These financial statements were prepared by Cowrie – Administrator Services LLC (“Administrator Services”), which has been authorized as a member of the Syndicate Network Collective (“SNC”) to perform a variety of administrative responsibilities, including the preparation of quarterly and annual financial statements in support of quarterly tax updates.
The Quarterly Financial Statements (“QFS”) for SNC for the three- and nine-month periods ended September 30, 2026 also include the calculation of estimated U.S. federal income tax liabilities, conducted in accordance with the current standards, rules, and interpretive guidance under the Internal Revenue Code (“IRC”) and relevant U.S. Treasury regulations.
The preparation of these financial statements is guided by a primary objective: to analyze the financial activities of SNC with the express intent of estimating its potential U.S. federal and state income tax obligations. The QFS were not prepared under Generally Accepted Accounting Principles (“GAAP”). Rather, Administrator Services has selectively employed GAAP-informed principles and valuation methodologies where necessary to ensure internal consistency, defensible estimations, and analytical rigor. Please refer to the ITEM 3. Accounting and Tax Policy section below for further discussion.
These statements do not fall under the purview of AR-C Section 70, Preparation of Financial Statements, of the AICPA Statements on Standards for Accounting and Review Services (SSARS), as the preparation is auxiliary to our core tax engagement services. Likewise, AR-C Section 80 and AR-C Section 90 do not apply because we are not performing compilation or review services, respectively.
It is essential to emphasize that these financial statements are exclusively intended for SNC’s internal use and limited to the specific purposes outlined above. The methodology and scope of this report are tailored to the unique operational characteristics and decentralized governance model of the entity. Furthermore, while SNC has influence over certain structural parameters of the Syndicate Network (the “Protocol”), it does not exert ownership or managerial control. Accordingly, the financial results and associated tax estimates presented here do not include or reflect broader financial activities occurring at the protocol layer or among unrelated stakeholders in the broader Syndicate ecosystem.
The decentralized nature of SNC imposes distinct challenges with respect to the sourcing and consolidation of financial data. Unlike traditional enterprises that maintain centralized financial systems, there is no internal finance department. Accordingly, Administrator Services compiled financial data exclusively from blockchain transaction records associated with DUNA-controlled wallets (“Treasury Wallets”) and from offchain transactions executed under the scope authorized by SNC (e.g., vendor payments, tax payments, interest earned on bank account balance).
The QFS prepared herein do not constitute audited financial statements and do not purport to meet the disclosure or presentation requirements applicable under SEC rules or AICPA and PCAOB audit standards. These financial statements have not undergone an audit or review by an independent third party. Administrator Services is not an accounting firm and cannot guarantee the absence of material misstatements.
Accordingly, these financial statements should not be relied upon to detect misstatements, irregularities, fraud, or noncompliance with applicable laws and regulations. The absence of a centralized control environment and the pseudonymous nature of blockchain transactions mean that financial reporting under a DUNA model is subject to novel risks, including incomplete records, classification uncertainty, and data omissions.
It is essential that users of these financial statements exercise discretion and interpret the contents as a best-effort, good-faith, and methodologically sound approximation of SNC’s financial activity within the defined reporting period. These statements should not be regarded as comprehensive or verified financial records. They are not a substitute for independently audited financial statements and are provided without any warranties, express or implied, as to their completeness or accuracy.
Syndicate Network Collective (“SNC”) is the membership body comprised of participating governance tokenholders with governance rights over the SYND tokens held in the SNC Treasury and governance of SNC. SNC was initially organized as a WY Unincorporated Nonprofit Association (“UNA”) on July 10, 2025 and operated as a three-member entity prior to token distribution, at which point it transitioned to a WY Decentralized Unincorporated Nonprofit Association (“DUNA”) on September 17, 2025 once the 100-member threshold was met and transferability of the SYND token was released.
Membership in the DUNA results from holding SYND and actively participating (e.g., voting, delegating, submitting proposals, or staking); mere token ownership without participation does not constitute membership.
Members do not own SNC’s property and per-capita distributions are prohibited other than upon windup and dissolution.
SNC’s mailing address is:
Syndicate Network Collective
3306 Kelley Drive
Suite 1104
Cheyenne, WY 82001
Upon formation, Administrator Services filed Form 8832 with the Internal Revenue Service (IRS) to elect classification of SNC as a C Corporation for U.S. income tax purposes and obtained an Employer Identification Number.
