UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38105

Forum Markets, Incorporated (formerly ETHZilla Corporation)

(Exact name of registrant as specified in its charter)

Delaware		90-1890354
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2875 South Ocean Blvd Suite 200 Palm Beach, FL		33480
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 507-0669

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 $0.0001 per share		FRMM		The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 14, 2026, 13,198,948 shares of the registrant’s common stock were issued and outstanding.

FORUM MARKETS, INCORPORATED,
FORMERLY ETHZILLA CORPORATION AND SUBSIDIARIES

FORM 10-Q

FOR THE THREE MONTHS ENDED JUNE 30, 2026

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii

PART I – FINANCIAL INFORMATION	1

Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	42
Item 4. Controls and Procedures.	42

PART II - OTHER INFORMATION	44

Item 1. Legal Proceedings.	44
Item 1A. Risk Factors.	44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3. Defaults upon Senior Securities.	47
Item 4. Mine Safety Disclosures.	47
Item 5. Other Information.	47
Item 6. Exhibits.	47

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Report”), contains forward-looking statements under federal securities laws, including within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “targets,” “scheduled,” “anticipates,” “soon,” “goal,” “intends,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report, including those factors described under the heading “Risk Factors” contained in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (“SEC”) on April 1, 2026 (the “Annual Report”) and under “Part II—Item 1A. Risk Factors”, below, and our other filings with the SEC.

In particular, forward-looking statements include, but are not limited to, statements that are not statements of current or historical facts, such as statements relating to the Company’s consideration of strategic alternatives and the Company’s ability to execute its plans, undertake tokenization activities and achieve future performance.

Factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, among others:

	●	failure to realize the anticipated benefits of the tokenization of real-world assets (“RWAs”);

	●	the Company’s ability to expand into new markets, including the tokenization of RWAs, the timing and costs associated therewith, and regulatory compliance costs, compliance and issues related thereto;

	●	the concentration of digital assets with custodians and service providers, including insolvency, non-performance, and limits on insurance coverage;

	●	risks relating to the Company’s acquisitions and strategic investments;

	●	our ability to identify, evaluate, and consummate strategic alternatives, including acquisitions, mergers, sales of the Company or material assets of the Company, strategic partnerships, capital raises and distributions of the Company’s capital and assets;

	●	the performance of the Eurus Aero Token I (the “Aero Token”) or future tokens that we develop, including anticipated yields thereof;

	●	digital asset market and network dynamics risks, including the slowing or stopping of the development or acceptance of blockchain networks and blockchain assets would have an adverse material effect on the successful development and adoption of the Company’s tokens;

	●	failure to realize the anticipated benefits of the Company’s digital asset holdings and tokenization strategies;

	●	our ability to raise sufficient capital to support our operations, fund growth initiatives and repay outstanding indebtedness;

	●	the Company’s ability to achieve profitable operations;

	●	the potential need for changes in our long-term strategy in response to future developments;

	●	the Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors;

	●	expectations regarding the capitalization, resources and ownership structure of the Company;

	●	the Company’s ownership of digital assets, the Company’s current and anticipated yield strategies, including its participation in decentralized finance industry (“DeFi”) protocols and tokenization of RWAs;

	●	fluctuations in the market price of Ether (“ETH”), the native cryptocurrency of the Ethereum blockchain, that will impact the Company’s accounting and financial reporting;

	●	government regulation of cryptocurrencies, digital assets, and tokenized securities, including evolving SEC interpretations thereof;

	●	constrained access to banking or capital markets for digital asset-related companies;

	●	the Company’s ability to repurchase shares of common stock, the timing thereof, purchase price thereof, and the fact that repurchases may not be undertaken under the stock repurchase program;

	●	risks associated with the Company’s debt, liens, secured obligations and collateral provided in connection therewith;

	●	exchange listing requirements and compliance;

	●	changes in business, market, financial, political and regulatory conditions;

	●	risks relating to the Company’s over-the-counter transactions, including the Company’s ability to repay such facilities, covenants associated therewith and security interests associated therewith, including security interests over certain of our cash and ETH;

	●	risks relating to the Company’s at-the-market equity offering (the “ATM Program”), including potential downward pressure on the Company’s stock price associated therewith;

	●	dilution associated with equity offerings and convertible instruments;

	●	risks relating to the Company’s operations and business, including the highly volatile nature of the price of ETH and other cryptocurrencies;

	●	the risk that the Company’s stock price may be highly correlated to the price of the digital assets that it holds;

	●	risks related to increased competition in the industries in which the Company does and will operate;

iii

	●	risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally;

	●	dependence on access to reliable, low-cost electricity and hosting, uninterrupted internet activity, and the integrity and availability of the Ethereum network;

	●	utility rate structures, curtailments, grid constraints and weather events;

	●	evolving U.S. and foreign laws and policies applicable to digital assets, custody, staking, market structure, sanctions/anti-money laundering (“AML”), securities and commodities regulation, and tax treatment, and possible conflicting or extraterritorial regulations, potential investigations and litigation;

	●	changes in the accounting treatment and taxation of the Company’s ETH and other digital asset holdings;

	●	accounting risks associated with fair value measurements and potential impairment charges;

	●	our ability to remediate a material weakness in our internal control over financial reporting and maintain an effective system of internal control over financial reporting;

	●	cybersecurity incidents or technological difficulties which may compromise systems and secondary market platforms, digital wallets, custodial accounts, or third-party service providers;

	●	token transactions may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable;

	●	potential litigation involving the Company;

	●	global economic conditions;

	●	geopolitical events and regulatory changes;

	●	the concentration of digital assets with custodians and service providers, including insolvency, non-performance, and staking-related penalties and liquidity constraints;

	●	the possibility that the Company could be classified as an investment company or again be deemed a shell company;

	●	vulnerabilities in smart contracts, blockchain protocol changes or forks, and the limited operating history of the Company’s tokenization activities;

	●	the Company’s stock trading at a premium or discount to the value of its digital asset holdings, and competition from spot ETH exchange-traded products;

	●	access to additional financing, and the potential lack of such financing; and

	●	the Company’s ability to raise funding in the future and the terms of such funding, including dilution caused thereby.

