(Exact name of issuer as specified in its charter)

Delaware		81-3548560
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

		Page
ITEM 1:	Business	1
ITEM 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	63
ITEM 3:	Directors and Officers	71
ITEM 4:	Security Ownership of Management and Certain Securityholders	78
ITEM 5:	Interest of Management and Others in Certain Transactions	79
ITEM 6:	Other Information	80
ITEM 7:	Financial Statements	F-1
	Independent Auditor’s Report	F-1
	Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 (restated)	F-5
	Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2022 and 2021 (restated)	F-6
	Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2022 and 2021 (restated)	F-7
	Consolidated Statements of Cash Flows  for the Years Ended December 31, 2022 and 2021 (restated)	F-8
	Notes to Consolidated Financial Statements	F-9
ITEM 8:	Exhibits	82

ITEM 1.

Business

•

Store of value cryptocurrencies are primarily used to pay for goods and services and are often considered a substitute for gold, cash, or forms of electronic payment. Merchants have begun to accept these types of cryptocurrencies as payment, although often the cryptocurrency is converted to a fiat currency, such as the U.S. dollar, immediately upon acceptance by the merchant. Examples of store of value and payment cryptocurrencies are Bitcoin and Litecoin.

•

Cryptocurrencies that comprise part of a blockchain economy or blockchain platform typically have more functionality than a payment currency. Blockchain economies permit the use of the cryptocurrency to create other digital assets, or tokens, run decentralized applications on the blockchain platform and build various types of functionality and features on the blockchain platform. Examples of cryptocurrencies that are part of blockchain economies include Ethereum, EOS and TRON.

•

Privacy coins are cryptocurrencies created to focus on privacy and security. Privacy coin transaction details are typically encrypted, so that only the sender and receiver of the coins knows how many coins were involved in the transaction. In addition, the balance of a privacy coin wallet is known only to the owner of the wallet and cannot be viewed on the public blockchain record. An example of a privacy coin is Monero.

•

Utility tokens are digital tokens used solely to power or connect to a blockchain-based product or service. These cryptocurrencies run on their blockchain platform but are only used to “pay for” or “power” products or services on that platform. Examples of utility tokens include Golem and Basic Attention Token.

•	Stablecoins are cryptocurrencies whose value is tied to some other asset so that the value of the stablecoin will not greatly fluctuate relative to the underlying asset. Different stablecoins have adopted different methods of stabilization. Examples of stablecoins are USDC, Tether, and DAI.

•

Custodial key management: In this structure, a company or platform generates the private keys for their users’ wallets and the company or platform administers any and all funds sent to the addresses tied to those private keys rather than the users. Custodial key management solutions become custodians of their users’ funds and in that respect are extremely similar to centralized banks.

•

Self-custodial key management: In this solution, a person or entity generates (using software or other means) and secures (often on their own computer or written down on a piece of paper) their own private keys and the user administers all funds that are sent to the address tied to those private keys. Self-custodial key management solutions are not custodians of funds in their users’ wallet, but are merely repositories for the funds, similar to the way a physical safety box or leather wallet provides a means for people to secure their own wealth. Users are responsible for securing the digital assets and the associated cryptographic key information and protecting them from loss, theft, or other misuse.

•	platform features, quality, functionality and design;

•	product pricing;

•	breadth of features offered by a platform;

•	quality of user support;

•	security and trust;

•	brand awareness and reputation;

•	ease of adoption and use;

•	accessibility of platform on multiple devices;

•	user acquisition costs; and

•	range of supported digital assets.

•	helping to ensure that our users retain full control over the digital assets held in their Exodus wallet by encrypting the private keys locally on our users’ own devices;

•

streamlining the user set up process for transacting in over 290 crypto assets, as well as offering a range of wallet options to hold users’ private keys (including hot and cold wallets) so users can quickly access the features they want without being distracted by unnecessary or confusing technical information;

•	hosting and maintaining our own robust server infrastructure to ensure near 100% uptime, 24/7, for all digital assets and services offered on our platform;

•	integrating cutting-edge third-party apps seamlessly into our highly functional platform to provide our users with a rich ecosystem of ways to use and manage their digital assets, as well as providing us with potential additional avenues for monetizing our platform;

•	producing reliable, straightforward information on our website and YouTube channel regarding blockchain cryptography, digital assets and our platform that is relevant for both new and experienced digital asset users; and

•	continually adapting and innovating the Exodus Platform to support our users’ ability to store other types of valuable assets, including personal information, traditional fiat currencies, and, potentially, traditional securities in tokenized form alongside other tokenized financial products.

•	our business depends on attracting and retaining new wallet users, and any failure of our platform to satisfy user demands, achieve increased market acceptance or adapt to changing market dynamics would adversely affect our business, results of operations, financial condition and growth prospects;

•	our business depends in part on third-party services integrated with the Exodus Platform, and, if these third-party services fail to provide adequate functionality for our users, our business, results of operations and financial condition could be adversely affected;

•

because our business is dependent, in part, on the continued development of cryptocurrency and blockchain technology and market acceptance and development of cryptocurrency and blockchain technology by users, any declines or negative trends affecting cryptocurrency or blockchain technology will adversely affect our business operations. The recent bankruptcies of Celsius Network, Voyager Digital Ltd., Three Arrows Capital, and FTX have led to a decline in users’ confidence in trading of cryptocurrency;

•	our ability to maintain user satisfaction depends in part on the quality of our customer support, and any failure to maintain high-quality customer support could have an adverse effect on our business, results of operation, and financial condition;

•	our relatively limited operating history makes it difficult to evaluate our current business and prospects and may increase the risk that we will not be successful;

•

any actual or perceived failure of the Exodus Platform to block malware or prevent failures or security breaches or incidents could harm our reputation, cause the Exodus Platform to be perceived as insecure, underperforming, or unreliable, impede our efforts to attract and retain users, and otherwise negatively impact our business, results of operations and financial condition;

•	our holdings of cryptocurrency expose us to potential risks, including exchange, security and liquidity risks, which could negatively affect our business, financial condition, and results of operations;

•	our risk management efforts may not be effective to prevent fraudulent activities by third-party providers or other parties, which could expose us to material financial losses and liability and otherwise harm our business;

•	users or third-party activities may subject us to liability or cause us to experience adverse political, business, and reputational consequences with users, team members, third parties, government entities, and others;

•	we believe our long-term value as a company will be greater if we focus on improving our users’ experience with our platform, rather than growth or profitability, which may negatively impact our profitability;

