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Immutable Holdings Inc. — Management Reports 2025
Nov 14, 2025
47517_rns_2025-11-14_2ac03416-b442-4c42-a1e0-ccaa54c1e263.pdf
Management Reports
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Immutable Holdings
Management's Discussion and Analysis
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
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Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
Introduction
This Management's Discussion and Analysis ("MD&A") is dated November 14, 2025, and consolidates management's review of the factors that affected Immutable Holdings Inc.'s ("Immutable" or the "Company") financial and operating performance for the three and nine month periods ended September 30, 2025 and 2024, and factors reasonably expected to impact future operations and results. This discussion is intended to supplement and complement the Company's audited consolidated financial statements as at and for the years ended December 31, 2024 and 2023 (the "Audited Financial Statements") and the notes thereto, which were prepared in accordance with IFRS Accounting Standards ("IFRS").
This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. The Company applies IFRS, as issued by the International Accounting Standards Board and interpretations issued by the IFRS Interpretations Committee. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results presented in the MD&A are not necessarily indicative of the results that may be expected for any future period.
Unless otherwise stated, results are reported in Canadian dollars.
Cautionary Note Regarding Forward-Looking Information
This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "potential", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement.
Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company's ability to predict or control. Readers are cautioned that such risk factors, uncertainties and other factors are not exhaustive. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. Specifically, this MD&A includes, but is not limited to, forward-looking statements regarding: the Company's ability to meet its working capital needs at the current level for the next twelve-month period; management's outlook regarding future trends; sensitivity analysis on financial instruments, which may vary from amounts disclosed; and general business and economic conditions.
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Immutable Holdings Inc.
Management’s Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly, or otherwise revise, any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.
The Company
Immutable Holdings Inc. (the “Company” or “Immutable”) is in the business of developing business lines focused on digital asset and blockchain technologies.
Immutable is the Company after giving effect to a transaction contemplated in a Business Combination Agreement dated August 4, 2021 between Immutable Holdings Inc., Bexar Ventures Inc. (“Bexar”) and 1309023 B.C. Ltd. Bexar was incorporated under the provisions of the Business Corporations Act of British Columbia on January 31, 2017. On March 27, 2018, Bexar begun trading on the Canadian Stock Exchange under the symbol “BXV”. Immutable was initially formed on December 22, 2020 pursuant to the General Corporation Law of the State of Delaware. On September 24, 2021, Bexar and Immutable completed a reverse takeover transaction (“RTO”). Reverse acquisition accounting was applied on the RTO and the financial information reflects the continuation of the financial position, operating results and cash flows of Immutable Holdings Inc. The Company changed its name from Bexar Ventures Inc. to Immutable Holdings Inc. and resumed trading on the Cboe Canada Exchange (formerly, the NEO Exchange) (“Cboe”) on September 28, 2021 under the new symbol “HOLD”. On February 1, 2023, the Company’s shares were listed on the OTCBQ Venture Market (“OTCQB”) and began trading under the symbol “IHLDF”.
The Company’s registered office is located at Suite 2200, 700 West Georgia Street, Vancouver, British Columbia, V7Y 1K8.
Immutable is committed to enhancing shareholder value and is looking at a variety of opportunities. The Company remains open to pursuing a transaction if it would be in the best interests of Immutable and its stakeholders.
Business Descriptions and Analysis
Immutable is a collection of digital asset-focused businesses developed to explore opportunities across Web3¹. The Company’s mission is to increase the awareness, access, and adoption of digital assets. This work had included product development, digital asset infrastructure, asset management, digital media, education and other strategies relating to digital assets and emerging blockchain technologies.
Immutable was founded in December 2020 by Mr. Jordan Fried, a member of the founding team at Hedera Hashgraph (“Hedera”), a leading distributed ledger technology platform. Since
¹ Web3, also known as Web 3.0, refers to the next generation of the internet, envisioned as a decentralized, blockchain-based platform where users have greater control over their data and digital assets. It contrasts with Web2, the current iteration of the internet, where large corporations often control user data and online interactions.
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Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
inception, the Company has launched and operated business ventures in several verticals, including included asset management, NFTs, media, and education. This has included Immutable Asset Management, NFT.com, Immutable Media, 1-800-Bitcoin, and HBAR Labs. The Company's approach has been to evaluate market opportunities as they arise and to build businesses that can support the growth of the digital asset ecosystem.
During fiscal 2023 and 2024, the digital asset markets experienced prolonged volatility, which created challenges for many operators in the industry. Immutable undertook strategic reviews of its business lines and reduced operating costs where appropriate. Some businesses were scaled back during this period as the Company evaluated long term positioning and capital allocation. These decisions were made to preserve resources while assessing the most effective path forward for shareholder value.
In fiscal 2025, as digital asset markets stabilized and investor confidence began to return, Immutable continues to refine its overall business strategy. Immutable's focus has remained on evaluating and advancing opportunities that align with its founding mission to increase awareness, access, and adoption of digital assets. Immutable plans to evaluate opportunities and may reactivate or expand certain business lines that were previously scaled back, as well as explore new ventures that align with renewed interest in digital assets in 2025. These may include activities related to further technology development, education, media, and partnerships within the digital asset ecosystem, particularly within the Hedera and Bitcoin ecosystems. Additionally, the Company holds certain digital assets for strategic purposes, reflecting its long-standing engagement with the Hedera network and broader digital asset ecosystem. These holdings are maintained to support the Company's strategic initiatives and future business development. The Company continues to emphasize entrepreneurial growth and operational development while managing resources prudently.
Immutable's strategy reflects a combination of pursuing new business development initiatives as market conditions improve, exploring opportunities to reactivate legacy ventures, and managing its existing resources and assets, including its digital asset holdings. The Company expects this strategy to evolve over time based on market conditions, capital priorities, and the potential to generate long term value for shareholders.
Further description of Immutable's businesses are described below.
Immutable Asset Management
Immutable Asset Management LLC ("IAM") is a wholly-owned subsidiary of the Company and has been a core part of Immutable's business since inception. IAM originally operated as an asset management business and served as the manager of a dedicated investment vehicle. Following the completion of that vehicle, IAM now oversees the majority of the Company's digital asset holdings, which is primarily comprised of hbar tokens ("HBAR"), the native cryptocurrency of the Hedera network, which IAM primarily earned through its prior management activities. IAM's current focus is on the responsible oversight and management of these assets while evaluating opportunities that support the Company's broader strategic objectives across the digital asset ecosystem
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Immutable Holdings Inc.
Management’s Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
Immutable HBAR Opportunity 1 / TPA Agreement
In 2021, IAM launched the Immutable HBAR Opportunity 1 LLC (“IHO1” or the “Immutable SPE”), an investment vehicle formed in the State of Delaware that was managed in, and sold and distributed its securities in, the United States to U.S. accredited investors through valid U.S. investment and registration exemptions. The Immutable SPE acquired 437,650,000 HBAR through a Token Purchase Agreement (the “TPA”) with Hedera at a discounted price of US$0.02 per token (the “Purchased HBAR”). The Purchased HBAR was subject to certain restrictions on transfer for the period beginning on the date of the TPA and ending on the 36-month anniversary thereof or an earlier date pursuant to the terms of the TPA. The Purchased HBAR was custodied for the duration of the lock-up period in an account with BitGo Trust Company under the Immutable SPE’s name.
Under the terms of the TPA, starting on the 25th month following the date of the TPA and continuing for 12 consecutive calendar months thereafter, as agreed to by Hedera, IAM released the Purchased HBAR to the Immutable SPE investors in approximately equal monthly installments, it being contemplated that all Purchased HBAR will have been released from restriction no later than the first business day of the calendar month immediately following the 36th calendar month following the execution of the TPA (the “Release Process”). IAM coordinated in-kind monthly distributions to the Immutable SPE investors beginning in October 2023 and concluding in 2024.
Pursuant to the terms of the organizational documents of the Immutable SPE and the Management Agreement between IAM and the Immutable SPE, in 2021, IAM received a management fee of USD $2,000,000 as partial consideration for its management services. The Immutable SPE organizational documents also provide that upon any disposition, transfer or distribution of the Purchased HBAR, the Immutable SPE will allocate to IAM’s capital account therein an amount equal to 15% of the difference between the fair market value of the Purchased HBAR to be transferred, disposed of or distributed and the cost at which the Immutable SPE acquired the Purchased HBAR.
The fair market value of all distributed HBAR exceeded the cost at which Immutable SPE acquired the Purchased HBAR, entitling IAM to a performance allocation upon each distribution, which was also payable in-kind to IAM. IAM also conducted selective direct purchases of HBAR from a limited group of investors affiliated with the Immutable SPE using its own cash resources.
As of September 30, 2025 and December 31, 2024, the Immutable SPE completed all twelve scheduled in-kind distributions to its investors. Upon successfully completing its program the Immutable SPE was dissolved in November 2024.