Any forward-looking statement in this Report reflects our current views with respect to future events or to our future financial performance and involves known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. All forward-looking statements included herein speak only as of the date of the filing of this Report. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

General Information

The following discussion is based upon our unaudited Condensed Consolidated Financial Statements (the “Condensed Consolidated Financial Statements”) included elsewhere in this Report, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, and in other reports we file with the SEC, and in our most recent Annual Report.

This information should be read in conjunction with the interim unaudited Condensed Consolidated Financial Statements and the notes thereto included in this Report, and the audited financial statements and notes thereto and “Part II. Other Information – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contained in our Annual Report.

Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our unaudited Condensed Consolidated Financial Statements included under “Part I – Financial Information” – “Item 1. Financial Statements”.

Our logo and some of our trademarks and tradenames are used in this Report. This Report also includes trademarks, tradenames and service marks that are the property of others. Solely for convenience, trademarks, tradenames and service marks referred to in this Report may appear without the ®, ™ and SM symbols. References to our trademarks, tradenames and service marks are not intended to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensors if any, nor that respective owners to other intellectual property rights will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

The market data and certain other statistical information used throughout this Report are based on independent industry publications, reports by market research firms or other independent sources that we believe to be reliable sources. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information and have not commissioned any such information. We are responsible for all of the disclosures contained in this Report, and we believe these industry publications and third-party research, surveys and studies are reliable. While we are not aware of any misstatements regarding any third-party information presented in this Report, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under, and incorporated by reference in, the section entitled “Item 1A. Risk Factors” of this Report. These and other factors could cause our future performance to differ materially from our assumptions and estimates. Some market and other data included herein, as well as the data of competitors as they relate to the Company, are also based on our good faith estimates.

See also “Cautionary Statement Regarding Forward-Looking Statements”, above, which includes information on forward-looking statements used herein and other matters which are applicable to this Report, including, but not limited to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Forum Markets”, and “Forum Markets, Incorporated” refer specifically to Forum Markets, Incorporated, formerly ETHZilla Corporation and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this Report only:

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

“SEC” refers to the United States Securities and Exchange Commission; and

“Securities Act” refers to the Securities Act of 1933, as amended.

Additional Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov and are available for download, free of charge, when such reports are filed with or furnished to the SEC, on the “Investors”– “Financials”– “SEC Filings” page of our website at https://forum-markets.com. Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our General Counsel, who can be contacted at the address and telephone number set forth on the cover page of this Report. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.

We use, and will continue to use, our website (https://forum-markets.com), press releases and various social media channels, including our X account (x.com/forum markets) and our LinkedIn account (https://www.linkedin.com/company/forummarkets/), as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information that we post on our website, disseminated in press releases and on social media could be deemed to be material information, and we encourage investors, the media and others interested in the Company to review the business and financial information that we post on our website and disseminate in press releases and on the social media channels identified above, as such information could be deemed to be material information. The contents on our website and our social media channels are not incorporated by reference into this Report and should not be considered a part of this Report.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

FORUM MARKETS INC., FORMERLY ETHZILLA CORPORATION

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

	June 30, 2026			December 31, 2025
Assets
Current Assets:
Cash and cash equivalents	$	4,102		$	8,018
Restricted cash equivalents		-			1,016
Accounts receivable		1,024			-
Loans receivable, current		2,940			-
Prepaid expenses and other current assets		5,785			4,514
Current assets of discontinued operations		340			22
Total Current Assets		14,191			13,570
Marketable securities		43,966			4,411
Non-marketable securities		45,718			45,718
Digital assets		21,644			61,587
Loans receivable, net of current portion		14,266			-
Staking receivables		-			181,011
Property and equipment, net		17,608			-
Right of use assets - operating		1,638			-
Total Assets	$	159,031		$	306,297
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	570		$	1,539
Accounts payable – related parties		-			17
Accrued expenses		4,354			6,377
Right of use liabilities - operating		-			-
Loans payable - current portion		-			251
Collateralized loan - current portion		-			31,513
Current liabilities of discontinued operations		355			1,232
Total Current Liabilities		5,279			40,929
Collateralized loan - non current		25,950			25,950
Total Liabilities		31,229			66,879
Commitments and contingencies (Note 12)
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; (see designations and shares authorized for Series A, Class B, Class C and Class K preferred stock)		-			-
Class B Convertible Preferred stock liability, $0.001 par value, 0 and 1,000,000 shares authorized, issued and outstanding at June 30, 2026 and December 31, 2025, respectively		-			-
Class C Preferred Stock; 1 share authorized, 0 issued and outstanding at June 30, 2026 and December 31, 2025		-			-
Class K Preferred Stock; 1 share authorized, 0 issued and outstanding at June 30, 2026 and December 31, 2025, respectively		-			-
Common stock, $0.0001 par value; 5,000,000,000 shares authorized; 13,210,122 and 19,012,231 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		1			2
Treasury stock 3,170 and 0 shares at June 30, 2026 and December 31, 2025, respectively		(17	)		-
Additional paid-in capital		812,123			834,453
Accumulated other comprehensive income		(3,179	)		(2,993	)
Accumulated deficit		(681,126	)		(592,044	)
Total Stockholders’ Equity		127,802			239,418
Total Liabilities and Stockholders’ Equity	$	159,031		$	306,297

