statements of the

Company required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment. This Amendment

should be read in connection with the Initial Report, which provides a more complete description of the Purchase Agreement and transactions

contemplated thereby.

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial Statements of CS Digital

The audited financial statements of CS Digital

for the years ended December 31, 2025 and 2024, together with the related notes to the financial statements, are included as Exhibit 99.1

to this Current Report.

The unaudited financial statements of CS Digital

for the three months ended March 31, 2026 and 2025, together with the related unaudited notes to the financial statements, are included

as Exhibit 99.2 to this Current Report and are incorporated herein by reference.

(b)

Pro Forma Financial Information.

The unaudited pro forma consolidated financial

statements of the Company for the three months ended March 31, 2026, and for the year ended December 31, 2025, are included as Exhibit

99.3 to this Current Report and are incorporated herein by reference.

The pro forma financial information included in

this Amendment No.1 has been presented for informational purposes only and is not necessarily indicative of the consolidated financial

position or results of operations that would have been realized had the acquisition occurred as of the dates indicated, nor is it meant

to be indicative of any anticipated consolidated financial position or future results of operations that the Company will experience after

the acquisition. The pro forma financial information is subject to a full valuation report to be completed by the Company according to ASC 805.

(d)

Exhibits

99.1

Audited Annual Financial Statements of CS Digital Ventures, LLC for the Years Ended December 31, 2025 and 2024

99.2

Unaudited Financial Statements of CS Digital Ventures, LLC for the Three Months Ended March 31, 2026 and 2025

99.3

Unaudited Pro Forma Consolidated Financial Information

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

OLENOX INDUSTRIES INC.

Dated: August 11, 2026

By:

/s/ Michael McLaren

Name: Michael McLaren

Title: Chief Executive Officer

EX-99.1 — AUDITED ANNUAL FINANCIAL STATEMENTS OF CS DIGITAL VENTURES, LLC FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

EX-99.1

Filename: ea030163101ex99-1.htm · Sequence: 2

Exhibit 99.1

CS DIGITAL VENTURES, LLC

FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

CS DIGITAL VENTURES, LLC

TABLE OF CONTENTS

Page

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Years Ended December 31, 2025 and 2024

Statements of Changes in Members’ Equity for the Years Ended December 31, 2025 and 2024

Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

Notes to Financial Statements

Report of Independent Registered Public Accounting

Firm

To The Management of CS Digital Ventures, LLC

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of CS Digital Ventures, LLC, (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes

in members’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial

statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our

audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,

whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over

financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but

not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly,

we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Grassi & Co., CPAs, P.C.

We have served as the Company’s auditor since 2026.

Glastonbury, Connecticut

August 10, 2026

CS DIGITAL VENTURES,

LLC

BALANCE SHEET

As of December 31,

2025

2024

ASSETS

Current assets

Cash

$ 1,643,812

$ 367,058

Bitcoin

976,363

3,824,230

Other digital assets

136,867

Equipment - in progress

8,100,000

Total current assets

2,757,042

12,291,317

Property and equipment, net

28,389,591

13,923,218

Security deposits

2,274,534

973,674

Total assets

$ 33,421,167

$ 27,188,209

LIABILITIES AND MEMBERS’ EQUITY

Current liabilities

Accounts payable

$ 220,000

$ -

Credit cards payable

789

13,102

Accrued expenses and other current liabilities

885,963

336,157

Total current liabilities

1,106,752

349,259

Long-term liabilities

Long-term business loans - Francesca Forcella

15,202,424

8,100,000

Total Long-term liabilities

15,202,424

8,100,000

Total Liabilities

16,309,176

8,449,259

Members’ equity

Class A Units, no par value, 400 units authorized; 400 units issued and outstanding as of December 31, 2025 and 2024, respectively, representing 40.0% of total outstanding units.

Class B Units, no par value, 600 units authorized; 600

units issued and outstanding as of December 31, 2025 and 2024, respectively, representing 60.0% of total outstanding units.

Class C Profits Interest Units, no par value, no units issued or outstanding

as of December 31, 2025 and 2024, respectively.

Member capital contribution

20,000,000

19,978,160

Accumulated deficit

(2,888,009 )

(1,239,210 )

Total members’ equity

17,111,991

18,738,950

Total liabilities and members’ equity

$ 33,421,167

$ 27,188,209

The accompanying notes are an integral part of

these financial statements.

CS DIGITAL VENTURES, LLC

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31,

2025

2024

Revenue

Mining revenue

$ 20,596,660

$ 3,872,018

Services revenue

37,614

17,724

Total Revenue

20,634,274

3,889,742

Costs and Expenses

Cost of revenues (excludes depreciation presented below):

9,177,028

1,221,708

Operating expenses

5,777,238

2,173,799

Depreciation expense

6,245,409

1,878,122

Change in fair value of bitcoin

(297,348 )

(12,578 )

Loss (gain) on sale of equipment

(160,958 )

Total Costs and Expenses

20,902,327

5,100,093

Operating income

(268,053 )

(1,210,332 )

Other income

Interest expense

(1,380,750 )

(28,919 )

Total other expense

(1,380,746 )

(28,859 )

Net loss before income taxes

(1,648,799 )

(1,239,210 )

Income taxes

Net loss

$ (1,648,799 )

$ (1,239,210 )

The accompanying notes are an integral part of

these financial statements.

CS DIGITAL VENTURES,

LLC

STATEMENTS OF CHANGES

IN MEMBERS’ EQUITY

CLASS A

CLASS B

CLASS C

Member Capital

Accumulated

Total

Members’

Units

Amount

Units

Amount

Units

Amount

Contribution

Deficit

Equity

Balance at inception

Contribution

400

600

$ 19,978,160

Net loss 2024

$ (1,239,210 )

(1,239,210 )

Balance as of December 31, 2024

400

600

$ 19,978,160

(1,239,210 )

18,738,950

Contribution

21,840

Net loss 2025

(1,648,799 )

Balance as of December 31, 2025

400

600

$ 20,000,000

$ (2,888,009 )

$ 17,111,991

The accompanying notes are

an integral part of these financial statements.

CS DIGITAL VENTURES,

LLC

STATEMENTS

OF CASH FLOWS

YEARS ENDED DECEMBER 31,

2025

2024

Operating Activities:

Net loss

$ (1,648,799 )

$ (1,239,210 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

Depreciation

6,245,409

1,878,122

Change in fair value of bitcoin

(297,348 )

(12,578 )

Capitalized interest added to loan balance

214,586

Gain on sale of equipment

(160,958 )

Changes in assets and liabilities:

Bitcoin

3,145,216

(3,811,652 )

Other digital assets

(136,838 )

(29 )

Equipment – in progress

8,100,000

Credit Card payable

206,897

13,102

Accrued and other current liabilities

550,595

336,157

Net cash provided by (used in) by operations:

16,379,718

(2,997,046 )

Investing Activities:

Purchase of property and equipment

(13,823,944 )

(16,272,360 )

Proceeds from the sale of mining equipment

631,978

Security deposits

(1,300,860 )

(973,674 )

Net cash used in investing activities

(15,124,804 )

(16,614,056 )

Financing Activities:

Contributions

21,840

19,978,160

Net cash provided by financing activities

21,840

19,978,160

Net increase in cash

1,276,754

367,058

Cash at beginning of year

367,058

Cash at end of year

$ 1,643,812

$ 367,058

Supplemental Disclosures of cash flow information:

Cash paid for interest

1,380,750

Supplemental Disclosures of noncash investing and financing activities:

Equipment deposits financed through note payable

6,887,838

8,100,000

The accompanying notes are an integral part of

these financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

Note 1 - Organization and nature of operations

CS Digital Ventures LLC (the “Company”)

is a Delaware limited liability company formed on April 15, 2024. The Company is engaged in digital asset mining and related data processing

and hosting activities, and maintains significant property and equipment deployed in cryptocurrency mining operations.

Note 2 - Basis of presentation and going concern

The accompanying financial statements have been

prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are presented

in U.S. dollars.

The Company incurred net losses during the years

ended December 31, 2024, and 2025. As of December 31, 2025, the Company had an accumulated deficit of $2,888,009 and a consolidated loan

obligation of $15,202,424. Although the Company maintained a current ratio of approximately 2.49:1 as of December 31, 2025, management

concluded that the recurring losses and outstanding debt raised substantial doubt about the Company’s ability to continue as a going concern.

Management evaluated the Company’s ability to

continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements—Going Concern. In performing this

assessment, management considered all relevant conditions and events known and reasonably knowable as of the date these financial statements

were available to be issued.

Subsequent to year-end, in April 2026, the consolidated

loan obligation of $15,202,424 was fully extinguished through a debt-for-equity exchange. In addition, as of May 31, 2026, the Company

held approximately $2,513,293 in cash and Bitcoin with a market value of approximately $329,499, resulting in total liquid assets of approximately

$2,842,792. The Company also generated approximately $16.4 million of cash from operating activities during the period and management

projects positive monthly free cash flows beginning in July 2026 and continuing through at least August 2027.

Based on these factors, management believes that

the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern have been alleviated

and that the Company has sufficient liquidity and financial resources to meet its obligations as they become due for at least one year

from the date these financial statements are available to be issued.

Note 3 - Summary of significant accounting

policies

Use of estimates

The preparation of financial statements in conformity

with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, and

expenses, and the related disclosures. Significant estimates include the fair value of digital assets, the useful lives of long-lived

assets, and the assessment of impairment indicators of long-term assets. Actual results could differ from those estimates.

Cash

Cash consists of funds held in bank accounts.

As of the reporting date, the Company did not hold any cash equivalents. The Company maintains cash balances at financial institutions,

which may, at times, exceed federally insured limits.

Bitcoin

The Company adopted ASU 2023-08, Accounting for

and Disclosure of Crypto Assets, effective January 1, 2025. The Company’s bitcoins are measured at fair value at each reporting

date, with changes in fair value recognized in net income in the period in which they occur. Fair value is determined using observable

quoted prices from active cryptocurrency exchanges (principally CoinGecko, Coinbase, and Kraken) at the measurement date.

The accompanying notes are an integral part of

these financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

Note 3 - Summary of significant accounting

policies (continued)

Concentration of credit and other risks

The Company maintains cash balances at financial

institutions that may exceed federally insured limits. Management monitors the financial condition of these institutions and believes

credit risk is not significant.

The Company generates bitcoin mining revenue through

third-party mining pools, primarily Foundry USA and ViaBTC, and therefore is subject to risks associated with the availability and performance

of these service providers.

The Company’s operating results are also affected

by fluctuations in the market price of bitcoin and by the availability of electricity and internet connectivity necessary to conduct mining

operations.