Throughout the lifecycle of the fund, IAM gained deep operational experience managing large scale HBAR positions, coordinating custody arrangements, and overseeing restricted assets. This experience continues to inform IAM’s ongoing operational practices.
HBAR Corporate Holdings
Following the completion of the Immutable SPE, IAM transitioned to the management of the Company’s HBAR holdings as corporate assets. IAM does not manage or administer pooled capital for external investors. Its activities relate solely to the oversight of the Company’s own
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Immutable Holdings Inc.
Management’s Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
assets and are consistent with common practices used by public companies that maintain digital assets on their balance sheets.
IAM actively manages its HBAR holdings with a long-term approach centered on secure custody, capital deployment evaluation, and monitoring of the Hedera ecosystem. IAM monitors market conditions to assess potential opportunities to increase HBAR exposure using its own resources. All HBAR is custodied with BitGo Trust Company under IAM’s name, which requires managing user-end security processes and controls. IAM may also explore opportunities in the future to participate in network-level activities, such as staking, subject to the capabilities of custody partners and infrastructure readiness.
IAM continues to monitor market conditions in line with its long-term strategy. This includes monitoring and evaluating market conditions to assess potential opportunities to increase HBAR exposure using its own resources and assessing other ways to participate in the Hedera ecosystem. This may include exploring and developing Hedera-focused ventures, partnerships, and products to bring to market. In addition, IAM may consider other digital assets for treasury management purposes, subject to market conditions and alignment with the Company’s long-term strategic objectives.
Prior to fiscal 2025, IAM periodically evaluated whether to hold or liquidate portions of its HBAR holdings based on working capital needs, tax implications, portfolio returns, and prevailing market conditions. This included limited sales of HBAR in 2024.
NFT.com
NFT.com was built to be the one-stop shop for Non-Fungible Tokens (“NFTs”). The platform was designed to enable users to buy, sell, engage, and showcase NFTs within a profile-based network of creators and collectors.
Immutable acquired the domain name “NFT.com” in the first half of 2021 and begun developing the platform. Investment, development, and operations for the NFT.com platform have taken place through The NFT Company Inc., a wholly-owned subsidiary in Puerto Rico in January 2022. The entity exclusively licenses the domain from NFT.com LLC, an entity which Immutable majority-owns and wholly-controls, its purpose is to hold and manage the rights to the uniform resource locator (URL) NFT.com on behalf of initial investors in the domain name asset.
In early 2022, the Company released for sale a collection a limited collection of unique fully animated NFTs (the “Genesis Keys”). Genesis Key owners had first access to the platform and had the ability to create unique NFT.com profiles (e.g. NFT.com/you), also represented as NFTs.
In fiscal 2023, the Company launched the NFT.com platform in public beta. Central to its platform, NFT.com introduced social profile represented as an NFT called a “NFT Profile”. NFT Profile users received features and fully customizable galleries for their own NFT collections. Users of NFT.com could also buy and sell NFTs natively on the NFT.com marketplace as well as other third-party marketplaces through the platform’s aggregator and transaction router.
Throughout 2023 and 2024, the NFT market faced challenges, including low transaction volumes and a decrease in daily active users. The elimination of transaction fees on major NFT marketplaces and the reduction of creator royalties have compounded these challenges, making
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Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
it difficult for a number of companies in the industry to remain profitable. In response, the Company took measures to reduce operating costs and has scaled back the business, discounting further feature development, only focusing on basic maintenance of the platform.
The Company continues to retain rights to the brand and related infrastructure and is evaluating its strategic options for future utilization of this business.
1-800-Bitcoin
1-800-Bitcoin LLC is wholly-owned subsidiary and business venture focused on Bitcoin and consumer-oriented digital asset education. The Company holds exclusive rights use of the toll-free phone number 1-800-Bitcoin and a portfolio of consumer-facing digital asset domain names. Historically, the Company launched a pilot program that offered introductory educational materials on digital assets, including basic courses and webinars. These activities were discontinued due to market conditions, although the underlying assets remain active and available for future use.
With renewed interest in Bitcoin during 2025 and the continued demand for accessible education that helps individuals understand Bitcoin's use cases and applications, the Company is evaluating opportunities to reactivate the 1-800-Bitcoin assets. This includes potential plans to develop new educational resources, update public-facing materials, and explore broader participation within the Bitcoin ecosystem. While no definitive decisions have been made, the Company continues to assess potential commercial pathways that align with its focus on awareness, access and adoption of digital assets.
Details regarding the Company's exclusive shared-use lease agreement for the toll-free number 1-800-Bitcoin are provided below.
1-800-Bitcoin Exclusive Shared Use Lease Agreement
Under U.S. federal law and Federal Communications Commission regulation, no entity is permitted to "own" a toll-free number in the 1-800 class. The result is that numbers have been distributed to "subscribers of record," who are permitted to use them for their own business, or under certain conditions lease their use to others'. Immutable has secured an exclusive, 5-year lease for use of the 1-800-Bitcoin toll-free number, with the opportunity to extend the term for an additional three successive 5-year terms, from the current subscriber of record of the toll-free number 1-800-Bitcoin. The subscriber of record will remain the entity to whom the number has been assigned, as no contract is permitted to alter that status. Nevertheless, the contract does guarantee that only 1800Bitcoin LLC may be routed calls placed to that number. The costs of such exclusive use include an initial fee of US$250,000 ($308,783 CAD), a monthly service fee, and general administrative, phone servicing, taxes and fees for the routing of all call traffic to call centers of Immutable's choice and direction. The monthly service fee is calculated as the greater of USD $3,500 or the value of 1/12 of the average price of one Bitcoin in US dollars over each of the business days in the prior month based on the end of day Bitcoin Reference Rate for each such business date.
HBAR Labs
HBAR Labs LLC is a wholly-owned subsidiary hat holds key Hedera ecosystem assets, including the domain HBAR.com and MyHbarWallet.com. MyHbarWallet is a free, open-source client-side
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Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
interface created in 2021 to help users interact directly with the Hedera network. It provides basic wallet functionality and tools for users to manage HBAR. Although the Company has not actively promoted the product in recent years, MyHbarWallet has remained operational and continues to be maintained at a baseline level.
HBAR Labs has historically served as a venture for Hedera-focused product development and ecosystem participation. Given the renewed interest in HBAR in 2025, the Company is assessing strategic options for these assets. Potential options may include reactivating or enhancing MyHbarWallet, developing new user-facing resources for the Hedera ecosystem, or exploring partnerships and business development initiatives aligned with Hedera and HBAR. These assessments remain exploratory and will depend on market conditions, resourcing, and alignment with the Company's broader business strategy.
HBAR Labs continues to represent a strategically relevant asset base for Immutable as it evaluates opportunities to expand its presence within the Hedera ecosystem while maintaining flexibility with respect to development timelines and capital allocation.
Immutable Media
Immutable Media historically functioned as the Company's consumer media and acquisition arm. Its primary initiative was Coffee and Crypto, a daily industry newsletter launched in late 2022 that grew to more than 70,000 subscribers. The newsletter was discontinued in 2024 due to monetization challenges and broader digital asset market conditions. The Company continues to retain ownership of the subscriber list, which may have future utility for consumer facing initiatives. The Company will continue to evaluate the most effective use of these legacy media assets and their potential alignment with new or reactivated initiatives.
Other Businesses & Assets
In addition to the business lines described before, Immutable retains ownership of several properties and entities that support long-term strategic optionality. This includes the domain CBDC.com, which the Company owns through a separate wholly-owned subsidiary.
Financial Results
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Immutable Asset Management
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IAM generated revenue through management fees and performance allocation (i.e., fees) in the investment vehicle it managed. During the period ended September 30, 2025, Immutable HBAR Opportunity 1 LLC, had approximately USD $nil in investment assets, as at September 30, 2025, after successfully completing all monthly in-kind distributions to investors during the year ended December 31, 2024.
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During the nine-month period ended September 30, 2025, the Company recognized $nil (September 30, 2024 - $657,847) in management fees through this business line.
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During the year ended December 31, 2023, the Immutable SPE started month distributions to investors. On each monthly distribution, the Company earned a performance allocation made payable in-kind via HBAR, of which the Company
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Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
recognized performance fee income of $nil (September 30, 2024 - $3,973,005) during the nine-month period ended September 30 2025.
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During the nine-month period ended September 30, 2025, the Company sold nil (September 30, 2024 – 6,988,729) HBAR tokens for proceeds totaling $nil (September 30, 2024 - $777,445) with a cost basis of $nil (September 30, 2024 - $561,641) and recorded a resulting gain on sale of digital assets of $nil (September 30, 2024 - $215,804).
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As at September 30, 2025, the Company holds 49,939,852 HBAR (December 31, 2024 – 48,715,727 HBAR) as part of its corporate digital assets holdings. As at September 30, 2025, the HBAR had a fair value of $14,967,473 (USD $10,737,068) (December 31, 2024 - $18,821,056 (USD$13,080,170)).