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

FORUM MARKETS INC., FORMERLY ETHZILLA CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share data)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2026			2025			2026			2025

Revenue:
Aircraft engine rental revenue	$	1,365		$	-		$	2,453		$	-
Staking revenue		-			-			1,771			-
Total Revenue		1,365			-			4,224			-

Cost of Revenue:
Aircraft engine rental		967			-			1,473			-
Total Cost of Revenue		967			-			1,473			-

Gross Profit		398			-			2,751			-

Operating Expenses:
General and administrative		10,340			1,353			17,326			3,320
Total Operating Expenses		10,340			1,353			17,326			3,320
Loss From Operations		(9,942	)		(1,353	)		(14,575	)		(3,320	)

Other (Expense) Income:
Dividend income		418			-			472			-
Interest income		377			-			481			-
Other income		-			7			-			13
Interest expense		(238	)		-			(1,238	)		-
Other expense		-			-			(2,231	)		-
Change in fair value of derivative instruments		636			-			(10,374	)		-
Change in fair value of available for sale securities		80			-			126			-
Digital asset gains and losses		(6,437	)		-			(12,779	)		-
Change in fair value of long-term receivable derivative		-			-			(48,637	)		-
Gain (loss) on make whole provision		2,685			-			(1,200	)		-
Total other (expense) income, net		(2,479	)		7			(75,380	)		13
Loss Before Income Taxes		(12,421	)		(1,346	)		(89,955	)		(3,307	)
Income tax benefit		-			-			-			-
Net Loss From Continuing Operations		(12,421	)		(1,346	)		(89,955	)		(3,307	)
Net Income (Loss) From Discontinued Operations		(397	)		(381	)		873			(789	)
Net Loss		(12,818	)		(1,727	)		(89,082	)		(4,096	)

Other Comprehensive Loss:
Foreign currency translation adjustments		16			(143	)		(186	)		(208	)
Total other comprehensive income (loss)		16			(143	)		(186	)		(208	)
Total Comprehensive Loss	$	(12,802	)	$	(1,870	)	$	(89,268	)	$	(4,304	)

Basic and Diluted Net Income (Loss) per Common Share
Continuing operation	$	(0.73	)	$	(2.36	)	$	(4.69	)	$	(7.14	)
Discontinued operation	$	(0.02	)	$	(0.67	)	$	0.05		$	(1.70	)

Weighted Average Number of Common Shares Outstanding:
Basic		17,066,476			570,813			19,171,730			462,972
Diluted		17,066,476			570,813			19,171,730			462,972

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

FORUM MARKETS INC., FORMERLY ETHZILLA CORPORATION

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Six Months Ended June 30, 2026 and 2025

(In thousands)

(Unaudited)

	For the Three and Six Months Ended June 30, 2026 and 2025
	Series B Preferred					Common Stock						Treasury			Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders’ Equity
	Shares			Amount		Shares			Amount			Stock			Capital			Income			Deficit			(Deficit)
Balance - January 1, 2026		-		$	-		19,012,231		$	2		$	-		$	834,453		$	(2,993	)	$	(592,044	)	$	239,418
Shares issued for cash, net		-			-		1,335,766			-			-			5,503			-			-			5,503
Common stock cancelled for withholding taxes		-			-		(34,886	)		-			-			(223	)		-			-			(223	)
Stock-based compensation		-			-		-			-			-			104			-			-			104
Comprehensive loss:
Net loss		-			-		-			-			-			-			-			(76,264	)		(76,264	)
Other comprehensive loss		-			-		-			-			-			-			(202	)		-			(202	)
Balance - March 31, 2026		-			-		20,313,111			2			-			839,837			(3,195	)		(668,308	)		168,336
Common stock cancelled for withholding taxes		-			-		(16,178	)		-			-			(223	)		-			-			(223	)
Repurchase of common stock		-			-		(7,086,811	)		(1	)		(17	)		(31,304	)		-			-			(31,322	)
Stock-based compensation		-			-		-			-			-			3,813			-			-			3,813
Comprehensive loss:
Net loss		-			-		-			-			-			-			-			(12,818	)		(12,818	)
Other comprehensive income		-			-		-			-			-			-			16			-			16
Balance - June 30, 2026		-		$	-		13,210,122		$	1		$	(17	)	$	812,123		$	(3,179	)	$	(681,126	)	$	127,802

Balance - January 1, 2025		1,000,000		$	-		317,705		$	-		$	-		$	153,692		$	(2,917	)	$	(141,523	)	$	9,252
Cancelled shares		-			-		(239	)		-			-			-			-			-			-
Shares issued for settlement of liabilities		-			-		24,317			-			-			310			-			-			310
Stock-based compensation		-			-		45,000			-			-			578			-			-			578
Conversion of Series B Convertible Preferred Stock		(1,000,000	)		-		131,800			-			-			-			-			-			-
Comprehensive loss:
Net loss		-			-		-			-			-			-			-			(2,369	)		(2,369	)
Other comprehensive loss		-			-		-			-			-			-			(65	)		-			(65	)
Balance - March 31, 2025		-			-		518,583			-			-			154,580			(2,982	)		(143,892	)		7,706
Shares issued for settlement of liabilities		-			-		50,971			-			-			441			-			-			441
Stock-based compensation		-			-		34,373			-			-			104			-			-			104
Commitment to repurchase common stock		-			-		-			-			(1,000	)		-			-			-			(1,000	)
Comprehensive loss:
Net loss		-			-		-			-			-			-			-			(1,727	)		(1,727	)
Other comprehensive loss		-			-		-			-			-			-			(143	)		-			(143	)
Balance - June 30, 2025		-		$	-		603,927		$	-		$	(1,000	)	$	155,125		$	(3,125	)	$	(145,619	)	$	5,381

