.2
CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2025 and 2024
(expressed in U.S. dollars)
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of DeFi Technologies Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of DeFi Technologies Inc. and its subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), consolidated statements of changes in equity and consolidated statements of cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board.
Material Uncertainty Related to Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a net working capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| 1. | Digital Assets, Digital Assets Loaned and Digital Assets Staked, and Related Realized and Net Change in Unrealized Gains and (Losses) on Digital Assets and Staking and Lending Income |
Description of the critical audit matter:
The Company held material digital assets, digital assets loaned, and digital assets staked as of December 31, 2025. These balances were measured at fair value and involved self-custody arrangements, validator and staking arrangements, and assets held with counterparties and lending counterparties. These balances and arrangements also gave rise to related amounts recognized in realized and net change in unrealized gains and (losses) on digital assets and staking and lending income. See Note 6 to the consolidated financial statements for further details.
Why the matter is a critical audit matter:
We identified this matter as a critical audit matter because of the magnitude of the balances and the especially challenging auditor judgment involved in evaluating the Company’s valuation, existence, rights and ownership of the assets, including revenue recognition under lending and staking arrangements, and the completeness and accuracy of the related realized and net change in unrealized gains and (losses). A portion of the digital assets and digital assets staked were held in self-custody validator addresses, which increased the risk related to rights and ownership due to the anonymous nature of blockchain addresses and the need to demonstrate control over the related private keys. In addition, significant judgment was required in evaluating assets held with counterparties and lending counterparties, including confirmations, contractual rights, and valuation.
How our audit addressed the critical audit matter:
Our audit procedures related to digital assets, digital assets loaned, and digital assets staked and related realized and net change in unrealized gains and (losses) on digital assets and staking and lending income included, among others:
| ● | Performing walkthroughs to understand the process, obtaining an understanding of relevant custody, lending, and staking arrangements and evaluating service organization reports and related client user entity controls where relevant; |
| ● | involving subject matter specialists in planning and reviewing certain procedures; |
| ● | obtaining confirmations from custodians and counterparties and reconciling confirmed balances to the Company’s records; |
| ● | physically observing the transfers of self-custodied digital assets to a qualified custodian during and after year-end, including selected assets that remained staked at year-end due to lock-up restrictions, to assess rights and ownership; |
| ● | corroborating selected balances and transactions to public blockchain records and evaluating the reliability of blockchain evidence; |
| ● | testing roll-forwards and selected transactions for digital assets, digital assets loaned, and digital assets staked, including evaluating relevant agreements and rights; and |
| ● | testing selected staking and lending rewards recognized in staking and lending income by agreeing amounts to external evidence; |
| ● | reperforming and assessing the reasonableness of management’s calculation of realized and net change in unrealized gains and (losses) on digital assets; |
| ● | testing valuation using the Company’s reference pricing and other independent sources, and evaluating the related disclosures. |
| 2. | Equity Investments in Digital Assets at Fair Value Through Profit or Loss (FVTPL) and Related Realized and Net Change in Unrealized Gains and (Losses) on Investments in Equity Investments through FVTPL |
Description of the critical audit matter:
The Company held material equity investments in digital asset funds measured at fair value through profit or loss as of December 31, 2025. Activity affecting the carrying amount of these investments, and the related realized and net change in unrealized gains and (losses) on investments in equity instruments through FVTPL, included purchases, distributions, staking-related activity within the underlying funds, and period-end fair value remeasurement. See Note 7 to the consolidated financial statements for further details.
Why the matter is a critical audit matter:
We identified this matter as a critical audit matter because auditing the fair value of these investments required especially challenging, subjective, and complex auditor judgment. The fair value measurement involved significant unobservable inputs and assumptions, including discounts for lack of marketability, unlock schedules, liquidity and transfer restrictions, and measurement-date pricing.
How our audit addressed the critical audit matter:
Our audit procedures related to equity investments in digital assets at FVTPL and related realized and net change in unrealized gains and (losses) on investments in equity investments through FVTPL included, among others:
| ● | Performing walkthroughs to understand process and obtaining an understanding of the funds and related agreements; |
| ● | obtaining year-end statements and confirmations from fund managers and administrators and reconciling them to the Company’s records; |
| ● | evaluating the completeness and accuracy of unlock and vesting schedules, and agreeing significant restrictions and key terms to legal agreements and fund documentation; |
| ● | testing all purchases, distributions, staking income, and the roll-forward of the investments during the year; |
| ● | reperforming and assessing the reasonableness of management’s calculation of realized and net change in unrealized gains and (losses) on equity investments at FVTPL; |
| ● | involving valuation specialists to evaluate the reasonableness of significant assumptions, including but not limited to discounts for lack of marketability, unlock schedules, restrictions, and measurement-date pricing; and |
| ● | assessing the reasonableness of valuation methodology and related disclosures in the consolidated financial statements. |
| /s/ Harpreet Dhawan | |
We have served as the Company’s auditor since 2023.
April 2, 2026
DeFi Technologies Inc.
Table of Contents
| Consolidated statements of financial position | 1 | |
| Consolidated statements of operations and comprehensive income loss | 2 | |
| Consolidated statements of cash flows | 3 | |
| Consolidated statements of changes in equity | 4 | |
| Notes to the consolidated financial statements | 5-68 |
i
DeFi Technologies Inc.
Consolidated Statements of Financial Position
(Expressed in U.S. dollars)
| Note | December 31, 2025 | December 31, 2024 | January 1, 2024 | |||||||||||||
| $ | $ | $ | ||||||||||||||
| (See Note 2 (e)) | (See Note 2 (e)) | |||||||||||||||
| Assets | ||||||||||||||||
| Current | ||||||||||||||||
| Cash and cash equivalents | 3,23 | |||||||||||||||
| Client cash deposits | 3 | |||||||||||||||
| Prepaid expenses and other assets | 4 | |||||||||||||||
| Public investments, at fair value through profit and loss | 5,23,26 | |||||||||||||||
| Investment in associate | 10 | |||||||||||||||
| Digital assets | 6 | |||||||||||||||
| Digital assets loaned | 6 | |||||||||||||||
| Digital assets staked | 6,7 | |||||||||||||||
| Equity investments in digital assets funds, at FVTPL | 6,7 | |||||||||||||||
| Total current assets | ||||||||||||||||
| Private investments, at fair value through profit and loss | 5,23,26 | |||||||||||||||
| Digital assets | 6 | |||||||||||||||
| Digital assets loaned | 6 | |||||||||||||||
| Equity investments in digital assets funds, at FVTPL | 6,7 | |||||||||||||||
| Equipment | ||||||||||||||||
| Right-of-use asset | 15 | |||||||||||||||
| Intangible assets | 9 | |||||||||||||||
| Goodwill | 9 | |||||||||||||||
| Total assets | ||||||||||||||||
| Liabilities and shareholders’ equity | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Accounts payable and accrued liabilities | 11,26,27 | |||||||||||||||
| Loans payable | 12,23 | |||||||||||||||
| Trading liabilities | 8 | |||||||||||||||
| ETP holders payable | 13 | |||||||||||||||
| Warrant liability | 14 | |||||||||||||||
| Lease liability - current portion | 15 | |||||||||||||||
| Total current liabilities | ||||||||||||||||
| Lease liability | 15 | |||||||||||||||
| Total non-current liabilities | ||||||||||||||||
| Total liabilities | ||||||||||||||||
| Share capital | 21 | |||||||||||||||
| Preferred shares | 21 | |||||||||||||||
| Share-based payments reserves | 22 | |||||||||||||||
| Accumulated other comprehensive income | ( | ) | ( | ) | ( | ) | ||||||||||
| Non-controlling interest | 8 | ( | ) | |||||||||||||
| Deficit | ( | ) | ( | ) | ( | ) | ||||||||||
| Total equity | ||||||||||||||||
| Total liabilities and equity | ||||||||||||||||
| Nature of operations and going concern | 1 | |||||||||||||||
| Commitments and contingencies | 27 | |||||||||||||||
| Approved on behalf of the Board of Directors: | ||
| “Johan Wattenstrom” | “Per von Rosen” | |
| Director | Director |
See accompanying notes to these consolidated financial statements
1
DeFi Technologies Inc.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Expressed in U.S. dollars)
| Year ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| $ | $ | ||||||||||
| (See Note 2 (e)) | |||||||||||
| Revenues | |||||||||||
| Staking and lending income | 19 | ||||||||||
| Management fees | |||||||||||
| Trading commissions | |||||||||||
| Research revenue | |||||||||||
| Advisory revenue | |||||||||||
| Revenues excluding realized and net change in unrealized gains (losses) | |||||||||||
| Realized and net change in unrealized (loss) gain on digital assets | 16 | ( | ) | ||||||||
| Realized and net change in unrealized (loss) gain on equity investments at FVTPL | 17 | ( | ) | ||||||||
| Realized and net change in unrealized gain (loss) on ETP payables | 18 | ( | ) | ||||||||
| Revenues from realized and net change in unrealized gains (losses) | |||||||||||
| Total revenues | |||||||||||
| Operating expenses | |||||||||||
| Operating, general and administration | 20 | ||||||||||
| Share based payments | 22 | ||||||||||
| Depreciation - equipment | |||||||||||
| Amortization - right-of-use assets | 15 | ||||||||||
| Amortization - intangibles | 9 | ||||||||||
| Fees and commissions | |||||||||||
| Foreign exchange (gain) loss | ( | ) | ( | ) | |||||||
| Total operating expenses | |||||||||||
| Operating income (loss) | ( | ) | |||||||||
| Realized (loss) gain on investments | 5 | ( | ) | ||||||||
| Unrealized (loss) gain on investments | 5 | ( | ) | ||||||||
| Interest income | |||||||||||
| Interest recovery (expense) | ( | ) | |||||||||
| Financing expense | 21 | ( | ) | ||||||||
| Gain on deconsolidation | |||||||||||
| Loss on investment in associate | 10 | ( | ) | ||||||||
| Change in fair value of warrant liability | 14 | ||||||||||
| Bad debt expense | ( | ) | ( | ) | |||||||
| Impairment loss | 9 | ( | ) | ( | ) | ||||||
| Total other (expenses) income | |||||||||||
| Net income (loss) for the year before taxes | ( | ) | |||||||||
| Current income taxes | 30 | ||||||||||
| Net income (loss) for the year after taxes | ( | ) | |||||||||
| Other comprehensive income Cumulative translation adjustment | |||||||||||
| Net income (loss) and comprehensive income (loss) for the year | ( | ) | |||||||||
| Net income (loss) attributed to: | |||||||||||
| Owners of the parent | ( | ) | |||||||||
| Non-controlling interests | |||||||||||
| ( | ) | ||||||||||
| Net income (loss) and comprehensive income (loss) attributed to: | |||||||||||
| Owners of the parent | ( | ) | |||||||||
| Non-controlling interests | ( | ) | |||||||||
| ( | ) | ||||||||||
| Income (loss) per share | |||||||||||
| Basic | ( | ) | |||||||||
| Diluted | ( | ) | |||||||||
| Weighted average number of shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See accompanying notes to these consolidated financial statements
2
DeFi Technologies Inc.
Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
| Year ended December 31, | ||||||||||||
| Note | 2025 | 2024 | ||||||||||
| $ | $ | |||||||||||
| (See Note 2 (e)) | ||||||||||||
| Cash (used in) provided by operations: | ||||||||||||
| Net income (loss) for the year after taxes | $ | $ | ( | ) | ||||||||
| Adjustments to reconcile net (loss) income to cash (used in) operating activities: | ||||||||||||
| Share-based payments | 22 | |||||||||||
| Impairment loss | 9 | |||||||||||
| Interest expense | ||||||||||||
| Depreciation - equipment | ||||||||||||
| Amortization - right-of-use asset | 9 | |||||||||||
| Amortization - Intangible asset | 9 | |||||||||||
| Realized loss on investments, net | 23 | ( | ) | |||||||||
| Unrealized gain on investments, net | 23 | ( | ) | |||||||||
| Realized and net change in unrealized (loss) gain on digital assets | 16 | ( | ) | |||||||||
| Realized and net change in unrealized gain (loss) on ETP payables | 17 | ( | ) | |||||||||
| Realized and net change in unrealized (loss) gain on equity investments at FVTPL | 18 | ( | ) | |||||||||
| Staking and lending income | 19 | ( | ) | ( | ) | |||||||
| Management fee revenue | ( | ) | ( | ) | ||||||||
| Non-cash trading fees | ||||||||||||
| Share issuance costs expensed | 21 | |||||||||||
| Change in fair value of warrant liability | 14 | ( | ) | |||||||||
| Lease interest expense | ||||||||||||
| Gain on deconsolidation | ( | ) | ||||||||||
| Loss on investment in associate | ||||||||||||
| Unrealized loss on foreign exchange | ( | ) | ||||||||||
| ( | ) | ( | ) | |||||||||
| Adjustment for: | ||||||||||||
| Purchase of digital assets | 23 | ( | ) | ( | ) | |||||||
| Disposal of digital assets | 23 | |||||||||||
| Purchase of equity investments | 6,7 | ( | ) | |||||||||
| Disposal of equity investments | 6,7 | |||||||||||
| Purchase of investments | 23 | ( | ) | ( | ) | |||||||
| Disposal of investments | ||||||||||||
| Treasury shares | ( | ) | ||||||||||
| Change in client cash deposit | ||||||||||||
| Change in prepaid expenses and deposits | ( | ) | ( | ) | ||||||||
| Change in accounts payable and accrued liabilities | ( | ) | ||||||||||
| Change in trading liabilities | ||||||||||||
| Change in deferred revenue | ( | ) | ||||||||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||||||
| Investing activities | ||||||||||||
| Net cash (paid for) received from acquisition of subsidiaries | 8 | ( | ) | |||||||||
| Equipment purchases | ( | ) | ||||||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||||||
| Financing activities | ||||||||||||
| Proceeds from ETP holders | ||||||||||||
| Payments to ETP holders | ( | ) | ( | ) | ||||||||
| Loan proceeds | ||||||||||||
| Loan repaid | ( | ) | ( | ) | ||||||||
| Proceeds from investments | ||||||||||||
| Proceeds from option exercises | 22 | |||||||||||
| Proceeds from exercise of warrants | 22 | |||||||||||
| NCIB | ( | ) | ( | ) | ||||||||
| Proceeds from private placement | 21 | |||||||||||
| Share issuance costs | 21 | ( | ) | |||||||||
| Lease payments | 15 | ( | ) | |||||||||
| Net cash provided by financing activities | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||||||
| Change in cash and cash equivalents | ||||||||||||
| Cash, beginning of year | ||||||||||||
| Cash and cash equivalents, end of year | $ | $ | ||||||||||
See accompanying notes to these consolidated financial statements
3
DeFi Technologies Inc.
Consolidated Statements of Changes in Equity
(Expressed in U.S. dollars)
| Share-based payments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number
of Common Shares | Common Shares | Number
of Preferred Shares | Preferred Shares | Options | Deferred
Shares Unit (DSU) | Restricted
Shares Unit (RSU) | Treasury shares | Warrants | Share-based Payments Reserve | Accumulated
other comprehensive income | Non-controlling
interest | Deficit | Total | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||
| Acquisition of Neuronomics | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deconsolidation of Neuronomics | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| DSUs cancelled | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| DSU exercised | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU conversion | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options exercised | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options expired | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrant exercised | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share purchase agreement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NCIB | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| RSU forfeited | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payments | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Private placement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share issuance costs | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares acquired | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change to functional currency | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss and comprehensive loss | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 (See Note 2(e)) | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Acquisition of Reflexivity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of Solana CP | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of Stillman Digital | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options exercised | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| DSUs exercised | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option expiry | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants expired | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| DSUs surrendered | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| NCIB | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based payments | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares acquired | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares paid out | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Cumulative translation adjustment | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss and comprehensive loss | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to these consolidated financial statements
4
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 1. | Nature of operations and going concern |
DeFi Technologies Inc. (the “Company” or “DeFi”), is a publicly listed company incorporated in the Province of British Columbia and continued under the laws of the Province of Ontario. The Company’s primary stock exchange listing is the CBOE Canada Exchange under the symbol “DEFI”. On May 2025, the Company dual listed its shares on the Nasdaq Capital Markets Exchange under the symbol of “DEFT” to gain improved access to U.S. capital markets. DeFi is a Canadian technology company bridging the gap between traditional capital markets and decentralized finance. The Company generates revenues through the issuance of exchange traded products that synthetically track the value of a single DeFi protocol, investments in various companies and leading protocols across the decentralized finance ecosystem to build a diversified portfolio of decentralized finance assets, providing premium membership for research reports to investors and offering node management of decentralized protocols to support governance, security and transaction validation. The Company’s head office is located at 333 Bay Street, Suite 2400, Toronto, Ontario, Canada, M5H 2R2.