Industry Performance and Outlook
Digital asset markets remain highly volatile and subject to rapid shifts in sentiment, liquidity, and regulatory positioning. While the industry has grown significantly over the past decade, sharp corrections and unexpected market disruptions have continued to occur. These characteristics remain fundamental to the sector and are expected to persist.
The downturn that began in 2022 continued to influence industry structure through 2023. A combination of global inflationary pressures, tightening monetary policy, and slowing macroeconomic growth contributed to a broad reduction in risk appetite across global markets². Digital assets experienced substantial deleveraging following several high-profile failures across centralized lenders and trading platforms in 2022³. Although Immutable had no direct exposure to these firms, the broader contraction weighed on capital formation and user activity throughout the sector.
Despite these challenges, the industry showed renewed resilience during 2023. Bitcoin became one of the best performing major assets of the year as investors increasingly viewed it as a non-correlated store of value⁴. The banking sector stress in the United States in March 2023 contributed to renewed interest in digital assets.
Market conditions improved significantly through 2024. Total cryptocurrency market capitalization surpassed USD $3 trillion in the fourth quarter of 2024, supported by stronger institutional participation and improving liquidity conditions⁵. Bitcoin reached new all-time highs above USD $100,000⁶ during 2024 following the approval of multiple spot Bitcoin exchange-traded funds in the United States. Ethereum also benefitted from continued network upgrades and scaling improvements, while other networks, including Solana, Hedera, and Avalanche, saw increasing developer activity⁷.
Stablecoins continued to grow as an essential component of digital asset market structure. Aggregate stablecoin market capitalization exceeded USD $200 billion in the first quarter of 2025 and surpassed USD $250 billion by the third quarter of 2025⁸. Although the broader market
2 International Monetary Fund Global Financial Stability Report, October 2023
3 Bank for International Settlements, BIS Bulletin No. 73, Crypto Shocks and Financial Stability, 2023
4 CoinGecko, 2023 Annual Crypto Industry Report
5 CoinMarketCap, Global Cryptocurrency Market Capitalization Historical Data, December 2024
6 CoinMarketCap, Bitcoin Historical Data, December 2024
7 The Block Research, 2024 Digital Asset Outlook Report
8 The Block, Stablecoin Market Dashboard, Q1 and Q3 2025
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Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
strengthened, performance across industry segments remained uneven. Decentralized finance platforms experienced renewed engagement with moderate growth in total value locked, while NFT-sector activity remained below prior cycle peaks⁹.
Regulation remained a central factor influencing sentiment and market structure. The European Union advanced its Markets in Crypto Assets Regulation (MiCA)¹⁰. The United Kingdom and Hong Kong continued to establish licensing frameworks for exchanges and custodial services¹¹. In the United States, early 2025 saw increasing legislative attention to stablecoin oversight, market structure standards, and digital asset intermediaries¹². Although these developments offered more clarity, the long-term regulatory landscape continues to evolve.
Macroeconomic conditions shaped digital asset performance through the first half of 2025. Uncertainty regarding interest rate policy, fiscal conditions in major economies, and global trade dynamics contributed to periods of volatility across risk assets, including digital assets¹³. These dynamics moderated investor appetite but also encouraged further discussion around diversification and alternative assets.
Infrastructure maturity continued to improve through 2024 and 2025, supported by advances in custody security, enhanced exchange compliance standards, and growing developer activity across multiple ecosystems. A number of publicly traded companies that incorporate digital assets into their corporate treasury strategies also brought additional attention to on-balance-sheet digital asset holdings¹⁴.
Looking ahead, the digital asset industry is positioned for continued development, although meaningful uncertainties remain. Growth will be influenced by global economic conditions, institutional participation, regulatory clarity, technological progress, and sustained user adoption. Companies operating in the sector will need to balance opportunities with prudent risk management and disciplined capital allocation.
Financing Events
During the periods ended September 30, 2025 and 2024, there were no financing events.
Material Contracts and Events
Immutable has not entered into any material contracts outside of the ordinary course of business prior to the date hereof, other than the agreements described below.
⁹ DappRadar, Industry Reports, 2024–2025
¹⁰ European Commission MiCA Implementation Updates 2024–2025
¹¹ HKMA and FCA regulatory publications 2024–2025
¹² U.S. Congress, Stablecoin Legislation: An Overview of S. 1582, GENIUS Act, July 2025
¹³ OECD, Economic Outlook, June 2025
¹⁴ Examples of publicly traded companies that have incorporated digital assets into their corporate treasury strategies include Strategy Incorporated f/k/a MicroStrategy Incorporated (NASDAQ: MSTR), Metaplanet Inc. (OTCQX: MTPLF), and Matador Technologies Inc. (TSXV: MATA, OTCQB: MATAF, FSE: IU3). Public disclosures made by these issuers in their respective regulatory filings describe the role of digital assets, including Bitcoin, within their treasury strategies and balance-sheet management practices. These filings are accessible through the SEC’s EDGAR database, SEDAR+, and other relevant securities regulatory portals, 2023–2025.
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Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
TPA Agreement
Further to the disclosures above, on July 30, 2021, IAM entered into the TPA with Hedera Hashgraph and Immutable SPE, whereby, Immutable SPE acquired 437,650,000 HBAR at a price of USD $0.02 per HBAR.
Pursuant to the terms of the organizational documents of the Immutable SPE and the Management Agreement between IAM and the Immutable SPE, IAM received a management fee of USD $2,000,000 as consideration for its management services for the Purchased HBAR. The management fee was earned and recognized evenly over the 36-month term commencing on September 22, 2021.
During the nine-month period ended September 30, 2025, the Company recognized $nil (September 30, 2024 - $657,847 (USD $483,557)) in management fee income. As at September 30, 2025 and December 31, 2024, there were no current deferred revenues.
During the year ended December 31, 2023, the HBAR held was released and distributed in-kind to investors of the Immutable SPE. The Company recognized performance fee income for the nine-month period ended September 30, 2025, amounting to $nil (September 30, 2024 - $3,973,005 (USD $2,921,587)). The performance fee is calculated as 15% of the realized gain on the released tokens upon distribution. The gain is measured using the median of the 5 day preceding closing price of HBAR prior to distribution, less the cost base of USD $0.02.
1800Bitcoin Agreement
On October 19, 2021, the Company entered into a lease agreement for the exclusive right to the use of the toll-free number 1-800-BITCOIN for the use in 1800Bitcoin LLC's business and marketing efforts. The lease agreement has an initial term of five years, with the opportunity to extend the term for an additional three successive terms. Either party has the ability to terminate the agreement by giving 30 days written notice.
The costs of the lease included an initial fee of USD $250,000 (paid - $308,783). In addition, the Company will pay a monthly service fee for each service month, which will be the greater of USD $3,500 or the value of 1/12 of the average price of one Bitcoin in US dollars over each of the business days in the prior month based on the end of day Bitcoin Reference Rate for each such business date. During the first 6 months of the initial term, the monthly fee was capped at USD $10,417 for any service month within the six-month period. The subscriber of record has committed in the contract to provide all commercially reasonable best efforts within its power and role under the shared use agreement to assure that Immutable's business objectives are achieved. During the year ended December 31, 2023, it was determined the ROU asset was impaired and as a result, the Company wrote off the remaining balance of the asset of $185,708 through the statement of loss and comprehensive loss.
Management Update
In July 2025, the Company announced changes to its senior leadership. Melyssa Charlton, who has served as the Interim Chief Financial Officer since 2021, was appointed Interim Chief Executive Officer (the "Interim CEO"), succeeding Jordan Fried. Jordan has stepped back from day-to-day operations, but remains actively involved as Chairman of the Board, where he continues to guide the Company's long-term strategic direction. Melyssa brings deep experience
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Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
working with and advising Canadian public companies and has played a central role in Immutable's financial oversight and compliance since joining the Company.
In conjunction with this transition, William "Billy" Baxter was appointed Interim Chief Financial Officer (the "Interim CFO"). Billy has been with Immutable since 2021 and most recently served as Head of Corporate Development & Operations. He has contributed to several core initiatives, including the management of the Immutable HBAR Opportunity 1 Fund, overseeing the Company's digital asset holdings, and strategy.
Results for the three- and nine-month period ended September 30, 2025
During the nine-month period ended September 30, 2025, the Company recorded a net loss and comprehensive loss of $1,830,235 (September 30, 2024 –$793,902). For the three-month period ended September 30, 2025, the Company recorded a net loss and comprehensive loss of $898,518 (September 30, 2024 –$1,907,886).
Income
During the nine-month period ended September 30, 2025, the Company recognized $nil (September 30, 2024 - $733,564) in revenue related to the management fee and performance fee earned over the three quarters, through the TPA for managing the Immutable HBAR Opportunity 1 LLC fund under the Company's asset management business.