As a C Corporation, SNC’s operations are taxed at the standard 21% U.S. federal income tax rate for corporations. SNC has not elected to be treated as a tax-exempt entity under section 501(c) of the Internal Revenue Code.
While DUNAs are not required to maintain member listings, both SNC and recipients of any outbound disposition from the SNC Treasury must comply with relevant tax reporting requirements.
As of September 30, 2026, the SNC Treasury contains 267,080,517 SYND tokens.
The use of the SNC Treasury is determined by the Association’s governing principles, which provide token governance procedures for submitting and approving proposals, as well as voting and membership.
On September 28, 2026, SNC governance approved the proposal "Windup and Dissolution of the Association" ("Dissolution Proposal") with 197,056,031 SYND votes cast in favor (satisfying the token quorum required), none against. The proposal authorizes the permanent removal of all SYND tokens held by the Treasury by sending the tokens to the burn address (0x000000000000000000000000000000000000dEaD), and upon completion of the burn of the treasury tokens, the dissolution of the Association pursuant to Article 8, Paragraph 1(a) of the Association Agreement, with Cowrie - Administrator Services LLC appointed as Windup Administrator.
The Dissolution Proposal provides for the discharge of all debts and obligations, the closure of custody and bank accounts, the filing of final tax returns, and a windup period of six months from dissolution, extended automatically until the final tax returns have been filed and accepted. In the event any funds remain after the discharge of all obligations of the Association, such funds will be distributed to one or more 501(c)(3) charitable organizations organized in Wyoming. The Dissolution Proposal also authorizes the final changes to the smart contracts comprising the Syndicate Network, in which the administrative keys will be burned and the protocol rendered immutable.
The transactions required to effect the windup, including the burn of the treasury tokens and the settlement of vendor termination amounts, had not occurred as of September 30, 2026; the Anchorage settlement was paid on October 8, 2026, and the remaining transactions are expected to occur during the fourth quarter of 2026 (see Part II, ITEM 4. Balance Sheet and ITEM 5. Statement of Income).
The Syndicate Network is a protocol and software stack that provides the infrastructure for building application-specific blockchains (“appchains”) that use programmable, onchain sequencers. The design goal is to give applications and their tokenized communities full control over how transactions are accepted, priced, ordered and governed, with final settlement occurring on established public chains such as Base and Ethereum. In doing so, the Syndicate Network provides an essential tool for decentralized communities to focus on product and community through utilization of existing infrastructure.
The SYND token functions as the native gas token for the Syndicate Network and Commons Chain (i.e., the network instance and reference deployment that serves as the staking and emissions hub for the Syndicate Network), aligning incentives among developers, users and the governance.
Additionally, the SYND token provides the mechanism for membership in the SNC DUNA, as holders are able to participate in governance decisions around the functionality of existing protocol parameters and to vote on how the SYND token contained in the SNC Treasury is utilized to support reliability, security and ecosystem growth for the Syndicate Network.
Administrator Services prepared the special-purpose QFS for SNC to evaluate its revenues and expenses with the ultimate objective of estimating potential U.S. federal and state income tax liabilities. This section outlines how SNC manages its financial reporting and tax obligations. The aim is to ensure a clear, consistent method for recognizing income and expenses, ultimately enabling the estimation of potential U.S. federal and state tax liabilities.
An accounting method is the set of rules that determines when and how income and expenses are recognized on financial statements and tax returns. An entity can use different methods for financial book vs. tax purposes (e.g. accrual for financial statements, cash for taxes), but whichever methods are chosen must clearly reflect income and be applied consistently year to year. Once an entity adopts a method, it must continue with it in subsequent years barring a justified change. In SNC’s case, both financial reporting and tax reporting use the accrual basis, as detailed below.
SNC uses the accrual method of accounting for its financial statements. This provides a more accurate and comprehensive view of the DUNA’s financial situation by recognizing revenues when earned and expenses when incurred, regardless of when cash is actually transferred. Under accrual accounting, unrealized gains and losses on Designated Tokens (defined below) are recognized, and deferred tax assets/liabilities are recorded for timing differences between book and tax treatments. This approach ensures the financial statements capture the full economic activity, not just cash flows. For example, if the SYND tokens held in the SNC Treasury appreciate during the period, that unrealized gain is reflected in the book financial statements (with a corresponding deferred tax liability for the expected taxable gain in the future).
For U.S. income tax purposes, SNC also reports on an accrual basis. Under Internal Revenue Code §446, taxpayers are generally allowed to use the method of accounting they use for their own books (cash, accrual, or other) so long as it clearly reflects income.