Revenue recognition

The Company recognizes revenue in accordance with

ASC 606, Revenue from Contracts with Customers, using the following five-step model: (i) identify the contract with a customer,

(ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price

to the performance obligations, and (v) recognize revenue when, or as, each performance obligation is satisfied.

Bitcoin Mining Revenue

The Company generates revenue by providing hash

computation services to third-party mining pool operators. The Company currently participates in mining pools operated by Foundry USA

and ViaBTC under contractual arrangements whereby its mining equipment contributes computing power to the Bitcoin network in exchange

for Bitcoin rewards.

Revenue from mining activities is accounted for

in accordance with ASC 606, Revenue from Contracts with Customers. The Company’s performance obligation is satisfied as hash computation

services are provided to the mining pool operators. Revenue is recognized when the Company has the right to receive consideration, which

generally occurs when the mining pool operators determine the Company’s share of mining rewards based on the computational power contributed.

The consideration received is noncash consideration

in the form of Bitcoin and is measured at fair value on the date the mining rewards are earned using the quoted market price in the Company’s

principal market. Subsequent changes in the fair value of Bitcoin after initial recognition are recognized separately and are not included

in revenue.

Mining pool fees charged by the operators, when

applicable, are recorded as a reduction of mining revenue. Mining rewards are generally settled on a daily basis. The Company has concluded

that these arrangements do not contain a significant financing component due to the short period between the transfer of services and

settlement.

Mining-as-a-Service (MaaS) Revenue

The Company recognizes revenue from Mining-as-a-Service

(“MaaS”) arrangements over time as hash-rate capacity is continuously provided to the customer. Revenue is recognized ratably

over the contractual service period as the related performance obligation is satisfied.

Fair value measurements

Fair value is defined as an exit price, representing

the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date. As such, fair value is a market-based measurement that is determined based on assumptions that market participants

would use in pricing an asset or a liability.

The accompanying notes are an integral part of

these financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

Note 3 - Summary of significant accounting

policies (continued)

Fair value measurements (continued)

Fair value measurements are classified and disclosed

in one of the following three categories:

Level 1: Quoted prices in

active markets for identical assets or liabilities.

Level 2: Observable inputs other than

Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Level 3: Unobservable inputs which are

supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted

cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant

judgment or estimation.

The fair value hierarchy also requires an entity

to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities

measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company updates its assumptions each reporting

period based on new developments and records such amounts at fair value based on the revised assumptions until the agreements expire or

the contingency is resolved, as applicable.

Equity

The Company has authorized Class A, Class B, and

Class C membership interests. The rights, preferences, ownership percentages, capital contributions, and membership interests associated

with each class are disclosed in Note 9.

Segment information

Operating segments are identified based on the

manner in which the Company’s chief operating decision maker (“CODM”) evaluates performance and allocates resources. The Company

operates and manages its business as one reportable segment, which is the business of Bitcoin mining. The Chief Executive Officer, who

serves as the Company’s Chief Operating Decision Maker (“CODM”), evaluates performance and allocates resources based

on the Company’s results of operation and cash flows.

Property and equipment, net

Property and equipment, which consist primarily

of Bitcoin mining equipment and computer equipment, are stated at cost less accumulated depreciation. Depreciation is computed using the

straight-line method over the estimated useful lives of the assets. Bitcoin mining equipment and computer equipment are depreciated over

60 months from their respective placed-in-service dates. Expenditures for maintenance and repairs are expensed as incurred, while significant

improvements that extend the useful life of an asset are capitalized.

Impairment of long-lived assets

Long-lived assets are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the undiscounted

future cash flows expected to result from the use and eventual disposition of the asset is less than its carrying amount, an impairment

loss is recognized equal to the excess of the carrying amount over the fair value of the asset. For the years ending December 31, 2025

and 2024, no impairment has been recorded for long-lived assets.

The accompanying notes are an integral part of

these financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

Note 3 - Summary of significant accounting

policies (continued)

Income taxes

The Company elected to be classified as an association

taxable as a corporation pursuant to Form 8832, effective April 2024. Accordingly, the Company accounts for income taxes using the asset

and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences

between the financial reporting and tax bases of assets and liabilities, measured using enacted tax rates.

Accounting standards

Effective January 1, 2025, the Company adopted

Accounting Standards Update (“ASU”) 2023-08, Accounting for and Disclosure of Crypto Assets. Under the new guidance,

qualifying crypto assets are subsequently measured at fair value, with changes in fair value recognized in net income each reporting period.

The Company adopted the guidance prospectively.

As a result of the adoption, the Company’s bitcoin

holdings are measured at fair value at each reporting date, with changes in fair value recognized in the statements of operations. The

adoption also expanded the Company’s financial statement disclosures related to crypto assets in accordance with the requirements of ASU

2023-08. The adoption resulted in a cumulative-effect adjustment to accumulated deficit – see note 4.

Accounting pronouncements

Management has evaluated recently issued accounting

pronouncements not yet effective and determined that none are expected to have a material impact on the Company’s financial position,

results of operations, or cash flows.

In December 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements

to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by

requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures

for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after

December 15, 2024. The Company adopted the updated guidance for the year ended December 31, 2025. The adoption did not have a material

effect on the Company’s financial statements or related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income

Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

ASU 2024-03 requires, in the notes to the annual and interim financial statements, disaggregated information about certain income statement

expense line items. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods

beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact the updated guidance will have on

the Company’s financial statements and disclosures.

Note 4 – Bitcoin

The Company holds Bitcoin (BTC) as its primary

crypto asset. For the year ended December 31, 2024, Bitcoin was accounted for as an indefinite-lived intangible asset in accordance with

ASC 350-30. Effective January 1, 2025, the Company adopted ASU 2023-08, which requires in-scope crypto assets to be measured at fair value

on a recurring basis, with changes in fair value recognized in earnings.

The Company maintains Bitcoin through a third-party

custody arrangement and through self-custody wallets. Mining rewards are paid by the pool operators directly to the Company’s self-custody

wallets and are periodically transferred to the custody account, from which bitcoin is sold. Fair value is determined using the quoted

price of Bitcoin in the Company’s principal market at each reporting date: $93,302.47 per BTC at December 31, 2024 and $87,548.06 per

BTC at December 31, 2025. Bitcoin is a Level 1 asset within the fair value hierarchy.

The accompanying notes are an integral part of

these financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

Note 4 – Bitcoin and other digital assets

(continued)

Custody and control of private keys

The Company holds substantially all of its bitcoin

in self-custody wallets. Mining rewards are paid by the pool operators directly into those wallets. Bitcoin is transferred to the Company’s

account at the third-party custodian only when the Company requires funds, in order to be sold; the sale proceeds are then remitted to

the Company’s bank account. The account is used to execute sales and is not used to hold bitcoin over time, and the amount and timing

of transfers are therefore determined by the Company’s cash requirements rather than by a fixed schedule. Bitcoin held at the custodian

was 0.00197468 BTC, or $173, at December 31, 2025 and nil at December 31, 2024.

For the self-custody wallets, the private keys

are held on hardware devices controlled by the Company. Signing authority is limited to named officers and no third party holds or has

access to the keys. The wallets are not insured, and the Company bears the risk of loss, theft or unauthorized access; there is no equivalent

of deposit insurance for digital assets held in this way.

Under the custody agreement, digital assets delivered

to the custodian are held in trust for the Company, the custodian has no right, interest or title in them, they do not form part of the

custodian’s balance sheet, and in the event of the custodian’s insolvency or receivership they pass to the Company. The agreement

also provides that assets held there are not protected by the Federal Deposit Insurance Corporation or the Securities Investor Protection

Corporation, that they may not be segregated from the assets of other customers of the custodian, and that the custodian’s liability

for loss is limited other than in cases of gross negligence, fraud or willful misconduct. Given that bitcoin is held at the custodian

only transiently and that the balance at each reporting date was immaterial, the Company does not consider its exposure to the custodian

to be significant.

The Company has not pledged any of its bitcoin

as collateral and no bitcoin is subject to lending, staking or similar arrangements.

As of December 31, 2025, the Company’s Bitcoin

holdings totaled 11.15229453 BTC, with a fair value of US$976,363. In addition, the Company held US$136,867 in custodial balances at the

Kraken exchange, consisting of fiat currency and USD Coin (“USDC”) maintained to facilitate trading and settlement activities.

The accompanying notes are an integral part of

these financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

Note 4 – Bitcoin (continued)

Dec 31, 2025

Bitcoin

Quantity

Fair Value

Balance as of January 1, 2025

50.48486224

$ 3,824,230

Cumulative effect of adopting ASU 2023-08

886,133

Balance as of January 1, 2025, at fair value

50.48486224

4,710,363

Revenue recognized from bitcoin mined

198.54142050

20,596,660

Proceeds from sale of bitcoin

(236.27368007 )

(23,510,001 )

Bitcoin transferred to R2J

(1.59400073 )

(157,502 )

Network transaction fees

(0.00630741 )

(654 )

Change in fair value of bitcoin

(662,504 )

Balance as of December 31, 2025

11.15229453

$ 976,362

Dec 31, 2024

Bitcoin

Quantity

Fair Value

Balance as of January 1, 2024

$ -

Revenue recognized from bitcoin mined

51.24756706

3,872,019

Proceeds from sale of bitcoin

Bitcoin transferred to R2J

(0.76248457 )

(47,775 )

Network transaction fees

(0.00022025 )

(14 )

Change in fair value of bitcoin

Balance as of December 31, 2024

50.48486224

$ 3,824,230

Note 5 – Other digital assets

As of December 31, 2025, and 2024, the Company held custodial balances

at the Kraken exchange of US$136,867 and US$29, respectively, consisting of fiat currency and USD Coin (USDC) stablecoins maintained to

facilitate digital asset trading and settlement activities. These balances are presented as Other Digital Assets in the accompanying balance

sheet.

Property and equipment

2025

2024

Other digital assets - Kracken

$ 136,867

$ 29

Total other digital assets

$ 136,867

$ 29

Note 6 - Property and equipment, net

The following table presents the Company’s property and equipment:

Property and equipment

2025

2024

Tools, machinery, and equipment

$ 36,511,715

$ 15,801,340

Computer equipment

1,407

Accumulated depreciation

(8,123,531 )

(1,878,122 )

Property and equipment, net

$ 28,389,591

$ 13,923,218

The accompanying notes are an integral part of

these financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

Note 6 - Property and equipment, net (continued)

The Company’s property and equipment consist

of Bitcoin mining machines deployed across operating sites in Texas and Illinois. All assets are depreciated on a straight-line basis

over 60 months from the respective placed-in-service date.