•	if our users’ or contractual providers’ access to our platform is interrupted or delayed for any reason, our business could suffer;

•	the trading ledger showing trades in our Common Stock Tokens is publicly available, which may give rise to privacy concerns;

•	there is no guarantee that our Class A common stock will hold its value or increase in value, and you may lose the amount of your investment in our Class A common stock in whole or in part;

•	the dual class structure of our common stock will have the effect of concentrating voting capital with our executive officers and directors and it may depress the trading price of our Class A common stock;

•	the regulatory regime governing blockchain technologies, cryptocurrencies, tokens and token offerings such as the Exodus Platform and the Common Stock Tokens is uncertain, and new regulations or policies may materially adversely affect the development and utilization of the Exodus Platform;

•

we operate an interface that allows our users to connect to exchanges on which the users can trade cryptocurrency, and we receive compensation from these exchanges. Certain cryptocurrency traded using our platform could be viewed as “securities” for purposes of state or federal regulations, and regulators might determine that the payments we receive from the exchanges would cause us or the third-party app providers that offer apps through our platform to be in violation of federal and state securities laws, which would negatively affect our business, financial condition and results of operation;

•	we are subject to export control, import, and sanctions laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate such laws and regulations;

•	our success is highly dependent on our ability to attract, hire and retain key technical, customer support, and management personnel;

•	our ability to effectively manage our growth;

•	our ability to prevent security breaches, cyberattacks or other incidents;

•	our business is subject to the risks of catastrophic events;

•	our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited;

•	changes in tax laws or in their implementation may adversely affect our business and financial condition;

•	the stock-based compensation expense related to our outstanding equity awards may result in increases in our expenses in future periods; and

•	inflation could negatively impact our business and results of operations.

•

Scalability is a challenge for platforms working with large blockchains, because addition of records to a blockchain requires the network to achieve consensus through a transaction validation mechanism, which often involves redundant and extensive computation; processing of transactions is slower than that achieved by a central clearing-house; and delays and bottlenecks in the clearance of transactions may result as the digital assets expands to a greater number of users.

•

Our activities with respect to any crypto assets that are deemed securities could trigger the need for us to register as a broker-dealer under the Securities Exchange Act of 1934, as amended (“Exchange Act”).  If we were required to register as a broker-dealer and comply with applicable regulations, these developments could have a negative effect on our business, financial condition and results of operations.

•

Blockchain technology can have complex validation processes, and confirmation of a transaction may not always be instantaneous. Users of any digital asset wallet who do not wait a sufficient period before treating a blockchain as permanently written may lose assets and funds in exchange for blockchain payments that are never completed. While this risk is not unique to the Exodus Platform, and is not due to any feature of the Exodus Platform, users may blame us for such transaction errors, which could harm our reputation and make it difficult to retain users or persuade new users to use our platform.

•

Although blockchains are generally considered reliable, they are subject to certain attacks as described below under “Risks Related to the Common Stock Tokens and Trading on an alternative trading systems (“ATS”) —The distributed ledger technology used by the ATS is novel with respect to digital securities and has been subject to limited testing and usage.”

•

Because many blockchains are public, malicious users may freely view, access and interact with key components of the networks on these blockchains. For example, some of the applications on our platform rely on “smart contracts” written to the Ethereum Blockchain, an open-source, public, distributed ledger that is secured using cryptography (the “Ethereum Blockchain”), and malicious users will be able to freely access this code in ways that could allow them to steal or otherwise affect digital asset transactions.

•	worldwide growth in the adoption and use of digital assets and other blockchain technologies;

•	government and quasi-government regulation of digital assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;

•	the maintenance and development of the open source software protocol of blockchain networks;

•	changes in consumer demographics and public tastes and preferences, including changes in consumers’ trust in digital asset companies and markets;

•	the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using government-backed currencies or existing networks;

•	the extent to which current interest in digital assets represent a speculative “bubble”;

•	general economic conditions in the United States and the world;

•	the regulatory environment relating to digital assets and blockchains; and

•	a decline in the popularity or acceptance of cryptocurrency or other blockchain-based tokens.

•	A loss of existing or potential users or third-party relationships;

•	Harm to our financial condition and results of operations;

•	A delay or failure to attain market acceptance of our platform;

•

Expenditure of significant financial resources in efforts to analyze, correct, eliminate, remediate, or work around errors or defects, to address and eliminate vulnerabilities, and to address any applicable legal or contractual obligations relating to any actual or perceived security breach or incident;

•	Negative publicity and damage to our reputation and brand; and

•	Legal claims and demands (including for stolen assets or information, repair of system damages, and compensation to users), litigation, regulatory audits, proceedings or investigations, and other liabilities.

•	The development, maintenance, and functioning of the infrastructure of the internet as a whole;

•	The performance and availability of third-party telecommunications services with the necessary speed, data capacity, and security for providing reliable internet access and services;

•

Decisions by the owners and operators of facilities through which our platform is deployed or by global telecommunications service providers who provide us with network bandwidth to terminate our contracts, discontinue services to us, shut down operations or facilities, increase prices, change service levels, limit bandwidth, declare bankruptcy, or prioritize the traffic of other parties;

•	The occurrence of earthquakes, floods, fires, power loss, system failures, physical or electronic break-ins, acts of war or terrorism, human error or interference (including by disgruntled team members, former team members, or contractors), pandemics, and other catastrophic events;

•	Cyberattacks targeted at us, facilities where our platform infrastructure is located, global telecommunications service providers, or the infrastructure of the internet;

•	Errors, defects, or performance problems in the software we use to operate our platform to our users;

•	Our users’ or contractual providers’ improper deployment or configuration of our users’ access to our platform;

•	The maintenance of the APIs in our systems that our providers use to interact with our platform;

•	The failure of our redundancy systems, in the event of a service disruption at one of the facilities hosting our platform infrastructure, to redistribute load to other components of our platform; and

•	The failure of our disaster recovery and business continuity arrangements.

•	maintaining the integrity of our core business purpose, to design the best user experience for digital assets;

•	maintaining high levels of user support;

•	ensuring the integrity and security of our platform and IT infrastructure;

•	identifying and continuing to expand strategic relationships with third-party API providers and executing agreements to integrate third-party software into the Exodus Platform;

•	further improving our key business applications, processes, and IT infrastructure; and

•	enhancing our information and communication systems to ensure that our team members around the world are well coordinated and can effectively communicate with each other and our growing base of third-party API providers and users.

