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Registered number: 10889544 MINIMUM SPANNING TECHNOLOGIES LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
MINIMUM SPANNING TECHNOLOGIES LIMITED COMPANY INFORMATION
Director | S Williams (appointed 28 July 2017)
Registered number | 10889544
Registered office | International House
| 36-38 Cornhill
| London
| EC3V 3NG
Independent auditors | HT Digital Ltd
| 101 New Cavendish Street
| 1st Floor South
| London
| United Kingdom
| W1W 6XH
MINIMUM SPANNING TECHNOLOGIES LIMITED CONTENTS
| Page
Strategic Report | 1 - 3
Director's Report | 4 - 5
Independent Auditors' Report | 6 - 11
Statement of Comprehensive Income | 12
Statement of Financial Position | 13 - 14
Statement of Changes in Equity | 15
Statement of Cash Flows | 16
Notes to the Financial Statements | 17 - 32
MINIMUM SPANNING TECHNOLOGIES LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2023
Introduction
Minimum Spanning Technologies Ltd. (MSTL) was founded on 28 June 2017 as a private limited company based in London, United Kingdom. In 2018, management relocated to Berlin. Following the United Kingdom’s withdrawal from the European Union, MSTL has been treated as a partnership (OHG) under German civil law since 1 January 2021. MSTL is the predecessor of the German-registered MST OHG (Minimum Spanning Technologies OHG), which was formally entered in the Berlin commercial register on 28 September 2021. On 29 November 2024, the company was renamed to Minimum Spanning Technologies UG (haftungsbeschränkt) & Co. OHG. Operational activities and ownership structure remain unchanged. The business purpose of MSTL is the development of a blockchain-based network whose members provide and exchange virtual storage capacities. The so-called "AR Token", which was also developed by MSTOHG/MSTL and is sold by MSTOHG/MSTL, serves to utilize this network. The AR token is used as a "means of payment" within the AR network and can therefore also serve as an investment object. The proceeds from the sale of AR tokens are partly reinvested by MSTOHG/MSTL in companies that develop products and services based on the AR network. MSTOHG/MSTL operates globally with customers and business partners worldwide. To fulfill its corporate purpose, MSTOHG maintains a service agreement with Cluster 227 UG. C-227 provides software development services and business operations services.
Business review
In 2023, the Arweave network continued to scale, with total network storage increasing from 114.05 TiB to 147 TiB — a 29% year-over-year increase. The total number of transactions on the network rose from 459.9 million to over 2.2 billion. MSTL generated total revenue of €27,236,401 (prior year: €39,032,616), primarily from the monetisation of AR tokens. Additionally, MSTL expanded its lending operations. It realised €4,073,277 in interest income (prior year: € 1,154,504) from loan agreements with affiliated entities and other investments. The Company is financed primarily through proceeds from prior AR token sales. In line with management’s strategic decision, significantly fewer tokens were sold in 2023 compared to 2021 and 2022. Liquidity remained stable throughout the year, with sufficient cash and token reserves to meet all obligations. The Company has no outstanding debt and has not raised external equity. Its financial position remains solid, supported by disciplined cash management and conservative spending. In 2024 and 2025, the Company chose not to fund operations through large-scale token sales, instead relying on existing liquidity and selectively expanding its investment portfolio. The strategic focus remained on strengthening the AR ecosystem through strategic investments and support. Operating costs were relatively stable. Depreciation charges on token-related financial assets decreased significantly to €921,321.78 (prior year: €7,496,946.44), reflecting a partial market recovery. Page 1
MINIMUM SPANNING TECHNOLOGIES LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2023
Principal risks and uncertainties
Key risks identified by management include: • Cybersecurity risk: MSTL operates with robust internal controls to mitigate the risk of unauthorised access or cyberattacks on its IT systems and crypto-assets. • Loss of crypto-assets: Secure custody arrangements and internal processes are designed to prevent the loss or mismanagement of token holdings. • Investment impairment risk: Most investments are made in early-stage companies with direct relationships to MSTL. Close involvement from MSTL experts in product and strategy serves to safeguard investment value. Despite ongoing risks, MSTL continues to benefit from the structural adoption of decentralised storage and increasing transaction volumes on the Arweave network.
