Financial Analysis

ACQUISITION On March 24, 2026 (the Acquisition Date), the Company acquired 100% of the issued and outstanding equity interests of Pier Two pursuant to a Share Purchase Agreement. Immediately prior to closing, all outstanding options to purchase Pier Two ordinary shares were accelerated and exercised. The estimated total consideration transferred was $27.8 million and consisted of (i) cash consideration of $6.0 million, subject to post-closing adjustment, (ii) 501,545 shares of the Company's common stock with an Acquisition Date fair value of $10.5 million, subject to a six-month lock-up with monthly releases thereafter, (iii) deferred consideration with an estimated fair value of $9.5 million, payable in twelve equal quarterly installments over 36 months, with 75% payable in cash and 25% payable in shares of the Companys common stock, and (iv) contingent earnout consideration with an estimated fair value of $1.8 million, payable in shares of the Companys common stock upon achievement of specified annual recurring revenue targets during the twelve months following the Acquisition Date. The fair value of the common stock consideration was determined based on the quoted market price of the Company's common stock on the Acquisition Sate. The undiscounted amount payable under the contingent earnout arrangement ranges from $0 to $11.8 million. The acquisition is accounted for as a business combination in accordance with ASC 805, Business Combinations. The Company has preliminarily …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

COMMITMENTS AND CONTINGENCIES Commitments During the fiscal year ended August 31, 2025, the Company entered into a Consulting Agreement with Eth Tower, a third-party service provider, to provide consulting, asset management, custody, and staking services. The Consulting Agreement has a term of ten years and may be renewed. Under the terms of the Consulting Agreement, the Company is obligated to pay the third-party service provider a consulting fee calculated as follows: 1.00% per annum on digital assets managed up to $1,000,000; 0.50% per annum on digital assets managed from $1,000,000 to $5,000,000; and 0.25% per annum on digital assets managed above $5,000,000. The fee is earned daily and paid monthly, which may be settled in cash or digital assets. The aggregate fees to be incurred by the Company are expected to be in the range of $40,000 to $50,000 annually. The Consulting Agreement is non-cancelable except under limited circumstances. If the Company terminates the Consulting Agreement without cause, Eth Tower is entitled to 85% of all fees that would have accrued through the end of the term as liquidated damages. During the three and nine months ended May 31, 2026, the Company recorded $12,759 and $37,468, respectively, in expenses related to the consulting agreement with the third-party service provider. In connection with the acquisition of Pier Two, the Company entered into a Management Services Agreement with Eth Tower pursuant to which Eth Tower provides management …

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GOODWILL AND INTANGIBLE ASSETS The following table presents the changes in goodwill during the nine months ended May 31, 2026. Total Net balance at September 1, 2025 $ Acquisition during the period 14,720 Foreign currency exchange rate effect 286 Net balance at May 31, 2026 $ 15,006 No impairment of goodwill was recorded during the nine months ended May 31, 2026 and 2025. Intangible assets, net as of May 31, 2026 and August 31, 2025 consist of the following: Asset Estimated useful life (Years) May 31, 2026 August 31, 2025 Technology 6 $ 4,675 $ Relationships 10 6,225 Trade name 1 300 Foreign currency translation adjustment 229 Gross carrying amount of intangible assets 11,429 Accumulated amortization (319) Intangible assets, net $ 11,110 $ The estimated future amortization expense for each of the next five years for all identifiable intangible assets is as follows: May 31, 2026 2026 $ 438 2027 1,602 2028 1,430 2029 1,430 2030 1,430 Thereafter 4,780 $ 11,110 Amortization expense was $319 for the three and nine months ended May 31, 2026. …

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"INCOME TAXES The Company accounts for income taxes in interim periods using the estimated annual effective tax rate method. Under this method, the Company estimates its annual effective tax rate for the full fiscal year and applies that rate to its year-to-date pre-tax income or loss and adjusts the provision for (or benefit from) income taxes for discrete items recorded in the period. The Company's effective tax rate (""ETR"") for the nine months ended May 31, 2026 and 2025 was (1)% and 0%, respectively. The ETR of (1)% for the nine months ended May 31, 2026 was lower than the US statutory rate of 21%, primarily due to the application of a valuation allowance against the Companys deferred tax assets. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Management determined that there is not sufficient positive evidence to conclude that it is more likely than not that the Company's net deferred tax asset will be fully realized. Therefore, the Company recognized a full valuation allowance as a discrete item for the first three months ended November 30, 2025. The Company recognized an additional full valuation allowance as a discrete item for the subsequent three months ended February 28, 2026. The Company will continue to regularly assess the realizability of deferred tax assets."