These consolidated financial statements were prepared on a going concern
basis of presentation, which contemplates the realization of assets and settlement of liabilities as they become due in the normal course
of operations for the next fiscal year. As at December 31, 2025, the Company has working capital deficit of $
These consolidated financial statements do not reflect adjustments in the carrying value of the assets and liabilities, the reported revenues and expenses and the balance sheet classifications that would be necessary if the going concern assumption were not appropriate. These adjustments could be material.
International conflict and other geopolitical tensions and events, including war, military action, terrorism, trade disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global commodity and financial markets and supply chains. Volatility in digital asset prices and supply chain disruptions may adversely affect the Corporation’s business, financial condition, financing options, and results of operations.
| 2. | Material accounting policy information |
| (a) | Statement of compliance |
These consolidated financial statements of the Company were prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”) The policies as set out below were consistently applied to all the periods presented unless otherwise noted. These consolidated financial statements of the Company were approved for issue by the Board of Directors on April 2, 2026.
| (b) | Basis of consolidation |
Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect these returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiary after eliminating inter-entity balances and transactions.
5
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
These
consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiaries DeFi Holdings (Bermuda)
Ltd. (“DeFi Bermuda”), Reflexivity LLC, Valour Inc., Valour Europe AG, DeFi Middle East DMCC, Stillman Digital Inc., and
Stillman Digital Bermuda Ltd. Neuronomics AG was
Intercompany balances and any unrealized gains and losses or income and expenses arising from intercompany transactions are eliminated in preparing the consolidated financial statements.
| (c) | Basis of preparation and functional currency |
These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments and investments that have been measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.
Foreign currency transactions are recorded at the exchange rate as at the date of the transaction. At each statement of financial position date, monetary assets and liabilities in foreign currencies other than the functional currency are translated using the year end foreign exchange rate. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities in foreign currencies other than the functional currency are translated using the historical rate. All gains and losses on translation of these foreign currency transactions and balances are included in the profit and loss. The functional currency for DeFi, DeFi Bermuda, Reflexivity LLC, Valour Inc., Valour Europe AG, Stillman Digital Inc., Stillman Digital Bermuda Ltd. and Valour Digital Securities Limited is the U.S Dollar. The functional currency of DeFi Middle East DMCC is the United Emirates Dirham. The functional currency of Neuronomics AG is the Swiss Franc.
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| ● | assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet, |
| ● | income and expenses for each statement of loss and comprehensive loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and |
| ● | all resulting exchange differences are recognized in other comprehensive loss. |
On consolidation, exchange differences arising from the translation of any net investment in foreign entities and of borrowings are recognized in other comprehensive loss. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.
IFRS does not have clear and definitive guidance on the treatment of custodied digital assets. As such, the Company looked to industry practice and other standard setting bodies, such as SEC Staff Accounting Bulletins (“SAB”) and US GAAP for guidance on the treatment of these assets.
6
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
Basis of preparation and functional currency (continued)
On January 23, 2025, the U.S. Securities and Exchange Commission published SAB 122 to rescind SAB 121 with an effective date of January 30, 2025. The application of SAB 122 is applicable for all annual reporting periods beginning on or after December 15, 2024.
Prior to the release of SAB 122, the Company accounted for client digital assets, held by its wholly owned subsidiary Stillman Digital Bermuda Ltd., in accordance with Staff Accounting Bulletin 121 due to the limited IFRS guidance applicable to custodians of digital assets.
To
ensure the Company was in-line with other regulatory bodies on the treatments of these assets, the Company adopted SAB 122 during the
year ended December 31, 2025. The implication of adoption of SAB 122 was that the Company removed its safeguarding obligation liability
and corresponding client digital assets from its statement of financial position. The Company also retrospectively de-recognized $
| (d) | Change in presentation currency |
Effective April 1, 2025, the Company changed its presentation currency from Canadian dollars (CAD) to United States dollars (USD). This change has been made to better reflect the Company’s operational and financial exposure to USD, which has become increasingly significant given its activities in the global cryptocurrency and decentralized finance (DeFi) industry, where USD is the predominant currency for transactions, valuations, and investor reporting. The Company’s shares were listed on the Nasdaq Capital Market on May 12, 2025, further supporting the change to USD presentation currency. The Company determined that USD provides more relevant and reliable financial information to users of the financial statements, particularly international investors and stakeholders.
In accordance with IAS 21 – The Effects of Changes in Foreign Exchange Rates, the change in presentation currency has been applied retrospectively. Accordingly, the comparative financial statements for prior periods have been presented as if USD had always been the Company’s presentation currency.
The consolidated statements of loss and comprehensive loss and consolidated statements of cashflows have been translated into the presentation currency using the average exchange rates prevailing during each quarterly reporting period. All monetary assets and liabilities previously reported in CAD have been translated into USD at the closing exchange rate at each respective consolidated statement of financial position date. Share capital, reserves, and other equity components were translated at the historical exchange rates prevailing on the dates of the original transactions, if the date was not readily available items were translated using the average exchange rate for each quarter.
The exchange rates used to reflect the change in presentation currency were as follows:
CAD – USD Exchange rates | Q1 – 2024 | Q2 - 2024 | Q3 - 2024 | Q4 - 2024 | ||||||||||||
| Closing rate | ||||||||||||||||
| Average rate | ||||||||||||||||
| CAD – USD Exchange rates | Q1 – 2023 | Q2 – 2023 | Q3 – 2023 | Q4 - 2023 | ||||||||||||
| Closing rate | ||||||||||||||||
| Average rate | ||||||||||||||||
7
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
Change in presentation currency (continued)
The impact of the change in presentation currency is limited to presentation and translation of prior period figures. There was no impact on the Company’s previously reported net loss, total comprehensive loss, or cash flows, other than changes resulting from currency translation.
| (e) | Change in functional currency |
The financial statements of each company within the consolidated group are measured using their functional currency which is the currency of the primary economic environment in which an entity operates. DeFi changed its functional currency from the Canadian dollar (C$) to the United States dollar (US$) as of October 1, 2025. The change in functional currency was the result of a review of the primary economic environment in which the entity operates and the currency that mainly influences the underlying transactions entered into by the Company. The functional currency for DeFi, DeFi Bermuda, Reflexivity LLC, Valour Inc., DeFi Europe AG, Stillman Digital Inc., Stillman Digital Bermuda Ltd. and Valour Digital Securities Limited is the U.S Dollar. The functional currency for DeFi Middle East DMCC is the United Emirates Dirham.
| (f) | Warrant liability |
Warrants issued in September 26, 2025, were determined to be derivative instruments that did not meet the fixed-for-fixed criteria of IAS 32. As a result, these warrants are accounted for as a financial liability and are recorded at their estimated fair value at each reporting date, computed using the Black-Scholes valuation method. Changes in fair value during each reporting period are included in income or loss for the period.
| (g) | Reclassification of Comparative Amounts |
Certain amounts have been reclassified in the condensed consolidated interim statement of operations and comprehensive income/(loss) in previous periods to conform to the current period presentation. Only reclassifications have been made with no changes in accounting policies or revision of previously reported amounts. There is no change to previously reported net income (loss).
| (h) | Investment in associates |
An associate is an entity over which the Company has significant influence but not control. Investments in associates are based on the Company’s ability to exercise significant influence over the operating and financial policies of the investee. Investments in associates are accounted for using the equity method whereby the investment is initially recorded at cost and adjusted thereafter for additional investments made, dividends received and to recognize the Company’s proportionate share of the associate’s post acquisition income or loss.
The Company’s share of the associate’s profit or loss is recognized in the consolidated statement of loss, and its share of movements in other comprehensive income is recognized in the consolidated statement of other comprehensive loss with a corresponding adjustment to the carrying amount of the investment. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
The Company determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the consolidated statement of loss and comprehensive loss.
The
Company classifies its investment in Neuronomics as an investment in associate, as the Company owns
8
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (h) | Significant accounting judgements, estimates and assumptions |
The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and the revision affects both current and future periods.
Information about critical judgments and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are as follows:
| (i) | Accounting for digital assets |
Among
its digital asset holdings, only USDC was classified by the Company as a financial asset. The rest of its digital assets were classified
following the IFRS Interpretations Committee (the “Committee”) published its agenda decision on Holdings of Cryptocurrencies
in June 2019.
| (ii) | Accounting for ETP holder payables |
Financial liabilities at fair value through profit or loss held includes ETP holders payable. Liabilities arising in connection with ETPs issued by the Company referencing the performance of digital assets are measured at fair value through profit or loss. Their fair value is a function of the unadjusted quoted price of the digital asset underlying the ETP, less any accumulated management fees. The fair value basis is consistent with the measurement of the underlying digital assets which are measured at fair value. The Company elected not to designate this as a hedging instrument. The ETPS are actively traded on the Spotlight Stock Market, the London Stock Exchange (“LSE”), and Germany Borse Frankfurt Zertifikate AG.
| (iii) | Fair value of financial derivatives |
Investments in options and warrants which are not traded on a recognized securities exchange do not have a readily available market value. Valuation technique such as Black Scholes model is used to value these instruments. Refer to Notes 5 and 21 for further details.
9
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (h) | Significant accounting judgements, estimates and assumptions (continued) |
| (iv) | Fair value of equity investment not quoted in an active market or private company investments |
Where the fair values of financial assets and financial liabilities recorded on the statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values. Refer to Notes 5, 7 and 16 for further details.
| (v) | Share-based payments |
The Company primarily uses the Black-Scholes option pricing model to fair value options in order to calculate share-based compensation expense. The Black-Scholes model involves six key inputs to determine the fair value of an option: risk-free interest rate, exercise price, market price of the Company’s shares at date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates which involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control. The Company used a Monte-Carlo simulation to estimate the fair value of certain RSUs granted during the year ended December 31, 2025. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based compensation expense. In the event services are provided to the Company by officers or consultants and settled in equity instruments, the Company has measured the fair value of the services received as the fair value of the equity instruments granted.
| (vi) | Business combinations and goodwill |
Judgment is used in determining whether an acquisition is a business combination or an asset acquisition. In a business combination, all identifiable assets and liabilities acquired are recorded at their fair values. In determining the allocation of the purchase price in a business combination, including any acquisition related contingent consideration, estimates including market based and appraisal values are used. The contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Goodwill is assessed for impairment annually.
| (vii) | Estimated useful lives and impairment considerations |
Amortization of intangible assets is dependent upon estimates of useful lives, which are determined through the exercise of judgment. The assessment of impairment of these assets is dependent upon estimates of recoverable amounts that consider factors such as economic and market conditions and the useful lives of assets.
| (viii) | Impairment of non-financial assets |
The Company’s non-financial assets include prepaid expenses, digital assets excluding USDC, equipment and right of use assets, intangibles and goodwill. Impairment of these non-financial assets exists when the carrying value of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. These calculations are based on available data, other observable inputs and projections of cash flows, all of which are subject to estimates and assumptions. See Note 10 for the discussion regarding impairment of the Company’s non-financial assets.
| (ix) | Determination of significant influence and impairment of investment in associate |
The
Company has classified Neuronomics as an associate based on management’s judgment that the Company has significant influence through
board representation and
Impairment exists when the carrying value of the investment in associate exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The determination of impairment requires significant judgement and can be triggered by significant adverse changes in the market, economic or legal environment in which the associate operates.
10
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (h) | Significant accounting judgements, estimates and assumptions (continued) |
| (x) | Functional currency |
The functional currency of the Company has been assessed by management based on consideration of the currency and economic factors that mainly influence the Company’s digital currencies, production and operating costs, financing and related transactions. Specifically, the Company considers the currencies in which digital currencies are most commonly denominated and the currencies in which expenses are settled, by each entity, as well as the currency in which each entity receives or raises financing. Changes to these factors may have an impact on the judgment applied in the determination of the Company’s functional currency.
| (xi) | Assessment of transaction as an asset purchase or business combination |
Assessment of a transaction as an asset purchase or a business combination requires judgements to be made at the date of acquisition in relation to determining whether the acquiree meets the definition of a business. The three elements of a business include inputs, processes and outputs. When the acquiree does not have outputs, it may still meet the definition of a business if its processes are substantive which includes assessment of whether the process is critical and whether the inputs acquired include both an organized workforce and inputs that the organized workforce could convert into outputs.
| (xii) | Control |
Significant judgment is involved in the determination whether the Company controls another entity under IFRS 10. The Company is deemed to control an investee when it demonstrates: power over the investee, exposure, or rights to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect the amount of the investor’s returns. There is judgement required to determine whether these criterions are met. The Company determined it controlled Valour Digital Securities Limited through its role as arranger.
| (xiii) | Accounting for digital assets held as collateral |
The Company has provided digital assets as collateral for loans provided by digital asset liquidity provider. These digital assets held as collateral are included with digital assets and valued at fair value consistent with the Company’s accounting policy for its digital assets. See note 2(e). In cases where recoverability is uncertain, the Company estimates expected credit losses under IFRS 9 using a loss-rate approach. Where there is a legal right to set-off, the Company will set-off the asset and related liability in the consolidated statement of financial position.
| (xiv) | Valuation of equity investments at FVTPL |
Significant judgement is required in the determination of the fair value of the Company’s investments in Equity investments (collectively the “Funds”) in digital asset at FVTPL given the lock up periods applied to the digital cryptocurrencies owned by the Funds. The Company assesses the discount for lack of marketability applied by the Fund managers for reasonableness in their calculated net asset values. The Fund managers calculate the discount for lack of marketability (“DLOM”) using an option pricing model.
| (i) | Financial instruments |
Financial assets and financial liabilities are recognized on the Company’s statement of financial position when the Company has become a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. The Company’s financial instruments consist of cash, amounts receivable, public investments, private investments, derivative asset, accounts payable and accrued liabilities and ETP holders payable.
11
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (i) | Financial instruments (continued) |
| (i) | Investments |
Purchases and sales of investments where the Company cannot exert control or significant influence are recognized on a trade date basis. Public and private investments at fair value through profit or loss are initially recognized at fair value, with changes in fair value reported in profit (loss). At each financial reporting period, the Company’s management estimates the fair value of its investments based on the criteria below and reflects such valuations in the financial statements.
Transaction costs are expensed as incurred in the statements of loss. The determination of fair value requires judgment and is based on market information where available and appropriate. At the end of each financial reporting period, the Company’s management estimates the fair value of investments based on the criteria below and reflects such changes in valuations in the statements of loss. The Company is also required to present its investments (and other financial assets and liabilities reported at fair value) into three hierarchy levels (Level 1, 2, or 3) based on the transparency of inputs used in measuring the fair value, and to provide additional disclosure in connection therewith (see Note 21, “Financial instruments”). The three levels are defined as follows:
Level 1 – investment with quoted market price;
Level 2 – investment which valuation technique is based on observable market inputs; and
Level 3 – investment which valuation technique is based on non-observable market inputs.
Publicly traded investments:
1. Securities, including shares, options, and warrants which are traded on a recognized securities exchange and for which no sales restrictions apply are recorded at fair values based on quoted closing prices at the statement of financial position date or the closing price on the last day the security traded if there were no trades at the statement of financial position date. The Company utilizes the quoted closing prices. These are included in Level 1 as disclosed in Note 21.
2. Securities which are traded on a recognized securities exchange but which are escrowed or otherwise restricted as to sale or transfer are recorded at amounts discounted from market value. Shares that are received as part of a private placement that are subject to a standard four-month hold period are not discounted due the short term of the hold period. In determining the discount for such investments, the Company considers the nature and length of the restriction, business risk of the investee corporation, relative trading volume and price volatility and any other factors that may be relevant to the ongoing and realizable value of the investments. These are included in Level 2 in Note 21.