During the year ended December 31, 2023, started monthly distributions, primarily as in-kind distributions to its investors. The Company recognized a performance fee income for the period ended September 30, 2025, amounting to $nil (September 30, 2024 - $3,973,005 (USD $2,921,587)), calculated as 15% of the realized gain on the tokes at the time of distribution. This gain is measured using the 5 day average price of HBAR preceding the distribution, less the cost base of $0.02.
Other non-cash items
During the nine-month period ended September 30, 2025, the Company recognized a gain on the sale of HBAR for USD of $nil (September 30, 2024 - $215,804). As at September 30, 2025, the Company recognized a loss through the statement of loss of $nil (September 30, 2024 - $2,324,177) in connection with the revaluation of the digital assets. During September 30, 2025, the loss on revaluation of the digital assets was captured through other comprehensive income, as set out by the Company's material accounting policy. In addition, the Company recorded share-based compensation of $76,720 (September 30, 2024 - $129,746) for the vesting of previously granted stock options. In addition, the Company recorded a deferred tax recovery of $1,042,000 (September 30, 2024 - $nil) in relation to the reversal of the deferred tax liability.
Operating losses
Operating expenses for the nine-month period ended September 30, 2025 were $2,843,403 (September 30, 2024 - $3,292,806), which primarily consists of the following:
- Website development costs of $48,259 (September 30, 2024 - $183,654) which were incurred for the continued maintenance of the Company's www.nft.com website.
- Professional fees of $1,477,799 (September 30, 2024 - $1,629,354), of which $475,927 (September 30, 2024 - $550,424) relates to accounting, tax and audit fees, and
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Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
$1,001,872 (September 30, 2024 - $1,078,930) related to legal fees. Legal fees were provided for a wide range of services by internal and external counsel including: general counsel, corporate filings, fund management, employment and labor laws, and other regulatory compliance.
- Consulting fees of $442,123 (September 30, 2024 - $430,618) relate to fees paid to strategic advisors, executive assistants, and contractors of the business.
- Marketing costs of $6,514 (September 30, 2024 - $17,255) were paid towards advertising spends on social media platforms on the Company's newsletter Coffee and Crypto, promotional events for NFT.com and sponsorship at conferences.
As at September 30, 2025, the Company had total current assets of $20,494,682 (December 31, 2024 - $27,738,221) to cover its accounts payable and accrued liabilities of $433,842 (December 31, 2024 - $431,887).
Summary of Quarterly Results
The following table sets out information, derived from the Company's consolidated financial statements, for each of the eight most recently completed financial quarters:
| | Q3 2025
September 30, 2025
$ | Q2 2025
June 30, 2025
$ | Q1 2025
March 31, 2025
$ | Q4 2024
December 31, 2024
$ |
| --- | --- | --- | --- | --- |
| Revenues | nil | nil | nil | nil |
| Operating expenses | (894,174) | (958,775) | (990,454) | (1,464,838) |
| Total (loss) income for the period | (898,518) | (953,740) | 22,023 | (1,102,807) |
| (Loss) income per share – basic and diluted | (0.01) | (0.01) | 0.00 | (0.01) |
Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
| Q3 2024 September 30, 2024 $ | Q2 2024 June 30, 2024 $ | Q1 2024 March 31, 2024 $ | Q4 2023 December 31, 2023 $ | |
|---|---|---|---|---|
| Revenues | 733,564 | 1,873,706 | 2,023,582 | 1,507,989 |
| Operating expenses | (1,223,390) | (996,383) | (1,073,033) | (1,291,285) |
| Total (loss) income for the period | (1,907,886) | (44,576) | 1,158,560 | (244,679) |
| (Loss) income per share - basic and diluted | (0.02) | (0.00) | 0.01 | (0.00) |
The Company's quarterly results over the past eight quarters reflect the winding down of legacy business activities, the completion of IHO1 (i.e., the Immutable SPE), and ongoing cost management efforts. Revenue peaked in Q1 and Q2 2024 due to management and performance fees earned by IAM from the fund, which was fully distributed in October 2023 and continued to generate performance allocations through 2024. These revenues ceased in Q3 2024 and all subsequent quarters once the fund was completed and dissolved. This is consistent with the financial disclosures in the Q1 2024 and Q2 2024 interim financial statements which report significant fee income from the fund during that period.
Operating expenses have generally trended downward across the eight quarters, reflecting deliberate cost reduction measures implemented beginning in mid-2023. These reductions included scaling back certain business lines, reducing payroll and consulting costs, discontinuing paid marketing programs, and minimizing discretionary spending. This trend is observable in the annual financial statements for 2024, where operating costs declined materially from prior periods.
Quarterly net income figures in early 2024 were also influenced by gains related to digital asset revaluations and sales of HBAR held by IAM, as reflected in the Q1 2024 interim financial statements. These positive variances did not recur in later quarters once digital asset volatility normalized and the Company shifted to a conservative treasury posture.
From Q4 2024 through Q3 2025, revenues remained nil as the Company no longer generated management fees and had not yet relaunched new revenue-producing business lines. During this period, operating expenses continued to decline as the Company focused on essential activities related to treasury oversight, regulatory compliance, and strategic planning.
Losses narrowed modestly over the most recent quarters primarily due to improved cost control rather than revenue generation. This is reflected in Q2 2025 and Q3 2025 results, where the Company reported reduced operating expenses relative to the same quarters of the prior year.
Overall, the quarterly results show a transition period in which revenue streams from the prior fund were completed, legacy business lines were reduced or paused, and the Company shifted to a strategic planning phase focused on evaluating new business development opportunities in the digital asset ecosystem.
Immutable Holdings Inc. Management's Discussion and Analysis For the nine-month periods ended September 30, 2025 and 2024
Select Annual Information
The following is a summary of selected audited financial information for the years ended December 31, 2023 and 2024, and the nine months ended September 30, 2025:
| Period ended September 30, 2025 $ | Year ended December 31, 2024 $ | Year ended December 31, 2023 $ | |
|---|---|---|---|
| Total assets | 20,494,682 | 27,741,374 | 14,512,702 |
| Revenues | - | 4,630,855 | 2,190,151 |
| Total loss for the period | (1,830,235) | (1,896,709) | (6,055,565) |
| Loss per share – basic and diluted | (0.02) | (0.02) | (0.06) |
Liquidity and Capital Resources
As at September 30, 2025, the Company had a working capital balance of $20,060,840 (December 31, 2024 -$ 27,306,334). Significant items include cash of $4,855,326 (December 31, 2024 -$ 8,295,966), digital assets of $15,385,948 (December 31, 2024 -$19,171,478), and prepaid expenses of $224,127 (December 31, 2024 -$ 270,777) offset by accounts payable and accrued liabilities of $433,842 (December 31, 2024 -$ 431,887).
During the nine-month period ended September 30, 2025, cash used in operating activities was $2,780,553 (September 30, 2024 -$ 4,314,603). The balance after adjustments for items not involving cash primarily relates to a change in digital assets of $\$nil$ (September 30, 2024 - $5,589,874). Cash used in investing activities totaled $409,785 (USD $297,528) (September 30, 2024 - $nil), which related to IAM's purchase of 1,224,125 HBAR tokens as part of the Company's strategic digital asset holdings.
As at the date of this report, the Company has sufficient capital to meet its ongoing operating and investment activities, for at a minimum 12 months.
The Company has no capital commitments as at the date of this report.
Digital Asset Holdings
A summary of the nature, initial investment and movement in the value of crypto assets in Canadian dollars is as follows:
Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
| Digital assets | |
|---|---|
| $ | |
| Balance, December 31, 2023 | 1,774,046 |
| Digital assets purchased from Fund investors | 2,317,328 |
| Performance fees received in digital assets | 4,049,994 |
| Digital assets sold for USD | (2,734,761) |
| Gain on sale of digital assets | 76,374 |
| Revaluation of digital assets | 12,945,457 |
| Foreign translation adjustment | 743,040 |
| Balance, December 31, 2024 | 19,171,478 |
| Revaluation of digital assets | (3,866,058) |
| Digital assets purchased | 409,785 |
| Foreign translation adjustment | (329,257) |
| Balance, September 30, 2025 | 15,385,948 |
Crypto assets are recorded at their fair value on their acquisition date, or when they are received as revenues, and are revalued at their current market value at each reporting date. Crypto assets held are measured using the closing price per www.coinmarketcap.com at 12:00 am UTC, on each reporting date.
As at September 30, 2025, the total loss on revaluation of digital assets was $3,866,058 (September 30, 2024 -$ 2,140,912). The Company determines cost as the historical weighted average cost of the digital assets acquired and disposed of. The loss offsets a previously recognized gain which was recognized under the revaluation method during the period ended September 30, 2025 of $nil (September 30, 2024 -$1,552,605), and the remaining $3,866,058 (September 30, 2024 -$588,307) was recognized in other comprehensive income (loss).
During the period ended September 30, 2025, the Company sold digital assets for proceeds totaling $\$ \text{nil}$ (September 30, 2024 - $\$ 777,445$ ) with a cost basis of $\$ \text{nil}$ (September 30, 2024 - $\$ 561,641$ ) and recorded a resulting gain on sale of digital assets of $\$ \text{nil}$ (September 30, 2024 - $\$ 215,804$ ). The digital assets were sold to purchase USD or pay vendors in order to manage the Company's risk exposure.