•	increased management, travel, infrastructure and legal compliance costs associated with having operations in multiple jurisdictions;

•	providing our platform and operating our business across a significant distance, in different languages, among different cultures and time zones, including the potential need to modify our platform to ensure that it is culturally appropriate and relevant in different countries;

•	compliance with foreign privacy, data protection, and security laws and regulations, including data localization requirements, and the risks and costs of non-compliance;

•	greater difficulty in enforcing contracts and accounts receivable collection, and longer collection periods;

•	limitations on our ability to market our platform and for our solution to be effective in foreign markets that have different cultural norms and related business practices that de-emphasize the importance of positive user and team member experiences;

•	differing technical standards, existing or future regulatory and certification requirements and required features and functionality;

•	political and economic conditions and uncertainty in each country or region in which we operate and general economic and political conditions and uncertainty around the world;

•

compliance with laws and regulations for foreign operations, including anti-bribery laws, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limits on our ability to acquire new users in certain foreign markets, and the risks and costs of noncompliance;

•	changes in a specific country’s or region’s political or economic conditions;

•	reduced or uncertain protection for intellectual property rights in some countries;

•	greater risk of unexpected changes in regulatory practices, tariffs, and tax laws and treaties;

•	greater risk of a failure of foreign personnel and third-party API providers to comply with both U.S. and foreign laws, including antitrust regulations, anti-bribery laws, export and import control laws, and any applicable trade regulations ensuring fair trade practices;

•	differing employment practices and labor relations issues.

•	Exchanges that specialize in digital assets, including Binance US, Coinbase, Gemini, Kraken, and Crypto.com;

•	Digital asset wallets, such as Bitpay Wallet, Coinbase Wallet, Metamask wallet, Phantom  and Trust Wallet;

•	Banks, non-depository trust companies and other chartered financial institutions that offer digital asset custody services, including Gemini, Paxos and Prime Trust;

•	Custodial financial applications such as Venmo and Cash App, which may in the future seek to create a self-custodial model; and

•	Exchanges or other FinTech companies with substantial infrastructure and market share that decide to and may be legally able to offer digital assets, such as New York Stock Exchange (“NYSE”), Nasdaq Global Market (“Nasdaq”) and Robinhood.

•	greater name recognition;

•	longer operating histories and larger user bases;

•	larger sales and marketing budgets and capital resources;

•	broader distribution and established relationships with providers and users;

•	greater customer support resources;

•	greater resources to make acquisitions and enter into strategic relationships;

•	lower labor and software development costs;

•	range of supported digital assets;

•	lower user acquisition costs; and

•	substantially greater financial, technical, and other resources.

•	implement usage-based pricing;

•	discount pricing for competitive products;

•	otherwise materially change their pricing rates or schemes;

•	charge us to deliver our traffic at certain levels or at all;

•	throttle traffic based on its source or type;

•	implement bandwidth caps or other usage restrictions; or

•	otherwise try to monetize or control access to their networks.

•	issue additional equity securities that would dilute our stockholders;

•	use cash that we may need in the future to operate our business;

•	incur debt on terms unfavorable to us or that we are unable to repay;

•	incur large charges or substantial liabilities;

•	encounter difficulties integrating diverse business cultures; and

•	become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges.

•

a rapidly-evolving regulatory landscape focused on digital tokens and, potentially, on the technology underlying distributed ledgers, which might include security, privacy or other regulatory concerns that could require the Transfer Agent to implement changes to its trading system for securities represented by digital tokens that could disrupt trading in our Class A common stock, or could shut down the Transfer Agent;

•	the possibility of undiscovered technical flaws, including in the process by which system participants come to agreement on the state of the distributed ledger and the ownership of our Common Stock Tokens recorded on the ledger;

•

the possibility that cryptographic security measures that authenticate transactions and the distributed ledger could be compromised, which could allow an attacker to alter the distributed ledger and the ownership of Common Stock Tokens recorded on the ledger, resulting in a corresponding loss of the holder’s Class A common stock represented by the Common Stock Tokens;

•	the possibility of breakdowns and trading halts as a result of undiscovered flaws in the Transfer Agent that could prevent trades for a period of time;

•	the possibility that changes to policies of the ledger limit the ability to withdraw and deposit fiat currency;

•	the possibility that new technologies or services inhibit access to the blockchain network used by the Common Stock Tokens;

•	the possibility that the Transfer Agent does not competently manage transfers, potentially disrupting transfers of Common Stock Tokens;

•	the possibility that other participants in the ledger could collude to manipulate the share price or limit liquidity in our Class A common stock which could restrict your ability to divest your holdings of our Class A common stock; and

•	the possibility that an investor’s private key is lost or stolen and Exodus is unable to verify the loss or theft could result in irreversible client losses.

•

actual or anticipated variations in our annual or quarterly results of operations, including our earnings estimates and whether we meet market expectations with regard to our earnings;

•

our inability to pay dividends or other distributions;

•

publication of research reports by analysts or others about us or digital assets including the NFT industry which may be unfavorable, inaccurate, inconsistent or not disseminated on a regular basis;

•

changes in market valuations of similar companies;

•

market reaction to any additional equity, debt or other securities that we may issue in the future, and which may or may not dilute the holdings of our existing stockholders;

•

additions or departures of key personnel;

•

actions by institutional or significant stockholders;

•

short interest in our stock and the market response to such short interest;

•

the participation of our stockholders in social media platforms targeted at speculative investing;

•

speculation in the press or investment community about our company or industry; strategic actions by us or our competitors, such as acquisitions or other investments;

•

legislative, administrative, regulatory or other actions affecting our business, our industry, including positions taken by the Internal Revenue Service (“IRS”);

•

investigations, proceedings, or litigation that involve or affect us;

•

the occurrence of any of the other risk factors included in this Form 1-K; and

•

general market and economic conditions.

•

the market price of our Class A common stock may experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals;

•

if our future market capitalization reflects trading dynamics unrelated to our financial performance or prospects, purchasers of our Class A common stock could incur substantial losses as prices decline once the level of market volatility has abated;

•

if the future market price of our Class A common stock declines, purchasers may be unable to resell their shares at or above the price at which they were acquired.