3. Warrants or options of publicly traded securities which do not have a quoted price are carried at an estimated fair value calculated using the Black-Scholes option pricing model if sufficient and reliable observable market inputs are available. These are included in Level 2 as disclosed in Note 21.
4. Securities which are traded on a recognized securities exchange but which do not have an active market are recorded at the most recent transaction price. These are included in Level 3 in Note 21.
12
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (i) | Financial instruments (continued) |
The amounts at which the Company’s publicly traded investments could be disposed of may differ from carrying values based on market quotes, due to market price changes and the fair value was determined at a specific time, the value at which significant ownership positions are sold is often different than the quoted market price due to a variety of factors such as premiums paid for large blocks or discounts due to illiquidity. Such differences could be material.
Privately held investments:
1. Securities in privately held companies (other than options and warrants) are initially recorded at cost, being the fair value at the time of acquisition. At the end of each financial reporting period, the Company’s management estimates the fair value of investments based on the criteria below and reflects such valuations in the financial statements. These are included in Level 3 as disclosed in Note 21. Options and warrants of private companies are carried at fair value using valuation technique.
With respect to valuation, the financial information of private companies in which the Company has investments may not always be available, or such information may be limited and/or unreliable. Use of the valuation approach described below may involve uncertainties and determinations based on the Company’s judgment and any value estimated from these may not be realized or realizable. In addition to the events described below, which may affect a specific investment, the Company will take into account general market conditions when valuing the privately held investments in its portfolio. In the absence of occurrence of any of these events or any significant change in general market conditions indicates generally that the fair value of the investment has not materially changed.
2. An upward adjustment is considered appropriate and supported by pervasive and objective evidence such as significant subsequent equity financing by an unrelated investor at a transaction price higher than the Company’s carrying value; or if there have been significant corporate, political or operating events affecting the investee company that, in management’s opinion, have a positive impact on the investee company’s prospects and therefore its fair value. In these
circumstances, the adjustment to the fair value of the investment will be based on management’s judgment and any value estimated may not be realized or realizable. Such events include, without limitation:
| ● | political changes in a country in which the investee company operates which, for example, reduce the corporate tax burden, or to an extent that, it was not previously allowed, or reduce or eliminate the need for approvals; | |
| ● | receipt by the investee company of approvals, which allow the investee company to proceed with its project(s); | |
| ● | release by the investee company of positive operational results, which either proves or expands their investee’s prospects; and | |
| ● | important positive management changes by the investee company that the Company’s management believes will have a very positive impact on the investee company’s ability to achieve its objectives and build value for shareholders. |
13
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (i) | Financial instruments (continued) |
Privately held investments (continued):
3. Downward adjustments to carrying values are made when there is evidence of a decline in value as indicated by the assessment of the financial condition of the investment based on third party financing, operational results, forecasts, and other developments since acquisition, or if there have been significant corporate, political or operating events affecting the investee company that, in management’s opinion, have a negative impact on the investee company’s prospects and therefore its fair value. The amount of the change to the fair value of the investment is based on management’s judgment and any value estimated may not be realized or realizable. Such events include, without limitation:
| ● | political changes in a country in which the investee company operates which increases the tax burden on companies; | |
| ● | denial of the investee company’s application for approvals which prohibit the investee company from proceeding with its projects; | |
| ● | the investee company releases negative operating results; | |
| ● | changes to the management of the investee company take place which the Company believes will have a negative impact on the investee company’s ability to achieve its objectives and build value for shareholders; | |
| ● | the investee company is placed into receivership or bankruptcy; and | |
| ● | based on financial information received from the investee company, it is apparent to the Company that the investee company is unlikely to be able to continue as a going concern. |
The resulting values may differ from values that would be realized had a ready market existed. The amounts at which the Company’s privately held investments could be disposed of may differ from the carrying value assigned. Such differences could be material.
Equity investments in digital assets at fair value through profit and loss
Investments in equity instruments at fair value through profit or loss - Included in investments in equity instruments at fair value through profit or loss are investments in a US private company (LLC), and a U.S. Limited Liability Partnership via a Cayman Island domiciled feeder Limited Liability Partnership.
Management accounted for such investments at fair value to profit or loss under IFRS 9, because the Company does not exercise significant influence over the investee. The Company does not have any contractual right to appoint any representative to the investee’s board of directors. In addition, the Company does not have any participation in policymaking processes and does not have any material transactions with the investee. The fair value of investments in investment funds which are not quoted in an active market is determined by using net asset value as determined by the investment fund’s administrator and include a discount for lack of marketability (“DLOM”). Management deems the net asset value to be the fair value after considering key factors such as the liquidity of the investment fund or its underlying investments, any restrictions on redemptions and basis of accounting.
The Company classifies equity investments it intends to sell within twelve months as current and those where the expectation is to hold for periods longer than a year as non-current. These are included in Level 3 disclosed in Note 21.
| (ii) | Financial assets other than investments at fair value and liabilities |
Financial assets
Initial recognition and measurement
Non-derivative financial assets within the scope of IFRS 9 are classified and measured as “financial assets at fair value”, as either fair value through profit or loss (“FVPL”) or fair value through other comprehensive income (“FVOCI”), and “financial assets at amortized costs”, as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company’s business model and the contractual terms of the cash flows.
All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.
14
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (i) | Financial instruments (continued) |
Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVPL or at amortized cost. Other accounts receivable held for collection of contractual cash flows are measured at amortized cost.
Subsequent measurement – financial assets at amortized cost
After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.
Subsequent measurement – financial assets at FVPL
Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the statements of earnings (loss). The Company’s investments are classified as financial assets at FVPL.
Subsequent measurement – financial assets at FVOCI
Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI.
After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the statements of comprehensive income (loss). When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss.
Dividends from such investments are recognized in other income in the statements of earnings (loss) when the right to receive payments is established.
Derecognition
A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.
Impairment of financial assets
The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, accounts receivable have been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized.
Financial liabilities
Initial recognition and measurement
Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. ETP holders payable are designated as financial liability at fair value through profit or loss on initial recognition. Their fair value is a function of the unadjusted quoted price of the digital asset underlying the ETP, less any accumulated management fees. The fair value basis is consistent with the measurement of the underlying digital assets which are measured at fair value. The Company’s financial liabilities also include accounts payable and liabilities and loans payable, which are measured at amortized cost. All financial liabilities are recognized initially at fair value and in the case of long-term debt, net of directly attributable transaction costs.
15
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (i) | Financial instruments (continued) |
| (ii) | Financial assets other than investments at fair value and liabilities (continued) |
Subsequent measurement – financial liabilities at amortized cost
After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.
Subsequent measurement – financial liabilities at FVTPL
Financial liabilities measured at FVTPL include financial liabilities management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial liabilities measured at FVTPL are carried at fair value in the consolidated statements of financial position with changes in fair value recognized in other income or expense in the consolidated statements of loss.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the statements of earnings (loss).
| (j) | Cash |
Cash
is comprised of cash on hand and deposits that generally mature within
| (k) | Revenue recognition |
Revenue is recognized at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for transferring services to a customer. For each contract with a customer, the Company: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct service to be delivered; and recognizes revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the services promised. Revenue is recognized only when it is probable that the economic benefits associated with the transaction will flow to the Company. However, when an uncertainty arises about the collectability of an amount already included in revenue, the uncollectible amount, or the amount in respect of which recovery has ceased to be probable, is recognized as an expense, rather than as an adjustment of the amount of revenue originally recognized.
Management fees
The Company recognizes revenue from management fees earned on various ETP products. The management fee percentage is outlined in each ETP prospectus. The management fee is calculated daily based on the daily ETP net asset value and is recognized daily when the management fee is calculated. The management fee is deducted from the net asset value of the ETPs. The management fees are valued in the underlying ETPs base currency and converted into USD daily.
Trading commissions
The Company primarily generates revenue through commission fees charged on the Stillman Digital trading platform. The revenues are all recognized at a point in time upon the trade execution and settlement. The commission rates vary and depend on size of trade, asset and client. There is no general right of return in such arrangements.
Other revenues
The Company earns revenue from aggregating small individual trades during the day to facilitate hedging and optimize liquidity and hedging them periodically. These are computed as net fiat receivables and are measured based on the average daily USD rates at the end of each day.
16
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (j) | Revenue recognition (continued) |
Research revenues
The Company recognizes revenue from research reports as the reports are provided to customers.
Public and private investments
Realized gains and losses on the disposal of investments and unrealized gains and losses in the value of investments are reflected in the statement of loss on a trade date basis. Upon disposal of an investment, previously recognized unrealized gains or losses are reversed, so as to recognize the full realized gain or loss in the period of disposition. All transaction costs are expensed as incurred.
| (k) | Lending, staking and node revenue |
Lending and Staking
The Company earns a yield based on digital assets that are lent or staked with various reputable digital asset exchanges. The Company transfers digital asset to either staking account within the exchange platform and into staking custody accounts. The Company transfers the digital assets to those staking accounts and the counterparty delivers staking and lending rewards in return. The digital assets rewards are based on the rewards offered at the time the Company enters into staking or lending arrangements. The transaction price is an interest rate offered for the digital asset deposit. Over the period that the digital assets are staked or lent, the digital assets rewards are deposited into the Company’s custody accounts. The rewards are based on the amount of digital assets staked or lent and the rate offered by the custodian at that time.
Staking and lending rewards are recognized as revenue as they are earned over the period the digital assets are staked or loaned. Staking allows the Company to earn income through a process that is used to verify cryptocurrency transactions. It involves committing holdings to support a blockchain network and confirming transactions. Cryptocurrencies that allow staking use a “consensus mechanism” called Proof of Stake, which is the way they ensure that all transactions are verified and secured without a bank or payment processor in the middle.
Certain staking arrangements may be subject to protocol-imposed lockup, timelock, unbonding, or other withdrawal restrictions that affect when the underlying digital assets can be transferred or redeemed. These restrictions are taken into consideration in the Company’s accounting and disclosure assessment, with protocol specific terms disclosed in the digital asset note (Note 6).
| (l) | Validator Node revenue |
Validator Node Revenue
Validator Node revenue is earned as transactions are validated on a blockchain. When transactions are validated on the blockchain, the Company receives rewards from that blockchain. The transaction price are the rewards earned by the Company as transactions are validated by the Company’s node. The Company receives rewards for these services provided to the blockchain. The blockchain token rewards are only earned when the Company validates transactions that take place on the blockchain. When a transaction is validated by the Company’s node, rewards are deposited to the Company’s account. As the tokens are earned, revenue is calculated by summing up the tokens earned each day and multiplying the value of reward tokens for that day.
17
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (m) | Leases |
At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company, as a lessee, recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove any improvements made to branches or office premises. The right-of-use asset is subsequently amortized using the straight-line method from the commencement date to the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
The lease liability is subsequently measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in net income if the carrying amount of the right-of-use asset has been reduced to zero. The Company presents right-of-use assets and lease liabilities in the Consolidated Statement of Financial Position. The Company has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
| (n) | Operating segments |
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the management team including the Chief Executive Officer and Chief Operating Officer. See Note 27 for details.
| (o) | Income (loss) per share |
Basic income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of the Company’s common shares outstanding during the period. Diluted income (loss) per share is calculated by dividing the applicable net income (loss) by the sum of the weighted-average number of common shares outstanding if dilutive common shares had been issued during the period. The calculation of diluted income (loss) per share assumes that outstanding stock options and warrants with an average exercise price below market price of the underlying shares are exercised and the assumed proceeds are used to repurchase common shares of the Company at the average market price for the period. Diluted income per share for the years ended December 31, 2024 and 2023 all stock options and warrants were anti-dilutive and excluded from the calculation of dilutive loss per share.
| (p) | Comprehensive income (loss) |
Total comprehensive income (loss) comprises all components of profit or loss and other comprehensive income (loss). Other comprehensive income (loss) includes gains and losses from translating the financial statements of an entity’s whose functional currency differs from the presentation currency.
18
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (q) | Income taxes |
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
| (r) | Share-based payments |
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Fair value is measured at grant date and each tranche is recognized on a graded-vesting basis over the period in which options vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity reserve.
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. For options that expire unexercised, the recorded value is transferred to deficit.
| (s) | Cash settled synthetic shares |
Some performance share units are settled in cash. When these PSUs are designated for cash settlement, the liability is recorded as an accrued liability and the expense is recorded under compensation and consulting in the consolidated statement of loss. These PSUs are fair valued at the end of each period based on the market value of the Company’s common shares with the resulting increase or decrease in fair value recorded as an expense in the consolidated statement of loss.
19
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (t) | Digital Assets |
The IFRS Interpretations Committee (the “Committee”) published its agenda decision on Holdings of Cryptocurrencies in June 2019. The Committee concluded that IAS 2 – Inventories applies to cryptocurrencies when they are held for sale in the ordinary course of business, otherwise an entity should apply IAS 38 - Intangible Assets to holdings of cryptocurrencies. The Company has assessed that it acts in a capacity as a commodity broker trader as defined in IAS 2 - Inventories, in characterizing certain of its holdings as inventory, or more specifically, digital assets. If assets held by commodity broker-traders are principally acquired for the purpose of selling in the near future and generating a profit from fluctuations in price or broker-traders’ margin, such assets are accounted for as inventory, and changes in fair value less costs to sell are recognized in profit or loss.
Digital assets consist of cryptocurrency denominated assets (see Note 6) and are included in current assets. Digital assets are measured using unadjusted quoted prices taken from active markets, where available. Fair value measurement for digital assets with available active market prices has been classified as Level 1 in the fair value hierarchy. Fair value is determined by taking the mid-point price at 17:30 CET from Kraken, Bitfinex, Binance, Coinbase and other exchanges consistent with the final terms for each ETP. The Company revalues its digital assets quarterly.
Disclosure
The Company applies the disclosure requirements in the IFRS Standard applicable to its holding of cryptocurrencies. Accordingly, the Company applies the disclosure requirements in IAS 2 – Inventories for holdings of cryptocurrencies. If an entity measures its holding in cryptocurrencies at fair value, IFRS 13 Fair Value Measurement specifies applicable disclosure requirements. In applying IAS 1 Presentation of Financial Statements, the Company discloses judgements that its management has made regarding its accounting for holdings of cryptocurrencies if those are part of the judgements that had a significant effect on the amounts recognized in the consolidated financial statements.
The Company has evaluated the impact of the Agenda Paper and has determined that cryptocurrencies with an active market should be classified as digital assets and measured at fair value through profit or loss.
Increases and decreases in the fair value of digital assets are recognized through profit or loss. Digital assets are derecognized when the Company has transferred substantially all the risks and rewards of ownership on disposal.
| (u) | Digital Asset Loaned |
Initial recognition and measurement
The Company enters into loan agreements with various digital asset exchanges to earn yield based on the digital assets that are lent. At the time the Company enters into the loan agreement, the digital asset is derecognized from digital assets as the borrower obtains the rights to direct the use of the digital asset and the Company recognizes this as digital assets loaned, measured at the fair value of the loaned digital asset.
Subsequent measurement
During the term of the digital asset loan, the digital asset loaned is measured at the fair value based on the fair market value of loaned digital assets with any gains / (losses) resulting from remeasuring the digital asset loaned to the realized and net change in unrealized gains and losses on digital assets. Digital asset loan receivables are assessed for expected credit losses under IFRS 9 using a loss-rate approach. Counterparty A is subject to a 1% Stage 1 expected credit loss, driven by the recall penalty. Counterparty H is not subject to any expected credit loss due to its recallability without penalty.
Some of the digital assets loaned are subject to a locked in period and as such, a DLOM is applied to the fair value of these assets to adjust for illiquidity and transfer restrictions, rather than recognized a separate expected credit loss for these assets.
Derecognition
At the end of the digital asset loan, the digital asset loaned is derecognized and re-recorded as digital assets at the carrying amount of the digital asset loaned.
20
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (v) | Intangible assets |
Intangible
assets consist of brand names, customer relationships and technology. The Company has estimated the brand names will contribute cash
flows for between
Intangible assets are carried at cost less accumulated amortization and impairment losses.