As at September 30, 2025, the breakdown by crypto asset class is as follows:
| Number of coins | Fair Value (USD) | Fair value (CAD) | Fair value % | |
|---|---|---|---|---|
| ETH | 67.81 | $ 281,122 | $ 391,885 | 3% |
| HBAR | 49,939,852 | 10,737,068 | 14,967,473 | 97% |
| USDC | 11,368 | 11,368 | 15,847 | 0% |
| WETH | 1.86 | 7,708 | 10,743 | 0% |
| $ 11,037,266 | $ 15,385,948 | 100% |
Immutable Holdings Inc. Management's Discussion and Analysis For the nine-month periods ended September 30, 2025 and 2024
Proposed Transactions
As at the date of this MD&A, there were no proposed transactions.
Off-Balance Sheet Arrangements
As of the date of this MD&A, the Company does not have any material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed.
Related Party Transactions
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company's executive officers and Board of Director members.
The Company incurred the following expenses during the nine-month periods ended September 30, 2025 and 2024 for key personnel:
| September 30, 2025 | September 30, 2024 | |
|---|---|---|
| Professional and consulting fees | $ 825,761 | $ 745,620 |
| Share-based compensation | 2,061 | 10,983 |
| $ 827,822 | $ 756,603 |
During the year ended December 31, 2021, the Company became the sponsor of the Fund which was managed by the Chairman of the Board, Mr. Long and Mr. Franco. The Company received a USD $2,000,000 management fee as compensation for managing the Fund. During the period ended September 30, 2025, the Company recognized $nil (September 30, 2024 - $657,831) in management fee income and $nil (September 30, 2024 - $3,973,005) in performance fee income.
As at September 30, 2025, there was $45,000 (December 31, 2024 - $nil) outstanding in accounts payable and accrued liabilities due to the interim CEO. Amounts are unsecured, do not bear interest and are due on demand.
As at September 30, 2025, there was $139,400 (December 31, 2024 - $nil) outstanding in prepaids for professional and consulting fees paid to Mr. Long. Professional and consulting fees were also paid to the interim CFO.
During the year ended December 31, 2021, the Company entered into two asset purchase agreements with the Chairman of the Board (the "Vendor") to purchase five domain names: 1800bitcoin.com, CBDC.com, HBAR.com, Immutable.co, and NFT.com. In exchange for the intangible assets, the Company will pay the Vendor a total of USD $1,325,000 (the "Purchase Price") in quarterly payments beginning on the earlier of:
18
Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
(i) such date that any of the Company's subsidiaries owning the domain names shall have been determined to have received earnings before interest income tax depreciation and amortization ("EBITDA") in excess of USD $1,000,000 for the preceding quarter; or
(ii) the Company shall have determined to have received EBITDA in excess of USD $1,000,000 for the preceding quarter, excluding amounts receivable by the Company that are attributable to the EBITDA received by the subsidiaries with rights to the specific domain.
Each quarterly payment shall amount to:
(i) a) the sum of the EBITDA received by the applicable subsidiary that has received EBITDA in excess of USD $1,000,000 for the preceding quarter; and
b) the EBITDA of the subsidiary if it has received EBITDA in excess of USD $1,000,000 in the preceding quarter, excluding any amounts receivable by the subsidiary that are attributable to EBITDA received by the applicable subsidiary.
(ii) Multiplied by 10%.
Each quarterly payment shall continue until the Purchase Price is paid in full.
The contingent consideration associated with the asset purchase agreements has been accounted for under IAS 37 – Provisions, contingent liabilities and contingent assets. It is management's view, the variable future payments are dependent on the Company's future activities, and as a result, will not meet the initial recognition criteria of a financial liability until the financial targets are probable. During the nine-month period ended September 30, 2025 and the year ended December 31, 2024, the Company recognized $nil on the statement of financial position.
Capital Management
The Company considers the items included in shareholders' equity as capital. The Company manages the capital structure and makes adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets. The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the operations of the Company. The Company is not subject to any external capital requirements imposed by a regulator.
Share Capital
The Company is authorized to issue two classes of common shares:
- Subordinate Voting Shares ("SVS") (Class A common shares); and
- Multiple Voting Shares ("MVS") (Class B common shares)
The Company is authorized to issue an unlimited number of SVS and MVS, both without nominal or par value. Each MVS converts into 1,000 SVS. At a shareholder meeting of the Company, the holders of SVS are entitled to one vote in respect of each SVS held, and the holders of MVS are entitled to 1,000 votes in respect of each MVS held.
Immutable Holdings Inc. Management's Discussion and Analysis For the nine-month periods ended September 30, 2025 and 2024
As at September 30, 2025, the issued and outstanding share capital is comprised of 65,508 MVS (December 31, 2024 – 66,318) and 32,583,077 SVS (December 31, 2024 – 31,773,434) for a total of 98,091,317 (December 31, 2024 – 98,091,317) voting shares on an as if fully converted basis.
As of the date of this MD&A, the Company has 65,508 MVS shares and 32,583,077 SVS shares issued and outstanding, and 5,276,100 stock options outstanding.
Critical Accounting Judgements and Estimates
The preparation of the Company's consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company operates in the blockchain and digital asset space, many aspects of which are not specifically addressed by current IFRS guidance. Management has exercised significant judgement as to the application of IFRS and the selection of appropriate accounting policies. In the event authoritative guidance is enacted by the IASB, the Company may be required to change its policies which could result in a change in the Company's financial position and earnings.
Estimates and assumptions are continually 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 results could differ from these estimates.
Critical accounting judgements
Revenue recognition
The application of the Company's accounting policies for revenue recognition of management fees, performance fees, and interest income requires judgement in determining the contract types and the timing and recognition of revenues over contract terms.
Accounting for cryptocurrencies
Accounting for investments in digital currencies requires management to make judgements based on the entity's business model and its purpose and intent for investing in the assets, the nature and use of the assets and the expected timeline of the use. The Company currently holds certain digital assets, which are considered to be identifiable non-monetary assets without physical substance. The digital assets were acquired through sales initiated on the Company's nft.com platform, as well as through performance fee payments for managing the Fund, IAM. The Company's intention is to convert the proceeds to USD, in a reasonable timeframe, to manage its exposure risk. As a result, management has determined that the digital assets should be accounted for as intangible assets under IAS 38 – Intangible Assets as current assets on the statement of financial position. This judgement includes consideration of the operations, strategy and intent of management.
19
20
Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
The Company applies the revaluation method to the asset classes whereby there is an active market in which the digital assets are traded. Management exercises judgement in defining active markets and assesses whether there is sufficient frequency and volume to provide pricing information on an ongoing basis.
Transactions
Judgment is used when determining whether an acquisition is a business combination or an asset acquisition. There are judgements in measuring the fair value of equity instruments issued as consideration and in allocating the fair value of consideration paid to the assets acquired and liabilities assumed. For asset acquisitions made in exchange for contingent consideration, management must develop and assess expectations for the probability of the liability being triggered in the future.
Going concern
The assessment of the Company's ongoing viability as an operating entity and determination of the related disclosures require significant judgment. In assessing the Company's ability to continue as a going concern, market and regulatory factors are considered.
Identifying whether a contract includes a lease
Judgement is applied when determining whether a contract contains a lease. Management applies judgment on certain factors, including whether the supplier or lessor has substantive substitution rights and if the Company obtains substantially all of the economic benefits in the identified asset and the rights to direct the use of that asset. In addition, management exercises judgement in determining whether variable payments should be included in the calculation of a lease liability.
Critical accounting estimates
Share-based payments
Where applicable, the fair value of certain equity instruments is subject to the limitations of the Black-Scholes Option Pricing Model. The Company's use of an option pricing model requires inputs of highly subjective assumptions, including the volatility of share prices, forfeiture rates, risk-free rates and the expected term of the instrument.
Current and deferred taxes
The Company's provision for income taxes is estimated based on the expected annual effective tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The current and deferred components of income taxes are estimated based on forecasted movements in temporary differences. Changes to the expected annual effective tax rate and differences between the actual and expected effective tax rate and between actual and forecasted movements in temporary differences will result in adjustments to the Company's provision for income taxes in the period changes are made and/or differences are identified.
21
Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
Financial Instruments
The Company's financial instruments consist of cash and accounts payable and accrued liabilities. The Company's cash is classified at FVTPL and its accounts payable and accrued liabilities are carried at amortized cost. In addition, the Company measures its digital assets at fair value using the revaluation method under IAS 38-Intangible assets.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are as follows:
- Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
- Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3 - Inputs that are not based on observable market data.
The fair value of cash is determined based on level 1 inputs which consist of quoted prices in active markets for identical assets.