•	eliminate the ability of our stockholders to call special meetings of our stockholders;

•	establish advance notice procedures for stockholders seeking to bring business before our meetings of stockholders or to nominate candidates for election as directors at our meetings of stockholders;

•	do not provide for cumulative voting;

•	authorize the issuance up to 5,000,000 per Article IV of the COI: https://www.sec.gov/Archives/edgar/data/1821534/000114036121006439/nt10013846x8_ex2-1.htm of “blank check” preferred stock by our board of directors without further action by the stockholders;

•	reflect the dual class structure for our common stock; and

•	restrict the forum for certain litigation against us to certain federal or Delaware state courts.

•	permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

•	establish a board of directors classified into three classes of directors;

•	require cause to remove a director;

•	require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and amended and restated bylaws;

•	provide that our amended and restated bylaws may be amended by a simple majority vote of our board of directors;

•	prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

•	the requirement that a majority of the board consist of independent directors;

•	the requirement that the company’s nominating and corporate governance committee consists entirely of independent directors; and

•	the requirement that the company’s compensation committee consists entirely of independent directors.

•	changes in the treatment of digital assets under tax laws;

•	changes in the relative amounts of income before taxes in the various jurisdictions in which we operate due to differing statutory tax rates in various jurisdictions;

•	changes in tax laws, tax treaties, and regulations or the interpretation of them, including the Tax Cuts and Jobs Act (“Tax Act”), the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), and the Inflation Reduction Act (“IRA”);

•	changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business;

•	the outcome of current and future tax audits, examinations, or administrative appeals; and

•	imitations or adverse findings regarding our ability to do business in some jurisdictions.

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

		Years Ended December 31,
		2022				2021				% Change
Operating revenues		$	50,606			$	95,849				-47	%

		Years Ended December 31,
		2022				2021				% Change
Software development expense		$	10,638			$	8,051				32	%
Customer support expense			7,771				6,262				24	%
Security and wallet operations expense			6,945				6,724				3	%
Depreciation and amortization			3,323				1,666				99	%
Total cost of revenues		$	28,677			$	22,703

		Years Ended December 31,
		2022				2021				% Change
General and administrative expense		$	16,436			$	12,038				37	%
Advertising and marketing expense			11,514				9,897				16	%
Depreciation			136				96				42	%
Total general and administrative expense		$	28,086			$	22,031

		Years Ended December 31,
		2022				2021				% Change
Impairment of digital assets, net		$	18,308			$	6,600				177	%

		Years Ended December 31,
		2022				2021				% Change
Impairment of assets		$	500			$	-				100	%

		Years Ended December 31,
		2022				2021				% Change
Loss on extinguishment of SAFEs		$	-			$	(61,037	)			-100	%

		Years Ended December 31,
		2022				2021
Net cash provided by operating activities		$	44,420			$	8,712
Net cash used in investing activities		$	(32,059	)		$	(2,606	)
Net cash provided by (used in) financing activities		$	2,758			$	(2,154	)

		December 31, 2022								December 31, 2021
		Book value				Market Value (1)				Book value				Market Value (1)
Bitcoin		$	17,549			$	22,974			$	30,651			$	61,218
Ethereum			2,022				3,031				3,583				9,342
Algorand			686				715				3,523				6,407
Other digital assets			45				53				-				-
Cash and cash equivalents			20,494				20,494				5,375				5,375
USDC			-				-				45,291				45,291
Tether			-				-				77				77
Treasury bills			31,981				31,981				-				-
Total holdings		$	72,777			$	79,248			$	88,500			$	127,710

ITEM 3.

Directors, Executive Officers and Significant Employees

Name	Age	Position	Term of Office
Directors and Executive Officers
Jon Paul Richardson	39	Chief Executive Officer and Director	Chief Executive Officer: July 2016-present; President: July 2016-June 2019; Director: July 2016-present
Daniel Castagnoli	46	President and Director	Chief Financial Officer: July 2016- March 2019; Secretary: July 2016- June 2019; President: June 2019-present; Director: July 2016-present
James Gernetzke	46	Chief Financial Officer and Secretary	March 2019-present
Veronica McGregor	60	Chief Legal Officer	January 2022 - present
Matias Olivera	30	Chief Technology Officer	June 2022 - present
Significant Employees
Sabrina Grissom	35	Chief People Officer	February 2021-present
John Staker	48	Head of Development Security Operations	May 2021-present
Zanmei Yam	31	Vice President of Community Support	August 2021-present

Name	Principal Position	Year		Cash Compensation(1)				All Other Compensation(2)				Total Compensation
Jon Paul Richardson	Chief Executive Officer and Director	2022		$	426,320			$	161,193			$	587,513
Daniel Castagnoli	President and Director	2022			343,750				161,193				504,943
Veronica McGregor (3)	Chief Legal Officer	2022			665,649				-				665,649

Year		Summary Compensation – PEO (1)				Compensation Actually Paid to PEO				Average Summary Compensation – Non PEO NEOs (2)				Average Compensation Actually Paid – Non PEO NEOs				Value of Initial Fixed $100 Investment Based On: Total Shareholder Return (3)				Net Loss (GAAP reported, in thousands)
2022			587,513				703,139				318,642				351,525				(17.5	)			(22,912	)
2021			6,268,202				716,667				340,846				324,605				(8.5	)			(21,914	)

	Restricted Stock Units
Name	Vesting Commencement Date		(#) Vested/Settled				(#) Unvested
Jon Paul Richardson (1)	1/5/2022			16,768				56,403
Daniel Castagnoli (1)	1/5/2022			16,768				56,403
Veronica McGregor (2)	1/4/2022			-				27,778

ITEM 4.

Security Ownership of Management and Certain Securityholders

•	all executive officers and directors as a group, individually naming each director or executive officer who beneficially owns more than 10% of our common stock; and

•	any other securityholder who beneficially owns more than 10% of our common stock.

		Class A Common Stock								Class B Common Stock
Name and Address of Beneficial Owner (1)		Shares(2)				% of Ownership				Shares(2)				% of Ownership				Total Voting Power % (3)
Executive Officers and Directors
Jon Paul Richardson			42,693				1.2	%			9,297,537				42.7	%			42.0	%
Daniel Castagnoli			42,550				1.2	%			9,454,413				43.3	%			42.7	%
All executive officers			132,010				3.7	%			18,762,244				86.0	%			84.8	%
10% or more Stockholders
Alameda Research Ventures LLC			1,823,486				51.5	%			-				-			⚫️
AIC Capital LLC			364,698				10.3	%			-				-			⚫️

ITEM 5.

Interest of Management and Others in Certain Transactions

•	Revenue of $0.1 million and $0.3 million was settled in tZERO Preferred Shares for the years ended December 31, 2022 and 2021, respectively.