Depreciation expense was approximately $6.2 million

and $1.9 million for the year ended December 31, 2025 and the period ended December 31, 2024, respectively. No impairment losses were

recognized on property and equipment, net during the years ended December 31, 2025 and 2024.

During the year ended December 31, 2024, the Company

recorded advance payments to Bitmain Technology Co., Ltd. totaling $8,100,000 as equipment – in progress. These deposits, funded

by the first two tranches of the loan received from Francesca Forcella in November and December 2024 (see Note 8), represented purchase

commitments for the 4,684 Antminer S21+ units subsequently placed in service. Upon delivery and commissioning of the equipment in January

2025, the full $8,100,000 was reclassified from equipment – in progress to property and equipment.

The January and February 2025 loan tranches were

used to fund the remaining balance on the acquisition of 4,684 Antminer S21+ units.

Note 7 - Security deposits

Other Asset

2025

2024

Security Deposit

$ 2,274,534

$ 973,674

Total Other Assets

$ 2,274,534

$ 973,674

Security deposits consist of refundable amounts

paid to Genesis Digital Assets pursuant to co-location hosting agreements. The Company paid $973,674 on August 9, 2024 (Pyote, TX —

DDH North America Inc.) and $1,300,860 on May 6, 2025 (Carterville, IL — Dog House TX-2 LLC). Both deposits are refundable upon

termination of the respective hosting agreement and are classified as non-current assets.

Note 8 – Long-term business loans

Between November 23, 2024 and February 24, 2025,

the Company received four loan advances from Francesca Forcella, each used to fund equipment purchases, as follows: $1,625,400 on November

23, 2024; $6,474,600 on December 26, 2024; $4,050,000 on January 24, 2025; and $2,837,838 on February 24, 2025. Total principal disbursed:

$14,987,838. Interest accrued on each advance from its disbursement date through March 1, 2025 at an annual rate of 11 percent, totaling

$214,586, resulting in a consolidated loan balance of $15,202,424 at the time the formal loan agreement was executed on March 18, 2025.

The loan bears interest-only monthly payments

at an effective monthly rate of 0.8734% (11% per annum). The loan has a contractual maturity date of March 2030, at which time a balloon

payment of the outstanding principal and accrued interest becomes due. Monthly interest payments of approximately $132,787 represent the

interest accrued on the outstanding loan balance, with no principal amortization required prior to maturity. Accordingly, the estimated

balloon payment at maturity is approximately $15,335,211, consisting of the outstanding principal balance of $15,202,424 plus the final

month’s accrued interest.

As collateral for the loan, the Borrower granted

the Lender a security interest in the Antminer S21+ units acquired using the loan proceeds. Although the Loan Agreement references 5,000

units as the original quoted quantity, the purchase was negotiated based on hashpower rather than a fixed number of units. Accordingly,

the final delivery consisted of 4,684 Antminer S21+ units, representing the hashpower equivalent of the originally quoted 5,000 units.

The accompanying notes are an integral part of

these financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

As described in Note 13, subsequent to December

31, 2025, the entire outstanding loan — including principal and deferred inception-period interest — was fully extinguished

through a debt-for-equity exchange completed on April 23, 2026, pursuant to which Francesca Forcella received 6,000,000 Class B Units

representing a 6 percent interest in the Company.

Note 8 – Long-term business loans (continued)

Long-term business loans

2025

2024

Current portion of debt

$ -

Long-term debt

15,202,424

8,100,000

Total Long Term Business Loan

15,202,424

8,100,000

Accrued interest payable

28,919

Total Long Term Business Loan and accrued interest

$ 15,202,424

$ 8,128,919

Note 9 – Accrued expenses and other current

liabilities

Accrued expenses represent obligations incurred

by the Company for goods and services received or expenses recognized for which payment had not yet been made as of the reporting date.

The Company recognizes accrued expenses when the related obligation is probable, and the amount can be reasonably estimated.

As of December 31, 2025, accrued expenses primarily

consisted of accrued payroll and payroll-related taxes of $35,196, accrued electricity costs payable to DDH North America Inc. of $552,104,

accrued hosting service fees payable to DDH North America Inc. of $298,663.

As of December 31, 2024, accrued expenses primarily

consisted of accrued payroll and payroll-related taxes of $35,427, accrued electricity costs payable to DDH North America Inc. of $155,649,

accrued hosting service fees payable to DDH North America Inc. of $116,162, and accrued interest payable related to the Company’s loan

obligations of $28,919.

Note 10 - Members’ equity

Members’ equity consists of members’

capital contributions and accumulated deficit. Pursuant to the Amended and Restated Limited Liability Company Agreement dated June 4,

2024 (the “Operating Agreement”), the Company has authorized three classes of membership interests: Class A Units, Class B Units,

and Class C Profits Interest Units.

Class A Units represent membership interests issued

to certain members of the Company and include both vested and unvested units, as specified in Schedule A of the Operating Agreement. Holders

of Class A Units are entitled to one vote per Class A Unit on matters submitted to the Class A Members pursuant to the terms of the Operating

Agreement. As of December 31, 2025, the holders of Class A Units were Bernardo Schucman, who held 250 vested Class A Units representing

a 25.00% ownership interest, and Luis Federico Sader Pereira, Gustavo Caldeira de Andrada, and Roberto Santacroce Martins, each of whom

held 50 Class A Units representing a 5.00% ownership interest each, consisting of 20 vested units and 30 unvested units.

Class B Units represent membership interests issued

to the Company’s founding investor. As reflected in Schedule A of the Operating Agreement, the Class B Member made the documented capital

contribution to the Company as of the effective date of the Operating Agreement. Holders of Class B Units are entitled to one vote per

Class B Unit on matters submitted to Class B Members pursuant to the terms of the Operating Agreement. As of December 31, 2025, Shanti

Cillo held 600 Class B Units, representing a 60.00% ownership interest, with a total capital contribution of $20,000,000.

The accompanying notes are an integral part of

these financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

Class C Profits Interest Units are intended to

qualify as “profits interests” for U.S. federal income tax purposes pursuant to the Operating Agreement and are expected to

be issued through CS Management LLC as part of the Company’s equity incentive program. These units represent an interest in future appreciation

of the Company and are not considered outstanding membership interests as of December 31, 2025. No Class C Profits Interest Units had

been issued or were outstanding as of December 31, 2025.

Note 11 - Income taxes

Management evaluated the Company’s income tax

position, including both current and deferred income taxes, for the years ended December 31, 2024 and December 31, 2025 in accordance

with ASC 740.

For the year ended December 31, 2024, the Company

reported a pre-tax net loss of US$1,239,210. For the year ended December 31, 2025, the Company reported a pre-tax net loss of US$1,648,799.

Based on the Company’s taxable results for 2024,

no current income tax liability arose and, accordingly, no current income tax provision was recognized. Although the Company’s 2025 federal

income tax return has not yet been prepared, management evaluated the financial information currently available and concluded that no

current income tax provision is required, as no taxable income was generated during the year.

Management evaluated the Company’s deferred tax

assets arising from available net operating loss carryforwards in accordance with ASC 740. Based on management’s assessment, it is not

more likely than not that these deferred tax assets will be realized. Accordingly, no net deferred tax asset has been recognized in the

accompanying financial statements as of December 31, 2024 and December 31, 2025.

Note 12 - Commitments and contingencies

As of December 31, 2025, the Company had no pending

legal proceedings, arbitrations, or formal claims. The Company had no material purchase commitments for future asset deliveries beyond

its existing hosting arrangements. Co-location hosting services are provided under three agreements: with DDH (North America) Inc. at

Pyote, Ward County, Texas, effective June 24, 2024; with Dog House TX-2 LLC at the Carterville site, Garden City, Texas, effective December

3, 2024; and with Data & Energy Services LLC at Pyote, Texas, effective June 20, 2025.

The DDH and Dog House agreements each run for

an initial term of three years and are usage-based: the Company reimburses the actual all-in cost of the power consumed by its equipment

and pays an operations and maintenance charge of $0.005 per kilowatt hour, in each case after the consumption has occurred. Neither agreement

obliges the Company to purchase or to pay for any minimum quantity of energy or hosting capacity, and neither host warrants any level

of uptime or availability.

Under both agreements, revenue generated by the

hosted equipment is shared 70 percent to the Company and 30 percent to the host, which is effected by connecting the host’s share

of the machines directly to the host’s own wallet rather than by a cash payment; at the Carterville site the host is entitled to

keep its share at no fewer than 1,500 of the 5,000 machines.

The Data & Energy Services agreement, which

took effect on June 20, 2025 for an initial term of twelve months renewing automatically for successive twelve-month periods, is on different

terms. The Company pays the actual cost of the power consumed by its equipment, a management fee of $0.006 per kilowatt hour of that consumption,

and a share of the mining profit generated at the site, calculated as the gross mining revenue produced by the equipment less the power

cost and the management fee. That share was 40 percent for the period from June 20 to December 31, 2025 and amounted to $358,320, which

is included in energy cost. Equipment repairs are invoiced separately as they are incurred. The Company holds a prepayment balance and

a security deposit with that host, both of which were satisfied by the credit balance transferred from the predecessor agreement assigned

to the Company in May 2025 rather than by a new cash payment. The agreement also contains an availability provision under which the host

will use commercially reasonable efforts to make the hosting services available between 90 and 95 percent of the time annually, excluding

facility maintenance, equipment failure, scheduled curtailment and force majeure; that provision is an undertaking by the host and does

not create a payment obligation for the Company.

The accompanying notes are an integral part of

these financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

Each agreement required a refundable security

deposit equal to approximately two months of the estimated hosting fee; the deposits under the DDH and Dog House agreements are described

in Note 6. Accordingly, other than those deposits and the amounts held by the host under the Data & Energy Services agreement, the

Company is not subject to minimum payment obligations or minimum energy or hosting commitments under these arrangements as of December

31, 2025.

Note 13 – Related party transactions

On May 25, 2025, the Company entered into an Asset

Purchase Agreement with Shanti Cillo, a member of the Company, for the acquisition of 1,100 Antminer S21 Mixed Batch cryptocurrency mining

units, together with the related racks, wiring, and supporting infrastructure, for an aggregate purchase price of $4,510,000.

Under the terms of the agreement, the Company

made an initial payment of $1,010,000 upon execution of the agreement, with the remaining $3,500,000 payable in seven equal monthly installments

of $500,000 each through December 2025. Payments were permitted to be made by wire transfer or in cryptocurrency, as specified in the

agreement. Title to the assets transferred to the Company upon payment of the initial installment.

The transaction was accounted for as the acquisition

of property and equipment in accordance with the Company’s accounting policies. The purchase price was paid in full on December 29, 2025,

and no amounts remained outstanding under the agreement as of December 31, 2025.