Impairment
Impairments are recorded when the recoverable amounts of assets are less than their carrying amounts. The recoverable amount is the higher of an asset’s fair value less costs to dispose or its value in use. Impairment losses are evaluated for potential reversals of impairment when events or changes in circumstances warrant such consideration.
The carrying values of all intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
| (w) | Goodwill |
Goodwill arising on a business acquisition is recognized as an asset at the date that control is acquired (the “acquisition date”). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest (if any) in the entity over the fair value of the identifiable net assets.
Goodwill is not amortized but is reviewed for impairment at least annually or sooner if indicators of impairment exist. Goodwill is tested for impairment at the group level representing the lowest level at which management monitors it, the operating segment level. Any impairment loss is recognized immediately in profit or loss and is not subsequently reversed.
The
Company recognized impairment losses related to the goodwill of $
For the year ended December 31, 2024, the Company did not experience any triggering events or additional information that the goodwill’s recoverable amount was significantly different than its carrying amount and no impairment was recognized during the year ended December 31, 2024.
| (x) | Share capital |
Financial instruments issued by the Company are classified as share capital only to the extent that they do not meet the definition of a financial liability. The Company’s common shares are classified as equity instruments. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Repurchases by the Company of its own common shares under a Normal Course Issuer Bid (“NCIB”) are accounted for in accordance with IAS 32, Financial Instruments: Presentation. Upon reacquiring common shares under a NCIB, the Company deducts from equity the purchase price of these common shares and any costs to acquire such common shares. Any such common shares held by the Company are considered treasury shares until they are cancelled.
| (y) | Provisions |
Provisions are recognized when (a), the Company has a present obligation (legal or constructive) as a result of a past event, and (b), it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
21
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 2. | Material accounting policy information (continued) |
| (z) | New and future accounting change |
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods on or after January 1, 2026 or later periods. Many are not applicable or do not have a significant impact to the Company and have been excluded.
IFRS 7 and IFRS 9 - In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – Disclosures. The amendments clarify the derecognition of financial liabilities and introduces an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental,
social and governance (ESG)-linked features and other similar contingent features and the treatment of nonrecourse assets and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity instruments classified at FVOCI. The amendments are effective for annual periods starting on or after January 1, 2026. Retrospective application is required and early adoption is permitted.
IFRS 18 - In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standard replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and also requires disclosure of management-defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required and early adoption is permitted.
| 3. | Cash and cash equivalents |
| 31-Dec-25 | 31-Dec-24 | |||||||
| Cash at banks | $ | $ | ||||||
| Cash at brokers | $ | |||||||
| Cash at digital currency exchanges | $ | |||||||
| $ | $ | |||||||
The
Company also holds client cash deposits for trading purposes in the United States and Bermuda and has classified these deposits as client
cash deposits on the statement of financial position. As at December 31, 2025, the balance in client cash deposits was $
| 4. | Prepaid expenses and other assets |
| 31-Dec-25 | 31-Dec-24 | |||||||
| Prepaid insurance | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Trading receivables | ||||||||
| Other assets | ||||||||
| $ | $ | |||||||
At
December 31, 2025, the Company’s investment portfolio consisted of
22
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 5. | Investments, at fair value through profit and loss |
During
the year ended December 31, 2025, the Company had a realized loss of $
Public Investments
At December 31, 2025, the Company’s one public investment had a total fair value of $272,520.
| Public Issuer | Note | Security description | Cost | Estimated Fair Value | % of FV | ||||||||||||
| TenX Protocols Inc. | $ | $ | % | ||||||||||||||
| Total public investments | $ | $ | % | ||||||||||||||
At
December 31, 2024, the Company’s one public investment had a total fair value of $
| Public Issuer | Note | Security description | Cost | Estimated Fair Value | % of FV | ||||||||||||
| Brazil Potash Corp. | (i) | $ | $ | % | |||||||||||||
| Total public investments | $ | $ | % | ||||||||||||||
Private Investments
At December 31, 2025, the Company’s twelve private investments
had a total fair value of $
| Note | Note | Security description | Cost | Estimated Fair Value | % of FV | |||||||||||
| Amina Bank AG | $ | $ | % | |||||||||||||
| Earnity Inc. | % | |||||||||||||||
| Luxor Technology Corporation | % | |||||||||||||||
| SDK:meta, LLC | % | |||||||||||||||
| Skolem Technologies Ltd. | % | |||||||||||||||
| VolMEX Labs Corporation | % | |||||||||||||||
| Global Benchmarks AB | (i) | % | ||||||||||||||
| ZKP Corporation | (i) | % | ||||||||||||||
| CH Technical Solutions SA | % | |||||||||||||||
| Canada Stablecorp Inc. | % | |||||||||||||||
| Continental Stable Coin | % | |||||||||||||||
| Bonsol Labs Inc. | % | |||||||||||||||
| Total private investments | $ | $ | % | |||||||||||||
At
December 31, 2024, the Company’s nine private investments had a total fair value of $
| Private Issuer | Note | Security description | Cost | Estimated Fair Value | % of FV | ||||||||||||
| 3iQ Corp. | $ | $ | % | ||||||||||||||
| Amina Bank AG | % | ||||||||||||||||
| Earnity Inc. | % | ||||||||||||||||
| Luxor Technology Corporation | % | ||||||||||||||||
| Neuronomics AG | % | ||||||||||||||||
| SDK:meta, LLC | % | ||||||||||||||||
| Skolem Technologies Ltd. | % | ||||||||||||||||
| VolMEX Labs Corporation | % | ||||||||||||||||
| ZKP Corporation | (i) | % | |||||||||||||||
| Total private investments | $ | $ | % | ||||||||||||||
| (i) |
| 6. | Digital Assets, Digital Assets Loaned, and Digital Assets Staked |
As
at December 31, 2025, the Company’s digital assets consisted of the below digital currencies, with a fair value of $
23
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 6. | Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued) |
The Company’s holdings of digital assets consist of the following:
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| Quantity | $ | Quantity | $ | |||||||||||||
| Binance Coin (BNB) | ||||||||||||||||
| Bitcoin (BTC) | ||||||||||||||||
| Ethereum (ETH) | ||||||||||||||||
| Cardano (ADA) | ||||||||||||||||
| Polkadot (DOT) | ||||||||||||||||
| Solana (SOL) | ||||||||||||||||
| Uniswap (UNI) | ||||||||||||||||
| USDC | ||||||||||||||||
| USDT | ||||||||||||||||
| Litecoin (LTC) | ||||||||||||||||
| Dogecoin (DOGE) | ||||||||||||||||
| Cosmos (ATOM) | ||||||||||||||||
| Avalanche (AVAX) | ||||||||||||||||
| Polygon (POL) | ||||||||||||||||
| Ripple (XRP) | ||||||||||||||||
| Enjin (ENJ) | ||||||||||||||||
| Tron (TRX) | ||||||||||||||||
| Terra Luna (LUNA) | ||||||||||||||||
| Shiba Inu (SHIB) | ||||||||||||||||
| Pyth Network (PYTH) | ||||||||||||||||
| AAVE (AAVE) | ||||||||||||||||
| Algorand (ALGO) | ||||||||||||||||
| Aptos Mainnet (APT) | ||||||||||||||||
| Arweave (AR) | ||||||||||||||||
| Aerodome (AERO0X91) | ||||||||||||||||
| Arbitrum (ARB) | ||||||||||||||||
| Bitcoin Cash (BCH) | ||||||||||||||||
| Core (CORE) | ||||||||||||||||
| Curve DAO Token (CRV) | ||||||||||||||||
| EOS (EOS) | ||||||||||||||||
| Europa Coin (EURC) | ||||||||||||||||
| Fetch.ai (FET) | ||||||||||||||||
| Filecoin (FIL) | ||||||||||||||||
| Sonic (FTM) | ||||||||||||||||
| The Graph (GRT) | ||||||||||||||||
| Hedera (HBAR) | ||||||||||||||||
| Internet Computer (ICP) | ||||||||||||||||
| Immutable (IMX) | ||||||||||||||||
| Injective (INJ) | ||||||||||||||||
| Jupiter (JUP) | ||||||||||||||||
| Kusama (KSM) | ||||||||||||||||
| Lido DAO (LDO) | ||||||||||||||||
| Chainlink (LINK) | ||||||||||||||||
| NEAR Protocol (NEAR) | ||||||||||||||||
| Optimism (OP) | ||||||||||||||||
| MANTRA (OM) | ||||||||||||||||
| Pendle (PDL) | ||||||||||||||||
| Quant (QNT) | ||||||||||||||||
| Ripple USD (RLUSD) | ||||||||||||||||
| RENDERSOL (RNDR) | ||||||||||||||||
| THORChain (RUNE) | ||||||||||||||||
| Sei Network (SEI1) | ||||||||||||||||
| SKY Governance Token (SKY) | ||||||||||||||||
| Stacks (STX) | ||||||||||||||||
| Sui (SUI) | ||||||||||||||||
| SushiSwap (SUSHI) | ||||||||||||||||
| Bittensor (TAO) | ||||||||||||||||
| The TON Coin (TON) | ||||||||||||||||
| Wormhole (W) | ||||||||||||||||
| Tether Gold (XAUT6) | ||||||||||||||||
| dogwifhat (WIF) | ||||||||||||||||
| Worldcoin (WLD2) | ||||||||||||||||
| Stellar (XLM) | ||||||||||||||||
| Tezos (XTZ) | ||||||||||||||||
| StarkNet (STRK1) | ||||||||||||||||
| Sonic Labs (SONICLABS) | ||||||||||||||||
| Akash Network (AKT) | ||||||||||||||||
| Kaspa (KAS) | ||||||||||||||||
| Official Trump (TRUMP) | ||||||||||||||||
| Mantle (MNT) | ||||||||||||||||
| Story (IP) | ||||||||||||||||
| Crypto.com (CRO) | ||||||||||||||||
| Hyperliquid (HYPE) | ||||||||||||||||
| OKB (OKB) | ||||||||||||||||
| IOTA (IOTA) | ||||||||||||||||
| Ondo (ONDO) | ||||||||||||||||
| Theta Token (THETA) | ||||||||||||||||
| Celestia (TIA) | ||||||||||||||||
| Flare (FLR) | ||||||||||||||||
| Pi Network (PI) | ||||||||||||||||
| Ethna (ENA) | ||||||||||||||||
| Four (FORM) | ||||||||||||||||
| Virtuals Protocol (VIRTUAL) | ||||||||||||||||
| VeChain (VET) | ||||||||||||||||
| Penut the Squirrel (PNUT) | ||||||||||||||||
| Pepe (PEPE) | ||||||||||||||||
| Zcash (ZEC) | ||||||||||||||||
| Other Coins | ||||||||||||||||
| Current | ||||||||||||||||
| Clover (CLV) | ||||||||||||||||
| Solana (SOL) | ||||||||||||||||
| SUI (SUI) | ||||||||||||||||
| Wilder World (WILD) | ||||||||||||||||
| Other Coins | ||||||||||||||||
| Long-Term | ||||||||||||||||
| Total Digital Assets | ||||||||||||||||
24
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 6. | Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued) |
| December 31, 2025 $ | December 31, 2024 $ | |||||||
| Current digital assets | ||||||||
| Digital assets | ||||||||
| Digital assets loaned | ||||||||
| Digital assets staked | ||||||||
| Total current digital assets | ||||||||
| Non-current digital assets | ||||||||
| Digital assets | ||||||||
| Digital assets loaned | ||||||||
| Total non-current digital assets | ||||||||
| Total digital assets | ||||||||
In addition to the above noted digital assets, the Company has the following equity investments at fair value through profit and loss (“FVTPL”). See Note 7 for further details.
| December 31, 2025 | ||||||||||||||||||||||||
| Current | Long Term | Total | ||||||||||||||||||||||
| Quantity | Amount | Quantity | Amount | Quantity | Amount | |||||||||||||||||||
| Fund A - Solana (SOL) | $ | $ | $ | |||||||||||||||||||||
| Fund A - Avalanche (AVAX) | $ | $ | $ | |||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||
| Fund B - Solana (SOL) | $ | $ | $ | |||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||
| Current | Long Term | Total | ||||||||||||||||||||||
| Quantity | Amount | Quantity | Amount | Quantity | Amount | |||||||||||||||||||
| Fund A - Solana (SOL) | $ | $ | $ | |||||||||||||||||||||
| Fund A - Avalanche (AVAX) | $ | $ | $ | |||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||
Fund B - Solana (SOL) | $ | $ | $ | |||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||
The continuity of digital assets for the years ended December 31, 2025 and 2024 is as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Opening balance | $ | $ | ||||||
| Digital assets acquired | ||||||||
| Digital assets disposed | ( | ) | ( | ) | ||||
| Digital assets earned from staking, lending and fees | ||||||||
| Realized gain (loss) on digital assets | ||||||||
| Net change in unrealized gains and losses on digital assets | ( | ) | ( | ) | ||||
| Settlement of Genesis loan | ( | ) | ||||||
| Digital assets transferred in from (out to) equity investments at FVTPL | ||||||||
| Foreign exchange gain (loss) / Fees / Other | ( | ) | ||||||
| $ | $ | |||||||
25
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 6. | Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued) |
Digital assets held by counterparty for the years ended December 31, 2025 and 2024 area as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Counterparty A | $ | $ | ||||||
| Counterparty B | ||||||||
| Counterparty C | ||||||||
| Counterparty D | ||||||||
| Counterparty E | ||||||||
| Counterparty F | ||||||||
| Counterparty H | ||||||||
| Counterparty K | ||||||||
| Counterparty M | ||||||||
| Other | ||||||||
| Self custody | ||||||||
| Total | $ | $ | ||||||
Digital Assets held by lenders
The
Company has a loan payable to Global Capital LLC (“Genesis”) for which Genesis holds digital assets as collateral against
the loan. In prior periods, the digital assets and the loan payable were recorded separately on the statement of financial period. The
Company has a loan payable to Genesis for which Genesis held digital assets as collateral. The digital assets and loan payable were previously
recorded gross on the balance sheet at $
Following
the court approved set-off, the remaining exposure for the Genesis loan is 68 BTC. Considering Genesis’ low credit quality due
to its bankruptcy, the Company has applied a loss rate approach of
As of December 31, 2025, digital assets held by lenders as collateral consisted of the following:
| Number of coins on loan | Fair Value | |||||||
| Bitcoin (BTC) | $ | |||||||
| Total | $ | |||||||
As of December 31, 2024, digital assets held by lenders as collateral consisted of the following:
| Number of coins on loan | Fair Value | |||||||
| Bitcoin (BTC) | ||||||||
| Total | ||||||||
As
at December 31, 2024, the
26
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 6. | Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued) |
In the normal course of business, the Company enters into open-ended lending arrangements with certain financial institutions, whereby the Company loans certain fiat and digital assets in exchange for interest income. The Company can demand the repayment of the loans and accrued interest at any time. The digital assets on loan are included in digital assets balances above.