Financial key performance indicators
The directors consider the following financial metrics to be key indicators of performance for the Company: • Revenue for the year amounted to €27.24 million (2022: €39.03 million), primarily arising from sales of AR tokens. The significant decrease reflects management’s deliberate decision to minimise AR token sales in 2023. • Interest income from lending activities to group companies increased to €4.07 million (2022: €1.15 million), driven by higher outstanding loan balances and increased utilisation of credit lines by affiliated entities. • The cost of materials, which primarily relates to consulting services and freelancers, decreased in 2023 and amounted to €3.74 million (prior year: €8.50 million). • Depreciation and amortisation on token-related financial assets decreased significantly to €0.92 million (2022: €7.50 million), in line with improved token price stability and fewer impairments.
Other key performance indicators
In addition to financial results, the directors monitor operational and ecosystem development metrics: • The Arweave network grew substantially, with stored data increasing from 114.05 TiB to 147.00 TiB, a 29% year-over-year increase. • Transaction activity on the network surged, with total transactions exceeding 2.2 billion by year-end (2022: 459.9 million), reflecting strong adoption of the underlying infrastructure. • The Company maintained its role as a key contributor to the ecosystem, providing technical, financial, and strategic resources to a broad network of builders and developers. Page 2
MINIMUM SPANNING TECHNOLOGIES LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2023
Director's statement of compliance with duty to promote the success of the Company
Promotion of Success: All decisions made have been rooted in the overarching objective of promoting the success of MSTL. Our strategic initiatives have aimed at enhancing the company's market position, technological prowess, and overall competitiveness within the crypto industry. Long-Term Value Creation: Recognizing the dynamic nature of the crypto market, decisions taken have been driven by the pursuit of long-term value creation. This includes the strategic allocation of resources to initiatives with enduring positive impacts on the company's growth and resilience. Stakeholder Interests: The interests of our stakeholders, encompassing token holders, employees, and the wider community, have been carefully considered in all decision-making processes. Our commitment to fostering positive and mutually beneficial relationships remains unwavering. Risk Management: Acknowledging the inherent volatility in the crypto space, we have implemented robust risk management strategies. These measures are designed to safeguard the company's interests and ensure a prudent approach to capital allocation. Ethical Conduct: MSTL continues to operate with the utmost ethical integrity. Transparency, fairness, and adherence to regulatory standards have been fundamental tenets of our business practices. This report was approved by the board on 19 February 2026 and signed on its behalf.
................................................ S Williams Director
Page 3
MINIMUM SPANNING TECHNOLOGIES LIMITED DIRECTOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2023 The director presents his report and the financial statements for the year ended 31 December 2023.
Director's responsibilities statement
The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the director is required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activity of the Company is the development and operation of a blockchain-based network whose members provide and exchange virtual storage capacities.
Results and dividends
The profit for the year, after taxation, amounted to €18,461,349 (2022 - €2,493,757). No dividends were declared during the year or prior year.
Director
The director who served during the year was:
S Williams
Greenhouse gas emissions, energy consumption and energy efficiency action
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower. MSTL does not take part in any high energy consuming activities like mining or productions, has no employees and therefore has no need for energy efficiency action. Page 4
MINIMUM SPANNING TECHNOLOGIES LIMITED DIRECTOR'S REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2023
Disclosure of information to auditors
The director at the time when this Director's Report is approved has confirmed that: ∙so far as he is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditors
The auditors, HT Digital Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 19 February 2026 and signed on its behalf.