Note 14 - Subsequent events

On April 23, 2026, the $15,202,424 consolidated

loan from Francesca Forcella was fully extinguished through a debt-for-equity exchange; Francesca Forcella received 6,000,000 Class B

Units representing a 6 percent interest in the Company.

In April 2026, the Company executed the Second

Amended and Restated LLC Agreement, admitting Francesca Forcella as a new Class B member and effecting related governance updates.

On May 26, 2026, the Company and Olenox Industries

Inc. entered into and closed a Membership Interest Purchase Agreement, whereas, Olenox acquired 100% of the membership interests of the

Company resulting in the Company becoming a wholly owned subsidiary of Olenox.

Subsequent to the acquisition of the Company by

Olenox Industries Inc., the Company received cash transfers from Olenox Corp. totaling $600,000, consisting of five installments of $150,000

each on May 27, 2026, June 4, 2026, June 22, 2026, and June 25, 2026. In addition, the Company made a payment of $50,000 to Kevin McKnight

LLC on behalf of Olenox Corp.

In June 2026, the Company and Data & Energy

Services LLC mutually terminated the hosting agreement covering the Pyote AIR facility with effect from June 26, 2026. Under the termination

agreement the host is required to prepare a final reconciliation statement within sixty days of that date, applying the Company’s

prepayment balance and security deposit held by the host against the amounts owed through the termination date; any excess is refundable

to the Company and any shortfall is payable by the Company. The Company had thirty days from the termination date to remove its equipment

from the facility. The final reconciliation statement had not been received as of the date these financial statements were available for

issuance, and the resulting amount receivable or payable cannot presently be determined.

In July 2026, the Company terminated contractor

service agreements with Italo Data SL and Gustavo Caldeira de Andrada.

No other material subsequent events have been

identified through the date these financial statements were available for issuance.

The accompanying notes are an integral part of

these financial statements.

EX-99.2 — UNAUDITED FINANCIAL STATEMENTS OF CS DIGITAL VENTURES, LLC FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

EX-99.2

Filename: ea030163101ex99-2.htm · Sequence: 3

Exhibit 99.2

CS DIGITAL VENTURES, LLC

CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026 AND 2025

CS DIGITAL VENTURES, LLC

TABLE OF CONTENTS

Page

Condensed Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025

Condensed Statements of Operations for the three months ending March 31, 2026 and 2025 (unaudited)

Condensed Statements of Changes in Members’ Equity for the three months ending March 31, 2026 and 2025 (unaudited)

Condensed Statements of Cash Flows for the three months ending March 31, 2026 and 2025 (unaudited)

Notes to Condensed Financial Statements

CS DIGITAL VENTURES, LLC

CONDENSED BALANCE SHEETS

(Amounts

in U.S. Dollars)

As of

March 31,

As of

December 31,

2026

2025

ASSETS

Current Assets

Cash

$ 1,862,219

$ 1,643,812

Bitcoin

599,149

976,363

Other digital assets

32,466

136,867

Prepaid expenses

4,073

Total Current Assets

2,497,907

2,757,042

Property and equipment, net

27,264,074

28,389,591

Security deposits

2,274,534

TOTAL ASSETS

$ 32,036,515

$ 33,421,167

LIABILITIES AND MEMBERS EQUITY

Current liabilities

Accounts payable

$ 199,356

$ 220,000

Credit cards payable

4,154

789

Accrued expenses and other current liabilities

488,855

885,963

Total Current Liabilities

692,365

1,106,752

Long-term liabilities

Long-term business loans - Francesca Forcella

15,202,424

Total Long-term Liabilities

15,202,424

Total Labilities

15,894,789

16,309,176

Member’s equity

Class A Units, no par value, 400 units issued and outstanding as of March 31, 2026 and December 31, 2025, respectively, representing 40.0% of total outstanding units.

Class B Units, no par value, 600 units issued and outstanding as of March 31, 2026 and December 31, 2025, respectively, representing 60.0% of total outstanding units.

Class C Profits Interest Units, no par value, authorized pursuant to the Operating

Agreement; no units issued or outstanding as of March 31, 2026 and December 31, 2025, respectively.

Member capital contribution

20,000,000

Accumulated deficit

(3,858,274 )

(2,888,009 )

Total member’s equity

16,141,726

17,111,991

TOTAL LIABILITIES AND MEMBER’S EQUITY

$ 32,036,515

$ 33,421,167

The accompanying notes are an integral part of these financial statements.

CS DIGITAL VENTURES, LLC

CONDENSED STATEMENTS OF OPERATIONS

(Amounts in U.S. Dollars)

As of

March 31,

As of

March 31,

2026

2025

Revenue

Mining Revenue

$ 3,981,070

$ 2,688,532

Services revenue

10,908

Total revenue

3,981,070

2,699,441

Costs and Expenses

Cost of revenues (excludes depreciation below):

(1,785,613 )

(640,855 )

Operating expenses

(651,150 )

(481,155 )

Depreciation expense

(1,758,701 )

(803,458 )

Change in fair value of bitcoin

(357,510 )

417,032

Total Costs and Expenses

(4,552,974 )

(1,508,436 )

Operating (loss) income

(571,904 )

1,191,004

Other income

Interest expense

(398,361 )

(185,667 )

Total other (expense) income

(398,361 )

(185,663 )

Net (loss) income before income taxes

(970,265 )

1,005,341

Income Taxes

Net (loss) income

$ (970,265 )

$ 1,005,341

The accompanying notes are an integral part of these unaudited condensed

financial statements.

CS DIGITAL VENTURES, LLC

CONDENSED STATEMENTS OF CHANGES IN MEMBERS’

EQUITY

(Amounts in U.S. Dollars)

CLASS A

CLASS B

CLASS C

Member

Capital

Accumulated

TOTAL

Members’

Amount

Contribution

Deficit

Equity

Balance Jan. 01 2025

400

600

19,978,160

(1,239,210 )

18,738,950

Net income

1,005,341

Balance Mar. 31 2025

400

600

19,978,160

(233,869 )

19,744,291

Balance Jan. 01 2026

400

600

20,000,000

(2,888,009 )

17,111,991

Net loss

(970,265 )

Balance Mar. 31 2026

400

600

20,000,000

(3,858,274 )

16,141,726

The accompanying notes are an integral part of

these unaudited condensed financial statements.

CS DIGITAL VENTURES, LLC

STATEMENTS OF CASH FLOWS

(Amounts in U.S. Dollars)

MARCH, 31

2026

2025

Operating Activities:

Net (loss) income

(970,265 )

1,005,341

Adjustments to reconcile net (loss) income to net cash provided by operating activities

Depreciation

1,758,701

803,458

Change in fair value of bitcoin

357,510

(417,032 )

Capitalized interest added to loan balance

214,586

Changes in assets and liabilities:

Accounts receivable

(35,836 )

Bitcoin

19,706

961,861

Other digital asset

104,401

(852,866 )

Prepaids

(4,073 )

(1,215,237 )

Credit card payable

3,365

(1,974 )

AP, accrued and other expense

(417,753 )

(265,874 )

Net cash provided by operations:

851,592

196,427

Investing Activities:

Purchase of property and equipment

(633,185 )

Security deposits

Net cash used in investing activities

(633,185 )

Net increase in cash

218,407

196,427

Cash at beginning of period

1,643,812

367,058

Cash at end of period

1,862,219

563,485

Supplemental Disclosures of cash flow information:

Cash paid for interest

398,361

185,667

Supplemental Disclosures of noncash investing and financing activities:

Equipment deposits financed through note payable

6,887,838

The accompanying notes are an integral part of

these unaudited condensed financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Note 1 - Organization and nature of operations

CS Digital Ventures LLC (the “Company”)

is a Delaware limited liability company formed on April 15, 2024. The Company is engaged in digital asset mining and related data processing

and hosting activities, and maintains significant property and equipment deployed in cryptocurrency mining operations.

Note 2 - Basis of Presentation and Going Concern

The accompanying condensed financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)

and are presented in U.S. dollars. The accompanying condensed financial statements are unaudited, but, in the opinion of the management

of the Company, contain all adjustments consisting only of normal recurring items which the Company considers necessary for the fair presentation

of the Company’s financial position as of March 31, 2026, and the results of its operations, its statements of cash flows and its

changes in members’ equity for the three month periods ended March 31, 2026, and March 31, 2025.

The Company incurred a net loss of $1,648,799

for the year ended December 31, 2025, and a net loss of $970,265 for the three-month period ended March 31, 2026. As of March 31, 2026,

the Company had an accumulated deficit of $3,858,274 and a consolidated loan obligation of $15,202,424. Although the Company maintained

a current ratio of approximately 3.60:1 as of March 31, 2026, management concluded that the recurring losses and outstanding debt raised

substantial doubt about the Company’s ability to continue as a going concern.

Management evaluated the Company’s ability to

continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements—Going Concern. In performing this

assessment, management considered all relevant conditions and events known and reasonably knowable as of the date these financial statements

were available to be issued.

Subsequent to March 31, 2026, in April 2026, the

consolidated loan obligation of $15,202,424 was fully extinguished through a debt-for-equity exchange. In addition, as of May 31, 2026,

the Company held approximately $2,513,293 in cash and Bitcoin with a market value of approximately $329,499, resulting in total liquid

assets of approximately $2,842,792. The Company also generated approximately $851 thousand of cash from operating activities during the

period and management projects positive monthly free cash flows beginning in July 2026 and continuing through at least August 2027.

Based on these factors, management believes that

the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern have been alleviated

and that the Company has sufficient liquidity and financial resources to meet its obligations as they become due for at least one year

from the date these financial statements are available to be issued.

Note 3 - Summary of significant accounting

policies

Use of estimates

The preparation of the condensed financial statements

in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities,

revenues, and expenses, and the related disclosures. Significant estimates include the fair value of digital assets, the useful lives

of long-lived assets, and the assessment of impairment indicators of long-term assets. Actual results could differ from those estimates.

Cash

Cash consists of funds held in bank accounts.

As of the reporting date, the Company did not hold any cash equivalent. The Company maintains cash balances at financial institutions,

which may, at times, exceed federally insured limits.

The accompanying notes are an integral part of these unaudited condensed

financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Note 3 - Summary of significant accounting

policies (continued)

Bitcoin

The Company adopted ASU 2023-08, Accounting for

and Disclosure of Crypto Assets, effective January 1, 2025. The Company’s bitcoins are measured at fair value at each reporting

date, with changes in fair value recognized in net income in the period in which they occur. Fair value is determined using observable

quoted prices from active cryptocurrency exchanges (principally CoinGecko, Coinbase, and Kraken) at the measurement date.