Digital Assets loaned
As
of December 31, 2025, the Company loaned select digital assets to borrowers at annual rates ranging from approximately
As
of December 31, 2024, the Company loaned select digital assets to borrowers at annual rates ranging from approximately
As of December 31, 2025, digital assets on loan consisted of the following:
| Number of coins on loan | Fair Value | Fair Value Share | ||||||||||
| Bitcoin (BTC) | % | |||||||||||
| Ethereum (ETH) | % | |||||||||||
| Solana (SOL) | % | |||||||||||
| SUI (SUI) | % | |||||||||||
| Total | % | |||||||||||
As of December 31, 2024, digital assets on loan consisted of the following:
| Number of coins on loan | Fair Value | |||||||
| Current | ||||||||
| Bitcoin (BTC) | ||||||||
| Ethereum (ETH) | ||||||||
| Total current digital assets on loan | ||||||||
| Total | ||||||||
The digital assets loaned are classified as follows:
| Number of coins | ||||||||
| on loan | Fair Value | |||||||
| Current | ||||||||
| Bitcoin (BTC) | ||||||||
| Ethereum (ETH) | ||||||||
| Solana (SOL) | ||||||||
| SUI (SUI) | ||||||||
| Total current digital assets on loan | ||||||||
| Long-Term | ||||||||
| Solana (SOL) | ||||||||
| SUI (SUI) | ||||||||
| Total long-term digital assets on loan | ||||||||
| Total | ||||||||
27
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 6. | Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued) |
Digital Assets loaned (continued)
As of December 31, 2025, the digital assets on loan by significant borrowing counterparty is as follow:
| Interest rates | Number of coins on loan | Fair Value | Geography | Fair Value Share | ||||||||||||||
| Counterparty A | Grand Cayman | % | ||||||||||||||||
| Counterparty F | UAE | % | ||||||||||||||||
| Counterparty H | Switzerland | % | ||||||||||||||||
| Total | % | |||||||||||||||||
| Current | ||||||||||||||||||
| Counterparty A | Grand Cayman | % | ||||||||||||||||
| Counterparty F | UAE | % | ||||||||||||||||
| Counterparty H | Switzerland | % | ||||||||||||||||
| Total current digital assets on loan | % | |||||||||||||||||
| Long-term | ||||||||||||||||||
| Counterparty A | Grand Cayman | % | ||||||||||||||||
| Counterparty F | UAE | % | ||||||||||||||||
| Total long-term digital assets on loan | % | |||||||||||||||||
| Total loaned digital assets | % | |||||||||||||||||
As of December 31, 2024, the digital assets on loan by significant borrowing counterparty is as follow:
| Interest rates | Number of coins on loan | Fair Value | Geography | Fair Value Share | ||||||||||||||||
| Current | ||||||||||||||||||||
| Counterparty F | UAE | % | ||||||||||||||||||
| Counterparty H | Switzerland | % | ||||||||||||||||||
| Total current digital assets on loan | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
The Company’s digital assets
on loan are exposed to credit risk. The Company limits its credit risk by placing its digital assets on loan with high credit quality
financial institutions that have sufficient capital to meet their obligations as they come due and on which the Company has performed
internal due diligence procedures. The Company’s due diligence procedures may include, but are not limited to, review of the financial
position of the borrower, review of the internal control practices and procedures of the borrower, review of market information, and monitoring
the Company’s risk exposure thresholds. Digital asset loan receivables are assessed for expected credit losses under IFRS 9 using
a loss-rate approach. Counterparty A is subject to a
The fair value of the SUI digital assets on loan include a discount for lack of marketability since the SUI coins are locked and not freely transferrable as at December 31, 2025. These coins unlock intermittently through April 2028. The DLOM was determined using the Finerty model. The model works by treating this loss of marketability as the equivalent of a European put option, which provides protection against price declines during the period the assets cannot be sold. By estimating the value of such a hypothetical put option, based on factors like the underlying stock price, volatility, risk-free rate, and expected holding period. No separate ECL was recorded for the SUI digital assets as management feels that any relevant default risk is captured in the fair value assumptions of the digital assets. The SUI digital assets are considered a level 3 in the financial instrument hierarchy (Note 23).
| Borrower | Asset | Quantity | Current | Non-current | Gross Total | ECL | Net Total | |||||||||||||||||||||
| Counterparty A | SOL | ( | ) | |||||||||||||||||||||||||
| Counterparty H | BTC | |||||||||||||||||||||||||||
| Counterparty H | ETH | |||||||||||||||||||||||||||
| Counterparty F | ETH | |||||||||||||||||||||||||||
| Counterparty F | SUI | |||||||||||||||||||||||||||
| ( | ) | |||||||||||||||||||||||||||
28
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 6. | Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued) |
As of December 31, 2025, the Company
has staked select digital assets to borrowers at annual rates ranging from approximately
As of December 31, 2025, digital assets staked consisted of the following:
Number of coins staked | Fair Value | Fair Value Share | ||||||||||
| Ethereum (ETH) | % | |||||||||||
| Bitcoin (BTC) | % | |||||||||||
| Cardano (ADA) | % | |||||||||||
| Core (CORE) | % | |||||||||||
| Polkadot (DOT) | % | |||||||||||
| Solana (SOL) | % | |||||||||||
| Hyperliquid (HYPE) | % | |||||||||||
| Hedera (HBAR) | % | |||||||||||
| Internet Computer (ICP) | % | |||||||||||
| Total | % | |||||||||||
As of December 31, 2024, digital assets staked consisted of the following:
Number of coins staked | Fair Value | Fair Value Share | ||||||||||
| Bitcoin | % | |||||||||||
| Cardano | % | |||||||||||
| Ethereum | % | |||||||||||
| Core | % | |||||||||||
| Polkadot | % | |||||||||||
| Solana | % | |||||||||||
| Total | $ | % | ||||||||||
As of December 31, 2025, the digital assets staked by significant borrowing counterparty is as follow:
| Interest rates | Number of coins staked | Fair Value | Geography | Fair Value Share | ||||||||||||||
| Counterparty H | Switzerland | % | ||||||||||||||||
| Counterparty M | United States | % | ||||||||||||||||
| Self custody | Switzerland | % | ||||||||||||||||
| Total | % | |||||||||||||||||
29
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 6. | Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued) |
As of December 31, 2024, the digital assets staked by significant borrowing counterparty is as follow:
| Interest rates | Number of coins staked | Fair Value | Geography | Fair Value Share | ||||||||||||||
| Counterparty B | Switzerland | % | ||||||||||||||||
| Counterparty M | United States | % | ||||||||||||||||
| Self custody | Switzerland | % | ||||||||||||||||
| Total | % | |||||||||||||||||
The Company’s digital assets staked are exposed to market risk, liquidity risk, lockup duration risk, loss or theft of assets and return duration risk. These risks include:
| a) | Ethereum and Polkdot staking exposes the Company to an unbounding period liquidity restriction (approximately 28 days), during which time the tokens remain locked and do not earn rewards once unbounding has commenced. |
| b) | Polkadot, CORE and Hype staking may expose the Company to validator misconduct risk |
| c) | Bitcoin staking involves timelock risk, such that the coins are locked until expiry of the timelock and require a redemption transaction after expiry. |
| d) | BTC staking is described by the protocol as self-custodied with no wrapping, bridging or smart contract exposure. |
The Company places allocation limits by counterparty and only deals with high credit quality financial institutions that are believed to have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company’s due diligence procedures may include, but are not limited to, review of the financial position of the counterparty, review of the internal control practices and procedures of the counterparty, review of market information, and monitoring the Company’s risk exposure thresholds. As of December 31, 2025 and 2024, the Company does not expect a material loss on any of its digital assets staked. While the Company intends to only transact with counterparties that it believes to meets the Company staking policy criteria, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.
30
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 7. | Equity investments in digital assets at fair value through profit and loss (“FVTPL”) |
| December 31, 2025 | ||||||||||||||||||||||||
| Current | Long Term | Total | ||||||||||||||||||||||
| Quantity | Amount | Quantity | Amount | Quantity | Amount | |||||||||||||||||||
| Fund A - Solana (SOL) | $ | $ | $ | |||||||||||||||||||||
| Fund A - Avalanche (AVAX) | $ | $ | $ | |||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||
Fund B - Solana (SOL) | $ | $ | $ | |||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||
| Current | Long Term | Total | ||||||||||||||||||||||
| Quantity | Amount | Quantity | Amount | Quantity | Amount | |||||||||||||||||||
| Fund A - Solana (SOL) | $ | $ | $ | |||||||||||||||||||||
| Fund A - Avalanche (AVAX) | $ | $ | $ | |||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||
Fund B - Solana (SOL) | $ | $ | $ | |||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||
Fund A
During the year ended December 31,
2024, the Company through a subsidiary, invested $
The Solana acquired by Fund A is locked and staked, earning staking rewards during the lock period. Staking rewards will accrue while Solana is locked and will become distributable on the same unlocking schedule as the Solana. The Solana will be released by Fund A in monthly increments from January 2025 through January 2028.
The Avalanche acquired by Fund A is locked and staked, earning staking rewards during the lock period. Staking rewards will accrue while Avalanche is locked and will become distributable on the same unlocking schedule as the Avalanche.
The Avalanche will be released by Fund A in weekly increments starting July 10, 2025 and continuing through July 1, 2027.
The investments in the investment fund were initially recognized based on the latest available net asset value as determined by the investment fund’s administrator less an applicable DLOM. The values of the investments were remeasured based on quarterly valuation reports provided by the investment fund administrator less an applicable DLOM.
Fund B
During the year ended December 31,
2024, the Company invested through a subsidiary, $
The Company’s investment represents
the acquisition by Fund B of
31
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 7. | Equity investments in digital assets at fair value through profit and loss (“FVTPL”) (continued) |
The investments in Fund B were initially recognized based on the latest available net asset value as determined by Fund B’s administrator less an applicable DLOM. The values of the investments were remeasured based on quarterly valuation reports provided by Fund B’s administrator less an applicable DLOM.
The continuity of equity investments for the years ended December 31, 2025 and 2024 is as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Opening Balance | $ | $ | ||||||
| Acquisitions | ||||||||
| Disposals | ( | ) | ||||||
| Staking income | ||||||||
| Net change in realized and unrealized gain/loss | ( | ) | ||||||
| Management fees | ( | ) | ( | ) | ||||
| Transfers out to Digital Assets | ( | ) | ( | ) | ||||
| Closing Balance | $ | $ | ||||||
| 8. | Acquisitions |
Reflexivity
On February 6, 2024, the Company acquired
Details of the consideration for acquisition, net assets acquired and goodwill are as follows:
| Purchase price consideration paid: | ||||
| Fair value of shares issued | $ | |||
| Fair value of shares issued | $ | |||
| Fair value of assets and liabilities assumed: | ||||
| Cash | $ | |||
| Amounts receivable | ||||
| Prepaid expenses | ||||
| Client relationships | ||||
| Brand name | ||||
| Technology | ||||
| Deferred tax liability | ( | ) | ||
| Accounts payable | ( | ) | ||
| Customer prepayment | ( | ) | ||
| Goodwill | ||||
| Total net assets acquired | $ | |||
The goodwill acquired as part of the Reflexivity acquisition is made up of assembled workforce and implied goodwill related to Reflexivity’s management and staff experiences and Reflexivity’s reputation in the industry. It will not be deductible for tax purposes.
No material acquisition costs are recognized in the statement of operations. As Reflexivity was acquired on February 7, 2024, there is not a material difference in the amounts consolidated from February 7, 2024 and its full calendar year 2024 results.
32
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 8. | Acquisitions (continued) |
Stillman Digital
On October 7, 2024, the Company acquired
Under the terms of the transaction,
Details of the consideration for acquisition, net assets acquired and goodwill are as follows:
| Purchase price consideration paid: | ||||
| Fair value of shares issued | $ | |||
| Fair value of shares issued | $ | |||
| Fair value of assets and liabilities assumed: | ||||
| Cash | $ | |||
| Amounts receivable | ||||
| Prepaid expenses | ||||
| Digital assets | ||||
| Client relationships | ||||
| Securities | ||||
| Accounts payable | ( | ) | ||
| Other liabilities | ( | ) | ||
| Total net assets acquired | $ | |||
The goodwill acquired as part of the Stillman Digital’s acquisition is made up of assembled workforce and implied goodwill related to Stillman Digital’s management and staff experiences and Stillman Digital’s reputation in the industry. It will not be deductible for tax purposes.
Had the acquisition taken place on
January 1, 2024, the Company would have consolidated $
33
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 8. | Acquisitions (continued) |
Neuronomics AG
On January 10, 2025, the Company closed
an investment to acquire
In connection with the acquisition,
the Company issued
Details of the consideration for acquisition, net assets acquired and goodwill are as follows:
| Purchase price consideration paid: | ||||
| Cash consideration | $ | |||
| Fair value of shares issued | ||||
| Fair value of previously held investment | ||||
| Fair value of shares issued | $ | |||
| Fair value of assets and liabilities assumed: | ||||
| Cash | $ | |||
| Prepaid expenses and deposits | ||||
| Goodwill | ||||
| Trade and other payables | ( | ) | ||
| Non-controlling interest | ( | ) | ||
| Total net assets acquired | $ | |||
Had the acquisition taken place on
January 1, 2025, the Company would have consolidated $
On October 1, 2025, the Company’s
ownership of Neuronomics decreased to
34
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 9. | Intangibles assets and goodwill |
| Cost | Client relationships | Technology | Brand Name | Total | ||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ||||||||||||
| Acquisition of Reflexivity LLC | ||||||||||||||||
| Acquisition of Solana IP | ||||||||||||||||
| Acquisition of Stillman Digital | ||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ||||||||||||
| Acquisition of Neuronomics | ||||||||||||||||
| Additions | ||||||||||||||||
| Deconsolidation of Neuronomics | ( | ) | ( | ) | ||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Accumulated Amortization | Client relationships | Technology | Brand Name | Total | ||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Impairment loss | ( | ) | ( | ) | ||||||||||||
| Balance, December 31, 2024 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Deconsolidation of Neuronomics | ||||||||||||||||
| Balance, December 31, 2025 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ||||||||||||
On February 9, 2024, the Company acquired
intellectual property by issuing
Goodwill
The continuity of the goodwill acquired as part of the acquisitions is as follows:
| Balance, December 31, 2023 | $ | |||
| Acquisition of Reflexivity LLC | ||||
| Balance, December 31, 2024 | $ | |||
| Acquisition of Neuronomics | ||||
| Deconsolidation of Neuronomics | ( | ) | ||
| Impairment | ( | ) | ||
| Balance, December 31, 2025 | $ |
35
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 9. | Intangibles assets and goodwill (continued) |
Impairment test of goodwill
The Company tests goodwill annually
for impairment, or more frequently if there are indications that goodwill might be impaired. The review led to the recognition of an impairment
loss of $
The key assumptions used included in
the year ended December 31, 2025 impairment test: AUM long term growth rate of
The directors and management have considered and assessed reasonably possible changes for other key assumptions and have not identified any instances that could cause the carrying amount of the ETP CGU to exceed its recoverable amount.