................................................ S Williams Director
Page 5
MINIMUM SPANNING TECHNOLOGIES LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINIMUM SPANNING TECHNOLOGIES LIMITED
Opinion
We have audited the financial statements of Minimum Spanning Technologies Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for Qualified Opinion
We were appointed as auditors of the Company subsequent to the prior financial year and were therefore unable to obtain sufficient appropriate audit evidence regarding the AR sales deferred revenue of €128,374,792 as at 31 December 2023 and €145,484,956 as at 31 December 2022 and AR token cost basis €4,947,786 as at 31 December 2023 and €1,331,825 as at 31 December 2022, which forms part of inventories, as at the beginning of the current reporting period. The AR sales deferred revenue balance relates to AR token sales that occurred in the prior year. As the opening balance of deferred revenue affects the timing and amount of revenue recognised in the current and subsequent financial years, we were unable to determine whether any adjustments might be necessary in respect of revenue, profit for the year, deferred revenue at the reporting date, or the related disclosures. The AR token cost basis relates to AR tokens held by the Company and recorded within inventories at cost. As we were unable to obtain sufficient appropriate audit evidence in respect of this opening balance, we were unable to determine whether any adjustments might be necessary to inventories, cost of sales, profit for the year, or the related disclosures in the current and subsequent financial years. We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Page 6
MINIMUM SPANNING TECHNOLOGIES LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINIMUM SPANNING TECHNOLOGIES LIMITED (CONTINUED)
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our Auditors' Report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of director's remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Page 7
MINIMUM SPANNING TECHNOLOGIES LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINIMUM SPANNING TECHNOLOGIES LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Director's Responsibilities Statement set out on page 4, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Page 8
MINIMUM SPANNING TECHNOLOGIES LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINIMUM SPANNING TECHNOLOGIES LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: ∙Identify and assess the risk of material misstatement of the entity's financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. ∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. ∙Conclude on the appropriateness of the directors' use of going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. ∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation (i.e. gives a true and fair view). ∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during the audit. The extent to which the audit was considered capable of detecting irregularities including fraud. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including Page 9
MINIMUM SPANNING TECHNOLOGIES LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINIMUM SPANNING TECHNOLOGIES LIMITED (CONTINUED) fraud and non-compliance with laws and regulations, was as follows: • the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; • we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the computer component manufacturing and supply sector; • we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company; • we assessed the extent of compliance with the laws and regulations identified through making enquiries of management and inspecting legal correspondence; and • identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: • making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; • considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; To address the risk of fraud through management bias and override of controls, we: • performed analytical procedures to identify any unusual or unexpected relationships; • tested journal entries to identify unusual transactions; • assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; • investigated the rationale behind significant or unusual transactions In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: • agreeing financial statement disclosures to underlying supporting documentation; • reading the minutes of meetings of those charged with governance; • enquiring of management as to actual and potential litigation and claims; • reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors; and There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Page 10
MINIMUM SPANNING TECHNOLOGIES LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINIMUM SPANNING TECHNOLOGIES LIMITED (CONTINUED) Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
Use of our report
This report is made solely to the Company's members, as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body for our audit work, for this report, or for the opinions we have formed. Nicholas Newman (Senior Statutory Auditor) for and on behalf of Nicholas Newman (Senior statutory auditor) For and on behalf of HT Digital Ltd Chartered Accountants & Statutory Auditors 101 New Cavendish Street, London W1W 6XH 19 February 2026 Page 11
MINIMUM SPANNING TECHNOLOGIES LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2023
|  | As restated
| 2023 | 2022
Note | € | €
Turnover | 4 | 27,236,401 | 39,032,616
Cost of sales |  | (9,182,640) | (4,358,693)
Gross profit |  | 18,053,761 | 34,673,923
Administrative expenses |  | (8,420,437) | (16,314,105)
Other operating income |  | 794,007 | 5,933,776
Operating profit |  | 10,427,331 | 24,293,594
Investments revaluation gain/(loss) |  | 4,161,402 | (7,859,776)
Interest receivable and similar income | 9 | 4,073,277 | 1,154,504
Profit before tax |  | 18,662,010 | 17,588,322
Tax on profit | 10 | (200,661) | (15,094,565)
Profit for the financial year |  | 18,461,349 | 2,493,757
Other comprehensive income for the year |  |  |
Total comprehensive income for the year |  | 18,461,349 | 2,493,757
There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.