•	$0.1 million of unrealized gain and $0.1 million of unrealized loss on investments was recorded on the consolidated statement of operations and comprehensive loss for the years ended December 31, 2022 and 2021, respectively.

•	$0.3 million and $0.1 million of other investments were recorded on the consolidated balance sheets as of December 31, 2022 and 2021, respectively.

•	In 2021, the Company invested $0.4 million.  As part of our annual impairment analysis, the entire investment has been impaired as of December 31, 2022.

•	Two of the executives held, in total, approximately $0.1 million of investment in Magic Eden as of December 31, 2021. Due to the price changes as of December 31, 2022, the investment has been impaired.

ITEM 6.

Other Information

ITEM 7.

Financial Statements

ASSETS		December 31, 2022				December 31, 2021 (restated)
CURRENT ASSETS
Cash and cash equivalents		$	20,494			$	5,375
U.S. dollar coin			-				45,291
Tether			-				77
Accounts receivable			1,488				2,684
Prepaid expenses			2,752				7,034
Treasury bills			31,981				-
Other current assets			77				3,274
Total current assets			56,792				63,735
OTHER ASSETS
Fixed assets, net			617				609
Digital assets, net			20,302				37,757
Software assets, net			7,490				3,977
Indefinite-lived assets			1,945				2,045
Other investments			694				632
Deferred tax assets			1,369				-
Total other assets			32,417				45,020
TOTAL ASSETS		$	89,209			$	108,755
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	610			$	1,988
Other current liabilities			2,389				2,584
Total current liabilities			2,999				4,572
LONG-TERM LIABILITIES
Deferred tax liability			366				226
Total long-term liabilities			366				226
Total liabilities			3,365				4,798
STOCKHOLDERS’ EQUITY
Preferred stock
$0.000001 par value, 5,000,000 shares authorized, no shares issued and outstanding			-				-
Class A Common Stock
$0.000001 par value, 32,500,000 shares authorized,			-				-
3,543,791 issued and outstanding as of December 31, 2022			-				-
2,730,384 issued and outstanding as of December 31, 2021			-				-
Class B Common Stock
$0.000001 par value, 27,500,000 shares authorized,			-				-
21,798,414 issued and outstanding as of December 31, 2022			-				-
22,510,184 issued and outstanding as of December 31, 2021			-				-
ADDITIONAL PAID IN CAPITAL			116,644				111,705
ACCUMULATED OTHER COMPREHENSIVE LOSS			(694	)			(788	)
ACCUMULATED DEFICIT			(30,106	)			(6,960	)
Total stockholders’ equity			85,844				103,957
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	89,209			$	108,755

		Year Ended December 31, 2022				Year Ended December 31, 2021
						(restated)
OPERATING REVENUES		$	50,606			$	95,849
COST OF REVENUES			28,677				22,703
GROSS PROFIT			21,929				73,146
OPERATING EXPENSES
General and administrative			28,086				22,031
Impairment of digital assets, net			18,308				6,600
Impairment of assets			500				-
Total operating expenses			46,894				28,631
(Loss) income from operations			(24,965	)			44,515
OTHER INCOME (EXPENSE)
Unrealized gain (loss) on investments			295				(150	)
Loss on extinguishment of SAFE notes			-				(61,037	)
Interest income			578				725
Total other income (expense)			873				(60,462	)
Loss before income taxes			(24,092	)			(15,947	)
INCOME TAX BENEFIT (EXPENSE)			946				(5,967	)
NET LOSS		$	(23,146	)		$	(21,914	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment			94				(1,036	)
COMPREHENSIVE LOSS		$	(23,052	)		$	(22,950	)
Basic net loss per share
Basic net loss per share of common stock - Class A		$	(7.20	)		$	(12.28	)
Diluted loss per share of common stock - Class A		$	(7.20	)		$	(12.28	)
Basic net loss per share of common stock - Class B		$	(1.01	)		$	(0.99	)
Diluted loss per share of common stock - Class B		$	(1.01	)		$	(0.99	)
Weighted average number of shares and share equivalents outstanding
Weighted average number of shares used in basic computation - Class A			3,216				1,784
Weighted average number of shares used in diluted computation - Class A			3,216				1,784
Weighted average number of shares used in basic computation - Class B			22,826				22,080
Weighted average number of shares used in diluted computation - Class B			22,826				22,080

		Class A Shares				Class B Shares				Additional Paid In Capital				Accumulated Other Comprehensive Loss				(Accumulated Deficit) Retained Earnings				Total Stockholders’ Equity
BALANCES as of January 1, 2021			-				20,012			$	2,621			$	248			$	14,954			$	17,823
Stock based compensation			-				-				653				-				-				653
Exercised options			-				412				926				-				-				926
Shares repurchased and cancelled			(3	)			-				(71	)			-				-				(71	)
Issuance of Class A Common Stock shares for Regulation A offering, net of deferred offering costs			1,915				-				49,001				-				-				49,001
Shares converted to Class A Common Stock by selling shareholders for Regulation A offering			818				(818	)			-				-				-				-
SAFE conversion			-				2,904				61,575				-				-				61,575
Options redeemed and cancelled			-				-				(3,000	)			-				-				(3,000	)
Foreign currency translation adjustment (restated)			-				-				-				(1,036	)			-				(1,036	)
Net loss (restated)			-				-				-				-				(21,914	)			(21,914	)
BALANCES as of December 31, 2021(restated)			2,730				22,510			$	111,705			$	(788	)		$	(6,960	)		$	103,957
Stock based compensation			-				-				5,205				-				-				5,205
Exercised options, net of options withheld for taxes and strike price			-				7				18				-				-				18
Shares repurchased and cancelled			(2	)			-				(20	)			-				-				(20	)
Issuance of Common Stock upon settlement of restricted stock units, net of shares withheld for taxes			97				-				(264	)											(264	)
Conversion from Class B to Class A, as elected by shareholders			719				(719	)			-				-				-				-
Foreign currency translation adjustment			-				-				-				94				-				94
Net loss			-				-				-				-				(23,146	)			(23,146	)
BALANCES as of December 31, 2022			3,544				21,798			$	116,644			$	(694	)		$	(30,106	)		$	85,844