| 10. | Investment in associate |
On January 10, 2025, the Company closed
an investment to acquire
The Company’s ownership of Neuronomics
during the year ended December 31, 2025 was
A continuity of the investment in Neuronomics as an associate is as follows:
| Balance as at December 31, 2024 | $ | |||
| Investment in associate | ||||
| Share of loss for the year | ( | ) | ||
| Balance as at December 31, 2025 | $ |
Summarized financial information for Neuronomics as at December 31, 2025 and for the year ended December 31, 2025 is as follows:
| December 31, 2025 | ||||
| Current and total assets | $ | |||
| Current and total liabilities | ( | ) | ||
| Total shareholders’ equity | ( | ) | ||
| Year ended December 31, 2025 | ||||
| Revenue | $ | |||
| Operating expenses | ( | ) | ||
| Net loss | ( | ) | ||
36
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 11. | Accounts payable and accrued liabilities |
| 31-Dec-25 | 31-Dec-24 | |||||||
| Corporate payables | $ | $ | ||||||
| Related party payable (Note 21) | ||||||||
| $ | $ | |||||||
| 12. | Loans payable |
Margin loan
The Company has a $
Genesis loan
On January 20, 2023, Genesis declared
bankruptcy and currently is not allowing withdrawals and not extending new loans. On March 15, 2023, the Court ruled that the Genesis
debtors may not sell, buy, trade in crypto assets without prior consent by the creditors. The Court also allowed for the payment of some
service providers required for upholding the operations but nothing beyond that. The Company’s loan with Genesis is an open term
loan. The Genesis loan and interest payable at December 31, 2025 is $
In prior periods, the digital assets
and the loan payable related to the Genesis loan payable were recorded separately on the statement of financial position. The Company
has obtained a legally enforceable right to set off the digital assets being held as collateral against the loan payable. As such, the
Company has netted the digital assets and loan payable on the statement of financial position, reducing both the Company’s digital
assets and loan payable by $
37
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 13. | ETP holders payable |
The fair market value of the Company’s ETPs as at December 31, 2025 and 2024 were as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Valour AAVE SEK | ||||||||
| Valour Aerodome SEK | ||||||||
| Valour Akash SEK | ||||||||
| Valour Algorand SEK | ||||||||
| Valour Aptos EUR | ||||||||
| Valour Aptos SEK | ||||||||
| Valour Arweave SEK | ||||||||
| Valour Arbitrum SEK | ||||||||
| Valour ASI SEK | ||||||||
| Valour Avalanche EUR | ||||||||
| Valour BCIX STOXX USD | ||||||||
| Valour Avalanche SEK | ||||||||
| Valour Binance EUR | ||||||||
| Valour Binance SEK | ||||||||
| Valour Bitcoin Carbon Neutral EUR | ||||||||
| Valour Bitcoin Physical Carbon Neutral USD | ||||||||
| Valour Bitcoin Cash SEK | ||||||||
| Valour Bitcoin Staking SEK | ||||||||
| Valour Bitcoin Zero EUR | ||||||||
| Valour Bitcoin Zero SEK | ||||||||
| Valour Bittensor SEK | ||||||||
| Valour BTC Staking EUR | ||||||||
| Valour Cardano EUR | ||||||||
| Valour Cardano SEK | ||||||||
| Valour Celestia (Tia) Sek | ||||||||
| Valour Chainlink SEK | ||||||||
| Valour Core SEK | ||||||||
| Valour Cosmos EUR | ||||||||
| Valour Cronos (Cro) Sek | ||||||||
| Valour Curve DAO SEK | ||||||||
| Valour Digital Asset Basket 10 EUR | ||||||||
| Valour Digital Asset Basket 10 SEK | ||||||||
| Valour Dogecoin EUR | ||||||||
| Valour Dogecoin SEK | ||||||||
| Valour Ethereum Physical Staking USD | ||||||||
| Valour Enjin EUR | ||||||||
| Valour Ethena (Ena) Sek | ||||||||
| Valour Ethereum Zero EUR | ||||||||
| Valour Ethereum Zero SEK | ||||||||
| Valour Fantom SEK | ||||||||
| Valour Filecoin SEK | ||||||||
| Valour Flare SEK | ||||||||
| Valour Floki SEK | ||||||||
| Valour Four SEK | ||||||||
| Valour Hedera EUR | ||||||||
| Valour Hedera Physical Staking USD | ||||||||
| Valour Hedera SEK | ||||||||
| Valour Hyperliquid (Hype) Sek | ||||||||
| Valour ICP SEK | ||||||||
| Valour ICP USD | ||||||||
| Valour Immutable SEK | ||||||||
| Valour Injective SEK | ||||||||
| Valour Iota SEK | ||||||||
| Valour Jupiter SEK | ||||||||
| Valour Kaspa SEK | ||||||||
| Valour KRG BULL BTC X2 SEK | ||||||||
| Valour KRG BULL ETH X2 SEK | ||||||||
| Valour Lido SEK | ||||||||
| Valour Litecoin SEK | ||||||||
| Valour Mantle (Mnt) Sek | ||||||||
| Valour Mantra SEK | ||||||||
| Valour Near SEK | ||||||||
| Valour OKB SEK | ||||||||
| Valour Ondo (Ondo) Sek | ||||||||
| Valour Optimism SEK | ||||||||
| Valour Pendle SEK | ||||||||
| Valour Pepe SEK | ||||||||
| Valour Pi (Pi) Sek | ||||||||
| Valour Polkadot EUR | ||||||||
| Valour Polkadot SEK | ||||||||
| Valour Polygon SEK | ||||||||
| Valour PYTH SEK | ||||||||
| Valour Quant SEK | ||||||||
| Valour Render EUR | ||||||||
| Valour Render SEK | ||||||||
| Valour Ripple SEK | ||||||||
| Valour SEI SEK | ||||||||
| Valour Shiba Inu (Shib) Sek | ||||||||
| Valour Short BTC SEK | ||||||||
| Valour Sky SEK | ||||||||
| Valour Solana EUR | ||||||||
| Valour Solana SEK | ||||||||
| Valour Stacks SEK | ||||||||
| Valour Starknet SEK | ||||||||
| Valour Stellar SEK | ||||||||
| Valour Story SEK | ||||||||
| Valour Sui EUR | ||||||||
| Valour SUI SEK | ||||||||
| Valour Tether SEK | ||||||||
| Valour The Graph SEK | ||||||||
| Valour Theta SEK | ||||||||
| Valour Thorchain SEK | ||||||||
| Valour Toncoin SEK | ||||||||
| Valour Tron SEK | ||||||||
| Valour Uniswap EUR | ||||||||
| Valour Uniswap SEK | ||||||||
| Valour Unus Sed Leo SEK | ||||||||
| Valour Vechain (Vet) Sek | ||||||||
| Valour Virtuals SEK | ||||||||
| Valour Worldcoin SEK | ||||||||
| Valour Wormhole SEK | ||||||||
| - | ||||||||
38
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 13. | ETP holders payable (continued) |
The Company’s ETP certificates are unsecured
and trade on the following European stock exchanges: Spotlight Exchange, Deutsche Borse Xetra, Gettex, Frankfurt Exchange, Euronext Amsterdam,
Euronext Paris and Lang and Schwarz Exchanges and the B3 exchange in Brazil. The Company’s ETP certificates traded on the Nordic
Growth Market (“NGM”) until September 2024. ETPs issued by the Company referencing the performance of digital assets are measured
at fair value through profit or loss. Their fair value is a function of the unadjusted quoted price of the digital asset underlying the
ETP, less any accumulated management fees. The fair value basis is consistent with the measurement of the underlying digital assets which
are measured at fair value. The Company’s policy is to hedge
| 14. | Warrant liability |
On September 25, 2025, the Company issued
On the date of issuance, the Company determined
that the fair value of the warrant liability was $
As at December 31, 2025, the Company had the following common share purchase warrants and compensation options outstanding that are classified as liabilities:
| Number outstanding & exercisable | Grant date | Expiry date | Exercise price | Fair Value | Share price | Expected volatility | Expected life (yrs) | Expected dividend yield | Risk-free interest rate | |||||||||||||||||||||||||||
| Warrant liability | $ | $ | % | % | % | |||||||||||||||||||||||||||||||
The expected volatility is based on historical
share prices of the Company. The weighted average life of the outstanding warrants was
39
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 15. | Right-of-use asset and lease liability |
In August 2025, the Company entered into a lease
agreement for an office in Switzerland. The monthly rent payable under the terms of the lease was $
Right-of-use asset
| Right-of-use asset | ||||
| Cost: | ||||
| Balance, December 31, 2024 | $ | |||
| Additions | ||||
| Foreign exchange | ( | ) | ||
| Balance, December 31, 2025 | $ | |||
| Depreciation: | ||||
| Balance, December 31, 2024 | $ | |||
| Depreciation charge for the year | ||||
| Balance, December 31, 2025 | $ | |||
| Net book value: | ||||
| As at December 31, 2025 | $ | |||
Lease liability
| Lease liability as at December 31, 2024 | $ | |||
| Additions | ||||
| Interest expense | ||||
| Lease payments | ( | ) | ||
| Lease liability as at December 31, 2025 | $ |
| December 31, 2025 | December 31, 2024 | |||||||
| Current lease liability | $ | $ | ||||||
| Non-current lease liability | ||||||||
| $ | $ | |||||||
Future undiscounted minimum lease payments for the lease agreements are as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Within one year | $ | $ | ||||||
| After one year but not more than five years | ||||||||
| More than five years | ||||||||
| $ | $ | |||||||
40
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 16. | Realized and net change in unrealized gains and (losses) on digital assets |
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Realized gain on digital assets | $ | $ | ||||||
| Unrealized loss on digital assets | ( | ) | ( | ) | ||||
| $ | ( | ) | $ | |||||
| 17. | Realized and net change in unrealized gains and (losses) on investments in equity instruments through FVTPL |
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Unrealized (loss) gain on equity investments | $ | ( | ) | $ | ||||
| Realized gain on equity investments | ||||||||
| Staking revenue | ||||||||
| Management | ( | ) | ( | ) | ||||
| $ | ( | ) | $ | |||||
| 18. | Realized and net change in unrealized gains and (losses) on ETP payables |
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Realized loss on ETPs | $ | ( | ) | $ | ( | ) | ||
| Unrealized gain / (loss) on ETPs | ( | ) | ||||||
| $ | $ | ( | ) | |||||
| 19. | Staking and lending income |
| For the year ended | December 31, 2025 | December 31, 2024 | ||||||
| Validator nodes | ||||||||
| All other counterparties | ||||||||
| Total | $ | $ | ||||||
| 20. | Expenses by nature |
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Compensation and consulting | $ | $ | ||||||
| Marketing expenses | ||||||||
| General and administration | ||||||||
| Professional fees | ||||||||
| Regulatory and transfer agent | ||||||||
| Travel expenses | ||||||||
| $ | $ | |||||||
41
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 21. | Share Capital |
| a) | As at December 31, 2025 and 2024, the Company is authorized to issue: |
| I. | Unlimited number of common shares with par value; |
| II. |
| Common Shares | Amount | |||||||
| Balance, December 31, 2023 | $ | |||||||
| Acquisition of Reflexivity LLC | ||||||||
| Acquisition of Solana IP | ||||||||
| Acquisition of Stillman Digital Inc. and Stillman Bermuda Inc. | ||||||||
| Warrants exercised | ||||||||
| Options exercised | ||||||||
| DSU exercised | ||||||||
| Treasury shares paid out | ||||||||
| Treasury shares acquired | ( | ) | ( | ) | ||||
| NCIB | ( | ) | ( | ) | ||||
| Balance, December 31, 2024 | $ | |||||||
| Acquisition of Reflexivity LLC (see Note 8) | ||||||||
| DSU exercised | ||||||||
| RSU conversion | ||||||||
| Options exercised | ||||||||
| Warrants exercised | ||||||||
| Share purchase agreement | ||||||||
| NCIB | ( | ) | ( | ) | ||||
| Private placement | ||||||||
| Share issuance costs | ( | ) | ||||||
| Treasury shares paid out | ||||||||
| Balance, December 31, 2025 | $ | |||||||
42
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 21. | Share Capital (continued) |
| b) | Issued and outstanding shares (continued) |
On June 11, 2024, under the terms
of the NCIB, the Company may, if considered advisable, purchase its common shares in open market transactions through the facilities of
the exchange and/or other Canadian alternative trading platforms, not to exceed up to
On August 21, 2025, the Company entered
a one-year period under the terms of the NCIB, allowing the Company to purchase up to
During the year ended December 31,
2025, the Company purchased and cancelled
On September 26, 2025, the Company
closed a non-brokered private placement offering of
The terms of the warrant agreement stated that if at any time during the term of the warrant, there is no effective registration statement, the warrant holder could elect to exercise the warrants by way of a cashless exercise. This violated the fixed-for-fixed criterion due to the cashless exercise option, and accordingly these warrants had been accounted for as a liability on issuance.
The Company also incurred transaction costs of $
43
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 22. | Share-based payments reserves |
Stock options, DSUs, RSUs, PSUs, and Warrants
| Options | DSU | RSUs and PSUs | Warrants | |||||||||||||||||||||||||||||||||||||||||
| Number of Options | Weighted average exercise price (CAD) | Value of options | Number of DSU | Value of DSU | Number of RSUs and PSUs | Value of RSU | Number of warrants | Weighted average exercise price (CAD) | Value of warrants | Total Value | ||||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||||||||||||||
| Exercised | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Expired / cancelled | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Granted / vested | ||||||||||||||||||||||||||||||||||||||||||||
| Exercised | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Expired / cancelled | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | $ | - | $ | $ | ||||||||||||||||||||||||||||||||||||
Stock option plan
The Company has an
ownership-based compensation scheme for executives and employees. In accordance with the terms of the plan, as approved by
shareholders at a previous annual general meeting, officers, directors and consultants of the Company may be granted options to
purchase common shares with the exercise prices determined at the time of grant. The Company has adopted a Floating Stock Option
Plan (the “Plan”), whereby the number of common shares reserved for issuance under the Plan is equivalent of up to
Each employee share option converts
into
On January 6, 2025, the Company granted
On January 28, 2025, the Company granted
On May 26, 2025, the Company granted
On May 26, 2025, the Company granted
44
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 22. | Share-based payments reserves (continued) |
Stock option plan (continued)
These options have an estimated grant
date fair value of $
On May 26, 2025, the Company granted
On July 11, 2025, the Company granted
On March 12, 2024, the Company granted
On April 23, 2024, the Company granted
On May 1, 2024, the Company granted
On May 21, 2024, the Company granted
On June 4, 2024, the Company granted
45
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 22. | Share-based payments reserves (continued) |
Stock option plan (continued)
On July 29, 2024, the Company granted
On November 4, 2024, the Company granted
On November 4, 2024, the Company granted
On December 6, 2024, the Company granted
On December 6, 2024, the Company granted
On December 6, 2024, the Company granted
The Company recorded $
46
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 22. | Share-based payments reserves (continued) |
Stock option plan (continued)
The following stock options were outstanding at December 31, 2025:
| Number outstanding | Number exercisable | Grant date | Expiry date | Exercise price | Vested fair value at reporting date | Grant date share price (CAD) | Expected volatility | Expected life (yrs) | Expected dividend yield | Risk-free interest rate | ||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
| $ | $ | % | % | % | ||||||||||||||||||||||||||||||||||
47
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 22. | Share-based payments reserves (continued) |
Stock option plan (continued)
The weighted average remaining contractual
life of the options exercisable at December 31, 2025 was
Warrants
As at December 31, 2025, the Company had share purchase warrants outstanding as follows:
| Number outstanding & exercisable | Grant date | Expiry date | Exercise price | Fair Value | Grant date share price (CAD) | Expected volatility | Expected life (yrs) | Expected dividend yield | Risk-free interest rate | |||||||||||||||||||||||||||
| Warrants | $ | $ | % | % | % | |||||||||||||||||||||||||||||||
| Warrant issue costs | ( | ) | ||||||||||||||||||||||||||||||||||
See Note 14 for warrant liability.
Deferred Share Units Plan (DSUs)
In August 2025, the Company adopted
the Omnibus Plan. Eligible participants of the Omnibus Plan include any director, officer, employee or consultant of the Company. The
Board fixes the vesting terms it deems appropriate when granting DSUs. The number of DSUs that may be granted under the Omnibus Plan may
not exceed
On January 6, 2025, the Company granted
On January 28, 2025, the Company granted
On May 26, 2025, the Company granted
On May 26, 2025, the Company granted
On May 26, 2025, the Company granted
On July 11, 2025, the Company granted
On May 21, 2024, the Company granted
48
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 22. | Share-based payments reserves (continued) |
Deferred Share Units Plan (DSUs) (continued)
On July 29, 2024, the Company granted
On September 24, 2024, the Company
granted
On November 4, 2024, the Company granted
On November 21, 2024, the Company granted
On December 6, 2024, the Company granted
On December 6, 2024, the Company granted
The Company recorded $
Restricted Share Units Plan (RSUs)
On May 20, 2025, the Company adopted
the Omnibus Plan, which allows for the issuance of RSUs. Eligible participants of the plan include any director, officer, employee or
consultant of the Company. The Board fixes the vesting terms it deems appropriate when granting RSUs. The number of RSUs that may be granted
under the Omnibus Plan may not exceed
On October 16, 2025, the Company granted
On October 16, 2025, the Company granted
On November 5, 2025, the Company granted
On November 5, 2025, the Company granted
49
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 22. | Share-based payments reserves (continued) |
Restricted Share Units Plan (RSUs) (continued)
On November 28, 2025, the Company granted
Performance Share Units Plan (PSUs)
On May 20, 2025, the Company adopted
the share incentive plan, which allows for the issuance of PSUs. Eligible participants of the share incentive plan include any director,
officer, employee or consultant of the Company. The Board fixes the vesting terms it deems appropriate when granting PSUs. The number
of PSUs that may be granted under the share incentive plan may not exceed
On October 30, 2025, the Company granted
On October 30, 2025, the Company granted
On November 5, 2025, the Company granted
50
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 23. | Financial instruments |
Financial assets and financial liabilities as at December 31, 2025 and 2024 are as follows:
| Asset / (liabilities) at amortized cost | Assets / (liabilities) at fair value through profit/(loss) | Total | ||||||||||
| December 31, 2024 | ||||||||||||
| Cash | $ | $ | $ | |||||||||
| Client Cash Deposits | ||||||||||||
| Digital assets, digital assets loaned, and digital assets staked | ||||||||||||
| Equity investments | ||||||||||||
| Public investments | ||||||||||||
| Private investments | ||||||||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||||||
| Loan payable | ( | ) | ( | ) | ||||||||
| Trading liabilities | ( | ) | ( | ) | ||||||||
| ETP holders payable | ( | ) | ( | ) | ||||||||
| December 31, 2025 | ||||||||||||
| Cash | $ | $ | $ | |||||||||
| Client Cash Deposits | ||||||||||||
| Digital assets, digital assets loaned, and digital assets staked | ||||||||||||
| Equity investments | ||||||||||||
| Public investments | ||||||||||||
| Private investments | ||||||||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||||||
| Loan payable | ( | ) | ( | ) | ||||||||
| Lease liability | ( | ) | ( | ) | ||||||||
| Warrant liability | ( | ) | ( | ) | ||||||||
| Trading liabilities | ( | ) | ( | ) | ||||||||
| ETP holders payable | ( | ) | ( | ) | ||||||||
The Company’s financial instruments are exposed to several risks, including market, liquidity, credit and currency risks. There have been no significant changes in the risks, objectives, policies and procedures from the previous year. A discussion of the Company’s use of financial instruments and their associated risks is provided below:
Credit risk
Credit risk arises from the non-performance by counterparties of contractual financial obligations. The Company’s primary counterparty related to its cash carries an investment grade rating as assessed by external rating agencies. The Company maintains all or substantially all of its cash with a major financial institution domiciled in Canada, the United States and Europe. Deposits held with this institution may exceed the amount of insurance provided on such deposits.