The notes on pages 17 to 32 form part of these financial statements.
Page 12
MINIMUM SPANNING TECHNOLOGIES LIMITED REGISTERED NUMBER: 10889544 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2023
|  |  |  | As restated
|  | 2023 |  | 2022
Note |  | € |  | €
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | 7,621,496 |  | 5,715,537
Tangible assets | 12 |  | 3,056 |  | 3,250
Investments | 13 |  | 9,793,448 |  | 9,672,371
|  |  | 17,418,000 |  | 15,391,158
Current assets |  |  |  |  |
Stocks | 14 | 4,947,786 |  | 1,331,823 |
Debtors: amounts falling due within one year | 15 | 79,376,284 |  | 72,096,829 |
Current asset investments | 16 | 77,507,105 |  | - |
Cash at bank and in hand | 17 | 6,840,033 |  | 92,076,791 |
|  | 168,671,208 |  | 165,505,443 |
Creditors: amounts falling due within one year | 18 | (189,957,419) |  | (206,123,727) |
Net current liabilities |  |  | (21,286,211) |  | (40,618,284)
Total assets less current liabilities |  |  | (3,868,211) |  | (25,227,126)
Net liabilities |  |  | (3,868,211) |  | (25,227,126)
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 111 |  | 111
Profit and loss account |  |  | (3,868,322) |  | (25,227,237)
|  |  | (3,868,211) |  | (25,227,126)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 February 2026.
................................................ S Williams
Director
The notes on pages 17 to 32 form part of these financial statements. Page 13
MINIMUM SPANNING TECHNOLOGIES LIMITED REGISTERED NUMBER: 10889544 STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2023
Please refer to the prior year note 21 for detailed explanation of the prior period error. The effect of the prior period error on the company statement of financial position is as follows: Retained earnings as per prior year signed audited accounts 38,244 Prior year restatements (25,265,481) (25,227,237)
Page 14

|  | MINIMUM SPANNING TECHNOLOGIES LIMITED |
STATEMENT OF CHANGES IN EQUITY (Restated) FOR THE YEAR ENDED 31 DECEMBER 2023
|  | Called up share capital | Profit and loss account | Total equity
|  | € | € | €
| At 1 January 2022 (restated) | 113 | (27,720,994) | (27,720,881)
| Profit for the year (restated) | - | 2,493,757 | 2,493,757
| Shares cancelled during the year | (2) | - | (2)
| At 1 January 2023 (restated) | 111 | (25,227,237) | (25,227,126)
| Profit for the year | - | 18,461,349 | 18,461,349
| Prior year adjustments | - | 2,897,566 | 2,897,566
| Total comprehensive income for the year | - | 21,358,915 | 21,358,915
| At 31 December 2023 | 111 | (3,868,322) | (3,868,211)
| The notes on pages 17 to 32 form part of these financial statements.