The fair value of digital assets is determined using level 2 inputs. The fair value is determined by utilizing a volume-weighted average price approach derived from quoted market prices across principal exchanges as of 12:00am UTC for identical assets per www.coinmarketcap.com.
As at September 30, 2025, the Company believes that the carrying values of its accounts payable and accrued liabilities approximate their fair values because of their nature and relatively short maturity dates or durations.
Financial Statement Risk Management
The Company's financial instruments are exposed to a number of risks that are summarized below:
Credit risk
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its cash and digital assets. The Company manages its credit risk by maintaining its cash in federally regulated financial institutions in the United States and Canada. The Company primarily secures its digital assets through the use of custodians on which the Company has performed internal due diligence procedures on.
The Company manages its credit risk on digital assets by maintaining HBAR, ETH, WETH, and USDC balances under thresholds set by the finance and treasury team. The team accounts for and continually verifies the amount of crypto assets within the custodian's control by conducting weekly conversions into fiat currency. The Company monitors its HBAR balances on a weekly basis for volatility in the market, however, it plans to maintain a position for fiscal 2025. The
22
Immutable Holdings Inc.
Management’s Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
Company limits its credit risk for digital assets by placing them with a high-quality financial institution that is believed to have sufficient capital to meet their obligations as they come due.
As of each reporting period, the Company assesses if there may be expected credit losses requiring recognition of a loss allowance. While the Company intends to only transact with counterparties that it believes to be creditworthy, there can be no assurance that a counterparty will not default and that the Company will not sustain a significant loss on a transaction as a result.
Digital asset risks
Digital asset prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and global political and economic conditions. The profitability of Company's operations is directly related to the current and future market price of digital assets. A decline in the market prices for digital assets could negatively impact the Company's future operations.
Investing in cryptocurrencies is speculative, prices are volatile and market movements are difficult to predict. Supply and demand for such currencies change rapidly and are affected by a variety of factors, including regulation and general economic trends. Cryptocurrencies have a limited history, their fair values have historically been volatile and the value of cryptocurrencies held by the Company could decline rapidly. Historical performance of digital assets is not indicative of their future performance.
Price and concentration risks
Price risk, specific to digital assets, is the risk of disposition of investments at less than favorable prices due to unfavorable market conditions. The Company is exposed to price and concentration risk on its digital asset holdings.
As at September 30, 2025, if the market price of the Company's crypto assets, excluding USDC holdings, changed by 10% with all other variables being constant, the corresponding digital asset value change would amount to approximately USD $1,103,000. The Company may not be able to liquidate its digital assets at its desired price if required.
The Company has not hedged the conversion of any of its cryptocurrency denominated digital assets.
Custody risks
The Company holds digital assets primarily through its accounts with institutional grade custodians. The Company's custody strategy is designed to secure its digital assets while providing the opportunity to maximize liquidity and efficient trading by making those assets readily available to deploy. The Company constantly monitors the digital asset balances it maintains with its custodians against deposits, and where the Company believes it to be necessary, will monetize digital assets into fiat currency.
The Company's custodians are SOC I Type II compliant institutions. The Company maintains internal controls to ensure that accounts held with each custodian are appropriately authorized and access restricted. As part of regular operations, designated individuals of the Company
23
Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
review and monitor custodied balances against internal fund records, verifying the accuracy of each holding. In addition, the Company performs due-diligence procedures including regular reviews over each custodian issued SOC report covering the applicable period.
Security risks
Many cryptocurrency networks are decentralized online end-user-to-end-user networks that host a public transaction ledger (blockchain) and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such networks. The system relies on cryptography to secure transactions, to control the creation of additional units and to verify the transfer of assets.
In many cryptocurrency transactions, the recipient or the buyer must provide its public key, which serves as an address for a digital wallet, to the seller. To confirm transaction activity each party must sign transactions with a data code derived from entering the private key into a hashing algorithm. This signature serves as validation that the transaction has been authorized by the owner of the cryptocurrency. Security breaches, computer malware, and computer hacking attacks have been a prevalent concern in the digital assets exchange markets.
Loss of access risks
The loss of access to the private keys associated with the Company's cryptocurrency holdings may be irreversible and could adversely affect an investment. Cryptocurrencies are controllable only by an individual that possesses both the unique public key and private key or keys relating to the "digital wallet" in which the cryptocurrency is held. To the extent a private key is lost, destroyed or otherwise compromised and no backup is accessible the Company may be unable to access the cryptocurrency.
Regulatory oversight risks
Regulatory changes or actions may restrict the use of cryptocurrencies or the operation of cryptocurrency networks or exchanges in a manner that adversely affects investments held by the Company.
Irrevocability of transactions risks
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or theft generally will not be reversible, and the Company may not be capable of seeking compensation.
Hard fork risks
Hard forks may occur for a variety of reasons including, but not limited to, disputes over proposed changes to the protocol, significant security breach, or an unanticipated software flaw in the multiple versions of otherwise compatible software. In the event of a hard fork in a cryptocurrency held by the Company, it is expected that the Company would hold an equivalent amount of the old and new cryptocurrency following the hard fork.
24
Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
The Company may not be able to realize the economic benefit of a hard fork, either immediately or ever, for various reasons. For instance, the company may not have any systems in place to monitor or participate in hard forks. Therefore, the Company may not receive any new cryptocurrencies created as a result of a hard fork, thus losing any potential value from such cryptocurrencies.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company's financial liabilities consist of its accounts payable and accrued liabilities. The Company manages its liquidity risk through the management of its capital structure. The Company's accounts payable and accrued liabilities have contractual maturities of 30 days or are due on demand, do not generally bear interest and are subject to normal trade terms. As at September 30, 2025, the Company had $4,855,326 in cash to cover its accounts payable and accrued liabilities of $433,842.
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, investment fluctuations, and equity prices. Market conditions will cause fluctuations in the fair values of financial assets classified as fair value through profit or loss, and cause fluctuations in the fair value of future cash flows for assets or liabilities measured at fair value. Currently, the Company is not exposed to significant market risk, other than that noted on digital assets.
Foreign exchange risk
Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the foreign currency exchange rates. Revenue and expenses are mostly denominated in US dollars and Canadian dollars. A significant change in the currency exchange rates between the US dollar and the Canadian dollar could have an effect on the Company's results of operations, financial position or cash flows. The majority of the Company's financial instruments are denominated in US dollars, therefore, the Company is not subject to any significant foreign exchange risk at this time. As at September 30, 2025, a change of 10% in the foreign exchange rates from Canadian dollar to the US dollar would result in approximately an increase or decrease of approximately $7,000 in the Company's net loss for the period. The Company has not hedged its exposure to currency fluctuations.
Business Risks
General Digital Asset Risks
Immutable's business is reliant on blockchain technology service providers.
As a blockchain holding company, Immutable and its subsidiaries rely on blockchain technology service providers, including the Service Providers, that provide services to Immutable's subsidiaries pursuant to services agreements, to carry out its operations. The Service Providers provide Immutable's subsidiaries access to platforms that power the critical infrastructure required to receive and broadcast transactions. In the event that agreements with the Service Providers were terminated for any reason, Immutable's subsidiaries would need to find replacement service providers. While Immutable's subsidiaries believes there are a number of other service providers
25
Immutable Holdings Inc.
Management’s Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
capable of providing replacement services on terms and conditions that would be commercially reasonable, there is no guarantee Immutable’s subsidiaries would be able to find such service providers and enter into similar agreements on similar terms, or at all. Failure to find suitable replacement service providers could cause Immutable’s subsidiaries to reduce or terminate its operations.
Regulatory changes or actions may alter the nature of an investment in the Company or restrict the use of digital assets in a manner that adversely affects the Company’s operations.
As digital assets have grown in both popularity and market size, governments around the world have reacted differently, with certain governments deeming cryptocurrencies illegal and others allowing 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 Company or any digital assets that the Company may stake is impossible to predict, but such change could be substantial and adverse to the Company. Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade digital assets, or to exchange digital assets for fiat currency. By extension, similar actions by other governments, may result in the restriction of the acquisition, ownership, holding, selling, use or trading in the Company Shares. Such a restriction could result in the Company liquidating its inventory of digital assets at unfavorable prices and may adversely affect the price of the Company Shares.
Digital asset transactions are irrevocable and losses may occur.
Digital asset transactions are irrevocable and stolen or incorrectly transferred cryptoassets may be irretrievable. Digital asset transactions are not reversible without the consent and active participation of the recipient of the transaction. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of digital assets will not be reversible. To the extent that Immutable is able to seek a corrective transaction with the third party, or is incapable of identifying the recipient of its digital assets through error or theft, Immutable will not be able to revert or otherwise recover any incorrectly transferred digital assets, or to convert or recover digital assets transferred to uncontrolled accounts.
Immutable holds the majority of its digital assets in an industry-standard and commonly used digital asset custodian.