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

FORUM MARKETS INC., FORMERLY ETHZILLA CORPORATION

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2026			2025

Cash Flows from Operating Activities
Net loss from continuing operations	$	(89,955	)	$	(3,307	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		3,917			681
Depreciation and amortization		1,409			-
Amortization of loan premiums		9			-
Change in fair value of long term receivable derivative		48,637			-
Digital asset gains and losses		12,779			-
Change in fair value of available for sale securities		(126	)		-
Change in fair value of derivative instruments		10,374			-
Non-cash staking and incentive revenue		460			-
Loss on make whole provision		1,200			-
Changes in operating assets and liabilities:
Accounts receivable		(1,024	)		-
Prepaid expenses and other current assets		(13,997	)		374
Right of use asset – operating lease		169			-
Accounts payable		(1,873	)		(93	)
Accounts payable - related parties		(17	)		2
Accrued expenses		(3,442	)		462
Right of use lease liabilities		(903	)		-
Total adjustments		57,572			1,426
Net cash used in operating activities from continuing operations		(32,383	)		(1,881	)
Net cash used in operating activities from discontinued operations		(509	)		(502	)
Net cash used in operating activities		(32,892	)		(2,383	)

Cash Flows from Investing Activities
Purchases of marketable securities		(39,428	)		-
Purchases of digital assets		(757	)		-
Sale of cryptocurrency		128,096			-
Purchase of loans receivable		(17,474	)		-
Repayment of loans receivable		406			-
Purchase of property and equipment		(16,813	)		-
Net cash provided by investing activities from continuing operations		54,030			-
Net cash provided by investing activities from discontinued operations		-			-
Net cash provided by investing activities		54,030			-

Cash Flows from Financing Activities
Repurchases of common stock		(31,322	)		-
Repayment of loans payable		(251	)		-
Proceeds from shares issued for cash, net		5,503			-
Net cash used in financing activities from continuing operations		(26,070	)		-
Net cash used in financing activities from discontinued operations		-			(8	)
Net cash used in financing activities		(26,070	)		(8	)

Net Change In Cash, cash equivalents and restricted cash equivalents		(4,932	)		(2,391	)
Cash, cash equivalents and restricted cash equivalents - Beginning of Period		9,034			4,567
Cash, cash equivalents and restricted cash equivalents - End of Period	$	4,102		$	2,176

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for income taxes	$	-		$	-
Cash paid during the period for interest expense	$	2		$	12

Non cash investing and financing activities
Shares issued for settlement of liabilities	$	-		$	751
Prepaid expense financed with notes payable	$	-		$	722
Commitment to repurchase common stock	$	-		$	1,000
Reclassification of deposits for fixed assets	$	1,216		$	-
Loan proceeds received in cryptocurrency	$	67,039		$	-
Loan repayments denominated in cryptocurrency	$	98,552		$	-
Capitalization of ROU assets and liabilities - operating	$	1,806		$	-
Common stock cancelled for withholding taxes	$	445		$	-

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

FORUM MARKETS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

Forum Markets, Inc. (formerly ETHZilla Corporation) (the “Company”) was incorporated in the State of Delaware on September 7, 2016.

On February 24, 2026, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to change the Company’s name from “ETHZilla Corporation” to “Forum Markets, Incorporated,” which became effective at 12:01 a.m. Eastern Time on February 25, 2026. Effective March 2, 2026, the Company’s common stock (“Common Stock”) began trading on The Nasdaq Capital Market under the ticker symbol “FRMM,” replacing the ticker symbol “ETHZ.”

The Company’s continuing operations consist primarily of the development of a blockchain-based platform focused on the acquisition, structuring, and tokenization of RWAs, including assets such as aerospace equipment, auto loans, manufactured home loans, and commercial real estate and land, which the Company intends to structure into regulated, tokenized financial products.

During 2025, the Company determined to discontinue its historical pharmaceutical research activities and to cease pursuing commercialization of the blockchain-based gaming technology platform (the “Gaming Technology Platform”) acquired in September 2024. The assets and liabilities and results of operations related to these activities have been classified as discontinued operations for all periods presented.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company and entities in which the Company has a controlling financial interest. They have been prepared in accordance with GAAP. The Company reports financial results in U.S. dollars.

The Company consolidates entities in which it holds a controlling financial interest in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation. As of June 30, 2026, the Company conducts its continuing operations directly through the parent entity. All intercompany transactions and balances have been eliminated in consolidation.

The Condensed Consolidated Financial Statements, in the opinion of management, reflect all adjustments, which include normal and recurring adjustments, necessary to fairly state the Company’s financial position, results of operations, and cash flows for the periods presented herein.

Additional information regarding the Company’s significant accounting policies is included in the Company’s Annual Report.

Use of Estimates

The preparation of accompanying financial statements, in conformity with GAAP, requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates and assumptions used in these Condensed Consolidated Financial Statements include, but are not limited to, the fair value of financial instruments (including staking receivables and convertible debt), the valuation of the Company’s digital assets, warrants, options, and embedded derivatives. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates.

Digital Assets

The Company accounts for crypto assets within the scope of ASC 350-60, Intangibles – Goodwill and Other – Crypto Assets (“ASC 350-60”), at cost with subsequent measurement at fair value, with changes in fair value recognized in earnings. Certain liquid staking arrangements are accounted for as non-monetary receivables with embedded derivatives, which are separated and accounted for under ASC 815, Derivatives and Hedging (“ASC 815”).