Page 15

MINIMUM SPANNING TECHNOLOGIES LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2023
|  |  |  | As restated
|  |  | 2023 | 2022
|  |  | € | €
Cash flows from operating activities |  |
Profit for the financial year | 18,461,349 | 2,493,757
Adjustments for: |  |
Depreciation of tangible assets | 194 | 326
(Increase) in stocks | (3,615,962) | (1,021,526)
(Increase) in debtors | (7,316,985) | (60,196,106)
(Decrease)/increase in creditors | (16,128,880) | 91,756,624
Net fair value losses/(gains) recognised in P&L | 4,545,734 | (30,378,354)
Net cash from operating activities | (4,054,550) | 2,654,721
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (3,675,103) | -
Sale of intangible assets | - | 7,544,685
Purchase of listed investments | - | (3,324,531)
Purchase of short-term listed investments | (77,507,105) | -
Sale of short-term unlisted investments | - | 276,714
Net cash from investing activities | (81,182,208) | 4,496,868
Net (decrease)/increase in cash and cash equivalents | (85,236,758) | 7,151,589
Cash and cash equivalents at beginning of year | 92,076,791 | 84,925,202
Cash and cash equivalents at the end of year | 6,840,033 | 92,076,791
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 6,840,033 | 92,076,791
| 6,840,033 | 92,076,791
The notes on pages 17 to 32 form part of these financial statements.
Page 16
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
1. | General information
The principal activity of Minimum Spanning Technologies Limited ("the Company"), is the development and operation of a blockchain-based network whose members provide and exchange virtual storage capacities. The Company is limited by shares and incorporated in England and Wales. The registered office address is International House, 36-38 Cornhill, London, EC3V 3NG. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to trade for the foreseeable future, being twelve months from the date of signing of these financial statements. The Company benefits from a healthy cash and net assets position. The director is confident that the Company has sufficient working capital to meet its debts as they fall due, therefore consider it appropriate to prepare the accounts on the going concern basis. The Company currently is in a net current liability position similar to prior year, this is mainly due to the deferred income. Which will be reflected as income in future years. Page 17
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is Euros. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue comprises consideration received in exchange for digital assets. Revenue is recognised over the period which the holder of the digital asset would receive benefit from the Company's performance. Revenue is deferred in excess of costs until the point at which the platform ceases to operate, or the Company is no longer engaged in the development and activities to support the platform, at which point the Company will have satisfied its obligation to the owner of the digital asset. Where uncertainty arises over the outcome of the transaction, revenue shall not be deferred in excess of 10 years.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 18
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 2.Accounting policies (continued)
| 2.6 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in Germany where the Company operates and generates income.
| 2.7 | Digital assets held as intangible assets
Digital assets acquired from third parties and not held for resale in the ordinary course of business are classified as intangible assets and initially recognised at cost. After recognition, under the revaluation model, digital assets shall be carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent impairment losses - provided that the fair value can be determined by reference to an active market. Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using the fair value at the end of the reporting period. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
| 2.8 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Office equipment | - | 25% |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 19
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 2.Accounting policies (continued)
| 2.9 | Valuation of investments
Fixed asset investments are measured at fair value model. Current asset investments whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are measured at cost less accumulated impaired.
| 2.10 | Digital assets held as stock
Internally generated digital assets are classified as stock as they are held for sale in the ordinary course of business. They are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.11 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management. Page 20
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 2.Accounting policies (continued)
| 2.12 | Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Investments in non-derivative instruments that are equity to the issuer are measured: • at fair value with changes recognised in the Statement of Comprehensive Income if the shares are publicly traded or their fair value can otherwise be measured reliably; • at cost less impairment for all other investments. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Page 21