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"LEASES The Company commenced leasing an office in Norwalk, Connecticut, effective as of February 18, 2026, which serves as its corporate headquarters. Office space represents the Companys only material class of underlying assets under operating leases, and the Company has no finance leases. The Company recorded operating lease costs within ""Cost of sales"" for the three and nine months ended May 31, 2026 of $40 and $46, respectively . The Companys operating right-of-use assets and lease liabilities are as follows: May 31, 2026 August 31, 2025 Operating lease right-of-use assets $ 1,323 $ Accumulated amortization on operating right-of-use assets (29) Operating lease right-of-use assets, net $ 1,294 $ May 31, 2026 August 31, 2025 Operating lease liabilities, current portion $ 104 $ Operating lease liabilities, non-current portion 1,216 Total operating lease liabilities $ 1,320 $ The current portion of the Companys operating lease liabilities are recorded within Other current liabilities on the condensed consolidated balance sheet. The weighted average lease term and discount rate as of May 31, 2026 and August 31, 2025 are as follows: May 31, 2026 August 31, 2025 Weighted-average remaining lease term: Operating leases 9.92 years 0 Weighted-average discount rate: Operating leases 4.35 % % The following table presents other lease details for the nine months ended May 31, 2026 and 2025: May 31, 2026 May 31, 2025 Cash paid for amounts included in the measurement of lease liabiliti …

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Recent Accounting Pronouncements The Company has not adopted any new accounting pronouncements since the audited consolidated financial statements for the year ended August 31, 2025. See the 2025 Annual Report for information pertaining to the effects of recently adopted and other recent accounting pronouncements. New Accounting Standards and Accounting Standards Not Yet Adopted In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. generally accepted accounting principles. Per the FASB, the amendment is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improves navigability of the existing interim reporting requirements. The update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. We are assessing the effect of this update on our Interim Statements and related disclosures. In January 2025, the FASB issued ASU No. 2025-01, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40). ASU No. 2025-01 amends the effective date of ASU No. 2024-03 to clarify the initial effecti …

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SEGMENT REPORTING In accordance with ASC 280-10, Segment Reporting, management has determined that the Company operates as one reportable segment. This conclusion reflects the manner in which the Chief Executive Officer, who serves as the Companys Chief Operating Decision Maker (CODM), reviews financial performance and allocates resources, particularly focusing on Operating Income in their assessment of performance. The CODM regularly reviews condensed financial results in their entirety rather than discrete financial information by line of business, geography, or asset type. Accordingly, management concluded that the Companys operations represent a single reportable segment. Given that the Company has identified one reportable segment, the segment results correspond directly to the Interim Statements. The CODM reviews segment performance primarily based on consolidated operating income and does not regularly receive or review disaggregated expense information for purposes of assessing performance or allocating resources. Accordingly, no additional segment expense disclosures are required. …

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"SUMMARY OF SIGNIFICANT POLICIES Basis of Presentation These interim unaudited condensed consolidated financial statements (the Interim Statements) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and the rules and regulations of the Securities and Exchange Commission (the SEC) and do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as certain information has been condensed or omitted. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, these Interim Statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These Interim Statements should be read in conjunction with the audited consolidated financial statements and notes contained in the Companys Annual Report on Form 10-K for the period ended August 31, 2025, as filed with the SEC (2025 Annual Report). For purposes of clarity and ease of presentation, all dollar amounts in these financial statements have been rounded and are presented in thousands, except for share, per share data, and places noted otherwise. The totals presented may differ by a small amount due to rounding. These differences are considered immaterial and do not affect the overall financial positio …

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STOCKHOLDERS EQUITY Common Stock On January 15, 2026, the Companys stockholders approved an amendment to increase the total number of shares of common stock the Company is authorized to issue from 500,000,000 shares to 50,000,000,000 shares. On July 9, 2025, the Company entered into a Controlled Equity Offering Sales Agreement with each of Cantor Fitzgerald & Co. and ThinkEquity LLC, pursuant to which the Company, from time to time, at its option may offer and sell shares of its common stock (the ATM Offering). For further information regarding the ATM Offering, refer to Note 9. Stockholders Equity of the 2025 Annual Report. During the nine months ended May 31, 2026, the Company sold 340,748,312 shares of common stock pursuant to the ATM Offering and received cash proceeds of $11,869,401 net of the issuance cost of $469. During the nine months ended May 31, 2026, the Company paid cash dividends totaling $4,258 ($0.01 per share) to holders of common stock. No dividends were paid in the three months ended May 31, 2026. These dividends were recorded as a reduction to accumulated deficit. Liability Classified Warrants On September 22, 2025, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it issued (i) 5,217,715 shares of common stock at a price of $70 per share and (ii) warrants to purchase up to 10,435,430 shares of common stock at an exercise price of $87.50 per share. The warrants are immediately exercisable and ex …

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"SUBSEQUENT EVENTS On June 4, 2026, the Company entered into an underwriting agreement with Moelis & Company, LLC and Cantor Fitzgerald & Co. in connection with an underwritten offering of 3,500,000 shares of the Companys 9.50% Series A Perpetual Preferred Stock (the ""Series A Preferred Stock""), par value $0.0001 per share, at a public offering price of $80.00 per share. Net proceeds from the offering were $273.8 million after deducting underwriting discounts and offering expenses. The Series A Preferred Stock is listed on the New York Stock Exchange under the symbol BMNP"". The Company declared cash dividends on Series A Preferred Stock of $0.32 per share and $0.11 per share on June 12, 2026 and June 30, 2026, respectively. The dividends were paid on June 22, 2026 and July 10, 2026, respectively."

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