Concentration of credit and other risks

The Company maintains cash balances at financial

institutions that may exceed federally insured limits. Management monitors the financial condition of these institutions and believes

credit risk is not significant.

The Company generates bitcoin mining revenue through

third-party mining pools, primarily Foundry USA and ViaBTC, and therefore is subject to risks associated with the availability and performance

of these service providers.

The Company’s operating results are also affected

by fluctuations in the market price of bitcoin and by the availability of electricity and internet connectivity necessary to conduct mining

operations.

Revenue recognition

The Company recognizes revenue in accordance with

ASC 606, Revenue from Contracts with Customers, using the following five-step model: (i) identify the contract with a customer,

(ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price

to the performance obligations, and (v) recognize revenue when, or as, each performance obligation is satisfied.

Bitcoin Mining Revenue

The Company generates revenue by providing hash

computation services to third-party mining pool operators. The Company currently participates in mining pools operated by Foundry USA

and ViaBTC under contractual arrangements whereby its mining equipment contributes computing power to the Bitcoin network in exchange

for Bitcoin rewards.

Revenue from mining activities is accounted for

in accordance with ASC 606, Revenue from Contracts with Customers. The Company’s performance obligation is satisfied as hash computation

services are provided to the mining pool operators. Revenue is recognized when the Company has the right to receive consideration, which

generally occurs when the mining pool operators determine the Company’s share of mining rewards based on the computational power contributed.

The consideration received is noncash consideration

in the form of Bitcoin and is measured at fair value on the date the mining rewards are earned using the quoted market price in the Company’s

principal market. Subsequent changes in the fair value of Bitcoin after initial recognition are recognized separately and are not included

in revenue.

Mining pool fees charged by the operators, when

applicable, are recorded as a reduction of mining revenue. Mining rewards are generally settled daily. The Company has concluded that

these arrangements do not contain a significant financing component due to the short period between the transfer of services and settlement.

Mining-as-a-Service (MaaS) Revenue

The Company recognizes revenue from Mining-as-a-Service

(“MaaS”) arrangements over time as hash-rate capacity is continuously provided to the customer. Revenue is recognized ratably

over the contractual service period as the related performance obligation is satisfied.

The accompanying notes are an integral part of these unaudited condensed

financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Note 3 - Summary of significant accounting

policies (continued)

Fair value measurements

Fair value is defined as an exit price, representing

the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date. As such, fair value is a market-based measurement that is determined based on assumptions that market participants

would use in pricing an asset or a liability.

Fair value measurements are classified and disclosed

in one of the following three categories:

Level 1: Quoted prices in

active markets for identical assets or liabilities.

Level 2: Observable inputs other than

Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Level 3: Unobservable inputs which are

supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted

cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant

judgment or estimation.

The fair value hierarchy also requires an entity

to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities

measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company updates its assumptions each reporting

period based on new developments and records such amounts at fair value based on the revised assumptions until the agreement expires or

the contingency is resolved, as applicable.

Equity

The Company has authorized Class A, Class B, and

Class C membership interests. The rights, preferences, ownership percentages, capital contributions, and membership interests associated

with each class are disclosed in Note 10.

Segment information

Operating segments are identified based on the

way the Company’s chief operating decision maker (“CODM”) evaluates performance and allocates resources. The Company operates

and manages its business as one reportable segment, which is the business of Bitcoin mining. The Chief Executive Officer, who serves as

the Company’s Chief Operating Decision Maker (“CODM”), evaluates performance and allocates resources based on the Company’s

results of operation and cash flows.

Property and equipment, net

Property and equipment, which consist primarily

of Bitcoin mining equipment and computer equipment, are stated at cost less accumulated depreciation. Depreciation is computed using the

straight-line method over the estimated useful lives of the assets. Bitcoin mining equipment and computer equipment are depreciated over

60 months from their respective placed-in-service dates. Expenditures on maintenance and repairs are expended as incurred, while significant

improvements that extend the useful life of an asset are capitalized.

The accompanying notes are an integral part of these unaudited condensed

financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Note 3 - Summary of significant accounting

policies (continued)

Impairment of long-lived assets

Long-lived assets are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the undiscounted

future cash flows expected to result from the use and eventual disposition of the asset is less than it carrying amount, an impairment

loss is recognized equal to the excess of the carrying amount over the fair value of the asset. For the three months ending March 31,

2026, and March 31, 2025, no impairment has been recorded for long-lived assets.

Income taxes

The Company elected to be classified as an association

taxable as a corporation pursuant to Form 8832, effective April 2024. Accordingly, the Company accounts for income taxes using the asset

and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences

between the financial reporting and tax bases of assets and liabilities, measured using enacted tax rates.

Accounting standards

Effective January 1, 2025, the Company adopted

Accounting Standards Update (“ASU”) 2023-08, Accounting for and Disclosure of Crypto Assets. Under the new guidance,

qualifying crypto assets are subsequently measured at fair value, with changes in fair value recognized in net income each reporting period.

The Company adopted the guidance prospectively.

As a result of the adoption, the Company’s bitcoin

holdings are measured at fair value at each reporting date, with changes in fair value recognized in the statements of operations. The

adoption also expanded the Company’s financial statement disclosures related to crypto assets in accordance with the requirements of ASU

2023-08. The adoption resulted in a cumulative-effect adjustment to accumulated deficit in the prior year.

Accounting pronouncements

Management has evaluated recently issued accounting

pronouncements not yet effective and determined that none are expected to have a material impact on the Company’s financial position,

results of operations, or cash flows.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing

income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items

that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company adopted the updated guidance for the year

ended December 31, 2025. The adoption did not have a material effect on the Company’s financial statements or related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income

Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

ASU 2024-03 requires, in the notes, to the annual and interim financial statements, disaggregated information about certain income statement

expense line items. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods

beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact the updated guidance will have on

the Company’s financial statements and disclosures.

The accompanying notes are an integral part of these unaudited condensed

financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Note 4 - Bitcoin

Mar 31, 2026

Bitcoin

Quantity

Fair Value

Balance as of December 31, 2025

11.1522945

$ 976,362

Revenue recognized from bitcoin mined

52.2072948

3,981,070

Proceeds from sale of bitcoin

(54.4879570 )

(4,131,197 )

Bitcoin transferred to R2J

(0.0839277 )

(6,326 )

Network transaction fees

(0.0015969 )

(120 )

Change in fair value of bitcoin

(220,640 )

Balance as of March 31, 2026

8.7861076

$ 599,149

31-Dec-25

Bitcoin

Quantity

Fair Value

Balance as of January 1, 2025

50.48486224

$ 3,824,230

Cumulative effect of adopting ASU 2023-08

886,133

Balance as of January 1, 2025, at fair value

50.48486224

4,710,363

Revenue recognized from bitcoin mined

198.5414205

20,596,660

Proceeds from sale of bitcoin

-236.2736801

(23,510,001 )

Bitcoin transferred to R2J

-1.59400073

(157,502 )

Network transaction fees

-0.00630741

(654 )

Change in fair value of bitcoin

(662,504 )

Balance as of December 31, 2025

11.15229453

$ 976,362

Sales of bitcoin

During the three months ending March 31, 2026,

the Company sold 54.48795700 BTC. Of that amount, 28.48000000 BTC was sold through the custodian’s over-the-counter desk with the

proceeds remitted to the Company by wire, and 26.00795700 BTC was sold on the exchange order book.

Composition of March 31, 2026, balance

Of the 8.78610764 BTC held on March 31, 2026,

8.78508996 BTC was held in the Company’s self-custody wallets and 0.00101768 BTC was held at the third-party custodian. The Company

has no crypto assets other than Bitcoin and other digital assets at the reporting date. No bitcoin has been pledged as collateral, and

no bitcoin is subject to lending, staking or similar arrangements.

Bitcoin transferred to R2J

The Company operated a defined number of mining

machines on behalf of a third-party fund. The gross bitcoin produced by those machines was received into the Company’s wallets and

is included in revenue recognized from bitcoin mined. Each month the Company deducted the energy allocated to those machines and a mining

fee and settled the net amount to the fund in bitcoin in the following month. The final settlement under the arrangement, covering December

2025, was made on January 23, 2026, in the amount of 0.08392771 BTC. The arrangement terminated effective December 31, 2025, and accordingly

no service fee income was recognized, and no further amounts are payable in respect of the three months ending March 31, 2026.

The accompanying notes are an integral part of these unaudited condensed

financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Note 5 – Other digital assets

As of March 31, 2026, and December 31, 2025, the

Company held custodial balances at the Kraken exchange of US$32,466 and US$136,867, respectively, consisting of fiat currency and USD

Coin (USDC) stablecoins maintained to facilitate digital asset trading and settlement activities. These balances are presented as Other

Digital Assets in the accompanying condensed balance sheets.

(Amounts

in U.S. Dollars)

Other Digital Asset

Mar 31,

2026

Dec 31,

2025

Other digital assets - Kraken

$ 32,466

$ 136,867

Total Other digital assets

$ 32,466

$ 136,867

Note 6 – Property and equipment, net

The following table presents the Company’s property and equipment:

(Amounts in U.S. Dollars)

Property and equipment

Mar 31,

2026

Dec 31,

2025

Tools, machinery and equipment

37,144,900

36,511,715

Computer equipment

1,407

Accumulated depreciation

(9,882,232 )

(8,123,531 )

Property and equipment, net

$ 27,264,074

$ 28,389,591

The Company’s property and equipment consist

of Bitcoin mining machines deployed across operating sites in Texas and Illinois. All assets are depreciated on a straight-line basis

over 60 months from the respective placed-in-service date. Depreciation expense was approximately $1.8 million for the three months ending

March 31, 2026, approximately $6.2 million for the three months ended March 31, 2025.

No impairment losses were recognized on property

and equipment during the three months ending March 31, 2026, or during the three months ending March 31, 2025.

During the year ended December 31, 2024, the Company

recorded advance payments to Bitmain Technology Co., Ltd. totaling $8,100,000 as equipment – in progress. These deposits, funded

by the first two tranches of the loan received from Francesca Forcella in November and December 2024 (see Note 8), represented purchase

commitments for the 4,684 Antminer S21+ units subsequently placed in service. Upon delivery and commissioning of the equipment in January

2025, the full $8,100,000 was reclassified from equipment – in progress to property and equipment.

The January and February 2025 loan tranches were

used to fund the remaining balance on the acquisition of 4,684 Antminer S21+ units.