		Year Ended December 31, 2022				Year Ended December 31, 2021 (restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(23,146	)		$	(21,914	)
Adjustments to reconcile net loss to
Net cash provided by operating activities
Depreciation and amortization			3,460				1,762
Deferred tax benefit			(1,595	)			(627	)
Impairment of digital assets, net			18,308				6,600
Impairment of assets			500				-
Non-cash revenue - related party			(135	)			(302	)
Unrealized (gain) loss on investments			(295	)			150
Loss on extinguishment of SAFE notes			-				61,037
Stock based compensation			4,133				535
Non-cash activities settled in digital assets (1)			39,833				(33,914	)
Change in operating assets and liabilities:
Prepaid expenses			4,914				(3,139	)
Other current assets			161				(3,271	)
Other investments			(248	)			-
Accounts payable			(1,378	)			1,545
Other current liabilities			(540	)			250
Other long term liabilities			366				-
Net cash provided by operating activities			44,420				8,712
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of fixed assets			(324	)			(461	)
Purchase of investments			-				(100	)
Purchase of treasury bills			(35,935	)			-
Redemption of treasury bills			4,200					-
Purchases of indefinite-lived assets			-				(2,045	)
Net cash used in investing activities			(32,059	)			(2,606	)
CASH FLOWS FROM FINANCING ACTIVITIES
Deferred offering costs			-				(2,316	)
Payment of shares repurchased and cancelled			(20	)			(71	)
Proceeds from note receivable			3,038				-
Repurchase of shares to pay employee withholding taxes			(264	)			-
Exercise of stock options			4				233
Net cash provided by (used in) financing activities			2,758				(2,154	)
Change in cash and cash equivalents			15,119				3,952
Cash and cash equivalents
Beginning of period			5,375				1,423
End of period		$	20,494			$	5,375

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Non-cash proceeds from sale of stock - USDC		$	-			$	64,329
Non-cash proceeds from sale of stock - digital assets		$	-			$	10,627

Non-cash redemption of options - USDC		$	-			$	(3,000	)
Non-cash sale of stock pursuant to Reg A and converted to Class A Common Stock and sold - digital assets		$	-			$	(22,456	)
Non-cash stock options exercised - digital assets		$	-			$	693
Non-cash other investments - USDC		$	-			$	(400	)
Non-cash stock options exercised - USDC		$	2			$	-
Non-cash stock options exercised		$	12			$	-
Conversion of SAFE notes		$	-			$	61,575
Non-cash capitalized software costs settled in digital assets (including stock based compensation of $1,072 and $118, respectively)		$	(6,714	)		$	(3,248	)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes		$	(690	)		$	(6,452	)

		Years Ended December 31,
		2022				2021
Accounts receivable		$	1,175			$	89
Digital assets, revenue			(50,471	)			(95,547	)
Digital assets, expenses			58,772				61,063
Short term investments			30,000				-
Payroll liabilities			263				1,317
Deferred revenue			-				(77	)
Currency translation related to digital assets			94				(759	)
Non-cash activities settled in digital assets		$	39,833			$	(33,914	)

•	Level 1 – Quoted prices for identical instruments in active markets.

•	Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.

•	Level 3 – Valuations derived from valuation techniques in which one or more significant inputs are not observable.

		Carrying Value				Fair Value				Quoted Prices Level 1				Significant Other Observable Inputs Level 2				Significant Unobservable Inputs Level 3
December 31, 2022
Money market		$	10,986			$	10,986			$	10,986			$	-			$	-
Treasury bills			35,971				35,971				35,971				-				-
tZERO investment			348				348				348				-				-
Certificate of deposit			246				246				-				246				-
Security Token Group investment			100			(A)					-				-				-
		$	47,651
December 31, 2021
tZERO investment		$	132			$	132			$	132			$	-			$	-
Security Token Group investment			100			(A)					-				-				-
Magic Eden investment			400			(A)					-				-				-
		$	632

Balance at January 1, 2021		$	538
Loss included in earnings			61,037
Transfers out of Level 3			(61,575	)
Balance at December 31, 2021		$	-

		Years Ended December 31,
		2022								2021
APAC(1)		$	26,320				52.0	%		$	81,207				84.7	%
Other Americas(1)			22,126				43.7				10,817				11.3
EMEA(1)			1,952				3.9				2,910				3.0
United States			208				0.4				915				1.0
Operating revenues		$	50,606				100.0	%		$	95,849				100.0	%

		Years Ended December 31,
		2022								2021
Exchange aggregation		$	49,180				97.2	%		$	93,476				97.6	%
Staking			697				1.4				1,056				1.1
Fiat onboarding			584				1.2				610				0.6
Other(1)			98				0.2				418				0.4
Consulting			25				-				285				0.3
Gaming			22				-				4				-
Operating revenues		$	50,606				100.0	%		$	95,849				100.0	%

		Years Ended December 31,
		2022				2021
Number of major API providers			5				2
Percentage of operating revenues			86.6	%			76.2	%
Amount of revenues (in thousands)		$	43,843			$	72,755

		Years Ended December 31,
		2022				2021
Basic net loss per share:
Numerator
Allocation of undistributed earnings		$	(23,146	)		$	(21,914	)
Denominator
Weighted-average number of shares used in per share computation - Class A			3,216				1,784
Weighted-average number of shares used in per share computation - Class B			22,826				22,080
Basic net loss per share - Class A		$	(7.20	)		$	(12.28	)
Basic net loss per share - Class B		$	(1.01	)		$	(0.99	)
Diluted net loss per share:
Numerator
Allocation of undistributed earnings		$	(23,146	)		$	(21,914	)
Denominator
Weighted-average number of shares used in basic computation - Class A			3,216				1,784
Weighted-average number of shares used in basic computation - Class B			22,826				22,080
Diluted net loss per share - Class A		$	(7.20	)		$	(12.28	)
Diluted net loss per share - Class B		$	(1.01	)		$	(0.99	)

		Years Ended December 31,
		2022				2021
Stock options outstanding			2,222				2,553
Unvested restricted stock units			554				15
Number of anti-dilutive shares			2,776				2,568

2.	Prepaid Expenses

		December 31, 2022				December 31, 2021
Prepaid cloud services		$	2,154			$	5,788
Prepaid software			559				228
Accounting, consulting, and legal services			39				404
Marketing expenses			-				418
Other			-				196
Prepaid expenses		$	2,752			$	7,034

		December 31, 2022				December 31, 2021
Note and interest receivable		$	-			$	2,991
Other			77				283
Other current assets		$	77			$	3,274

