TON Strategy Co Goodwill & Intangibles Disclosure
5. GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill consisted of the following:
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Additions – See Note 16 | 5,165 | |||||||
| Ending balance | $ | 5,165 | $ | |||||
Intangible Assets
Intangible assets, net consisted of the following
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Beginning balance | $ | 178 | $ | 117 | ||||
| Additions | 980 | 86 | ||||||
| (940 | ) | |||||||
| Amortization | (170 | ) | (25 | ) | ||||
| Ending balance | $ | 48 | $ | 178 | ||||
For the years ended December 31, 2025 and 2024, the Company amortized $170 and $25, respectively, of its intangible assets. See Note 16 – Acquisition.
Capitalized software development costs, net consisted of the following:
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Beginning balance | $ | 2,992 | $ | 3,990 | ||||
| Additions | 100 | |||||||
| Impairment | (2,070 | ) | ||||||
| Amortization | (1,022 | ) | (998 | ) | ||||
| Ending balance | $ | $ | 2,992 | |||||
In 2020, the Company began developing MARKET.live, a livestream ecommerce platform, and has capitalized $7,131 of internal and external development costs as of December 31, 2025 and 2024, respectively. In October 2021, the Company entered into a 10-year license and services agreement with a third party (the “Primary Contractor”) to develop on a work-for-hire basis certain components of MARKET.live. The Primary Contractor’s fees for developing such components, including the license fee, is $5,750. The Primary Contractor was paid an additional $500 bonus in April 2022 for services rendered pursuant to the license and service agreement.
For the years ended December 31, 2025 and 2024, the Company amortized $1,022 and $998, respectively, of its capitalized software development costs.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2022 | Apr 17, 2023 | |
| 2021 | Mar 31, 2022 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.