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Corporation Tax and VAT Provision The entity has recognised a provision for German corporation tax and German VAT of €58,636,447 and €1,722,994, respectively. The provision is based on estimates and assumptions on undeclared policies which the entity is expecting to be applicable to their trade. Deferred Revenu e The Company recognises deferred revenue in respect of amounts received in advance for services to be provided over the expected period of network development and operation. Management has exercised significant judgement in determining the period over which this deferred revenue is recognised as income. The deferred revenue is amortised over a period of ten years, which represents management’s best estimate of the period over which the Company will continue to provide substantive services prior to the network becoming sufficiently decentralised such that the Company’s ongoing involvement is expected to reduce significantly. This estimate is based on current development plans, anticipated technological milestones, and industry experience. Actual outcomes may differ from these estimates, and any changes to the expected period of decentralisation could result in a material adjustment to the timing of revenue recognised in future periods. V aluation impairment estimates The Company holds investments in SAFTs, SAFEs, TPAs and convertible notes, which are classified as financial assets and are measured at fair value at each reporting date where observable market data is available. Determining fair value in these circumstances requires the use of judgement, particularly where market activity is limited or prices are subject to volatility. Where reliable fair value information is not available, such investments are measured at cost less impairment. In assessing whether an impairment has occurred, management considers a range of factors including the investee’s financial performance, progress against development milestones, funding status, observable transactions in comparable instruments, and broader market conditions. The valuation of these investments involves estimation uncertainty, and actual outcomes may differ from those estimates. Changes in assumptions or the availability of market data could result in material adjustments to the carrying values of investments in future periods. Page 22
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  |  | As restated
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Turnover | 27,236,401 | 39,032,616
|  | 27,236,401 | 39,032,616
|  |  |  |  |  | As restated
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Rest of the world | 27,236,401 | 39,032,616
|  | 27,236,401 | 39,032,616
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  |  | As restated
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Exchange differences | 689,103 | 1,323,784
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 100,868 | 27,000
| Fees payable to the Company's auditors and their associates in respect of other fees | 14,410 | 12,500
Page 23
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
7. | Employees
| Staff costs were as follows:
|  |  |  |  |  | As restated
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Staff salaries | 38,205 | -
|  | 38,205 | -
| The average monthly number of employees, including the director, during the year was as follows:
|  |  | 2023 | 2022
|  |  | No. | No.
|  | Director | 1 | 1
8. | Director's remuneration
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Director's emoluments | 195,719 | 217,044
|  | 195,719 | 217,044
| The highest paid director received remuneration of €195,719 (2022 - €217,044).
9. | Interest receivable
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Interest receivable from group companies | 2,020,841 | 1,102,617
| Other interest receivable | 2,052,436 | 51,887
|  | 4,073,277 | 1,154,504
Page 24
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
10. | Taxation
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Corporation tax |  |
| Current tax on profits for the year | 200,661 | 22,105,920
| Adjustments in respect of previous periods | - | (7,011,355)
|  | 200,661 | 15,094,565
| Total current tax | 200,661 | 15,094,565
| Deferred tax |  |
| Total deferred tax | - | -
| Tax on profit | 200,661 | 15,094,565
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as the standard rate of corporation tax in Germany of 30.18% (2022 - 30.18%). The differences are explained below:
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Profit on ordinary activities before tax (Taxable profit includes loss before tax of EUR (2,593,861) provision adjustment for token distribution of EUR 1,219,284 and other adjustments of EUR 823,488) | 551,089 | 73,251,211
| Profit on ordinary activities multiplied by effective rate of corporation tax in the Germany of 36.41% (2022 - 30.18%) | 200,661 | 22,105,920
| Effects of: |  |
| Adjustments to tax charge in respect of prior periods | - | (7,011,355)
| Total tax charge for the year | 200,661 | 15,094,565
| Factors that may affect future tax charges
There are no factors that may affect future tax charges. Page 25
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
11. | Intangible assets
|  | Digital assets
|  | €
| Cost |
| At 1 January 2023 | 5,715,537
| Additions | 59,821,382
| Disposals | (55,677,595)
| Revaluation surplus | (2,237,828)
| At 31 December 2023 | 7,621,496
| Net book value |
| At 31 December 2023 | 7,621,496
| At 31 December 2022 | 5,715,537
Page 26
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
12. | Tangible fixed assets
|  | Office equipment
|  | €
| Cost or valuation |
| At 1 January 2023 | 7,140
| At 31 December 2023 | 7,140
| Depreciation |
| At 1 January 2023 | 3,890
| Charge for the year on owned assets | 194
| At 31 December 2023 | 4,084
| Net book value |
| At 31 December 2023 | 3,056
| At 31 December 2022 | 3,250
13. | Fixed asset investments
|  | Other fixed asset investments
|  | €
| Cost or valuation |
| At 1 January 2023 | 9,672,371
| Revaluations | 121,077
| At 31 December 2023 | 9,793,448
| Net book value |
| At 31 December 2023 | 9,793,448
| At 31 December 2022 | 9,672,371
Page 27
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
14. | Stocks
|  |  |  |  |  | As restated
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Digital assets | 4,947,786 | 1,331,823
|  | 4,947,786 | 1,331,823
| The carrying value of stocks are stated at the lower of cost less net realisable value. No impairment of stock has been recognised during the year.