A custodian is responsible for the safekeeping Immutable’s private keys, which are used to access its cryptocurrency account and which facilitate the transfer of digital assets in accordance with Immutable’s instructions. The custodian holds digital assets in segregated cold-storage (meaning the assets are stored on devices without any internet access - making it significantly more difficult for a hacker to access the funds). If Immutable’s cryptoassets are lost, stolen or destroyed under circumstances rendering a party liable to Immutable, the responsible party may not have the financial resources sufficient to satisfy Immutable’s claim. Also, although a custodian uses security procedures with various elements, such as redundancy, segregation and cold storage, to minimize the risk of loss, damage and theft, neither the custodian nor Immutable can guarantee the prevention of such loss, damage or theft, whether caused intentionally, accidentally or by an act of God. Access to Immutable’s custodian account could also be restricted by natural events (such as an earthquake or flood) or human actions (such as a terrorist attack).
26
Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
Dependence on Digital Keys
The loss or destruction of a private key required to access certain cryptocurrencies or digital wallets may be irreversible. The Company's loss of access to its private keys or its experience of a data loss relating to its cryptocurrency or digital asset wallets could adversely affect the Company. Certain cryptocurrencies and digital wallets are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet. Private keys typically must be safeguarded and kept private to prevent a third party from accessing the relevant cryptocurrencies and NFTs held in the wallet. If a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Company will be unable to access the cryptocurrencies and NFTs held in the wallet. Any loss of private keys relating to digital wallets used to store the Company's cryptocurrencies and NFTs could materially and adversely affect the Company's operations.
Third-party custodians
The Company uses institutional grade custodian to secure crypto assets. A material percentage of crypto asset holdings are custodied with either BitGo Trust Company or Anchorage Digital Bank N.A., each of which offers regulated, segregated, and secure custody infrastructure.
The Company maintains internal controls to ensure that accounts held with custodians are appropriately authorized and access is restricted to designated personnel. As part of regular operations, Company employees reconcile custodied balances against internal records and verify the accuracy of each crypto asset holding.
BitGo Trust Company, a regulated trust company chartered in South Dakota, provides qualified custody for digital assets and is SOC 2 Type I and Type II certified. BitGo utilizes multi-signature technology, cold storage, and rigorous security protocols to protect client assets. The Company's assets custodied with BitGo are held in a dedicated account under the name of its subsidiary, with transaction approvals subject to Company-defined controls and user access policies.
Anchorage Digital Bank N.A. is a federally chartered bank regulated by the Office of Comptroller of the Currency headquartered in San Francisco, California and is SOC 2 Type 1 certified and SOC 1 Type II compliant. Anchorage generates digital asset private keys in air-gapped hardware security models and the key generation unfractured that is physically isolated from public network connectivity. Transfers require quorum-based approvals from multiple authorized users in accordance with policies set by the Company.
While both custodians offer robust infrastructure and regulatory compliance, the Company recognizes that third-party custody arrangements entail operational and counterparty risks. Any breach, failure, or regulatory action involving a custodian could result in a loss or delay in accessing digital assets. As such, the Company conducts ongoing due diligence on each provider and continuously evaluates the security and operational practices in place.
Immutable's use of proprietary and non-proprietary software, data and intellectual property may be subject to substantial risk.
Immutable's token selection strategy may rely heavily on the use of proprietary and non-proprietary software, data and intellectual property of third parties in the digital asset sector. The reliance on this technology and data is subject to a number of important risks. For example, the operation of any element of the digital assets network, or any other electronic platform, may be
27
Immutable Holdings Inc.
Management’s Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
severely and adversely affected by the malfunction of technology. For example, an unforeseen software or hardware malfunction could occur as a result of a virus or other outside force, or as result of a design flaw in the design and operation of the network or platform. Further, if Immutable’s software, hardware, data or other intellectual property is found to infringe on the rights of any third party, the underlying value of the assets of Immutable could be materially and adversely affected. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in a digital asset network’s long-term viability or the ability of end-users to hold and transfer digital assets may adversely affect the value of these assets. Additionally, a meritorious intellectual property claim could prevent Immutable and other end-users from accessing various networks or holding or transferring their digital assets.
Immutable’s business is exposed to the potential misuse of digital assets and malicious actors.
Since the existence of digital assets, there have been attempts to use them for speculation or malicious purposes. Although lawmakers increasingly regulate the use and applications of digital assets, and software is being developed to curtail speculative and malicious activities, there can be no assurances that those measures will sufficiently deter those and other illicit activities in the future. Advances in technology, such as quantum computing, could lead to a malicious actor or botnet (a voluntary or hacked collection of computers controlled by networked software coordinating the actions of the computers) being able to alter the blockchain on which digital asset transactions rely. In such circumstances, the malicious actor or botnet could control, exclude or modify the ordering of transactions, or generate new digital assets or transactions using such control. The malicious actor or botnet could double spend its own digital assets and prevent the confirmation of other users’ transactions for so long as it maintains control. Such changes could adversely affect an investment in the Company Shares.
The security procedures and operational infrastructure of Immutable may be breached due to the actions of outside parties, error or malfeasance of an employee of the Company, or otherwise, and, as a result, an unauthorized party may obtain access to Immutable’s digital asset accounts, private keys, data or tokens. Additionally, outside parties may attempt to fraudulently induce employees of Immutable or the Company to disclose sensitive information in order to gain access to the infrastructure of Immutable. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event, and often are not recognized until launched against a target, Immutable may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of Immutable’s digital assets account occurs, the market perception of the effectiveness of its security protocols could be harmed and the value of the Company Shares could be materially adversely affected.
A decline in the adoption and use of digital assets could materially and adversely affect the performance of the Company.
Because digital assets are a relatively new asset class and a technological innovation, they are subject to a high degree of uncertainty. As a related but separate issue from that of the regulatory environment, the adoption, growth and longevity of any digital asset will require growth in its usage and in the blockchain for various applications. A lack of expansion in use of digital assets and blockchain technologies would adversely affect the financial performance of the Company. In addition, there is no assurance that any digital assets will maintain their value over the long term. Even if growth in the use of any digital assets occurs in the near or medium term, there is no assurance that such use will continue to grow over the long term. A lack of expansion of digital
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Immutable Holdings Inc.
Management’s Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
assets into the retail and commercial markets, may result in increased volatility or a reduction in the market price of these assets. Further, if fees increase for recording transactions on these blockchains, demand for digital assets may be reduced and prevent the expansion of the networks to retail merchants and commercial businesses, resulting in a reduction in the price of these assets. A contraction in use of any digital asset may result in increased volatility or a reduction in prices, which could materially and adversely affect Immutable’s investment and trading strategies, the value of its assets and the value of any investment in the Company Shares.
Market Acceptance
The operating results of the Company’s business is subject to the market acceptance of the NFT.com platform. If the NFT.com platform does not gain market acceptance, its operating results may be negatively affected. If the markets for the NFT products and services fail to develop, develop more slowly than expected or become subject to increased competition, its business may suffer.
The growth of the NFT market and the digital asset industry in general, and distributed ledger technology that supports digital assets, is subject to a high degree of uncertainty. The factors affecting the further development of the digital asset industry, as well as distributed ledger technology, include: continued worldwide growth in the adoption and use of digital assets; government and quasi-government regulation of digital assets and their use, or restrictions on or regulation of access to and operation of applicable distributed ledger technology or systems that facilitate their issuance and secondary trading; the maintenance and development of the open-source software protocols of certain blockchain networks used to support digital assets; advancements in technology, including computing power, that may render existing distributed ledger technology obsolete or inefficient; the use of the networks supporting digital assets for developing smart contracts and distributed applications; changes in consumer demographics and public tastes and preferences; the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; and general economic conditions and the regulatory environment relating to digital assets.
The value of digital assets may be subject to momentum pricing risk.
Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Market prices of digital assets are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of digital assets, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of Immutable’s digital assets.
Valuation of NFTs
The Company will offer or have funds associated with NFTs. NFTs are unique, one-of-a-kind digital assets made possible by certain digital asset network protocols. Because of their non-fungible nature, NFTs introduce digital scarcity and have become popular as online “collectibles,” similar to physical rare collectible items, such as trading cards or art. Like real world collectibles, the value of NFTs may be prone to “boom and bust” cycles as popularity increases and subsequently subsides. Certain metadata pertaining to NFTs may be stored “offchain,” i.e., not
29
Immutable Holdings Inc.
Management’s Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
on a decentralized digital asset network. If the entity behind an NFT project ceases hosting relevant metadata relating to NFTs, such NFTs may become worthless. If any of these events were to occur, it could adversely affect the value of certain of the Company's future strategies. In addition, because NFTs generally rely on the same types of underlying technologies as digital assets, most risks applicable to digital assets (including phishing, hacking, blockchain risks) are also applicable to NFTs and hence any investment into NFTs will be subject to general digital assets risks as described elsewhere in these risk factors.
Banks may not provide banking services, or may cut off banking services, to businesses that provide digital asset-related services.