Cash, Cash Equivalents and Restricted Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents, including certificates of deposits and United States Treasury securities. As of June 30, 2026 and December 31, 2025, cash and cash equivalents totaled $4.1 million and $8.0 million, respectively. As of June 30, 2026, the Company had no restricted cash equivalents, as the $1.0 million of restricted cash equivalents previously pledged as collateral against the Company’s convertible debt were held in controlled accounts at December 31, 2025, and were released to the Company in January 2026.

Concentrations of Credit Risk

The Company is subject to concentration of credit risk arising from its cash and cash equivalents, digital assets, and related counterparties, including financial institutions, custodians, and participants in liquid staking protocols. Cash balances may, at times, exceed federally insured limits. The Company mitigates this risk by placing cash with high-credit-quality financial institutions.

The Company also holds digital assets, including ETH, with third-party custodians and participates in liquid staking arrangements through third-party protocols. These arrangements expose the Company to risks related to counterparty nonperformance, custodian insolvency, and protocol-level events.

As of June 30, 2026, the Company’s maximum exposure to loss related to these concentrations, assuming complete nonperformance by counterparties and no recovery of collateral, consists primarily of (i) cash and cash equivalents, including restricted cash equivalents, with a carrying value of approximately $4.1 million, and (ii) digital assets held with third-party custodians with a carrying value of approximately $21.6 million.

The Company has not recognized an allowance for credit losses related to cash and receivable-type balances, including staking receivables, as of June 30, 2026.

Segment Reporting

ASC 280, Segment Reporting (“ASC 280”), requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (the “CODM”) in deciding how to allocate resources and assess performance.

Segment information is prepared on the same basis that the Company’s Chief Executive Officer (“CEO”), who serves as the CODM, manages the business, evaluates financial results, and makes key operating decisions. The Company has a single reportable operating segment based on how the CODM reviews financial performance and allocates resources. All assets of the Company’s continuing operations are managed on a consolidated basis.

The CODM uses net income to evaluate and make key operating decisions. Because the Company has a single reportable segment and the measure of segment profit or loss is consolidated net income, the required disclosures under ASC 280 are presented on a consolidated basis. Accordingly, no additional disaggregated segment disclosures are required.

Aircraft Engine Acquisition

The Company, through its wholly-owned subsidiary, ETHZilla Aerospace LLC, acquired three aircraft engines and related equipment in transactions accounted for as asset acquisitions. The aircraft engines are recorded at cost, including transaction costs directly attributable to the acquisition, and are presented within “Property and equipment, net” on the Condensed Consolidated Balance Sheets.

At the time of acquisition, the aircraft engines were subject to existing lease arrangements, which were assumed by the Company in connection with the transactions. The Company retained the prior classification of the leases as operating leases. Accordingly, the aircraft engines are depreciated on a straight-line basis over their estimated useful lives. Management reviews estimated useful lives and residual values periodically and revises such estimates prospectively, when appropriate.

Lease revenue is recognized in accordance with ASC 842, Leases (“ASC 842”). Lease income consists of fixed lease payments and variable consideration based on engine usage. Fixed lease payments are recognized on a straight-line basis over the lease term, while variable lease payments are recognized in the period in which the underlying usage occurs. Lease revenue is recognized only from the date control of the aircraft engines transfers to the Company and is presented within “Aircraft engine rental revenue” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

The Company has entered into third-party servicing arrangements related to the aircraft engines. Fees associated with these servicing arrangements are expensed as incurred.

The aircraft engines are evaluated for impairment in accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”) whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized to the extent the carrying value exceeds the estimated fair value of the asset.

Eurus Aero Tokens

The Company, through its wholly-owned subsidiary, ETHZilla Aerospace LLC, issued profit participation interests in the form of cryptographic digital tokens (the “Eurus Aero Tokens”) that entitle holders to receive pro rata cash distributions derived from net cash flows generated by specified aircraft engines, including lease income and proceeds from a potential liquidity event. The Eurus Aero Tokens do not represent equity interests in the Company and do not convey voting or governance rights. Proceeds received from the issuance of the Eurus Aero Tokens are initially recorded as a liability, as the tokens represent contractual obligations to remit future cash flows to token holders. The liability is reduced as distributions are paid or become payable in accordance with the token documentation.

Warehouse Facility

The Company, through its wholly-owned subsidiary, ETHZilla Auto Loans LLC (“ETHZilla Auto Loans”), provides a revolving warehouse credit facility (the “Warehouse Facility”) to Anchored Finance, LLC (“Anchored Finance”) which is engaged in the business of funding auto loan receivables. Advances under the Warehouse Facility are secured by a first-priority perfected security interest in the underlying eligible receivables and related proceeds. The Company determined that advances made under the Warehouse Facility are classified as held for investment. As such, the loans will be reported on the balance sheet at their amortized cost basis.

In accordance with ASC 310, Receivables (“ASC 310”), loan receivables are recognized when advances are funded and are subsequently measured at amortized cost, net of an allowance for expected credit losses, as applicable. Interest income on funded advances is recognized over time using the effective interest method and presented as “Interest income” in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Warehouse Facility also provides for commitment fees on the unfunded portion of the commitment, which are recognized as income over the commitment period.

Loan receivables arising under the Warehouse Facility are derecognized upon repayment or settlement of the related advance, including repayment in connection with take-out of the pledged receivables. The Company evaluates these loan receivables for expected credit losses in accordance with ASC 326, Financial Instruments – Credit Losses (“ASC 326”), including consideration of historical experience, current conditions, reasonable and supportable forecasts, and the nature and value of collateral securing the advances.