4.	Intangible Assets

		December 31, 2022												December 31, 2021
		Units				Book value				Market value (1)				Units				Book value				Market value (1)
Bitcoin (BTC)			1,391			$	17,549			$	22,974				1,322			$	30,651			$	61,218
Ethereum (ETH)			2,538				2,022				3,031				2,537				3,583				9,342
Algorand (ALGO)			4,263,132				686				715				3,859,574				3,523				6,407
Other digital assets			25,339				45				53				-				-				-
Digital assets, net						$	20,302			$	26,773							$	37,757			$	76,967

5.	Fixed Assets, Net

		December 31, 2022				December 31, 2021
Computer equipment		$	1,049			$	756
Vehicles			256				255
Furniture and fixtures			18				18
Fixed assets, gross			1,323				1,029
Less:  accumulated depreciation			(706	)			(420	)
Fixed assets, net		$	617			$	609

		December 31, 2022				December 31, 2021
Internal use software		$	11,640			$	6,152
Website			53				53
Software assets, gross			11,693				6,205
Less:  accumulated amortization			(4,203	)			(2,228	)
Software assets, net		$	7,490			$	3,977

12 Months Ending December 31,
2023		$	3,338
2024			2,898
2025			1,254
		$	7,490

7.	Other Current Liabilities

		December 31, 2022				December 31, 2021
Payroll liabilities		$	2,259			$	1,996
Consulting liabilities			17				17
Income taxes payable			31				571
Other current liabilities		$	2,307			$	2,584

8.	Other Long Term Liabilities

		December 31, 2022				December 31, 2021
Other liabilities		$	366			$	-
Deferred tax liability			-				226
Other current liabilities		$	366			$	226

9.	Simple Agreement for Future Equity

10.	Stockholders’ Equity

•	Expected dividend yield. The expected dividend is assumed to be zero as we have never paid dividends and have no current plans to pay any dividends on our common stock.

•	Expected stock-price volatility. The expected volatility is derived from the average historical volatilities of publicly traded companies within our industry that we consider to be comparable over a period approximately equal to the expected term.

•	Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term.

•

Expected term. The expected term represents the period that the stock-based awards are expected to be outstanding. Our historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term because of a lack of sufficient data. Therefore, we estimate the expected term by using the simplified method provided by the SEC. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options.

•	Fair value per share.  The fair value per share is the fair price or theoretical value for a call or a put option based on six variables such as volatility, type of option, underlying stock price, time, strike price, and risk-free rate.

		Options				Weighted Average Exercise Price Price
Outstanding as of January 1, 2021			2,737,008			$	2.39
Granted			216,000				2.55
Exercised			(387,417	)			2.39
Forfeited			(180,010	)			2.45
Cancelled			(119,856	)			2.39
Outstanding as of December 31, 2021			2,265,725			$	2.40
Exercised			(7,174	)			2.46
Forfeited			(67,572	)			2.43
Outstanding as of December  31, 2022			2,190,979			$	2.40
Vested and exercisable as of December 31, 2022			2,077,815			$	2.40

		Years Ended December 31,
		2022				2021
Cost of revenues		$	2,290			$	563
General and administrative			2,915				90
Stock-based compensation		$	5,205			$	653

11.	Income Taxes

		Years ended December 31,
		2022				2021
U.S federal
Current		$	570			$	6,151
Deferred			(1,584	)			(627	)
Foreign
Current			2				428
Deferred			(11	)			-
State and local current			77				15
Income tax (benefit) expense		$	(946	)		$	5,967

		December 31, 2022				December 31, 2021
Prepaid expenses		$	(576	)		$	(1,468	)
Other			(96	)			(143	)
Fixed assets			(97	)			(93	)
Capitalization software, net of amortization			(193	)			(861	)
Digital assets			5,953				2,290
Stock based compensation			928				-
Unrealized loss on investment			92				-
Accrued payroll and related expenses			-				49
Net operating loss			206				-
Total			6,217				(226	)
Less:  valuation allowance			(4,848	)			-
Net deferred tax asset (liability)		$	1,369			$	(226	)

12.	Legal Proceedings

13.	Related Party Transactions

•	Revenue of $0.1 million and $0.3 million was settled in tZERO Preferred Shares for the years ended December 31, 2022 and 2021, respectively.

•	$0.1 million of unrealized gain and $0.1 million of unrealized loss on investments was recorded on the consolidated statement of operations and comprehensive loss for the years ended December 31, 2022 and 2021, respectively.

•	$0.3 million and $0.1 million of other investments were recorded on the consolidated balance sheet as of December 31, 2022 and 2021, respectively.

•	In 2021, the Company invested $0.4 million.  As part of our annual impairment analysis, the entire investment has been impaired as of December 31, 2022.

•	Two of the executives hold, in total, approximately $0.1 million of investment in Magic Eden. Two of the executives held, in total, approximately $0.1 million of investment in Magic Eden as of December 31, 2021. Due to the price changes as of December 31, 2022, the investment would be impaired.

14.	Restatement and Reclassifications

•

Condense cost of revenues into a single line item and combine “Advertising and marketing” expense into “General and administrative” expense

•

Condense the previous “Gain on sale or transfer of digital assets” and “Impairment of digital assets” line items to “Impairment of digital assets, net”

•

Reclassify certain amounts of depreciation and amortization between “Cost of revenues” and “General and administrative”

•

Condense the previous “Payroll liabilities”, “Consulting liabilities”, and “Taxes payable” line items to “Other current liabilities”

•

Condense the previous “Deferred tax liability” line to “Other long-term liabilities”

Consolidated Balance Sheet		December 31, 2021 (In Thousands) As Previously Reported				Adjustments				Reclassifications					Restated
ASSETS
Current assets
Cash and cash equivalents		$	5,375			$	-			$	-				$	5,375
U.S. dollar coin			45,291				-				-					45,291
Tether			77				-				-					77
Accounts receivable			2,684				-				-					2,684
Prepaid expenses			7,034				-				-					7,034
Other current assets			3,274				-				-					3,274
Total current assets			63,735				-				-					63,735
Fixed assets, net			609				-				-					609
Digital assets, net			42,033				(4,276	)					(a)			37,757
Software assets, net			3,977				-				-					3,977
Indefinite-lived asset			2,045				-				-					2,045
Other investments			632				-				-					632
Total other assets			49,296				(4,276	)			-					45,020
TOTAL ASSETS		$	113,031			$	(4,276	)		$	-				$	108,755
LIABILITIES
Current liabilities
Accounts payable		$	1,988			$	-			$	-				$	1,988
Payroll liabilities			1,996				-				(1,996	)	(b)			-
Consulting liabilities			17				-				(17	)	(b)			-
Taxes payable			571				-				(571	)	(b)			-
Other current liabilities			-				-				2,584		(b)			2,584
Total current liabilities			4,572				-				-					4,572
LONG-TERM LIABILITIES
Other long term liabilities			-				-				226					226
Deferred tax liability			226				-				(226	)				-
Total long-term liabilities			226				-				-					226
Total liabilities			4,798				-				-					4,798
STOCKHOLDERS' EQUITY
ADDITIONAL PAID IN CAPITAL			111,705				-				-					111,705
ACCUMULATED OTHER COMPREHENSIVE LOSS			(511	)			(277	)			-		(a)			(788	)
ACCUMULATED DEFICIT			(2,961	)			(3,999	)			-		(a)			(6,960	)
Total stockholders' equity			108,233				(4,276	)			-					103,957
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	113,031			$	(4,276	)		$	-				$	108,755