A number of companies that provide digital asset-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to digital asset-related companies, or companies that accept digital assets, for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide digital asset-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may decrease the usefulness of digital assets as a payment system and harm public perception of digital assets. Similarly, the usefulness of digital assets as a payment system and the public perception of digital assets could be damaged if banks were to close the accounts of many or of a few key businesses providing digital asset-related services. This could decrease the market prices of digital assets, and adversely affect the value of Immutable's digital asset inventory and the Company Shares.
Market adoption of cryptoassets has been limited to date and further adoption is uncertain.
Currently, there is relatively small use of cryptoassets in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect an investment in the securities or Company Shares. Cryptoassets have only recently become accepted as a means of payment for goods and services by certain major retail and commercial outlets, and use of cryptoassets by consumers to pay such retail and commercial outlets remains limited. Conversely, a significant portion of cryptoasset demand is generated by speculators and investors seeking to profit from the short- or long-term holding of tokens. A lack of expansion by cryptoassets into the retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in the market price of these assets. Further, if fees increase for recording transactions on these blockchains, demand for cryptoassets may be reduced and prevent the expansion of the networks to retail merchants and commercial businesses, resulting in a reduction in the price of these assets.
Immutable and the Company will have to adapt to respond to evolving security risks.
As technological change occurs, the security threats to Immutable's digital assets will likely adapt, and previously unknown threats may emerge. The ability of Immutable to adopt technology in response to changing security needs or trends may pose a challenge to the safekeeping of their assets. To the extent that Immutable is unable to identify and mitigate or stop new security threats, the Company's assets may be subject to theft, loss, destruction or other attack.
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Immutable Holdings Inc.
Management’s Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
The Company may be unable to obtain adequate insurance to insure its operations.
The Company intends to insure its operations in accordance with technology industry practice. However, given the novelty of digital asset and associated businesses, such insurance may not be available, may be uneconomical for the Company, or the nature or level may be insufficient to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the Company.
Cryptocurrency is not covered by deposit insurance.
Transactions using cryptocurrency are not covered by deposit insurance, unlike banks and credit unions that provide guarantees or safeguards.
The unregulated nature and lack of transparency surrounding the operations of digital asset exchanges may cause the marketplace to lose confidence in such exchanges.
Cryptocurrency and digital asset exchanges on which cryptocurrencies and other digital assets trade are relatively new and, in some cases, unregulated. While some exchanges provide information regarding their ownership structure, management teams, corporate practices and regulatory compliance, many other exchanges do not. As a result, the marketplace may lose confidence in these exchanges, including prominent exchanges that handle a significant volume of trading in these assets. In recent years, there have been a number of cryptocurrency and digital asset exchanges that have closed because of fraud, business failure or security breaches. Additionally, larger cryptocurrency and digital asset exchanges have been targets for hackers and malware and may be targets of regulatory enforcement actions. A lack of stability in these exchanges, and their temporary or permanent closure, may reduce confidence in the digital asset marketplace in general and result in greater volatility in the price of digital assets. These potential consequences could materially and adversely affect the value of the Resulting Shares.
Other Risks
The business of the Company will be exposed to cybersecurity risks.
Cyber incidents can result from deliberate attacks or unintentional events, and may arise from internal sources (e.g., employees, contractors, service providers, suppliers and operational risks) or external sources (e.g., nation states, terrorists, hacktivists, competitors and acts of nature). Cyber incidents include unauthorized access to information systems and data (e.g., through hacking or malicious software) for purposes of misappropriating or corrupting data or causing operational disruption. Cyber incidents also may be caused in a manner that does not require unauthorized access, such as causing denial-of-service attacks on websites (e.g., efforts to make network services unavailable to intended users). A cyber incident that affects Immutable or its service providers might cause disruptions and adversely affect their respective business operations, and might also result in violations of applicable law (e.g., personal information protection laws), each of which might result in potentially significant financial losses and liabilities, regulatory fines and penalties, reputational harm, and reimbursement and other compensation costs. In addition, substantial costs might be incurred to investigate, remediate and prevent cyber incidents.
31
Immutable Holdings Inc.
Management’s Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
The Company may be subject to litigation.
The Company may be subject to litigation arising out of its operations. Damages claimed under such litigation may be material, and the outcome of such litigation may materially impact the Company’s operations, and the value of the Company Shares. While the Company will assess the merits of any lawsuits and defend such lawsuits accordingly, they may be required to incur significant expense or devote significant financial resources to such defenses. In addition, the adverse publicity surrounding such claims may have a material adverse effect on the Company’s operations.
Immutable has a limited operating history.
Immutable has a limited history of operations and is in the early stage of development. As such, the Company will be subject to many risks common to such enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered in light of its early stage of operations. There can be no assurance that the Company will be able to develop any of its projects profitably or that any of its activities will generate positive cash flow.
The Company may require additional funds to finance its operations.
Additional funds, raised through debt or equity offerings, may be needed to finance the Company’s future activities. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could cause the Company to reduce or terminate its operations.
If additional funds are raised through further issuances of equity or securities convertible into equity, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of Company Shares. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities.
The business of Immutable is subject to competition from other staking companies.
The Company will compete with other cryptocurrency and distributed ledger technology businesses, including other businesses focused on developing substantial digital asset staking operations. Although any market participant with sufficient capital and know-how has the ability to acquire tokens on the open market and start staking, there are a wide range of tokens being staked across the networks Immutable participates in. Accordingly, Immutable’s management is not focused on competition in the industry.
Competition
The Reporting Issuer will compete with other NFT businesses. Any market participant with sufficient capital and know-how has the ability to compete with the Company’s core businesses. As a result, the Company will face significant competition in the blockchain and NFT sectors. The Company’s competitors may include other acquisition vehicles and major blockchain-based businesses worldwide which may have greater financial, technical and human capital than the Company, in addition to superior expertise and experience in the blockchain business.
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Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
The NFT market in which the Company competes requires continuous innovation and are highly competitive, rapidly evolving, subject to changing technology, shifting customer trends, competition for new content, and frequent introductions of new products and services. New competitors could launch new businesses in the Company's markets at a relatively low cost since technological and financial barriers to entry are relatively low. Some of the Company's current and potential competitors may have competitive advantages, such as greater name recognition, longer operating histories, broader geographic scope, and larger marketing budgets, as well as substantially greater financial, technical, personnel, and other resources. The Company may also experience competition from smaller, newer competitors that may be more agile in responding to customers' demands. These competitors may be able to respond more quickly and effectively than the Company can to new or changing opportunities, technologies, standards or customer requirements or provide competitive pricing. As a result, even if the Company's products are more effective than the products and services that the Company's competitors offer, potential customers might select competitive products and services in lieu of purchasing the Company's products and services. For these reasons, the Company may not be able to compete successfully against the Company's current and future competitors, which could negatively impact the Company's future sales and harm the Company's business and financial condition.
The Company's compliance and risk management programs may not be effective.
The Company's ability to comply with applicable laws and rules will be largely dependent on the establishment and maintenance of compliance, review and reporting systems, as well as the ability to attract and retain qualified compliance and other risk management personnel. The Company cannot provide any assurance that its compliance policies and procedures will always be effective or that the Company will be successful in monitoring or evaluating its risks. In the case of alleged non-compliance with applicable laws or regulations, the Company could be subject to investigations and judicial or administrative proceedings that may result in substantial penalties or civil lawsuits, including by customers, for damages, restitution or other remedies, which could be significant. Any of these outcomes, individually or together, may among other things, materially and adversely affect the Company's reputation, financial condition, investment and trading strategies, and asset value and the value of any investment in the Company Shares.
Unexpected market disruptions may cause major losses for the Company.
The Company may incur major losses in the event of disrupted markets and other extraordinary events in which market behavior diverges significantly from historically recognized patterns. The risk of loss in such events may be compounded by the fact that in disrupted markets, many positions become illiquid, making it difficult or impossible to close out positions against which markets are moving. Market disruptions caused by unexpected political, military and terrorist events may from time to time cause dramatic losses for the Company. Any such disruptions and events may have a material and adverse effect on the Company's investment and trading strategies and on any investment in the Company.
Attracting and Retaining Key Personnel
The Reporting Issuer may be unable to attract or retain key personnel with sufficient experience, and the Company may be unable to attract, develop and retain additional employees required for the Company's development and future success. The Company's success is largely dependent on the performance of its board and management team. Qualified individuals are in high demand, and the Company may incur significant costs to attract and retain them. The loss of the services
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Immutable Holdings Inc.
Management's Discussion and Analysis
For the nine-month periods ended September 30, 2025 and 2024
of any key personnel, or an inability to attract other suitably qualified persons when needed, could prevent the Company from executing on its business plan and strategy, and the Company may be unable to find adequate replacements on a timely basis, or at all. The Company does not currently maintain key-person insurance on the lives of any of the Company's key personnel.
Other Information
Additional information relating to the Company, including its Annual Information Form for the year ended December 31, 2024, will be available under Immutable's profile on SEDAR+ at www.sedarplus.ca.