Zippy Manufactured Home Loans

The Company, through its wholly-owned subsidiary, ETHZilla Modular Mortgage LLC (“ETHZilla Modular Mortgage”), acquires manufactured and modular home loan receivables (the “Zippy Loans”).

The Company determined that the Zippy Loans transaction represents the purchase of financial assets rather than a secured financing because control of the loans is transferred to the Company and the sale criteria under ASC 860, Transfer and Servicing are met. Accordingly, the Zippy Loans are accounted for as loan receivables under ASC 310. The Company also determined the transaction represents an asset acquisition under ASC 805, Business Combinations.

Zippy Loans are recognized when the Company obtains control of the loans and the contractual rights to principal and interest cash flows. The loans are initially recorded at cost, which includes the purchase price and directly attributable transaction costs, and are subsequently measured at amortized cost, net of an allowance for expected credit losses. Purchase price premiums or discounts that are integral to the loans’ yield are accreted or amortized into interest income over the expected life of the loans using the effective interest method. Interest income earned on the Zippy Loans is presented as “Interest income” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.

The Company evaluates the Zippy Loans for expected credit losses in accordance with ASC 326 and records an allowance for expected credit losses upon acquisition and reassesses the allowance at each reporting date. The Zippy Loans include Community Recourse Loans which management considers in assessing credit risk characteristics and estimating expected credit losses. In estimating expected credit losses, the Company considers the extent to which contractual recourse provisions mitigate the Company’s exposure to credit losses and evaluates expected credit losses based on the amounts expected to be collected from borrowers and, as applicable, from counterparties providing recourse.

Zippy Loans, LLC (or an affiliate) services the loans pursuant to a servicing arrangement. Servicing fees are recognized as incurred and included in “Loans receivable.” Loan purchases under the forward-flow arrangements are evaluated and accounted for as separate transactions at the time of acquisition, and the forward-flow arrangements do not, in and of themselves, result in recognition of loan receivables or liabilities prior to settlement. The Company determined that customary representations and warranties, indemnification, repurchase, recourse, and side letter provisions do not provide the seller with effective control over the transferred loans and do not give rise to separate liabilities at acquisition.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), which amends ASC 220-40, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (“ASC 220-40”). In January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”), which also amends ASC 220-40 and clarifies the effective date of ASU 2024-03. ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement, including specific information about certain costs and expenses. As clarified by ASU 2025-01, the amendments are effective for the Company for annual reporting beginning in fiscal 2028 and interim reporting beginning in fiscal 2029, applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting these standards on its Condensed Consolidated Financial Statements and related disclosures.

NOTE 3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following (in thousands):

	June 30, 2026		December 31, 2025
Director and officer’s insurance	$	1,000	$	2,212
Aircraft engines deposit		-		1,216
Derivative instruments, including collateral posted¹		2,192		-
Loan collateral deposits²		2,258		-
Leasehold improvement deposit		-		988
Professional fees		299		78
Other		36		20
Total prepaid expenses and other current assets	$	5,785	$	4,514

(1)	Includes $2.1 million of cash collateral related to ETH-denominated derivative instruments. See Note 5 – Digital Assets.

(2)	Cash collateral related to ETH-denominated loan. See Note 9 – Debt.

NOTE 4 – INVESTMENTS

Marketable Securities

The following table presents the amortized cost, gross unrealized gains and losses, and fair value of the Company’s marketable securities (in thousands):

	June 30, 2026
Security Type:	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale debt securities:
Other fixed income securities	$	43,455	$	470	$	(18	)	$	43,907
Equity securities measured at fair value:
REITs		53		6		-			59
Total	$	43,508	$	476	$	(18	)	$	43,966

(1)	Available for sale debt securities consist primarily of U.S. Treasury securities with contractual maturities of one year or less and other fixed income securities.

(2)	No allowance for credit losses was recorded for the periods presented.

Equity Investments

Satschel Investment

The Company holds an investment representing approximately 15% ownership in Satschel, Inc. (“Satschel”). The investment is accounted for as an equity security under ASC 321, Investments – Equity Securities (“ASC 321”) using the measurement alternative. As of June 30, 2026, the carrying amount of the investment was $13.7 million. No impairment losses or observable price adjustments were recognized during the three and six months ended June 30, 2026.

Karus Investment

The Company holds an investment representing approximately 20% ownership in Karus, Inc. (“Karus”). The Company accounts for its Common Stock investment under the equity method pursuant to ASC 323, Investments – Equity Method and Joint Ventures (“ASC 323”), and its preferred stock investment as an equity security under ASC 321 using the measurement alternative. As of June 30, 2026, the carrying amount of the equity-method investment was not material, and the carrying amount of the equity security measured under ASC 321 was $9.8 million. No material share of income or loss was recognized from the equity-method investment, and no impairment losses or observable price adjustments were recognized for either investment during the three and six months ended June 30, 2026.

Zippy Investment

The Company holds an investment representing approximately 15% ownership in Zippy, Inc. (“Zippy”), which is accounted for as an equity security under ASC 321 using the measurement alternative. As of June 30, 2026, the carrying amount of the investment was $22.3 million. No impairment losses or observable price adjustments were recognized during the three and six months ended June 30, 2026.

As of June 30, 2026, and December 31, 2025, the Company estimated the fair value of the final make whole amount (the “Final Make Whole Amount”) under the Zippy Purchase Agreement (the “Zippy Purchase Agreement”) to be $4.3 million and $6.3 million, respectively, which was recognized as a contingent liability and included in “Accrued expenses” on the Company’s Condensed Consolidated Balance Sheets. The Company recognized a gain on make whole provision of $2.7 million and loss on make whole provision of $1.2 million during the three and six months ended June 30, 2026, respectively, which are included in “Gain (loss) on make whole provision” on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.