The accompanying notes are an integral part of these unaudited condensed

financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Note 7 - Security deposits

(Amounts in U.S. Dollars)

Other Asset

Mar 31,

2026

Dec 31,

2025

Security Deposit

$ 2,274,534

Total Other Assets

$ 2,274,534

Security deposits consist of refundable amounts

paid to Genesis Digital Assets pursuant to co-location hosting agreements. The Company paid $973,674 on August 9, 2024 (Pyote, TX —

DDH North America Inc.) and $1,300,860 on May 6, 2025 (Carterville, IL — Dog House TX-2 LLC). Both deposits are refundable upon

termination of the respective hosting agreement and are classified as non-current assets.

Note 8 – Long-term business loans

Between November 23, 2024 and February 24, 2025,

the Company received four loan advances from Francesca Forcella, each used to fund equipment purchases, as follows: $1,625,400 on November

23, 2024; $6,474,600 on December 26, 2024; $4,050,000 on January 24, 2025; and $2,837,838 on February 24, 2025. Total principal disbursed:

$14,987,838. Interest accrued on each advance from its disbursement date through March 1, 2025 at an annual rate of 11 percent, totaling

$214,586, resulting in a consolidated loan balance of $15,202,424 at the time the formal loan agreement was executed on March 18, 2025.

The loan bears interest-only monthly payments

at an effective monthly rate of 0.8734% (11% per annum). The loan has a contractual maturity date of March 2030, at which time a balloon

payment of the outstanding principal and accrued interest becomes due. Monthly interest payments of approximately $132,787 represent the

interest accrued on the outstanding loan balance, with no principal amortization required prior to maturity. Accordingly, the estimated

balloon payment at maturity is approximately $15,335,211, consisting of the outstanding principal balance of $15,202,424 plus the final

month’s accrued interest.

As collateral for the loan, the Borrower granted

the Lender a security interest in the Antminer S21+ units acquired using the loan proceeds. Although the Loan Agreement references 5,000

units as the original quoted quantity, the purchase was negotiated based on hashpower rather than a fixed number of units. Accordingly,

the final delivery consisted of 4,684 Antminer S21+ units, representing the hashpower equivalent of the originally quoted 5,000 units.

As described in Note 14, subsequent to December

31, 2025, the entire outstanding loan — including principal and deferred inception-period interest — was fully extinguished

through a debt-for-equity exchange completed on April 23, 2026, pursuant to which Francesca Forcella received 6,000,000 Class B Units

representing a 6 percent interest in the Company.

(Amounts

in U.S. Dollars)

Debt and accrued interest

Mar 31,

2026

Dec 31,

2025

Current portion of debt

Long-term debt

$ 15,202,424

Total Debt

$ 15,202,424

Accrued interest payable

Total loan payable and accrued interest

$ 15,202,424

The accompanying notes are an integral part of these unaudited condensed

financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Note 9 – Accrued Expenses

Accrued expenses represent obligations incurred

by the Company for goods and services received or expenses recognized for which payment had not yet been made as of the reporting date.

The Company recognizes accrued expenses when the related obligation is probable, and the amount can be reasonably estimated.

As of March 31, 2026, accrued expenses consisted

primarily of accrued payroll and payroll-related taxes of $26,690, accrued marketing and advertising expenses of $32,440, and accrued

electricity costs payable to DDH North America Inc. of $429,725.

As of December 31, 2025, accrued expenses primarily

consisted of accrued payroll and payroll-related taxes of $35,196, accrued electricity costs payable to DDH North America Inc. of $552,104,

accrued hosting service fees payable to DDH North America Inc. of $298,663.

Note 10 - Members’ equity

Members’ equity consists of members’

capital contributions and accumulated deficit. Pursuant to the Amended and Restated Limited Liability Company Agreement dated June 4,

2024 (the “Operating Agreement”), the Company has authorized three classes of membership interests: Class A Units, Class B Units,

and Class C Profits Interest Units.

Class A Units represent membership interests issued

to certain members of the Company and include both vested and unvested units, as specified in Schedule A of the Operating Agreement. Holders

of Class A Units are entitled to one vote per Class A Unit on matters submitted to the Class A Members pursuant to the terms of the Operating

Agreement. As of March 31, 2026, the holders of Class A Units were Bernardo Schucman, who held 250 vested Class A Units representing a

25.00% ownership interest, and Luis Federico Sader Pereira, Gustavo Caldeira de Andrada, and Roberto Santacroce Martins, each of whom

held 50 Class A Units representing a 5.00% ownership interest each, consisting of 20 vested units and 30 unvested units.

Class B Units represent membership interests issued

to the Company’s founding investor. As reflected in Schedule A of the Operating Agreement, the Class B Member made the documented capital

contribution to the Company as of the effective date of the Operating Agreement. Holders of Class B Units are entitled to one vote per

Class B Unit on matters submitted to Class B Members pursuant to the terms of the Operating Agreement. As of March 31, 2026, Shanti Cillo

held 600 Class B Units, representing a 60.00% ownership interest, with a total capital contribution of $20,000,000.

Class C Profits Interest Units are intended to

qualify as “profits interests” for U.S. federal income tax purposes pursuant to the Operating Agreement and are expected to

be issued through CS Management LLC as part of the Company’s equity incentive program. These units represent an interest in future appreciation

of the Company and are not considered outstanding membership interests as of March 31, 2026. No Class C Profits Interest Units had been

issued or were outstanding as of March 31, 2026.

Note 11 - Income taxes

Management evaluated the Company’s income tax

position, including both current and deferred income taxes, as of March 31, 2026, and December 31, 2025, in accordance with ASC 740.

For the year ending December 31, 2025, the Company

reported a pre-tax net loss of US$1,648,799. For the three-month period ending March 31, 2026, the Company reported a pre-tax net loss

of approximately US$970,265.

Based on the Company’s taxable results for the

year ended December 31, 2025, no current income tax liability arose and, accordingly, no current income tax provision was recognized.

Although the Company’s 2025 federal income tax return has not yet been prepared, management evaluated the financial information currently

available and concluded that no current income tax provision was required, as no taxable income was generated during the year. Management

performed the same assessment for the three-month period ending March 31, 2026, and concluded that no current income tax provision was

required, as no taxable income was generated during the period.

The accompanying notes are an integral part of these unaudited condensed

financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Management also evaluated the recognition of deferred

tax assets and deferred tax liabilities in accordance with ASC 740. Based on this assessment, management concluded that no deferred income

tax amounts were required to be recognized in the accompanying condensed financial statements as of March 31, 2026, and December 31, 2025.

Accordingly, no income tax expense was recognized

for the three-month period ended March 31, 2026, or for the year ended December 31, 2025. Management’s assessment includes consideration

of both current and deferred income taxes under ASC 740 and will continue to be reassessed as additional information becomes available

and in future reporting periods.

Note 12 - Commitments and contingencies

As of March 31, 2026, the Company had no pending

legal proceedings, arbitrations, or formal claims.

The Company had no material purchase commitments

for future asset deliveries beyond its existing hosting arrangements. Co-location hosting services are provided under three agreements:

with DDH (North America) Inc. at Pyote, Ward County, Texas, effective June 24, 2024; with Dog House TX-2 LLC at the Carterville site,

Garden City, Texas, effective December 3, 2024; and with Data & Energy Services LLC at Pyote, Texas, effective June 20, 2025.

The DDH and Dog House agreements each run for

an initial term of three years and are usage-based: the Company reimburses the actual all-in cost of the power consumed by its equipment

and pays an operations and maintenance charge of $0.005 per kilowatt hour, in each case after the consumption has occurred. Neither agreement

obliges the Company to purchase or to pay for any minimum quantity of energy or hosting capacity, and neither host warrants any level

of uptime or availability. Under both agreements, revenue generated by the hosted equipment is shared 70 percent to the Company and 30

percent to the host, which is effected by connecting the host’s share of the machines directly to the host’s own wallet rather

than by a cash payment; at the Carterville site the host is entitled to keep its share at no fewer than 1,500 of the 5,000 machines.

The Data & Energy Services agreement, which

took effect on June 20, 2025, for an initial term of twelve months, renewing automatically for successive twelve-month periods, is on

different terms. The Company pays the actual cost of the power consumed by its equipment, a management fee of $0.006 per kilowatt hour

of that consumption, and a share of the mining profit generated at the site, calculated as the gross mining revenue produced by the equipment

less the power cost and the management fee. The host is entitled to 40 percent of such mining profit in accordance with the agreement.

Equipment repairs are invoiced separately as they are incurred. The Company holds a prepayment balance and a security deposit with that

host, both of which were satisfied by the credit balance transferred from the predecessor agreement assigned to the Company in May 2025

rather than by a new cash payment. The agreement also contains an availability provision under which the host will use commercially reasonable

efforts to make the hosting services available between 90 and 95 percent of the time annually, excluding facility maintenance, equipment

failure, scheduled curtailment and force majeure; that provision is an undertaking by the host and does not create a payment obligation

for the Company.

Each agreement requires a refundable security

deposit equal to approximately two months of the estimated hosting fee; the deposits under the DDH and Dog House agreements are described

in Note 7. Accordingly, other than those deposits and the amounts held by the host under the Data & Energy Services agreement, the

Company is not subject to minimum payment obligations or minimum energy or hosting commitments under these arrangements as of March 31,

2026.

The accompanying notes are an integral part of these unaudited condensed

financial statements.

CS DIGITAL VENTURES, LLC

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Note 13 – Related Party Transaction

On May 25, 2025, the Company entered into an Asset

Purchase Agreement with Shanti Cillo, a member of the Company, for the acquisition of 1,100 Antminer S21 Mixed Batch cryptocurrency mining

units, together with the related racks, wiring, and supporting infrastructure, for an aggregate purchase price of $4,510,000.

Under the terms of the agreement, the Company

made an initial payment of $1,010,000 upon execution of the agreement, with the remaining $3,500,000 payable in seven equal monthly installments

of $500,000 each through December 2025. Payments were permitted to be made by wire transfer or in cryptocurrency, as specified in the

agreement. Title to the assets transferred to the Company upon payment of the initial installment.

The transaction was accounted for as the acquisition

of property and equipment in accordance with the Company’s accounting policies. The purchase price was paid in full on December 29, 2025,

and no amounts remained outstanding under the agreement as of December 31, 2025.

Note 14 - Subsequent events

On April 23, 2026, the $15,202,424 consolidated

loan from Francesca Forcella was fully extinguished through a debt-for-equity exchange; Francesca Forcella received 6,000,000 Class B

Units representing a 6 percent interest in the Company.

In April 2026, the Company executed the Second

Amended and Restated LLC Agreement, admitting Francesca Forcella as a new Class B member and effecting related governance updates.

On May 26, 2026, the Company and Olenox Industries

Inc. entered and closed a Membership Interest Purchase Agreement, whereas Olenox acquired 100% of the membership interests of the Company

resulting in the Company becoming a wholly owned subsidiary of Olenox.