Expected credit losses related to digital
assets loaned are recorded in the bad debt expense on the consolidated statement of operations (Note 6 and Note 12). Expected credit losses
related to collateral provided on the Company’s loan payable has been recorded through unrealized losses on digital assets in the
statement of operations.
| Asset | Quantity | Current | Non-current | Gross Total | ECL | Net Total | ||||||||||||||||||||||
| Counterparty A | SOL | ( | ) | |||||||||||||||||||||||||
| Genesis | BTC | ( | ) | |||||||||||||||||||||||||
51
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 23. | Financial instruments (continued) |
Regulatory Risks
As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on the DeFi ecosystem or any cryptocurrency, project or protocol that the Company may hold is impossible to predict, but such change could be substantial and adverse to the space as a whole, as well as potentially to the Company. Governments may, in the future, restrict or prohibit the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency mining companies to additional regulation.
Custodian Risks
The Company uses multiple custodians (or third-party “wallet providers”) to hold digital assets for its DeFi Ventures business line as well as for digital assets underlying Valour Cayman ETPs. Such custodians may or may not be subject to regulation by U.S. state or federal or non-U.S. governmental agencies or other regulatory or self-regulatory organizations. The Company could have a high concentration of its digital assets in one location or with one custodian, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. Custodians may not indemnify us against any losses of digital assets. Digital assets held by certain custodians may be transferred into “cold storage” or “deep storage,” in which case there could be a delay in retrieving such digital assets. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect our trading execution, the value of our and the value of any investment in our common shares. Furthermore, there is, and is likely to continue to be, uncertainty as to how U.S. and non-U.S. laws will be applied with respect to custody of cryptocurrencies and other digital assets held on behalf of clients. For example, U.S.- regulated investment advisers may be required to keep client “funds and securities” with a “qualified custodian”; there remain numerous questions about how to interpret and apply this rule, and how to identify a “qualified custodian” of, digital assets, which are obviously kept in a different way from the traditional securities with respect to which such rules were written. The uncertainty and potential difficulties associated with this question and related questions could materially and adversely affect our ability to continuously develop and launch our business lines. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect the execution of hedging ETPs, the value of the Company’s assets and the value of any investment in the Common Shares.
Liquidity risk
Liquidity risk is the risk that the
Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and
operating results may be adversely affected if the Company’s access to the capital markets is hindered, whether as a result of a
downturn in stock market conditions generally or related to matters specific to the Company, or if the value of the Company’s investments
declines, resulting in losses upon disposition. In addition, some of the investments the Company holds are lightly traded public corporations
or not publicly traded and may not be easily liquidated. The Company generates cash flow from proceeds from the disposition of its investments
and digital assets. There can be no assurances that sufficient funding, including adequate financing, will be available to cover the general
and administrative expenses necessary for the maintenance of a public company. All of the Company’s assets, liabilities and obligations
are due within
The Company manages liquidity risk by maintaining adequate cash balances
and liquid investments and digital assets. The Company continuously monitors and reviews both actual and forecasted cash flows, and also
matches the maturity profile of financial and non-financial assets and liabilities. As at December 31, 2025, the Company had current assets
of $
52
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 23. | Financial instruments (continued) |
The following table shows the Company’s source of liquidity by assets / (liabilities) as at December 31, 2025 and 2024:
| December 31, 2025 | ||||||||||||
| Total | Less than 1 year | 1-3 years | ||||||||||
| Cash | $ | $ | $ | |||||||||
| Client cash deposits | ||||||||||||
| Prepaid expenses | ||||||||||||
| Digital assets, digital assets loaned, and digital assets staked | ||||||||||||
| Public Investments | ||||||||||||
| Private investments | ||||||||||||
| Equity investments | ||||||||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||||||
| Loan payable | ( | ) | ( | ) | ||||||||
| Trading liabilities | ( | ) | ( | ) | ||||||||
| Lease liability | ( | ) | ( | ) | ( | ) | ||||||
| ETP holders payable | ( | ) | ( | ) | ||||||||
| Total assets / (liabilities) | $ | $ | $ | |||||||||
| December 31, 2024 | ||||||||||||
| Total | Less than 1 year | 1-3 years | ||||||||||
| Cash | $ | $ | $ | |||||||||
| Client cash deposits | ||||||||||||
| Prepaid expenses | ||||||||||||
| Digital assets, digital assets loaned, and digital assets staked | ||||||||||||
| Public Investments | ||||||||||||
| Private investments | ||||||||||||
| Equity investments | ||||||||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||||||
| Loan payable | ( | ) | ( | ) | ||||||||
| Trading liabilities | ( | ) | ( | ) | ||||||||
| ETP holders payable | ( | ) | ( | ) | ||||||||
| Total assets / (liabilities) | $ | ( | ) | $ | ( | ) | $ | |||||
53
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 23. | Financial instruments (continued) |
Digital assets included in the table above are non-financial assets except USDC. For the purposes of liquidity risk analysis, these non-financial assets were included as they are mainly utilized to pay off any redemptions related to ETP holders payable, a financial liability. The lent and staked digital assets fall under the “less than 1 year” bucket.
Market risk
The Company is exposed to market risk
in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favorable prices.
At December 31, 2025,
| (a) | Price and concentration risk |
The Company is exposed to market risk
in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favorable prices.
In addition, most of the Company’s investments are in the technology and resource sector. At December 31, 2025, the company had
| (b) | Interest rate risk |
The Company’s cash is subject
to interest rate cash flow risk as it carries variable rates of interest. The Company’s interest rate risk management policy is
to purchase highly liquid investments with a term to maturity of
| (c) | Currency risk |
Currency risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company’s operations are exposed to foreign exchange fluctuations, which could have a significant adverse effect on its results of operations from time to time. The Company’s foreign currency risk arises primarily with respect to Canadian dollar, Euro, Swiss Franc, Swedish Krona and British Pound. Fluctuations in the exchange rates between this currency and the U.S. dollar could have a material effect on the Company’s business, financial condition and results of operations. The Company does not engage in any hedging activity to mitigate this risk. The Company reduces its currency risk by maintaining minimal cash balances held in foreign currency.
As at December 31, 2025 and 2024, the Company had the following financial and non-financial assets and liabilities, (amounts posted in Canadian dollars) denominated in foreign currencies:
| December 31, 2025 | ||||||||||||||||||||||||
| Canadian Dollars | British Pound | Swiss Franc | Swedish Krona | European Euro | Arab Emirates Dirham | |||||||||||||||||||
| Cash | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Private investments | ||||||||||||||||||||||||
| Prepaid investment | ||||||||||||||||||||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| ETP holders payable | ( | ) | ( | ) | ||||||||||||||||||||
| Net assets (liabilities) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||
| Canadian Dollars | Britsh Pound | Swiss Franc | Swedish Krona | European Euro | Arab Emirates Dirham | |||||||||||||||||||
| Cash | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Private investments | ||||||||||||||||||||||||
| Prepaid investment | ||||||||||||||||||||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Net assets (liabilities) | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||
54
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 23. | Financial instruments (continued) |
A
| (d) | Digital currency risk factors: Perception, Evolution, Validation and Valuation |
A digital currency does not represent an intrinsic value or a form of credit. Its value is a function of the perspective of the participants within the marketplace for that digital currency. The price of the digital currency fluctuates as a result of supply and demand pressures that accumulate in the market for it.
Having a finite supply (in the case of many but not all digital currencies), the more people who want to own that digital currency, the more the market price increases and vice-versa.
The most common means of determining the value of a digital currency is through one or more cryptocurrency exchanges where that digital currency is traded. Such exchanges publicly disclose the “times and sales” of the various listed pairs. As the marketplace for digital currencies evolves, the process for assessing value will become increasingly sophisticated.
| (e) | Fair value of financial instruments |
The Company has determined the carrying values of its financial instruments as follows:
| i. | The carrying values of cash, amounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. |
| ii. | Public and private investments are carried at amounts in accordance with the Company’s accounting policies as set out in Note 2 in the Company’s December 31, 2025 financial statements. |
| iii. | Digital assets classified as financial assets relate to USDC which is measured at fair value. |
| iv. | Warrant liability carried at its fair value. |
The following table illustrates the classification and hierarchy of the Company’s financial instruments, measured at fair value in the statements of financial position as at December 31, 2025 and 2024.
55
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 23. | Financial instruments (continued) |
| (e) | Fair value of financial instruments (continued) |
Level 1 (Quoted Market price) | Level 2 (Valuation technique -observable market Inputs) | Level 3 (Valuation technique - non-observable market inputs) | Total | |||||||||||||
| Privately traded investments | $ | $ | $ | $ | ||||||||||||
| Digital assets | ||||||||||||||||
| Equity investments | ||||||||||||||||
| Publicly traded investments | ||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | ||||||||||||
| Privately traded investments | $ | $ | $ | $ | ||||||||||||
| Digital assets | ||||||||||||||||
| Equity investments | ||||||||||||||||
| Publicly traded investments | ||||||||||||||||
| Warrant liability | ( | ) | ( | ) | ||||||||||||
| December 31, 2025 | $ | $ | $ | $ | ||||||||||||
Level 1 Hierarchy
The following table presents the changes in fair value measurements of financial instruments classified as Level 1 during the years ended December 31, 2025 and 2024. These financial instruments are measured at fair value based utilizing quoted market prices. The net realized losses and net unrealized gains are recognized in the statements of loss.
| Level 1 investments, financial assets at fair value | December 31, 2025 | December 31, 2024 | ||||||
| Opening balance | $ | $ | ||||||
| Realized loss on investments | ( | ) | ||||||
| Transferred from level 3 | ||||||||
| Investments sold | ( | ) | ||||||
| $ | $ | |||||||
56
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 23. | Financial instruments (continued) |
| (e) | Fair value of financial instruments (continued) |
Level 2 Hierarchy
The following table presents the changes in fair value measurements of financial instruments classified as Level 2 during the years ended December 31, 2025 and 2024. These financial instruments are measured at fair value utilizing observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.
| Level 2 investments, financial assets at fair value | December 31, 2025 | December 31, 2024 | ||||||
| Opening balance | $ | $ | ||||||
| Digital assets acquired | ||||||||
| Digital assets disposed | ( | ) | ( | ) | ||||
| Digital assets earned from staking, lending and fees | ||||||||
| Realized gain on digital assets | ||||||||
| Unrealized losses on digital assets | ( | ) | ( | ) | ||||
| Settlement of Genesis loan | ( | ) | ||||||
| Digital assets transferred in from level 3 | ||||||||
| Fees and other | ( | ) | ||||||
| $ | $ | |||||||
Level 3 Hierarchy
The following table presents the changes in fair value measurements of financial instruments classified as Level 3 during the years ended December 31, 2025 and 2024. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.
| Level 3 investments, financial assets at fair value | December 31, 2025 | December 31, 2024 | ||||||
| Opening balance | $ | $ | ||||||
| Purchases | ||||||||
| Transferred to level 1 | ( | ) | ( | ) | ||||
| Acquired as subsidiary | ( | ) | ||||||
| Realized gain | ||||||||
| Unrealized (loss)/ gain | ( | ) | ||||||
| Transferred to level 2 | ( | ) | ||||||
| Foreign exchange gain | ( | ) | ||||||
| Equity investments disposed | ( | ) | ||||||
| Digital assets earned from staking, lending and fees | ||||||||
| $ | $ | |||||||
Within Level 3, the Company includes private company investments that are not quoted on an exchange. The key assumptions used in the valuation of these instruments include (but are not limited to) the value at which a recent financing was done by the investee, company-specific information, trends in general market conditions and the share performance of comparable publicly traded companies.
57
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 23. | Financial instruments (continued) |
| (e) | Fair value of financial instruments (continued) |
| Level 3 investments, financial liabilities at fair value | December 31, 2025 | December 31, 2024 | ||||||
| Opening balance | $ | $ | ||||||
| Warrants granted | ||||||||
| Change in fair value | ( | ) | ||||||
| $ | $ | |||||||
As valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within short periods of time and are based on estimates, determination of fair value may differ materially from the values that would have resulted if a ready market existed for the investments. Given the size of the private investment portfolio, such changes may have a significant impact on the Company’s financial condition or operating results.
The following table presents the fair value, categorized by key valuation techniques and the unobservable inputs used within Level 3 as at December 31, 2025 and 2024.
| Description | Fair value | Valuation technique | Significant input(s) | Range of input(s) | ||||||
| 3iQ Corp. | $ | |||||||||
| Luxor Technology Corporation | ||||||||||
| Neuronomics AG | ||||||||||
| Amina Bank | ||||||||||
| ZKP Corporation | ||||||||||
| Brazil Potash Corp. | ||||||||||
| Equity Investments in digital | ||||||||||
| December 31, 2024 | $ | |||||||||
| Luxor Technology Corporation | $ | |||||||||
| Amina Bank | ||||||||||
| ZKP Corporation | ||||||||||
| Global Benchmarks AB | ||||||||||
| CH Technical Solutions SA | ||||||||||
| Canada Stablecorp Inc. | ||||||||||
| Continental Stable Coin | ||||||||||
| Bonsol Labs Inc. | ||||||||||
| TenX Protocols Inc. | ||||||||||
| Equity Investments in digital | marketability | |||||||||
| Digital assets on loan | ||||||||||
| December 31, 2025 | $ | |||||||||
58
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 23. | Financial instruments (continued) |
| (e) | Fair value of financial instruments (continued) |
3iQ Corp. (“3iQ”)
On March 31, 2020, the Company acquired
Luxor Technology Corporation (“LTC”)
On December 29, 2020, the Company subscribed
$
Amina Bank AG (“Amina”)
On January 14, 2022, the Company invested
$
ZKP Corporation (“ZKP”)
On August 2, 2024, the Company invested
$
Global Benchmarks AB (“Global Benchmarks”)
On September 24, 2024, the Company
invested $
CH Technical Solutions SA (“CH Technical”)
On September 24, 2024, the Company
invested $
TenX Protocols Inc. (“TenX”)
On July 24, 2025, the Company invested
$
Canada Stablecorp Inc.
On September 9, 2025, the Company invested
$
59
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 23. | Financial instruments (continued) |
| (e) | Fair value of financial instruments (continued) |
Continental Stable Coin
On July 25, 2025, the Company invested
$
Bonsol Labs Inc. (“Bonsol”)
On November 13, 2025, the Company invested
$
SUI Digital Assets Loaned at FVTPL
During Q2 2025, the Company invested
$
Equity Investments in Digital Assets Funds at FVTPL (“Equity Investments”)
During Q2 2024, the Company invested
$
| 24. | Digital asset risk |
| (a) | Digital currency risk factors: Risks due to the technical design of cryptocurrencies |
The source code of many digital currencies, such as Bitcoin, is public and may be downloaded and viewed by anyone. As with all code, there may be a bug in the respective code which is yet to be found and repaired and can ultimately jeopardize the integrity and security of one or more of these networks.