On June 30, 2026, the Company entered into Side Letter Amendment No. 2 to the Series B-3 Preferred Stock Purchase Agreement with Zippy, which amended the timing of the Company’s make whole obligation by replacing the original determination date with three separate measurement dates. For additional information on the make whole obligation, see Note 7 – Accrued Expenses.

NOTE 5 – DIGITAL ASSETS

Crypto assets within the scope of ASC 350-60

The following table presents the Company’s significant digital asset holdings (in thousands):

	June 30, 2026
	Quantity		Cost Basis¹		Fair Value¹
ETH		12,441	$	41,165	$	19,562
USDC (USDC is a stablecoin meant to track the value of the U.S. dollar, backed by U.S. dollars and dollar-denominated assets)		2,083,424		2,082		2,082
Liquid staking incentive tokens ²		-		-		-
Total digital asset holdings		2,095,865	$	43,247	$	21,644

(1)	Cost basis is equal to the cost of the digital assets net of any transaction fees, if any, at the time of purchase or upon receipt. Fair value represents the quoted digital asset prices within the Company’s principal market at the time of measurement.

(2)	Liquid staking incentive tokens include PUFFER and ETHFI incentive tokens. Incentive tokens are governance tokens earned for deposited certain amounts of ETH into protocols for a specified period of time.

The following table presents a roll forward of the Company’s digital asset holdings, consisting of ETH and staking incentive tokens (in thousands):

	Six Months Ended June 30, 2026
Digital Assets as of December 31, 2025	$	61,587
Additions¹		757
Dispositions		(128,096	)
Receipt and accrual of ETH from native staking activities		(460	)
Receipt of ETH from derecognition of liquid staking activities		132,374
Payment of loan collateral in cryptocurrency		(226	)
Cryptocurrency denominated loan proceeds²		67,039
Cryptocurrency denominated loan repayments²		(98,552	)
Change in fair value of digital assets		(12,779	)
Digital assets fair value	$	21,644

(1)	Additions are the results of purchases and receipts of ETH.

(2)	Represents ETH-denominated proceeds received during the year from a collateralized loan that was fully repaid prior to June 30, 2026.

During the six months ended June 30, 2026, the Company sold approximately 57,726 ETH for an aggregate of $128.1 million, at an average price of $2.2 thousand per ETH. During the six months ended June 30, 2026, the Company recognized cumulative realized losses of $124.6 million and unrealized gains of $111.8 million related to digital asset transactions. During the three months ended Jeun 30, 2026, the Company recognized unrealized losses of $6.4 million.

As of June 30, 2026, the Company held approximately 12,441 ETH, which are pledged as collateral under a crypto-collateralized borrowing arrangement. See Note 9 – Debt for additional information.

Non-monetary receivable with an embedded derivative within the scope of ASC 310-10 and ASC 815-15

During the six months ended June 30, 2026, the Company closed its liquid staking position. The Company recognized a change in fair value of the embedded derivative of $48.6 million and the net value of liquid staking activities of $132.4 million was reclassified to digital assets. The Company recognized staking revenue of $0.3 million during the six months ended June 30, 2026, respectively.

As of June 30, 2026, the Company had no remaining staking receivable or associated embedded derivative, as the liquid staking position was closed during the six months ended June 30, 2026. As of December 31, 2025 the carrying amount of the host contract (representing the 50,000 deposited ETH into Ether.Fi and 10,575 into PufETH) was $262.3 million and the fair value of the embedded derivative liability was $81.3 million, both of which are included within “Staking Receivables” on the Condensed Consolidated Balance Sheets.

Derivative Instruments and Collateral Arrangements

The Company may transfer or pledge digital assets or cash as collateral in connection with certain derivative instruments. During the six months ended June 30, 2026, the Company entered into a series of derivative trades with a single counterparty in connection with the Company’s disposal of digital asset holdings, including call and put options and non-deliverable forward contracts, with a total notional amount of approximately $82.6 million.

Certain derivative contracts may require the posting of collateral, which can include cash or digital assets, depending on the terms of the arrangement. Results of the Company’s ETH-denominated derivative instruments, including realized and unrealized gains and losses, are recognized in earnings and presented within “Digital asset gains and losses” in the Condensed Consolidated Statements of Operations and Comprehensive Loss, as the instruments are used to economically manage exposure to changes in the fair value of ETH. During the six months ended June 30, 2026, the Company recognized realized losses of $10.5 million and unrealized gains of $0.5 million related to these instruments. During the three months ended June 30, 2026, the Company recognized realized gains of $1.9 million and unrealized losses of $1.3 million.

Collateral posted in connection with derivative instruments may be returned upon settlement or early termination of the related contracts. During the six months ended June 30, 2026, certain derivative instruments were settled or early terminated and related collateral was returned. As of June 30, 2026, the Company had one open derivative asset position with a fair value of $0.1 million. In connection with these derivative instruments, the Company was required to post cash collateral of $2.1 million. The net balance of $2.2 million, representing cash collateral posted in excess of the related derivative asset, was included in “Prepaid expenses and other current assets” on the Condensed Consolidated Balance Sheets as of June 30, 2026.

As of June 30, 2026, the Company had one open ETH call option contracts with an aggregate notional quantity of 12,000 ETH, all with an expiration date of December 25, 2026, and a strike price of $3,900.