After the acquisition of the Company by Olenox

Industries Inc., the Company received cash transfers from Olenox Corp. totaling $600,000, consisting of five installments of $150,000

each on May 27, 2026, June 4, 2026, June 22, 2026, and June 25, 2026. In addition, the Company made a payment of $50,000 to Kevin McKnight

LLC on behalf of Olenox Corp.

In June 2026, the Company and Data & Energy

Services LLC mutually terminated the hosting agreement covering the Pyote AIR facility with effect from June 26, 2026. Under the termination

agreement the host is required to prepare a final reconciliation statement within sixty days of that date, applying the Company’s

prepayment balance and security deposit held by the host against the amounts owed through the termination date; any excess is refundable

to the Company and any shortfall is payable by the Company. The Company had thirty days after the termination date to remove its equipment

from the facility. The final reconciliation statement had not been received as of the date these financial statements were available for

issuance, and the resulting amount receivable or payable cannot presently be determined.

In July 2026, the Company terminated contractor

service agreements with Italo Data SL and Gustavo Caldeira de Andrada.

No other material subsequent events have been

identified through the date these financial statements were available for issuance.

The accompanying notes are an integral part of these unaudited condensed

financial statements.

EX-99.3 — UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

EX-99.3

Filename: ea030163101ex99-3.htm · Sequence: 4

Exhibit 99.3

OLENOX INDUSTRIES INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION

INTRODUCTION

On May 26, 2026, Olenox Industries Inc. (the “Company”

or “Olenox”) completed its acquisition of CS Digital Ventures LLC (“CS Digital”) pursuant to the Purchase Agreement

(the “Acquisition”). The aggregate consideration payable by the Company consists of (i) US$30,000,000 in upfront consideration

payable at closing, comprised of US$14,000,000 in newly issued shares of the Company’s Series D Preferred Stock, being 140,000 shares

issued at a stated value of $100.00 per share and a US$16,000,000 unsecured promissory note issued to the Sellers (the “Seller Note”),

(ii) warrants to purchase an aggregate of 1,500,000 shares of the Company’s common stock in three equal tranches of 500,000 shares each

at exercise prices of $5.00, $7.00 and $9.00 per share (the “Warrants”), and (iii) up to an additional US$20,000,000 in shares

of Series D Preferred Stock (the “Earnout Shares”) issuable upon the achievement of two post-closing milestones tied to cumulative

revenue and cumulative Adjusted EBITDA of CS Digital.

The following unaudited pro forma condensed combined financial information

has been prepared in accordance with Article 11 of Regulation S-X. The Company is a smaller reporting company and prepares this information

pursuant to Rule 8-05 of Regulation S-X, which requires compliance with Rules 11-01 through 11-03 and permits the information to be condensed

pursuant to Rule 8-03(a).

The unaudited pro forma condensed combined balance sheet as of March

31, 2026 gives effect to the Acquisition as if it had occurred on March 31, 2026. The unaudited pro forma condensed combined statements

of operations for the year ended December 31, 2025 and for the three months ended March 31, 2026 give effect to the Acquisition as if

it had occurred on January 1, 2025, the first day of the earliest period presented.

The unaudited pro forma condensed combined financial information is

presented for illustrative purposes only. It is not necessarily indicative of the operating results or financial position that would have

been achieved had the Acquisition been completed on the dates indicated, and it does not purport to project the future operating results

or financial position of the combined company.

This information should be read together with the Company’s audited

consolidated financial statements and related notes for the year ended December 31, 2025, the Company’s unaudited condensed consolidated

financial statements for the three months ended March 31, 2026, and the historical financial statements of CS Digital filed as Exhibits

99.1 and 99.2 to this Current Report on Form 8-K/A.

OLENOX INDUSTRIES INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE

SHEET

AS OF MARCH 31, 2026

Olenox Industries Inc. (Historical)

CS Digital Ventures LLC (Historical)

Transaction Accounting Adjustments

Note

Pro Forma Combined

Assets

Current assets:

Cash and cash equivalents

30,883

1,862,219

—

1,893,102

Accounts receivable, net

305,282

—

305,282

Digital assets

—

631,615

—

631,615

Contract assets

103,736

—

103,736

Inventories

329,978

—

329,978

Prepaid expenses and other current assets

447,039

4,073

—

451,112

Total current assets

1,216,918

2,497,907

—

3,714,825

Non-current assets:

Oil and gas assets, full cost accounting, net

3,923,164

—

3,923,164

Property, plant and equipment, net

4,672,024

27,264,074

—

31,936,098

Project development costs and other non-current assets

340,744

—

340,744

Right-of-use asset, net

218,934

—

218,934

Intangible assets, net

5,579,563

—

5,579,563

Goodwill

17,449,429

—

20,771,093

4(a)

38,220,522

Certificate of deposit, restricted

2,000,000

—

2,000,000

Security deposits and other non-current assets

—

2,274,534

—

2,274,534

Total non-current assets

34,183,858

29,538,608

20,771,093

84,493,559

Total Assets

35,400,776

32,036,515

20,771,093

88,208,384

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses

12,750,723

692,365

—

13,443,088

Contract liabilities and deferred revenue

945,964

—

945,964

Lease liability, current maturities

179,476

—

179,476

Due to affiliates

1,242,772

—

1,242,772

Line of credit

2,001,667

—

2,001,667

Derivative liabilities

72,157

—

72,157

Convertible notes payable

1,125,000

—

1,125,000

Current portion of long-term notes payable

4,866,664

—

4,866,664

Short term notes payable, net

1,464,612

—

1,464,612

Total current liabilities

24,649,035

692,365

—

25,341,400

Long-term notes payable, net of current portion

636,904

15,202,424

(15,202,424 )

4(d)

636,904

Seller Note payable

—

16,000,000

4(b)

16,000,000

Contingent consideration liability

—

15,399,703

4(c)

15,399,703

Warrant liability

—

Deferred tax liability

—

Lease liability, net of current maturities

56,501

—

56,501

Asset retirement obligations

1,871,180

—

1,871,180

Total liabilities

27,213,620

15,894,789

16,197,279

59,305,688

Stockholders’ equity:

Series A Preferred stock

3,809,640

—

3,809,640

Series B Preferred stock

2,084

—

2,084

Series C Preferred stock

4,589

—

4,589

Series D Preferred stock

—

140,000

4(b)

140,000

Common stock

10,002

—

10,002

Additional paid-in capital

124,471,234

—

20,575,540

4(b)

145,046,774

Treasury stock, at cost

(92,396 )

—

(92,396 )

Accumulated deficit

(120,017,997 )

—

(120,017,997 )

Members’ equity — CS Digital Ventures LLC

—

16,141,726

(16,141,726 )

4(a)(d)

—

Total stockholders’ equity

8,187,156

16,141,726

4,573,814

28,902,696

Total Liabilities and Stockholders’ Equity

35,400,776

32,036,515

20,771,093

88,208,384

See the accompanying notes to the unaudited pro forma condensed

combined financial information.

OLENOX INDUSTRIES INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

Olenox Industries Inc. (Historical)

CS Digital Ventures LLC (Historical)

Transaction Accounting Adjustments

Note

Pro Forma Combined

Revenue:

Revenues, net

2,952,578

20,634,274

—

23,586,852

Cost of revenues

7,243,081

15,422,437

—

22,665,518

Gross profit (loss)

(4,290,503 )

5,211,837

—

921,334

Operating expenses:

Payroll and related expenses

2,775,864

562,668

—

3,338,532

General and administrative expenses

6,617,372

5,043,960

—

11,661,332

Impairment loss

—

Marketing and business development expense

384,602

170,610

—

555,212

Change in fair value of bitcoin

—

(297,348 )

—

(297,348 )

Transaction costs

—

Total operating expenses

9,777,838

5,479,890

—

15,257,728

Loss from operations

(14,068,341 )

(268,053 )

—

(14,336,394 )

Other income (expense):

Interest expense

(2,904,992 )

(1,380,750 )

(219,250 )

4(b)(d)

(4,504,992 )

Gain (loss) on debt extinguishment, net

(4,648,282 )

—

(4,648,282 )

Legal settlement

2,000,000

—

2,000,000

Change in fair value of derivatives

2,538,248

—

2,538,248

Loss on initial recognition of derivatives

(4,275,231 )

—

(4,275,231 )

Gain on settlement of derivatives

2,253,638

—

2,253,638

Other income

284,770

—

284,774

Total other income (expense)

(4,751,849 )

(1,380,746 )

(219,250 )

(6,351,845 )

Loss before income taxes

(18,820,190 )

(1,648,799 )

(219,250 )

(20,688,239 )

Provision for (benefit from) income taxes

—

Net loss from continuing operations

(18,820,190 )

(1,648,799 )

(219,250 )

(20,688,239 )

Series D Preferred Stock dividends and accretion

—

Net loss from continuing operations attributable to common stockholders

(18,820,190 )

(1,648,799 )

(219,250 )

(20,688,239 )

Weighted average common shares outstanding — basic and diluted

113,908

Net loss per share from continuing operations — basic and diluted

(165.22 )

(181.62 )

See the accompanying notes to the unaudited pro forma condensed

combined financial information.

OLENOX INDUSTRIES INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Olenox Industries Inc. (Historical)

CS Digital Ventures LLC (Historical)

Transaction Accounting Adjustments

Note

Pro Forma Combined

Revenue:

Revenues, net

285,313

3,981,070

—

4,266,383

Cost of revenues

486,146

3,544,314

—

4,030,460

Gross profit (loss)

(200,833 )

436,756

—

235,923

Operating expenses:

Payroll and related expenses

692,380

183,783

—

876,163

General and administrative expenses

1,908,492

404,622

—

2,313,114

Impairment loss

—

Marketing and business development expense

81,409

62,745

—

144,154

Change in fair value of bitcoin

—

357,510

—

357,510

Transaction costs

—

Total operating expenses

2,682,281

1,008,660

—

3,690,941

Loss from operations

(2,883,114 )

(571,904 )

—

(3,455,018 )

Other income (expense):

Interest expense

(365,757 )

(398,361 )

(1,639 )

4(b)(d)

(765,757 )

Gain (loss) on debt extinguishment, net

583,726

—

583,726

Legal settlement

—

Change in fair value of derivatives

(1,355 )

—

(1,355 )

Loss on initial recognition of derivatives

—

Gain on settlement of derivatives

—

Other income

776

—

776

Total other income (expense)

217,390

(398,361 )

(1,639 )

(182,610 )

Loss before income taxes

(2,665,724 )

(970,265 )

(1,639 )

(3,637,628 )

Provision for (benefit from) income taxes

—

Net loss from continuing operations

(2,665,724 )

(970,265 )

(1,639 )

(3,637,628 )

Deemed dividend for preferred shareholders

395,967

—

395,967

Net loss from continuing operations attributable to common stockholders

(3,061,691 )

(970,265 )

(1,639 )

(4,033,595 )

Weighted average common shares outstanding — basic and diluted

698,387

Net loss per share from continuing operations — basic and diluted

(4.38 )

(5.78 )

See the accompanying notes to the unaudited pro forma condensed

combined financial information.