Page 28
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
15. | Debtors
|  |  |  |  |  | As restated
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Trade debtors | 408,455 | 395,407
| Amounts owed by group undertakings | 18,603,759 | 5,308,737
| Other debtors | 60,233,036 | 66,319,626
| Prepayments and accrued income | 131,034 | 73,059
|  | 79,376,284 | 72,096,829
16. | Current asset investments
|  |  |  |  |  | As restated
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Unlisted investments | 77,507,105 | -
|  | 77,507,105 | -
17. | Cash and cash equivalents
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Cash at bank and in hand | 6,840,033 | 92,076,791
|  | 6,840,033 | 92,076,791
Page 29
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
18. | Creditors: Amounts falling due within one year
|  |  |  |  |  | As restated
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
| Trade creditors | 389,087 | 292,821
| Corporation tax | 58,636,447 | 58,651,527
| Other taxation and social security | 1,722,994 | 1,686,652
| Other creditors | 341,413 | 7,771
| Accruals and deferred income | 128,867,478 | 145,484,956
|  | 189,957,419 | 206,123,727
19. | Share capital
|  |  |  |  | 2023 | 2022
|  |  |  |  | € | €
|  | Authorised, allotted, called up and fully paid |  |
|  | 111 (2022 : 111) Ordinary shares of €1.00 each | 111 | 111
20. | Prior year adjustment
| During the year ended 31 December 2023, the Company identified errors in the prior year financial statements. Certain investments were incorrectly impaired in the prior year, and a portion of administrative expenses was incorrectly classified within cost of sales. These errors have been corrected by restating the comparative information and adjusting opening retained earnings. The resulting prior year adjustments are set out below Impact on profit and loss and other comprehensive income:
|  |  |  |  | €
| Cost of sales per prior year signed accounts | (8,501,446)
| Prior year restatement | 4,142,753
| Restated cost of sales | (4,358,693)
Page 30
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
|  |  |  |  | €
| Administrative expenses per prior year signed accounts | (13,275,574)
| Prior year restatement | 2,640,740
| Restated administrative expenses | (10,634,834)
| Impact on balance sheet:
|  |  |  |  | €
| Investments per prior year signed accounts | 1
| Prior year restatement | 9,672,370
| Restated investments | 9,672,371
|  |  |  |  | €
| Current assets investments per prior year signed accounts | 3,186,654
| Prior year restatement | (3,186,654)
| Restated current asset investment | -
|  |  |  |  | 2023
|  |  |  |  | €
| Retained earnings per prior year signed accounts | 38,244
| Prior year restatement | (25,265,481)
| Restated current asset investment | (25,227,237)
21. | Related party transactions
| Included within debtors is a balance of €76,130,701 owed by companies under common control of the ultimate controlling party. In the prior year, the amount was a debtor balance of €61,277,083.
22. | Events Occurring after the Reporting Date
In the period between the balance date and the signing of the financial statements, there are no reported post balance sheet items. Page 31
MINIMUM SPANNING TECHNOLOGIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023
23. | Controlling party
The immediate and ultimate parent company is Mechanism Design Inc, a company incorporated in the United States. The ultimate controlling party is Sam Williams.
Page 32