Eurus Aero Tokens

On February 12, 2026, the Company, through its wholly-owned subsidiary, ETHZilla Aerospace LLC, launched a private offering of up to approximately $11.7 million in profit participation interests issued as Eurus Aero Tokens on the Arbitrum Ethereum Layer 2 network in connection with two CFM56-7B24 aircraft engines owned by the Company. The aircraft engines are subject to existing lease arrangements with third-party lessees.

As of June 30, 2026, the Company had received gross proceeds of $10.0 thousand from the issuance of Eurus Aero Tokens.

The Eurus Aero Tokens provide holders with contractual rights to pro rata distributions from the net cash flows generated by the aircraft engines, which are derived from monthly lease collections and, upon a liquidity event, proceeds from the sale of the aircraft engines. The Company’s obligations under the Eurus Aero Tokens are secured by collateral that includes the aircraft engines, related lease receivables, reserves, and insurance proceeds.

The Eurus Aero Tokens are digital securities issued on a blockchain network. The tokens themselves do not represent ownership interests in ETH, stablecoins, or other digital assets, nor do they constitute ownership interests in the aircraft engines.

The issuance of Eurus Aero Tokens did not result in the transfer or derecognition of the underlying aircraft engines or related lease receivables. Cash proceeds received from the token issuance are recorded separately from digital assets.

During the six months ended June 30, 2026, the Company did not make any cash distributions to Eurus Aero Token holders, and there was no accrued payable related to declared but unpaid distributions as of June 30, 2026.

NOTE 6 – LOANS RECEIVABLE

The Company’s loans receivable consist primarily of loans acquired and financed in connection with its RWA platform activities. Loans receivable are carried at amortized cost, net of any allowance for expected credit losses, and are included in “Loans Receivable” on the Company’s Condensed Consolidated Balance Sheets. The Company evaluates expected credit losses on loans receivable in accordance with ASC 326, considering the underlying collateral, contractual recourse provisions, and the creditworthiness of counterparties. Based on this evaluation, management concluded no allowance was recorded as of the reporting date.

Warehouse Facility Loan Receivables

The Company, through its wholly-owned subsidiary ETHZilla Auto Loans, provides a revolving warehouse credit facility to Anchored Finance, LLC. Advances under the Warehouse Facility are secured by eligible auto loan receivables and related collateral and are subject to borrowing base requirements. The Warehouse Facility has a commitment amount of up to $10.0 million and an initial term of 12 months from the closing date, with automatic renewal for successive six-month periods unless either party provides notice of non-renewal. Advances under the Warehouse Facility carry interest at 12.0% per annum on the outstanding advance balance and the Company receives an unused facility fee of 1.0% per annum based on the daily average amount of the unused portion of the Warehouse Facility.

Warehouse Facility loan receivables are accounted for as loans held for investment and are measured at amortized cost, net of any allowance for expected credit losses.

As of June 30, 2026, an aggregate of $2.7 million in advances had been made under the Warehouse Facility, and the outstanding principal balance of warehouse facility loan receivables supported by the borrowing base was $2.5 million. Such amount is included in “Loans Receivable, current portion” on the Company’s Condensed Consolidated Balance Sheets. The Company recognized interest income of $0.1 million during the three and six months ended June 30, 2026, related to the Warehouse Facility, which is included within “Interest income” on the Condensed Consolidated Statements of Operations and Comprehensive Loss.

As of June 30, 2026, the Company evaluated these warehouse facility loan receivables for expected credit losses in accordance with ASC 326, and the related allowance was immaterial.

Zippy Manufactured Home Loan Receivables

The Company owns manufactured and modular home loan receivables secured by first-lien manufactured home collateral. The loans are serviced by Zippy Loans, LLC pursuant to applicable servicing agreements (the “Community Recourse Loans”).

The loan portfolio currently consists of Community Recourse Loans. Community Recourse Loans relate to manufactured homes located in designated manufactured housing communities and benefit from community recourse or repurchase arrangements under defined conditions for a limited period of time. Non-Recourse Loans, which do not include such provisions and rely solely on recovery from the underlying collateral, may be acquired in future periods pursuant to forward-flow arrangements.

The Community Recourse Loans are accounted for as loans held for investment and are measured at amortized cost, including the effect of any unamortized premiums, net of any allowance for expected credit losses. During the three months ended June 30, 2026, the Company acquired additional loans for a total purchase price of $5.0 million (equal to 104% of the outstanding principal balance at the purchase date). During the six months ended June 30, 2026, the Company acquired loans for an aggregate purchase price of $14.8 million (equal to 104% of the outstanding principal balance at the respective purchase dates), on which it recognized an aggregate loan premium of $0.6 million. Loan premiums are amortized over the life of the loans as a reduction of interest income using the effective interest method. During the three and six months ended June 30, 2026, the Company amortized an immaterial amount of the premium to interest income.

As of June 30, 2026, the outstanding principal balance of the manufactured home loan receivables was $14.7 million and is included within “Loans receivable, net of current portion” on the Condensed Consolidated Balance Sheets. As of June 30, 2026, the Community Recourse Loans had a weighted average interest rate of 9.85% per annum and a weighted average remaining term of 20.2 years.

The Company recognized interest income of $0.4 million during each of the three and six months ended June 30, 2026, related to the loan portfolio, which is included within “Interest Income” on the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Management concluded that an allowance for expected credit losses was not required as of June 30, 2026, as the Company’s exposure to credit losses is mitigated by the underlying collateral and contractual community recourse provisions.

As of June 30, 2026, the Company’s loan balance and scheduled principal repayments were as follows:

	Warehouse Facility		Community Recourse Loans		Total
Principal Repayments due
June 2027	$	2,452	$	341	$	2,793
June 2028		-		340		340
June 2029		-		375		375
June 2030		-		406		406
June 2031		-		426		426
Thereafter		-