OLENOX INDUSTRIES INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

NOTE 1 — BASIS OF PRESENTATION

The unaudited pro forma condensed combined financial

information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and is presented pursuant to Rule 8-05 of Regulation

S-X applicable to smaller reporting companies. The Acquisition is accounted for as a business combination using the acquisition method

of accounting in accordance with ASC 805, Business Combinations, with Olenox identified as the accounting acquirer.

Under the acquisition method, the total consideration

transferred is measured at acquisition-date fair value and allocated to the identifiable assets acquired and liabilities assumed based

on their acquisition-date fair values, with any excess recorded as goodwill. Pro forma adjustments reflect only transaction accounting

adjustments.

The historical financial information of CS Digital

for the year ended December 31, 2025 was derived from its audited financial statements as of and for the years ended December 31, 2025.

The historical financial information of CS Digital as of and for the three months ended March 31, 2026 was derived from its condensed

financial statements as of and for the three months ended March 31, 2026. CS Digital is a limited liability company and recorded no provision

for income taxes.

NOTE 2 — CONSIDERATION TRANSFERRED

The fair value of the consideration transferred at the May 26, 2026

acquisition date is as follows:

Series D Preferred Stock issued (140,000 shares at $100.00 stated value)

$ 14,000,000

Seller Note

16,000,000

Warrants to purchase 1,500,000 shares of common stock

6,715,540

Contingent consideration — Earnout Shares

15,399,703

Total consideration transferred

$ 52,115,243

The Warrants were valued using the Black-Scholes-Merton

model as of the acquisition date, using the quoted closing price of the Company’s common stock of $4.90, expected volatility of 156.10%

derived from the five years of realized volatility ended on the measurement date, a risk-free rate of 4.19%, no expected dividend yield,

and the five-year contractual term of the instruments. Because the Warrants were issued as consideration transferred in a business combination,

they are measured at fair value under ASC 805-30-30-7 and ASC 820 rather than as share-based compensation, and the contractual term is

used consistent with the market participant perspective required by ASC 820-10-35-9. The Warrants are equity classified under ASC 815-40

and are not subsequently remeasured.

The Earnout Shares comprise up to $20,000,000

of Series D Preferred Stock issuable on the achievement of two milestones: cumulative revenue of CS Digital of $10,000,000, measured against

a benchmark rate of $1,250,000 per month, and cumulative Adjusted EBITDA of CS Digital of $10,000,000, measured against a benchmark rate

of $400,000 per month. The arrangement contains no expiry, and the related shares remain issuable whenever a threshold is reached. The

fair value was accordingly estimated by reference to the expected time to achievement of each threshold across a range of performance

outcomes, discounted at 14.0%, being a risk-free rate of 4.0% plus a counterparty credit spread of 10.0%, and adjusted for the probability

that payment is ultimately made. Expected achievement is approximately 6.5 months for the revenue milestone and approximately 22.5 months

for the Adjusted EBITDA milestone. The undiscounted range of possible outcomes is $0 to $20,000,000.

NOTE 3 — PRELIMINARY PURCHASE PRICE ALLOCATION

The consideration transferred has been allocated on a preliminary basis

to the identifiable assets acquired and liabilities assumed based on their carrying amounts at the May 26, 2026 acquisition date, which

the Company has used as a proxy for fair value pending completion of its valuation procedures.

Cash and cash equivalents

$ 514,751

Prepaid expenses

35,240

Cryptocurrency holdings

1,296,413

Property and equipment, net

26,651,059

Security deposits and other non-current assets

2,274,534

Total identifiable assets acquired

30,771,997

Accounts payable and accrued expenses

(106,895 )

Total liabilities assumed

(106,895 )

Net identifiable assets acquired

30,665,102

Goodwill

$ 21,450,140

The purchase price allocation is preliminary and

incomplete. The Company has not completed the valuations required to determine the acquisition-date fair values of the acquired digital

assets, the acquired bitcoin mining equipment, or any identifiable intangible assets, nor has it completed its assessment of the income

tax consequences of the Acquisition or the fair value of the consideration transferred. The Company expects to finalize the allocation

within the measurement period, which will not exceed one year from the acquisition date. The final amounts recorded may differ materially

from those presented, and any such difference would change goodwill and, where an amortizable or depreciable asset is recognized, the

pro forma statements of operations.

NOTE 4 — PRO FORMA ADJUSTMENTS

(a) To record the preliminary allocation of the consideration transferred,

comprising the recognition of goodwill of $20,771,093 measured as of the pro forma balance sheet date and the elimination of the members’

equity of CS Digital of $31,344,150, being its historical members’ equity of $16,141,726 together with the $15,202,424 credited to members’

equity by adjustment (d).

(b) To record the issuance of 140,000 shares of Series D Preferred

Stock at a stated value of $100.00 per share, recorded as $140,000 of par value and $13,860,000 within additional paid-in capital, and

the Seller Notes of $16,000,000, in each case as consideration, and the related pro forma interest expense on the Seller Note of $1,600,000

for the year ended December 31, 2025 and $400,000 for the three months ended March 31, 2026. The Seller Note bears interest at 10.0%

per annum, is payable interest-only commencing 90 days after closing, and matures with all principal and remaining interest due on May

26, 2029. The Seller Note is recorded at its face amount, the stated rate having been determined to approximate a market rate.

capital and the Earnout Shares of $15,399,703 as a contingent consideration liability. The Earnout Shares represent an obligation that

the Company may settle by issuing a variable number of its own equity shares for an amount based on a fixed monetary value, and are classified

as a liability. Subsequent changes in the fair value of the contingent consideration will be recognized in earnings; no such changes

are reflected in the pro forma statements of operations.

(d) To reflect the contribution of CS Digital’s related-party member

loan of $15,202,424, comprising $14,987,838 of principal and $214,586 of interest capitalized into the loan balance, into members’ equity.

On April 23, 2026, in anticipation of the Acquisition, the obligation was extinguished in full through a debt-for-equity exchange under

which the holder received 6,000,000 Class B Units of CS Digital, representing a 6% interest. No cash was paid and the obligation was

not assumed by the Company, and it is therefore excluded from the liabilities assumed in the preliminary purchase price allocation in

Note 3. The pro forma statements of operations reflect the reversal of the related historical interest expense of $1,380,750 for the

year ended December 31, 2025 and $398,361 for the three months ended March 31, 2026, consistent with the loan having been converted on

January 1, 2025.

(e) Transaction costs incurred in connection with the Acquisition

are expensed as incurred in accordance with ASC 805-10-25-23. No amount is reflected in the pro forma statements of operations beyond

the amounts already recognized in the historical statements.

(f) To record the income tax effect of the pro forma adjustments.

CS Digital is a limited liability company that recorded no historical tax provision because its net earnings or losses are reported by

its members. An effective rate of 0% has therefore been applied.

(g) No incremental depreciation has been recorded, as no fair value

adjustments to the acquired property and equipment has been determined. CS Digital’s bitcoin mining equipment is carried at $26,651,059

net of accumulated depreciation of $10,495,248 at the acquisition date.

(h) No amortization has been recorded, as no identifiable intangible

assets have been recognized separately from goodwill as the valuation of remains incomplete.

NOTE 5 — NON-RECURRING ITEMS

Rule 11-02(a)(11)(i) requires disclosure of material non-recurring

items included in the pro forma statements of operations that will not recur beyond twelve months following the Acquisition. The pro forma

statement of operations for the year ended December 31, 2025 includes the following amounts of the Company that are not expected to recur:

a loss on debt extinguishment of $4,648,282, a legal settlement gain of $2,000,000, a loss on initial recognition of derivatives of $4,275,231,

a gain on settlement of derivatives of $2,253,638 and a change in the fair value of derivatives of $2,538,248. The pro forma statement

of operations for the three months ended March 31, 2026 includes a net gain on debt extinguishment of $583,726 that is not expected to

recur.

NOTE 6 — PRO FORMA NET LOSS PER SHARE

Pro forma basic and diluted net loss per share

from continuing operations has been calculated using the Company’s historical weighted average common shares outstanding, as the consideration

transferred consists of Series D Preferred Stock, a promissory note and warrants rather than common stock. The Warrants and the Series

D Preferred Stock have been excluded from the computation of diluted net loss per share because their effect would be anti-dilutive in

a period of net loss; basic and diluted amounts are therefore identical.

Year ended December 31, 2025

Pro forma net loss from continuing operations attributable to common stockholders

$ (20,688,239 )

Weighted average common shares outstanding — basic and diluted

113,908

Pro forma net loss per share — basic and diluted

$ (181.62 )

Three months ended March 31, 2026

Pro forma net loss from continuing operations attributable to common stockholders

$ (4,033,595 )

Weighted average common shares outstanding — basic and diluted

698,387

Pro forma net loss per share — basic and diluted

$ (5.78 )

GRAPHIC

Filename: ea030163101_ex99-1img1.jpg · Sequence: 5

Binary file (6842 bytes)

Download ea030163101_ex99-1img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.1

Cover

May 26, 2026

Cover [Abstract]

Document Type

8-K/A

Amendment Flag

true

Amendment Description

On May 28, 2026, Olenox Industries, Inc. (the

“Company”), a Delaware corporation, filed a Current Report on Form 8-K (the “Initial Report”) to report that on

May 26, 2026, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with CS Digital

Ventures, LLC, a Delaware limited liability company (“CS Digital”), the members of CS Digital listed on the signature page

thereto (collectively, the “Sellers”), and Bernardo Schucman, in his capacity as the seller representative (the “Seller

Representative”). Pursuant to the Purchase Agreement, the Company acquired 100% of the issued and outstanding membership interests

of CS Digital (the “Acquisition”) on the same date.

Document Period End Date

May 26, 2026

Entity File Number

001-38037

Entity Registrant Name

OLENOX INDUSTRIES INC.

Entity Central Index Key

0001023994

Entity Tax Identification Number

95-4463937

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1207 N. FM 3083 Bldg. C

Entity Address, City or Town

Conroe

Entity Address, State or Province

Entity Address, Postal Zip Code

77304

City Area Code

936

Local Phone Number

323-6332

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.01

Trading Symbol

OLOX

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Description of changes contained within amended document.

+ References

No definition available.

+ Details

Name:

dei_AmendmentDescription

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration