DeFi Technologies Inc(DEFT) - 2025 Q2 - Quarterly Report

Report Overview and Assurance Notice to Reader This revised interim financial statement replaces the original, adding an independent practitioner's review report and confirming no subsequent events requiring adjustment or disclosure - This revised condensed consolidated interim financial statement (as of March 31, 2025, and March 31, 2024) supersedes and replaces the original statement filed on May 14, 2025[4] - The revised statement aims to remove the 'Notice to Reader of Unaudited Condensed Consolidated Interim Financial Statements' and add the 'Independent Practitioner's Review Engagement Report'[4] - No subsequent events or developments requiring adjustment or disclosure have occurred up to July 8, 2025[4] Independent Practitioner's Review Engagement Report The independent practitioner reviewed the March 31, 2025 interim financial statements, finding no material misstatements, but did not review the comparative period - The review scope includes the condensed consolidated interim statements of financial position, operations and comprehensive income (loss), changes in equity, and cash flows as of March 31, 2025[6] - The review is a limited assurance engagement, with procedures significantly less than an audit, thus no audit opinion is expressed[9] - Based on the review, no matters were identified that caused the practitioner to believe the financial statements are not presented fairly in all material respects regarding the company's financial position, operating results, and cash flows[10] - The condensed consolidated interim statements of operations and comprehensive income (loss), cash flows, and changes in equity for the three months ended March 31, 2024, were not reviewed, and therefore no conclusion is expressed on that information[11] Condensed Consolidated Interim Financial Statements Condensed consolidated interim statements of financial position As of March 31, 2025, total assets and liabilities decreased, while shareholders' equity significantly increased to CAD 79,710,664 Financial Position Summary | Metric | March 31, 2025 (CAD) | December 31, 2024 (CAD) | | :--------------------- | :-------------------- | :-------------------- | | Assets | | | | Cash and Cash Equivalents | 19,996,609 | 22,923,872 | | Digital Assets | 300,704,612 | 398,364,913 | | Digital Assets Loaned | 87,416,813 | 55,568,531 | | Digital Assets Staked | 276,463,925 | 345,381,533 | | Equity Investments (FVTPL) | 120,675,977 | 181,757,532 | | Total Assets | 1,040,124,824 | 1,317,366,412 | | Liabilities | | | | ETP Holders Payable | 921,440,301 | 1,253,515,501 | | Total Liabilities | 960,414,160 | 1,294,214,985 | | Shareholders' Equity | | | | Share Capital | 210,755,850 | 201,478,504 | | Accumulated Deficit | (178,714,334) | (221,770,726) | | Total Equity | 79,710,664 | 23,151,427 | Condensed consolidated interim statements of operations and comprehensive loss For the three months ended March 31, 2025, total revenue significantly improved to CAD 62,658,562, resulting in a net profit of CAD 43,056,392 and basic earnings per share of CAD 0.13 Operations and Comprehensive Loss Summary | Metric | Three Months Ended March 31, 2025 (CAD) | Three Months Ended March 31, 2024 (CAD) | | :----------------------------------- | :----------------------------- | :----------------------------- | | Revenue | | | | Net Change in Realized and Unrealized Gains and (Losses) on Digital Assets | (229,395,365) | 317,123,056 | | Net Change in Realized and Unrealized Gains and (Losses) on ETP Payables | 402,181,036 | (328,253,885) | | Staking and Lending Income | 14,039,548 | 5,808,001 | | Total Revenue | 62,658,562 | (4,922,567) | | Expenses | | | | Operating, General and Administrative | 9,074,578 | 2,968,137 | | Share-based Payments | 7,341,412 | 1,617,515 | | Total Expenses | 18,529,807 | 13,119,189 | | Net Profit (Loss) | | | | Net Profit (Loss) Before Tax | 44,128,755 | (18,041,756) | | Net Profit (Loss) After Tax | 43,056,392 | (18,041,756) | | Basic Earnings (Loss) Per Share | 0.13 | (0.06) | | Diluted Earnings (Loss) Per Share | 0.12 | (0.06) | Condensed consolidated interim statements of cash flows For the three months ended March 31, 2025, net cash used in operating activities increased, with financing activities providing CAD 75,763,595, and period-end cash at CAD 19,996,609 Cash Flow Summary | Cash Flow Category | Three Months Ended March 31, 2025 (CAD) | Three Months Ended March 31, 2024 (CAD) | | :------------------- | :----------------------------- | :----------------------------- | | Net Cash (Used in) Operating Activities | (78,294,898) | (57,050,633) | | Net Cash (Used in) Investing Activities | (783,169) | 319,643 | | Net Cash from Financing Activities | 75,763,595 | 59,312,083 | | Effect of Exchange Rate Changes | 387,209 | 104,287 | | Change in Cash and Cash Equivalents | (2,927,263) | 2,685,380 | | Cash and Cash Equivalents, End of Period | 19,996,609 | 9,412,862 | Condensed consolidated interim statements of changes in equity As of March 31, 2025, total equity significantly increased to CAD 79,710,664, driven by net profit, share-based payments, and the Neuronomics AG acquisition Equity Changes Summary | Equity Item | March 31, 2025 (CAD) | December 31, 2024 (CAD) | | :------------------- | :-------------------- | :-------------------- | | Share Capital | 210,755,850 | 201,478,504 | | Preferred Shares | 4,321,350 | 4,321,350 | | Share-based Payments Reserve | 37,987,761 | 35,867,473 | | Accumulated Other Comprehensive Income | 3,228,956 | 3,254,826 | | Non-controlling Interests | 2,131,081 | 0 | | Deficit | (178,714,334) | (221,770,726) | | Total Equity | 79,710,664 | 23,151,427 | | Net Profit and Comprehensive Loss for the Period | 43,030,522 | (19,310,808) | | Neuronomics Acquisition | 636,236 | - | | Option Exercise | 3,378,382 | - | Notes to the condensed consolidated interim financial statements Note 1: Nature of operations and going concern The company generates revenue from ETPs and DeFi investments, facing a CAD 135,008,814 working capital deficit as of March 31, 2025, with significant going concern uncertainty despite management's plans - The company generates revenue through the issuance of ETPs, investments in decentralized finance assets, provision of research reports, and node management[19] Working Capital and Profit Summary | Metric | March 31, 2025 (CAD) | December 31, 2024 (CAD) | | :------------------- | :-------------------- | :-------------------- | | Working Capital Deficit | 135,008,814 | 271,167,487 | | Cash | 19,996,609 | 22,923,872 | | Net Profit (Loss) | 43,030,522 | (19,310,808) | - Management believes its working capital will be sufficient to support activities for the next twelve months and anticipates raising additional funds when needed and feasible, though there is no assurance that funds will be available on acceptable terms or at all[20] - These matters constitute a material uncertainty that casts significant doubt about the company's ability to continue as a going concern[20] Note 2: Material accounting policy information This section details financial statement preparation, consolidation, functional currency, and key accounting judgments, highlighting the adoption of SAB 122 and retrospective derecognition of customer digital assets Statement of compliance - The condensed consolidated interim financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) applicable to interim financial statements[23] Basis of consolidation - Subsidiaries are fully consolidated from the date control is transferred to the company and deconsolidated from the date control ceases[23] - The consolidated financial statements include all assets, liabilities, income, expenses, and cash flows of the company and its subsidiaries, with inter-entity balances and transactions eliminated[23] - The company holds 100% ownership of Electrum Streaming Inc., DeFi Capital Inc., DeFi Holdings (Bermuda) Ltd., Reflexivity LLC, Valour Inc., DeFi Europe AG, DeFi Middle East DMCC, Stillman Digital Inc., and Stillman Digital Bermuda Ltd.; Neuronomics AG is 52.5% owned, and Valour Digital Securities Limited is 0% owned, but both are consolidated based on control[25] Basis of preparation and functional currency - The financial statements are prepared on a historical cost basis, except for certain financial instruments and investments measured at fair value; additionally, the statements use the accrual basis of accounting, except for cash flow information[26] - The functional currency for DeFi, DeFi Capital, and ESI is the Canadian Dollar; for DeFi Bermuda, Reflexivity LLC, Valour Inc., DeFi Europe AG, Stillman Digital Inc., Stillman Digital Bermuda Ltd., and Valour Digital Securities Limited, it is the US Dollar; for DeFi Middle East DMCC, it is the UAE Dirham; and for Neuronomics AG, it is the Swiss Franc[27] Change in accounting policy - The US Securities and Exchange Commission issued SAB 122, superseding SAB 121, effective January 30, 2025[32] - The company adopted SAB 122 during the three months ended March 31, 2025, resulting in the removal of customer digital assets and their corresponding custody obligation liabilities from the statement of financial position[33] - The company retrospectively derecognized customer digital assets and related liabilities totaling CAD 3,356,235 from the statement of financial position as of December 31, 2024[33] Significant accounting judgements, estimates and assumptions - Digital asset accounting: Except for USDC, other digital assets are classified under IAS 2 (as inventory) or IAS 38 (as intangible assets) and measured at fair value[35] - ETP holders payable accounting: Liabilities related to ETPs are measured at fair value, which is the unadjusted quoted price of the underlying digital assets of the ETPs less accumulated management fees[36] - Share-based payments: The company uses the Black-Scholes option pricing model to estimate the fair value of options for calculating share-based payment expenses[39] - Business combinations and goodwill: Judgment is required to determine if an acquisition is a business combination or an asset acquisition, and estimates such as market and appraisal values are used in allocating the purchase price[40] - Fair value of equity investments: Determining the fair value of FVTPL equity investments requires significant judgment, considering the discount for lack of marketability (DLOM) applied by fund managers[47] Note 3: Cash and cash equivalents As of March 31, 2025, total cash and cash equivalents decreased to CAD 19,996,609, while customer cash deposits increased to CAD 17,711,627 Cash and Cash Equivalents Breakdown | Category | March 31, 2025 (CAD) | December 31, 2024 (CAD) | | :------------------- | :-------------------- | :-------------------- | | Cash at Bank | 5,055,896 | 13,643,191 | | Cash at Broker | 14,903,903 | 9,240,610 | | Cash at Digital Currency Exchange | 36,810 | 40,070 | | Total Cash and Cash Equivalents | 19,996,609 | 22,923,872 | | Customer Cash Deposits | 17,711,627 | 15,346,080 | Note 4: Prepaid expenses and other assets As of March 31, 2025, total prepaid expenses and other assets slightly decreased to CAD 2,435,783, mainly due to reductions in prepaid insurance and other prepaid expenses Prepaid Expenses and Other Assets Breakdown | Category | March 31, 2025 (CAD) | December 31, 2024 (CAD) | | :----------- | :-------------------- | :-------------------- | | Prepaid Insurance | 26,913 | 59,687 | | Prepaid Expenses | 1,818,422 | 1,935,316 | | Other Assets | 590,448 | 590,448 | | Total | 2,435,783 | 2,585,451 | Note 5: Investments, at fair value through profit and loss As of March 31, 2025, the investment portfolio consisted of nine private investments with a total fair value of CAD 53,896,906, realizing a CAD 673,967 loss and CAD 3,809 unrealized gain - As of March 31, 2025, the company's investment portfolio, excluding publicly traded investments, primarily comprised nine private investments with an estimated total fair value of CAD 53,896,906[50] Investment Gains and Losses | Metric | Three Months Ended March 31, 2025 (CAD) | Three Months Ended March 31, 2024 (CAD) | | :------------------- | :----------------------------- | :----------------------------- | | Realized Investment Loss | (673,967) | 0 | | Unrealized Investment Gain (Loss) | 3,809 | (1,839,032) | Private Investments by Issuer | Private Issuer | Estimated Fair Value March 31, 2025 (CAD) | Estimated Fair Value December 31, 2024 (CAD) | | :--------------------- | :----------------------------- | :----------------------------- | | Amina Bank AG | 51,020,503 | 51,020,502 | | ZKP Corporation | 1,437,600 | 1,438,900 | | 3iQ Corp. | 431,940 | 432,331 | | Luxor Technology Corp. | 719,522 | 719,522 | | Global Benchmarks AB | 287,340 | - | | Neuronomics AG | - | 128,898 | | Total Private Investments | 53,896,906 | 53,740,153 | Note 6: Digital Assets, Digital Assets Loaned, and Digital Assets Staked As of March 31, 2025, total digital assets decreased to CAD 664,810,958, with loaned assets increasing and staked assets decreasing, all valued by major exchange mid-market prices Digital Assets Holdings - As of March 31, 2025, the total fair value of the company's digital assets was CAD 664,810,958, a decrease from CAD 799,796,591 on December 31, 2024[56] - Digital assets are measured at fair value, determined by mid-market prices from major digital asset exchanges such as Kraken, Bitfinex, Binance, Coinbase, and Bitstamp[56] Digital Assets by Category | Digital Asset Category | Fair Value March 31, 2025 (CAD) | Fair Value December 31, 2024 (CAD) | | :------------- | :----------------------------- | :----------------------------- | | Bitcoin (BTC) | 296,891,716 | 329,504,025 | | Ethereum (ETH) | 56,025,296 | 101,295,967 | | Cardano (ADA) | 65,904,078 | 87,114,485 | | Solana (SOL) | 25,989,320 | 12,452,742 | | Ripple (XRP) | 63,020,370 | 52,429,399 | | Tether (USDT) | 10,580,236 | 7,585,222 | | Total On-Chain Digital Assets | 664,810,958 | 799,796,591 | | Self-Custodied Digital Assets | 278,246,111 | 488,436,860 | Digital Assets Loaned - As of March 31, 2025, the total fair value of the company's loaned digital assets was CAD 87,416,813, with annual interest rates ranging from 3.00% to 12.00%[63][65] Loaned Digital Assets by Category | Loaned Digital Asset Category | Fair Value March 31, 2025 (CAD) | Fair Value December 31, 2024 (CAD) | | :------------------- | :----------------------------- | :----------------------------- | | Bitcoin (BTC) | 14,433,168 | 16,374,593 | | Ethereum (ETH) | 50,296,122 | 39,193,938 | | Solana (SOL) | 22,687,523 | 0 | | Total | 87,416,813 | 55,568,531 | - Loaned digital assets are primarily concentrated with Counterparty A (59%), Counterparty H (35%), and Counterparty F (6%)[65] - The company mitigates credit risk by collaborating with high-credit-quality financial institutions and conducting internal due diligence[66] Digital Assets Staked - As of March 31, 2025, the total fair value of the company's staked digital assets was CAD 276,463,925, with annual interest rates ranging from 1.35% to 14.58%[67][69] Staked Digital Assets by Category | Staked Digital Asset Category | Fair Value March 31, 2025 (CAD) | Fair Value December 31, 2024 (CAD) | | :------------------- | :----------------------------- | :----------------------------- | | Bitcoin (BTC) | 217,461,121 | 246,028,259 | | Cardano (ADA) | 55,355,880 | 72,480,183 | | Ethereum (ETH) | 84,741 | 156,776 | | Total | 276,463,925 | 345,381,533 | - Staked digital assets are 100% concentrated in self-custody in Switzerland[70] - The company's staked digital assets face market risk, liquidity risk, lock-up period risk, risk of loss or theft, and return duration risk[70] Note 7: Equity investments in digital assets at fair value through profit and loss ("FVTPL") As of March 31, 2025, digital asset equity investments decreased to CAD 226,175,101, primarily through private funds (Fund A and Fund B) acquiring Solana and Avalanche tokens Digital Asset Equity Investments by Fund | Fund | Total March 31, 2025 (CAD) | Total December 31, 2024 (CAD) | | :------------------- | :-------------------------- | :-------------------------- | | Fund A - Solana (SOL) | 44,950,754 | 94,627,001 | | Fund A - Avalanche (AVAX) | 19,463,840 | 36,039,512 | | Fund B - Solana (SOL) | 161,760,507 | 239,742,411 | | Total | 226,175,101 | 370,408,924 | - Fund A invests in Solana and Avalanche tokens, with Solana released monthly from January 2025 to 2028, and Avalanche released weekly from July 10, 2025, to July 1, 2027[72][73][74] - Fund B invests in Solana tokens, with approximately 25% of Solana released in March 2025, and the remaining 75% to be released linearly each month until January 2028[76][77] - These investments are initially recognized based on the latest net asset value determined by the investment manager, less applicable discount for lack of marketability (DLOM), and remeasured based on quarterly valuation reports[75][78] Note 8: Acquisitions The company acquired Reflexivity LLC, Stillman Digital Inc., and Neuronomics AG to expand research, trading platforms, and AI strategies, resulting in significant goodwill reflecting management experience and industry reputation Reflexivity - On February 6, 2024, the company acquired 100% of Reflexivity LLC's equity by issuing 5,000,000 common shares, aiming to gain its cryptocurrency industry research report subscriber base[80] Reflexivity Acquisition Summary | Acquisition Item | Amount (CAD) | | :------------- | :---------- | | Consideration Paid: Fair Value of Shares Issued | 3,100,000 | | Cash | 299,457 | | Customer Relationships | 350,490 | | Brand Name | 126,531 | | Technology | 158,163 | | Deferred Tax Liability | (168,286) | | Goodwill | 2,628,781 | | Total Net Assets | 3,100,000 | - Goodwill arising from the acquisition primarily includes the acquired company's workforce, management experience, and industry reputation, which is not tax-deductible[81] Stillman Digital - On October 7, 2024, the company acquired 100% of Stillman Digital Inc. and Stillman Digital Bermuda Ltd. (collectively 'Stillman Digital') by issuing 2,500,000 common shares, aiming to acquire its trading platform[82] Stillman Digital Acquisition Summary | Acquisition Item | Amount (CAD) | | :------------- | :---------- | | Consideration Paid: Fair Value of Shares Issued | 6,893,336 | | Cash | 14,095,519 | | Digital Assets | 4,456,366 | | Customer Relationships | 41,699 | | Accounts Payable | (18,364,875) | | Total Net Assets | 6,893,336 | - If the acquisition had occurred on January 1, 2024, the company would have consolidated CAD 9,849,248 in revenue and CAD 5,820,340 in net profit[85] Neuronomics AG - The company first invested in Neuronomics AG on January 10, 2025, increasing its stake from 10% to 52.5% on March 7, 2025, to enhance its capabilities in AI and model-driven quantitative trading strategies[86] Neuronomics AG Acquisition Summary | Acquisition Item | Amount (CAD) | | :------------- | :---------- | | Consideration Paid: Cash | 1,173,209 | | Consideration Paid: Fair Value of Shares Issued | 636,236 | | Consideration Paid: Fair Value of Previously Held Investment | 545,961 | | Total Consideration Paid | 2,355,406 | | Cash | 390,040 | | Goodwill | 4,178,283 | | Non-controlling Interests | (2,131,081) | | Total Net Assets | 2,355,406 | - If the acquisition had occurred on January 1, 2024, the company would have consolidated CAD 27,288 in revenue and CAD 164,611 in net loss[88] Note 9: Intangibles assets and goodwill As of March 31, 2025, net intangible assets were CAD 1,569,464 and goodwill was CAD 53,528,376, with CAD 535,352 in amortization expense, primarily from Reflexivity and Neuronomics acquisitions Intangible Assets Net Book Value | Intangible Asset Category | Net Book Value March 31, 2025 (CAD) | Net Book Value December 31, 2024 (CAD) | | :------------- | :----------------------------- | :----------------------------- | | Customer Relationships | 354,219 | 362,981 | | Technology | 121,114 | 131,802 | | Brand Name | 1,094,131 | 1,610,033 | | Total Intangible Assets | 1,569,464 | 2,104,816 | | Amortization Expense for the Period | 535,352 | 2,114,955 | | Impairment Loss for the Period | 0 | 4,962,021 | - On February 9, 2024, the company acquired Solana IP and recognized an impairment loss of CAD 4,962,021 due to its early R&D stage and significant uncertainties regarding future market demand, sales prices, and production costs[90] Goodwill by Source | Goodwill Source | March 31, 2025 (CAD) | December 31, 2024 (CAD) | | :------------- | :-------------------- | :-------------------- | | Beginning Balance | 49,340,808 | 46,712,027 | | Acquisition of Reflexivity LLC | 2,628,781 | 2,628,781 | | Acquisition of Neuronomics | 4,187,568 | 0 | | Ending Balance | 53,528,376 | 49,340,808 | Note 10: Accounts payable and accrued liabilities As of March 31, 2025, total accounts payable and accrued liabilities increased to CAD 5,949,247, primarily driven by the growth in company accounts payable Accounts Payable and Accrued Liabilities Breakdown | Category | March 31, 2025 (CAD) | December 31, 2024 (CAD) | | :----------- | :-------------------- | :-------------------- | | Company Accounts Payable | 5,889,247 | 4,863,977 | | Related Party Accounts Payable | 60,000 | 146,945 | | Total | 5,949,247 | 5,010,922 | Note 11: Loans payable As of March 31, 2025, total loans payable decreased to CAD 12,566,516, including a CAD 8,625,600 Genesis loan secured by 286 Bitcoins and a CAD 2,338,976 margin loan - As of March 31, 2025, the principal amount of the loan with Genesis was CAD 8,625,600 (USD 6,000,000), secured by 286 Bitcoins[93] - Genesis declared bankruptcy on January 20, 2023, and currently does not permit withdrawals or new loans[93] - The company obtained a CAD 2,338,976 (USD 1,627,001) margin loan from a crypto liquidity provider, secured by equity in the company's margin trading account, with annual interest rates typically fluctuating between 9% and 15%[94] Note 12: ETP holders payable As of March 31, 2025, ETP holders payable significantly decreased to CAD 921,440,301, with certificates trading on major exchanges and market risk 100% hedged by underlying digital assets ETP Holders Payable by Category | ETP Category | Fair Value March 31, 2025 (CAD) | Fair Value December 31, 2024 (CAD) | | :-------------------------- | :----------------------------- | :----------------------------- | | Valour Bitcoin Zero SEK | 265,682,548 | 292,973,088 | | Valour Solana SEK | 273,310,644 | 435,042,882 | | Valour Cardano SEK | 63,827,150 | 85,098,922 | | Valour Ripple SEK | 62,424,382 | 51,740,886 | | Valour SUI SEK | 44,001,657 | 65,980,127 | | Total ETP Holders Payable | 921,440,301 | 1,253,515,501 | - ETP certificates are unsecured and traded on the Spotlight Stock Market, London Stock Exchange, and Frankfurt Stock Exchange[96] - The company 100% hedges market risk by directly or indirectly holding the underlying digital assets, with hedging continuously performed and directly corresponding to certificate issuance to investors[96] Note 13: Realized and net change in unrealized gains and (losses) on digital assets For the three months ended March 31, 2025, digital assets saw CAD 39,111,070 in realized gains but CAD 268,506,435 in unrealized losses, leading to a net loss of CAD 229,395,365 Digital Assets Gains and Losses | Category | Three Months Ended March 31, 2025 (CAD) | Three Months Ended March 31, 2024 (CAD) | | :--------------------- | :----------------------------- | :----------------------------- | | Realized Gains (Losses) on Digital Assets | 39,111,070 | 69,689,781 | | Unrealized Gains (Losses) on Digital Assets | (268,506,435) | 247,433,275 | | Total | (229,395,365) | 317,123,056 | Note 14: Realized and net change in unrealized gains and (losses) on ETP payables For the three months ended March 31, 2025, ETP payables saw CAD 25,442,084 in realized losses but CAD 427,623,120 in unrealized gains, leading to a net gain of CAD 402,181,036 ETP Payables Gains and Losses | Category | Three Months Ended March 31, 2025 (CAD) | Three Months Ended March 31, 2024 (CAD) | | :------------------- | :----------------------------- | :----------------------------- | | Realized Gains (Losses) on ETPs | (25,442,084) | (99,760,190) | | Unrealized Gains (Losses) on ETPs | 427,623,120 | (228,493,695) | | Total | 402,181,036 | (328,253,885) | Note 15: Realized and net change in unrealized gains and (losses) on investments in equity instruments through FVTPL For the three months ended March 31, 2025, the company recorded CAD 130,398,882 in unrealized losses on FVTPL equity instrument investments FVTPL Equity Investments Gains and Losses | Category | Three Months Ended March 31, 2025 (CAD) | Three Months Ended March 31, 2024 (CAD) | | :------------------- | :----------------------------- | :----------------------------- | | Unrealized Gains (Losses) on Equity Investments | (130,398,882) | 0 | | Total | (130,398,882) | 0 | Note 16: Staking and lending income For the three months ended March 31, 2025, total staking and lending income significantly increased to CAD 14,039,548, primarily from FVTPL equity investments Staking and Lending Income Breakdown | Category | Three Months Ended March 31, 2025 (CAD) | Three Months Ended March 31, 2024 (CAD) | | :----------------------- | :----------------------------- | :----------------------------- | | Validator Nodes | 2,390,962 | 0 | | FVTPL Digital Asset Equity Investments | 8,998,584 | 0 | | All Other Counterparties | 2,650,002 | 5,808,001 | | Total | 14,039,548 | 5,808,001 | Note 17: Expenses by nature For the three months ended March 31, 2025, total expenses significantly increased to CAD 9,074,578, driven by notable growth in marketing and compensation consulting costs Expenses by Category | Expense Category | Three Months Ended March 31, 2025 (CAD) | Three Months Ended March 31, 2024 (CAD) | | :----------- | :----------------------------- | :----------------------------- | | Compensation and Consulting | 2,648,750 | 1,453,118 | | Marketing Expenses | 4,250,039 | 509,047 | | General and Administrative | 774,608 | 595,564 | | Accounting and Legal | 1,173,999 | 252,906 | | Total | 9,074,578 | 2,968,137 | Note 18: Share Capital As of March 31, 2025, issued common shares totaled 325,630,823 with CAD 210,755,850 in share capital, primarily increasing due to acquisitions and DSU/option exercises - As of March 31, 2025, the company is authorized to issue an unlimited number of no par value common shares and 20,000,000 preferred shares[103] Share Capital Movements | Share Capital Movement Item | Number of Common Shares | Amount (CAD) | | :----------------------------------- | :----------- | :---------- | | Balance December 31, 2024 | 321,257,689 | 201,478,504 | | Acquisition of Reflexivity LLC | 186,034 | 636,236 | | DSU Exercise | 1,439,505 | 1,793,177 | | Option Exercise | 2,747,595 | 6,847,933 | | Balance March 31, 2025 | 325,630,823 | 210,755,850 | - On June 11, 2024, the company initiated a Normal Course Issuer Bid (NCIB), allowing it to repurchase up to 10% of its public float of common shares in the open market[102] Note 19: Share-based payments reserves As of March 31, 2025, total share-based payments reserves increased to CAD 37,987,761, with new stock options and DSUs granted, and some exercised or cancelled during the period Stock options, DSUs and Warrants Summary Share-based Payments Reserve Summary | Category | Total Value March 31, 2025 (CAD) | Total Value December 31, 2024 (CAD) | | :------------------- | :----------------------------- | :----------------------------- | | Stock Options | 22,614,433 | 22,884,367 | | DSU | 14,234,546 | 11,844,324 | | Warrants | 1,138,782 | 1,138,782 | | Total | 37,987,761 | 35,867,473 | | Granted/Vested During Period | 7,432,619 | 17,774,173 | | Exercised During Period | (5,262,728) | (8,826,034) | Stock option plan - The company has an ownership-based compensation plan allowing the grant of stock options to executives, employees, and consultants, with the number of options not exceeding 10% of the company's issued and outstanding shares[106] - For the three months ended March 31, 2025, the company recorded CAD 3,199,617 in stock option-related share-based payments[113] - As of March 31, 2025, the weighted average remaining contractual term for vested options was 3.26 years[114] Warrants Warrants Details | Warrant Category | Quantity | Exercise Price (CAD) | Fair Value at Grant Date (CAD) | | :------------- | :--- | :-------------- | :-------------------- | | Warrants | 20,000,000 | 0.20 | 942,984 | | Warrants | 3,125,000 | 0.23 | 204,459 | | Warrant Issuance Costs | - | - | (8,662) | | Total | 23,125,000 | | 1,138,781 | Deferred Share Units Plan (DSUs) - The company adopted the DSU plan on August 15, 2021, with the number of units granted not exceeding 5% of the total issued and outstanding common shares at the time of grant[116] - For the three months ended March 31, 2025, the company recorded CAD 4,141,795 in DSU-related share-based payments[124] - On January 6, 2025, the company granted 100,000 DSUs to an executive, with a fair value of CAD 459,000, vesting equally over three years[116] - On January 28, 2025, the company granted 1,400,000 DSUs to an executive, with a fair value of CAD 6,328,000, vesting equally over three years[117] Note 20: Financial instruments This section outlines financial instrument classification, fair value, and various risks, including credit, regulatory, custody, liquidity, market, and digital currency, managed through diversified investments and due diligence Overview and Credit Risk - The company's financial instruments are exposed to market, liquidity, credit, and currency risks, with no significant changes in risks, objectives, policies, and procedures from the prior year[125] - Credit risk arises from counterparties failing to meet contractual financial obligations; the company's main counterparties have investment-grade ratings, and most cash is held with major financial institutions in Canada, the US, and Europe[126] Financial Instruments Summary | Financial Instrument Category | March 31, 2025 (CAD) | December 31, 2024 (CAD) | | :----------------------- | :-------------------- | :-------------------- | | Cash | 19,996,609 | 22,923,872 | | Customer Cash Deposits | 17,711,627 | 15,346,080 | | Digital Assets | 664,810,958 | 799,796,591 | | Equity Investments | 226,175,101 | 370,408,924 | | Private Investments | 53,896,906 | 53,740,154 | | Accounts Payable and Accrued Liabilities | (5,949,247) | (5,010,922) | | Loans Payable | (12,566,516) | (13,947,681) | | Trading Liabilities | (20,458,096) | (25,097,116) | | ETP Holders Payable | (921,440,301) | (1,253,515,501) | Regulatory Risks - The regulatory environment for cryptocurrencies is uncertain, and future regulatory actions could materially adversely affect the company's operational capabilities[127] - Governments may in the future restrict or prohibit the acquisition, use, or redemption of cryptocurrencies, or increase costs and regulatory requirements for cryptocurrency mining companies[127] Custodian Risks - The company uses multiple third-party custodians for digital assets, which may be unregulated and expose it to risks such as hacking, password loss, credential compromise, or cyberattacks[128] - Custodians may not compensate for digital asset losses, and digital assets may be moved to 'cold storage' or 'deep storage,' leading to retrieval delays[128] - Uncertainty exists regarding how US and non-US laws apply to cryptocurrency custody, potentially impacting the development and launch of the company's business lines[128] Liquidity risk - Liquidity risk is the risk that the company will be unable to meet its financial obligations as they fall due; if access to capital markets is restricted or investment values decline, the company's liquidity and operating results could be adversely affected[129] - As of March 31, 2025, the company had current assets of CAD 825,405,346 and current liabilities of CAD 1,040,124,824, resulting in a working capital deficit[129] - The company manages liquidity risk by maintaining adequate cash balances and liquid investments and digital assets, and continuously monitors cash flows[129] Liquidity Risk Analysis | Asset/Liability Category | Total March 31, 2025 (CAD) | Less than 1 Year (CAD) | 1-3 Years (CAD) | | :----------------------- | :-------------------------- | :------------- | :----------- | | Cash | 19,996,609 | 19,996,609 | 0 | | Digital Assets | 664,810,958 | 664,585,350 | 225,608 | | Equity Investments | 226,175,101 | 120,675,977 | 105,499,124 | | ETP Holders Payable | (921,440,301) | (921,440,301) | 0 | | Total Assets/(Liabilities) | 24,612,824 | (135,008,814) | 159,621,638 | Market risk - Market risk is the risk that the fair value or future cash flows of the company's financial instruments will fluctuate significantly due to changes in market prices[131] - Price and concentration risk: The company's investments are primarily concentrated in technology and resource sectors; as of March 31, 2025, the company had no investments exposed to market risk[132] - Interest rate risk: The company's cash is exposed to interest rate cash flow risk; based on the cash balance as of March 31, 2025, a 1% change in interest rates could result in an approximate CAD 200,000 change in net loss[133] - Currency risk: The company's operations are exposed to foreign exchange fluctuations, primarily involving USD, EUR, CHF, SEK, and GBP; the company does not engage in hedging activities and mitigates risk by maintaining minimal foreign currency cash balances[134] - As of March 31, 2025, a 10% increase (decrease) in the Canadian Dollar's value against all foreign currencies would result in an estimated increase (decrease) in net profit of approximately CAD 22,789,000[134] Digital currency risk factors: Perception, Evolution, Validation and Valuation - The value of digital currencies is a function of market participant perception, with prices fluctuating based on supply and demand pressures[135] - The most common method for determining digital currency value is through trading data from one or more cryptocurrency exchanges[137] Fair value of financial instruments - The fair value of the company's financial instruments is classified according to a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable market inputs), and Level 3 (unobservable market inputs)[138] Fair Value Hierarchy of Financial Instruments | Category | Total March 31, 2025 (CAD) | Level 1 (CAD) | Level 2 (CAD) | Level 3 (CAD) | | :----------------------- | :-------------------------- | :------------ | :------------ | :------------ | | Private Trading Investments | 53,896,906 | 0 | 0 | 53,896,906 | | Digital Assets | 664,810,958 | 0 | 664,810,958 | 0 | | Equity Investments | 226,175,101 | 0 | 0 | 226,175,101 | | Total | 944,882,965 | 0 | 664,810,958 | 280,072,007 | - Level 3 financial instruments are valued using unobservable market inputs, with key assumptions including recent financing values, company-specific information, market trends, and comparable public company performance[140] - As of March 31, 2025, the discount for lack of marketability (DLOM) for equity investments was 24%[143] Note 21: Digital asset risk This section details digital asset risks, including technical design vulnerabilities, digital wallet security, and political, regulatory, and technological changes in the digital currency market Risks due to the technical design of cryptocurrencies - Many digital currencies have open-source code, which may contain undiscovered and unpatched vulnerabilities, compromising network integrity and security[154] - If miners cease registering completed transactions in blocks, confidence in the protocol and network will decrease, thereby reducing the value of digital currencies[154] - Most digital asset protocols are public open-source software, potentially making them particularly vulnerable to hacking and causing harm to the digital currency market[155] Ownership, Wallets - Cryptocurrency wallets store information necessary for transacting cryptocurrencies, including public and private keys[156] - Wallet types include hardware wallets, paper wallets, desktop wallets, mobile wallets, and web wallets[159][160] Political, regulatory risk and technology in the market of digital currencies - The legal status of digital currencies varies by country, and a lack of regulatory consensus creates legal uncertainty, potentially negatively impacting the market[156] - The perception that digital assets are used for criminal or other illicit purposes may affect their development and regulation[157] - Technological changes may lead to new security threats, challenging the company's ability to adapt to evolving security needs, potentially resulting in theft, loss, or destruction of digital assets[158] Note 22: Capital management The company manages capital (share capital, share-based payments reserves, and deficits) to respond to market changes, achieve growth, and maintain conservative financial leverage, adhering to NEO Exchange listing requirements but not external capital mandates - The company's capital management objectives include: responding to economic and market changes through new investments; achieving sustained growth by increasing shareholders' equity; and adopting a conservative approach to financial leverage and financial risk management[161][163] - The company raises capital through equity financing and proceeds from investment disposals[163] - The company is not subject to capital requirements by lenders or regulators but must meet NEO Exchange listing requirements, such as shareholders' equity of at least CAD 2.5 million or a market capitalization of at least CAD 25 million[161] Note 23: Related party disclosures This section discloses subsidiaries, ownership, key management personnel compensation totaling CAD 1,085,932 as of March 31, 2025, and related party investment transactions Subsidiaries and Ownership Subsidiary Ownership | Subsidiary Name | Equity Percentage (%) | | :-------------------------- | :----------- | | DeFi Capital Inc. | 100 | | DeFi Holdings (Bermuda) Ltd. | 100 | | Electrum Streaming Inc. | 100 | | Reflexivity LLC | 100 | | Valour Inc. | 100 | | DeFi Europe AG | 100 | | Stillman Digital Inc. | 100 | | Stillman Bermuda Ltd. | 100 | | Neuronomics AG | 52.5 | | Valour Digital Securities Limited | 0 | Compensation of key management personnel Key Management Personnel Compensation | Compensation Category | Three Months Ended March 31, 2025 (CAD) | Three Months Ended March 31, 2024 (CAD) | | :----------- | :----------------------------- | :----------------------------- | | Short-term Benefits | 704,732 | 330,006 | | Share-based Payments | 381,200 | 1,231,737 | | Total | 1,085,932 | 1,561,743 | - As of March 31, 2025, the company owed CAD 3,379 to current key management personnel and CAD 491,280 to former key management personnel[164] Investments with related party relationships Related Party Investments | Investment Item | Related Party Relationship | Estimated Fair Value March 31, 2025 (CAD) | | :------------- | :--------- | :----------------------------- | | ZKP Corporation | Investee Director (Olivier Roussy Newton) | 1,437,600 | | Total Investment | | 1,437,600 | - The company's directors and officers may hold investments or serve in management/director positions in certain investments held by the company[165] Note 24: Commitments and contingencies The company has management contracts with minimum commitments of CAD 959,000 due within one year, and ongoing legal proceedings are not expected to materially impact financial results - The company has management contracts requiring additional payments of up to approximately CAD 2,374,000 upon specific events such as a change of control[167] - The minimum commitments under these contracts are approximately CAD 959,000, all due within one year[167] - The company is involved in various claims and legal proceedings from time to time, but adverse outcomes are not expected to materially impact its financial position or future operating results[168] Note 25: Operating segments The company operates multiple segments including ETPs, venture, trading, research, and platforms; as of March 31, 2025, Valour Inc. contributed most assets and revenue, with DeFi Alpha showing significant digital asset gains - The company's operating segments include: Valour (ETP business, hedging, lending, staking), DeFi Bermuda (venture portfolio and node operations), DeFi Alpha (crypto ecosystem arbitrage trading), Reflexivity (research), and Stillman Digital (trading platform)[169] Total Assets by Segment | Segment | Total Assets March 31, 2025 (CAD) | Total Assets December 31, 2024 (CAD) | | :---------------- | :-------------------------- | :-------------------------- | | DeFi | 54,438,012 | 57,088,297 | | Reflexivity | 370,044 | 549,292 | | DeFi Bermuda | 65,079 | 0 | | Stillman Digital | 21,314,851 | 25,927,217 | | Neuronomics | 0 | 0 | | Valour Inc. | 959,580,178 | 1,233,485,105 | | Total Assets | 1,040,124,827 | 1,320,722,647 | Total Revenue and Profit by Segment | Segment | Total Revenue March 31, 2025 (CAD) | Total Revenue March 31, 2024 (CAD) | | :---------------- | :-------------------------- | :-------------------------- | | DeFi | (912,940) | 5,092,515 | | Reflexivity | 262,230 | 2,037,013 | | DeFi Bermuda | 439,292 | (35,011) | | Stillman Digital | 3,077,756 | 2,836,010 | | Neuronomics | 27,288 | 0 | | Valour Inc. | 60,343,523 | (86,887,791) | | Total Revenue | 62,658,562 | (55,214,292) | | Valour Inc. Net Profit (Loss) | 55,553,251 | (14,781,287) | | DeFi Alpha Digital Asset Gains (Losses) | 1214,974,031 | 345,243,593 | Note 26: Earning per share For the three months ended March 31, 2025, basic earnings per share were CAD 0.13 and diluted earnings per share were CAD 0.12, a significant improvement, with dilution from warrants, options, and DSUs Earnings Per Share Calculation | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :----------------------- | :-------------------- | :-------------------- | | Net Profit (Loss) After Tax | 43,056,392 | (18,041,756) | | Basic Weighted Average Number of Common Shares | 323,886,775 | 284,134,127 | | Dilutive Warrants Weighted Average Effect | 21,951,605 | 0 | | Dilutive Options Weighted Average Effect | 17,159,782 | 0 | | Dilutive DSU Weighted Average Effect | 3,975,588 | 0 | | Diluted Weighted Average Number of Common Shares | 366,973,751 | 284,134,127 | | Basic Earnings Per Share | 0.13 | (0.06) | | Diluted Earnings Per Share | 0.12 | (0.06) | - If all warrants, options, and DSUs were exercised, the maximum dilutive effect would be 43,086,976 shares[173]