Should miners for reasons yet unknown cease to register completed transactions within blocks which have been detached from the block chain, the confidence in the protocol and network will be reduced, which will reduce the value of the digital currency associated with that protocol, and the ETP payable balances that are valued with reference to the respective digital asset.
Protocols for most digital assets or cryptocurrencies are public open-source software, they could be particularly vulnerable to hacker attacks, which could be damaging for the digital currency market and may be the cause for investors to choose other currencies or assets to invest in.
60
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 24. | Digital asset risk (continued) |
| (b) | Digital currency risk factors: Ownership, Wallets |
Rather than the actual cryptocurrency (which are “stored” on the blockchain), a cryptocurrency wallet stores the information necessary to transact the cryptocurrency. Those digital credentials are needed so one can access and spend the underlying digital assets. Some use public-key cryptography in which two cryptographic keys, one public and one private, are generated and stored in a wallet. There are several types of wallets:
| - | Hardware wallets are USB-like hardware devices with a small screen built specifically for handling private keys and public keys/addresses. |
| - | Paper wallets are simply paper printouts of private and public addresses. |
| - | Desktop wallets are installable software programs/apps downloaded from the internet that hold your private and public keys/addresses. |
| - | Mobile wallets are wallets installed on a mobile device and are thus always available and connected to the internet. |
| - | Web wallets are hot wallets that are always connected to the internet that can be stored in a browser or can be “hosted” by third party providers such as an exchange. |
| (c) | Digital currency risk factors: Political, regulatory risk and technology in the market of digital currencies |
The legal status of digital currencies, inter alia Bitcoin varies between different countries. The lack of consensus concerning the regulation of digital currencies and how such currencies shall be handled tax wise causes insecurity regarding their legal status. As all digital currencies remain largely unregulated assets, there is a risk that politics and future regulations may negatively impact the market of digital currencies and companies operating in such market. It is impossible to estimate how politics and future regulations may affect the market. However, future regulations and changes in the legal status of the digital currencies is a political risk which may affect the price development of the tracked digital currencies.
The perception (and the extent to which it is held) that there is significant usage of the digital assets in connection with criminal or other illicit purposes, could materially influence the development and regulation of digital assets (potentially by curtailing the same).
As technological change occurs, the security threats to the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets will likely adapt and previously unknown threats may emerge. The Company’s ability to adopt technology in response to changing security needs or trends may pose a challenge to the safekeeping of the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets. To the extent that the Company is unable to identify and mitigate or stop new security threats, the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets may be subject to theft, loss, destruction or other attack.
| 25. | Capital management |
The Company considers its capital to consist of share capital, share based payments reserves and deficit. The Company’s objectives when managing capital are:
| a) | to allow the Company to respond to changes in economic and/or marketplace conditions by maintaining the Company’s ability to purchase new investments; |
| b) | to give shareholders sustained growth in value by increasing shareholders’ equity; while |
| c) | taking a conservative approach towards financial leverage and management of financial risks. |
The Company’s management reviews its capital structure on an on-going basis and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying investments. The Company’s current capital is composed of its shareholders’ equity and, to-date, has adjusted or maintained its level of capital by:
| a) | raising capital through equity financings; and |
| b) | realizing proceeds from the disposition of its investments |
The Company is not subject to any capital
requirements imposed by a lending institution or regulatory body, other than the (a) CBOE Canada (formerly NEO Exchange) which requires
one of the following to be met: (i) shareholders equity of at least CAD$
61
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 26. | Related party disclosures |
| a) |
| % equity interest | ||||
| DeFi Holdings (Bermuda) Ltd. | ||||
| Reflexivity LLC | ||||
| Valour Inc. | ||||
| DeFi Europe AG | ||||
| Stillman Digital Inc. | ||||
| Stillman Bermuda Ltd. | ||||
| Valour Digital Securities Limited | ||||
| b) | Compensation of key management personnel of the Company |
In accordance with IAS 24, key management
personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company
directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and key executives
is determined by the remuneration committee having regard to the performance of individuals and market trends.
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Short-term benefits | $ | $ | ||||||
| Shared-based payments | ||||||||
| $ | $ | |||||||
During the year ended December 31,
2024, the Company paid management $
| c) | During the year ended December 31, 2025, the Company incurred $ |
During the year ended December 31,
2024, Valour purchased
During the year ended December 31,
2024, the Company paid management $
The Company has a diversified base
of investors. To the Company’s knowledge, no one holds more than
The Company announced a full-stack
sovereign finance framework to modernize the $
62
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 26. | Related party disclosures (continued) |
| d) | The Company’s directors and officers may have investments in and hold management and/or director
and officer positions in some of the investments that the Company holds. |
| Investment | Nature of relationship to investment | Estimated Fair Value | ||||
| ZKP Corporation* | $ | |||||
| Global Benchmarks AB* | ||||||
| Total investment - December 31, 2025 | $ | |||||
*
| Investment | Nature of relationship to investment | Estimated Fair Value | ||||
| Brazil Potash Corporation | $ | |||||
| ZKP Corporation* | ||||||
| Total investment - December 31, 2024 | $ | |||||
*
| 27. | Commitments and contingencies |
Management Contracts Commitments
The Company is party to certain management
contracts. These contracts require that additional payments of up to approximately $
Legal Commitments and Class Action Lawsuit in the United States
The Company is, from time to time, involved in various claims and legal proceedings including a class action lawsuit filed against the Company and certain officers in the United States District Court for the Eastern District of New York which alleges that the Defendants made false and / or misleading statements and / or failed to disclose that: (i) DeFi Technologies was facing delays in executing its DeFi arbitrage strategy, which at all relevant times was a key revenue driver for the Company; (ii) DeFi Technologies had understated the extent of competition it faced from other Digital Asset Treasury companies and the extent to which that competition would negatively impact its ability to execute its DeFi arbitrage strategy; (iii) as a result of the foregoing issues, the Company was unlikely to meet its previously issued revenue guidance for the fiscal year 2025; (iv) accordingly, Defendants had downplayed the true scope and severity of the negative impact that the foregoing issues were having on DeFi Technologies’ business and financial results; and (v) as a result, Defendants’ public statements were materially false and misleading at all relevant times.
The Company does not agree with the allegations in the Class Action Lawsuit and intends to vigorously defend itself in Court. Based on the input from its external legal counsel and the early stage of this dispute, the Company believes in the merits of its legal defenses and as such has not accrued for any potential loss in these financial statements. The Company cannot reasonably predict the likelihood or outcome of these activities. This litigation is at an early stage and the Company cannot presently estimate the likelihood of loss or amount of loss that may be incurred as a result of this lawsuit.
63
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 28. | Operating segments |
The Company operates in various business lines based on where the subsidiaries operate. Valour operates the Company’s ETPs business line which involves issuing ETPs, hedging against the underlying digital asset, lending and staking of digital assets and management fees earned on the ETPs as well as any DeFi Alpha related transactions. Reflexivity operates the Company’s research firm and Stillman and Stillman Bermuda operate the trading platform.
Information about the Company’s assets by segment is detailed below.
| December 31, 2025 | DeFi | Reflexivity | Stillman Digital | Valour Inc | Total | |||||||||||||||
| Cash | ||||||||||||||||||||
| Client cash deposits | ||||||||||||||||||||
| Public investments, at fair value through profit and loss | ||||||||||||||||||||
| Prepaid expenses | ||||||||||||||||||||
| Digital assets, digital assets loaned, and digital assets staked | ||||||||||||||||||||
| Equity instruments | ||||||||||||||||||||
| Right-of-use assets | ||||||||||||||||||||
| Investment in associate | ||||||||||||||||||||
| Other non-current assets | ||||||||||||||||||||
| Total assets | ||||||||||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||||||||
| Loans payable | ||||||||||||||||||||
| Trading liabilities | ||||||||||||||||||||
| Warrant liability | ||||||||||||||||||||
| Lease liability | ||||||||||||||||||||
| ETP holders payable | ||||||||||||||||||||
| Total liabilities | ||||||||||||||||||||
| December 31, 2024 | DeFi | Reflexivity | Stillman Digital | Valour Inc | Total | |||||||||||||||
| Cash | ||||||||||||||||||||
| Client cash deposits | ||||||||||||||||||||
| Prepaid expenses | ||||||||||||||||||||
| Public investments, at fair value through profit and loss | ||||||||||||||||||||
| Digital assets, digital assets loaned, and digital assets staked | ||||||||||||||||||||
| Equity instruments | ||||||||||||||||||||
| Property, plant and equipment | ||||||||||||||||||||
| Other non-current assets | ||||||||||||||||||||
| Total assets | ||||||||||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||||||||
| Loans payable | ||||||||||||||||||||
| Trading liabilities | ||||||||||||||||||||
| ETP holders payable | ||||||||||||||||||||
| Total liabilities | ||||||||||||||||||||
64
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 28. | Operating segments (continued) |
Information about the Company’s revenues and expenses by segment is detailed below:
| Year ended December 31, 2025 | DeFi | Reflexivity | Stillman Digital | Neuronomics | Valour Inc. | Total | ||||||||||||||||||
| Staking and lending income | ||||||||||||||||||||||||
| Trading commissions | ||||||||||||||||||||||||
| Management fees | ||||||||||||||||||||||||
| Research revenue | ||||||||||||||||||||||||
| Advisory revenue | ||||||||||||||||||||||||
| Revenues excluding realized and net change in unrealized gains (losses) | ||||||||||||||||||||||||
| Realized and net change in unrealized (losses) gains on digital assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Realized and net change in unrealized loss on equity investments | ( | ) | ( | ) | ||||||||||||||||||||
| Realized and net change in unrealized gains on ETP payables | ||||||||||||||||||||||||
| Revenues from realized and net change in unrealized (losses) gains | ( | ) | ( | ) | ||||||||||||||||||||
| Total revenues | ( | ) | ||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||
| Operating, general and administration | ||||||||||||||||||||||||
| Share based payments | ||||||||||||||||||||||||
| Depreciation - property, plant and equipment | ||||||||||||||||||||||||
| Amortization - right-of-use asset | ||||||||||||||||||||||||
| Amortization - intangibles | ||||||||||||||||||||||||
| Fees and commissions | ||||||||||||||||||||||||
| Foreign exchange (gain) loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||
| Operating (loss) income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Realized (loss) on investments, net | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Unrealized (loss) on investments, net | ( | ) | ( | ) | ||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Finance costs | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Financing expense | ( | ) | ( | ) | ||||||||||||||||||||
| Gain on deconsolidation | ||||||||||||||||||||||||
| Loss on investment in associate | ( | ) | ( | ) | ||||||||||||||||||||
| Change in fair value of warrant liabilities | ||||||||||||||||||||||||
| Bad debt expense | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Impairment loss | ( | ) | ( | ) | ||||||||||||||||||||
| Total other income (expenses) | ( | ) | ( | ) | ||||||||||||||||||||
| Net (loss) income for the year before taxes | ( | ) | ( | ) | ||||||||||||||||||||
| Current taxes | ( | ) | ||||||||||||||||||||||
| Net (loss) income after tax | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||||||
| Foreign currency translation (loss) gain | ||||||||||||||||||||||||
| Net (loss) income and comprehensive (loss) income for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
65
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 28. | Operating segments (continued) |
| For the year ended December 31, 2024 | DeFi | Reflexivity | Stillman Digital | Valour Inc. | Total | |||||||||||||||
| Staking and lending income | ||||||||||||||||||||
| Management fees | ||||||||||||||||||||
| Trading commissions | ||||||||||||||||||||
| Research revenue | ||||||||||||||||||||
| Revenues excluding realized and net change in unrealized gains (losses) | ||||||||||||||||||||
| Realized and net change in unrealized gains and (losses) on digital assets | ||||||||||||||||||||
| Unrealized gain on equity investments | ||||||||||||||||||||
| Realized and net change in unrealized gains and (losses) on ETP payables | ( | ) | ( | ) | ||||||||||||||||
| Revenues from realized and net change in unrealized gains (losses) | ||||||||||||||||||||
| Total revenues | ||||||||||||||||||||
| Expenses | ||||||||||||||||||||
| Operating, general and administration | ||||||||||||||||||||
| Share based payments | ||||||||||||||||||||
| Depreciation - property, plant and equipment | ||||||||||||||||||||
| Amortization - intangibles | ||||||||||||||||||||
| Fees and commissions | ||||||||||||||||||||
| Foreign exchange (gain) loss | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Total operating expenses | ||||||||||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Realized (loss) on investments, net | ||||||||||||||||||||
| Unrealized (loss) on investments, net | ||||||||||||||||||||
| Interest income | ||||||||||||||||||||
| Finance costs | ( | ) | ( | ) | ||||||||||||||||
| Provision on accounts receivable | ( | ) | ( | ) | ||||||||||||||||
| Impairment loss | ( | ) | ( | ) | ||||||||||||||||
| Total other income (expenses) | ( | ) | ||||||||||||||||||
| Net income (loss) for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||
| Foreign currency translation (loss) gain | ( | ) | ||||||||||||||||||
| Net (loss) income and comprehensive (loss) income for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||
DeFi Alpha is a division within Valour Inc. looking for arbitrage trading opportunities. It does not have its own statement of financial position but leverages Valour Inc’s equity for its trades. The CODM only reviews DeFi Alpha’s trading operating results as part of its consolidated review of Valour and hence it has not been presented separately in the table above. The comparative period has been restated to align with the current period presentation.
66
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 29. | Earning per share |
The following table presents the calculation of basic and fully diluted earnings per common share for the years ended December 31, 2025 and 2024:
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net income (loss) after taxes | $ | $ | ( | ) | ||||
Denominator: Weighted average number of common shares - basic | $ | $ | ||||||
| Weighted average effect of dilutive warrants* | $ | $ | ||||||
| Weighted average effect of dilutive options* | $ | $ | ||||||
| Weighted average effect of dilutive DSUs* | $ | $ | ||||||
| Weighted average effect of dilutive RSUs* | $ | $ | ||||||
| Weighted average number of common shares - diluted | $ | $ | ||||||
| Basic earnings (loss) per share | $ | $ | ( | ) | ||||
| Diluted earnings (loss) per share | $ | $ | ( | ) | ||||
| * |
| 30. | Taxation |
| a) | Provision for Income Taxes |
The reconciliation of the combined Canadian Federal
and Provincial statutory income tax rate of
2025 $ | 2024 $ | |||||||
| (Loss) before income taxes | ( | ) | ||||||
| Expected income tax recovery based on statutory rate | ( | ) | ||||||
| Adjustment to expected income tax recovery: | ||||||||
| Change in foreign exchange rates | ||||||||
| Permanent differences and other | ( | ) | ||||||
| Provision to return adjustment | ( | ) | ( | ) | ||||
| Share based compensation | ||||||||
| Other | ||||||||
| Change in unrecorded deferred tax asset | ( | ) | ||||||
| Current tax provision (recovery) | ||||||||
| Deferred income tax provision (recovery) | ||||||||
The Company expensed $
67
DeFi Technologies Inc.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in U.S. dollars unless otherwise noted)
| 30. | Taxation (continued) |
| b) | Deferred Income Tax (continued) |
Deferred taxes are a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities.
2025 $ | 2024 | |||||||
| Non-capital loss carry-forwards | ||||||||
| Undepreciated capital cost (UCC) | ||||||||
| Reserves | ||||||||
| Share issue costs | ||||||||
| Exploration and evaluation assets | ||||||||
| Investments | ||||||||
| Intangible assets | ||||||||
| Capital losses carried forward | ||||||||
| Total | ||||||||
The
Company has approximately $
| 31. | Reclassification of Comparative Amounts |
Certain amounts have been reclassified in the Condensed Consolidated Interim Statement of Operations and Comprehensive Income /(Loss) in previous periods to conform to the current period presentation. Only reclassifications have been made with no changes in accounting policies or revision of previously reported amounts. There is no change to the previously reported net income (loss).
68