		Year Ended December 31, 2021 (In Thousands, except per share amounts)
Consolidated Statements of Operations and Comprehensive Loss		As Previously Reported				Adjustments				Reclassifications					Restated
OPERATING REVENUES		$	95,849			$	-			$	-				$	95,849
Software development			8,051				-				(8,051	)	(a)			-
Customer support			6,262				-				(6,262	)	(a)			-
Security and wallet operations			6,724				-				(6,724	)	(a)			-
COST OF REVENUES			-				-				22,703		(a) (b)			22,703
GROSS PROFIT			74,812				-				(1,666	)				73,146
OPERATING EXPENSES
General and administrative			12,038				-				9,993		(a) (b)			22,031
Advertising and marketing			9,897				-				(9,897	)	(b)			-
Depreciation and amortization			1,762				-				(1,762	)	(b)			-
Impairment of digital assets, net			23,368				(2,176	)			(14,592	)	(c) (d)			6,600
Total operating expenses			47,065				(2,176	)			(16,258	)				28,631
Income from operations			27,747				2,176				14,592					44,515
OTHER INCOME (EXPENSE)
Gain on sale of digital assets			20,767				(6,175	)			(14,592	)	(c) (d) (e)			-
Unrealized loss on investments			(150	)			-				-					(150	)
Loss on extinguishment of SAFE notes			(61,037	)			-				-					(61,037	)
Interest income			725				-				-					725
Total other expense			(39,695	)			(6,175	)			(14,592	)				(60,462	)
Loss before income taxes			(11,948	)			(3,999	)			-					(15,947	)
INCOME TAX EXPENSE			(5,967	)			-									(5,967	)
NET LOSS		$	(17,915	)		$	(3,999	)		$	-				$	(21,914	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment			(759	)			(277	)			-		(d)			(1,036	)
COMPREHENSIVE LOSS		$	(18,674	)		$	(4,276	)		$	-				$	(22,950	)
Basic net loss per share:
Basic net loss per share of common stock		$	(0.75	)		$	0.75						(e)		$	-
Diluted net loss per share of common stock		$	(0.75	)		$	0.75						(e)		$	-
Basic net loss per share of common stock - Class A		$	-			$	(12.28	)					(e)		$	(12.28	)
Diluted net loss per share of common stock- Class A		$	-			$	(12.28	)					(e)		$	(12.28	)
Basic net loss per share of common stock- Class B		$	-			$	(0.99	)					(e)		$	(0.99	)
Diluted net loss per share of common stock - Class B		$	-			$	(0.99	)					(e)		$	(0.99	)
Weighted average shares and share equivalents outstanding:
Basic			24,021				(24,021	)					(e)			-
Diluted			24,021				(24,021	)					(e)			-
Weighted-average number of shares used in basic computation - Class A			-				1,784						(e)			1,784
Weighted-average number of shares used in diluted computation - Class A			-				1,784						(e)			1,784
Weighted-average number of shares used in basic computation - Class B			-				22,080						(e)			22,080
Weighted-average number of shares used in diluted computation - Class B			-				22,080						(e)			22,080

---

		Year Ended December 31, 2021 (In Thousands)
		As Previously Reported				Adjustments				Reclassifications					Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			(17,915	)			(3,999	)					(a) (b)			(21,914	)
Adjustments to reconcile net loss to																-
Net cash provided by operating activities																-
Depreciation and amortization			1,762													1,762
Deferred tax benefit			(627	)												(627	)
Impairment of digital assets, net			23,368				(2,176	)			(14,592	)	(a) (b) ( c)			6,600
Gain on sale of digital assets			(20,767	)			6,175				14,592		(a) (b) ( c)			-
Non-cash revenue - related party			(302	)												(302	)
Unrealized (gain) loss on investments			150													150
Loss on extinguishment of SAFE notes			61,037													61,037
Stock based compensation			535													535
Non-cash activities settled in digital assets (1)			(33,914	)												(33,914	)
Change in operating assets and liabilities:
Prepaid expenses			(3,139	)												(3,139	)
Other current assets			(3,271	)												(3,271	)
Accounts payable			1,545													1,545
Consulting liabilities			17								(17	)	(d)			-
Income tax payable			233								(233	)	(d)			-
Other current liabilities			-								250		(d)			250
Net cash provided by operating activities			8,712				-				-					8,712
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of fixed assets			(461	)												(461	)
Purchase of investments			(100	)												(100	)
Purchases of indefinite-lived assets			(2,045	)												(2,045	)
Net cash used in investing activities			(2,606	)			-				-					(2,606	)
CASH FLOWS FROM FINANCING ACTIVITIES
Deferred offering costs			(2,316	)												(2,316	)
Payment of shares repurchased and cancelled			(71	)												(71	)
Exercise of stock options			233													233
Net cash provided by (used in) financing activities			(2,154	)			-				-					(2,154	)
																-
Change in cash and cash equivalents			3,952													3,952
Cash and cash equivalents																-
Beginning of period			1,423													1,423
End of period			5,375				-				-					5,375

ITEM 8.

Exhibits

EXODUS MOVEMENT, INC.
By:/s/ Jon Paul Richardson
Chief Executive Officer (Director)
Date:  April 28, 2023

By:/s/ Jon Paul Richardson
Chief Executive Officer and Director (Principal Executive Officer)
Date:  April 28, 2023
By:/s/ Daniel Castagnoli
President and Director
Date:  April 28, 2023

By: /s/ James Gernetzke
Chief Financial Officer (Principal Financial & Accounting Officer)
Date:  April 28, 2023