Under an accrual method of accounting, income and expenses are reported based on when they are earned or incurred, not when cash changes hands. In plain terms, this means an accrual-basis taxpayer generally reports income in the tax year it is earned (regardless of when payment is received) and deducts expenses in the tax year when the liability is incurred (regardless of when payment is made). This approach differs from the cash method and is grounded in specific tax rules (primarily IRC § 451 for income and IRC § 461 for expenses) that ensure revenue and corresponding expenses are matched to the correct period.
Income recognition (all-events test)
For tax purposes, IRC § 451 and the related regulations require that an accrual-method taxpayer recognize income once the “all-events test” is met. This test is satisfied when all events have occurred that fix the right to receive the income, and the amount can be determined with reasonable accuracy. In practice, this generally means income is considered at the earliest of the following: (1) when the required performance or service has been provided (i.e. the earnings process is complete), (2) when payment is due from the customer, or (3) when payment is actually received – whichever occurs first. By following this rule, taxpayers ensure that revenue is reported in the correct period (for example, if the DUNA earns fees or rewards in Year X, it must include them in Year X’s income even if the cash is received later). This approach is consistent with tax authority guidance and case law enforcing early recognition once the right to income is fixed.
Expense recognition (liability and economic performance)
On the expense side, accrual-method taxpayers deduct or accrue expenses when the liability is incurred, which similarly hinges on an all-events test plus an economic performance requirement. In simple terms, a taxpayer may deduct an expense only after: (1) all events have occurred that establish the fact of the liability, (2) the amount of the liability can be determined with reasonable accuracy, and (3) economic performance has occurred with respect to that liability. Economic performance means that the underlying goods or services tied to the liability have been provided – in other words, the obligation has been “performed” either by the other party or by the DUNA, as applicable. For example, if the DUNA owes a vendor for services, the expense would be accrued in the year the vendor provides those services (fulfilling the DUNA’s liability), even if the payment is issued later. Only once an obligation is fixed and the service or product has been delivered (or used) is economic performance met, and the expense is incurred for income tax purposes. This rule, found in IRC § 461(h) and related Treasury regulations, ensures that deductions are not taken too early. The DUNA cannot deduct a cost until it is firmly attached to a completed transaction or service.
SNC recognizes income from all sources including digital asset transactions in the year the income is earned, due or becomes available. This policy applies equally to financial statements and tax filings. However, a key exception involves unsolicited tokens received in DUNA-controlled wallets. In the digital asset ecosystem, it is common for unknown third parties to unilaterally send tokens, whether valuable or worthless, to publicly known wallet addresses, including those under SNC’s control. These transfers occur without the recipient’s consent and cannot be refused at the protocol level. This means the DUNA might passively receive tokens it never intended to hold.
To mitigate the risk of unintended income tax exposure, unsolicited transfers do not constitute income to SNC when received as a matter of policy.
This formal policy means that only tokens which SNC has intentionally and willfully transacted (termed “Designated Tokens”) will be recognized in the accounting records. As of September 30, 2026, SYND (the Protocol’s governance token) and ETH were the only Designated Tokens under this definition. Any other tokens sent to the Treasury Wallets by unknown parties are ignored in the financial reports and tax computations, as they were neither solicited nor used by the DUNA. Unsolicited Designated Tokens, such as SYND sent to the Treasury Wallet by unassociated third parties, will not be included in accounting records.
Airdrops refer to token distribution events initiated by blockchain protocol or token projects, where tokens are allocated, typically free of charge, to select wallet addresses. These events often serve as go-to-market strategies designed to drive user adoption, decentralize ownership, reward early supporters, or stimulate onchain activity.
If SNC actively solicits or consents to receive an airdropped token (for instance, as part of a partnership or application for a distribution), and subsequently does receive those tokens, then the fair market value (“FMV”) of the tokens at receipt will be recognized as ordinary income for U.S. tax purposes and as revenue in the DUNA’s financial statements. The FMV is determined at the time of receipt using the spot market price for the token multiplied by the quantity received. This treatment complies with U.S. tax regulations (income is recognized when you have dominion and control over assets received) and ensures the financial statements reflect all earned resources.
Notably, this recognition occurs regardless of whether the DUNA immediately liquidates the airdropped tokens or holds them, and irrespective of subsequent price fluctuations. The full value at receipt is counted as income.
This policy on airdrops applies to both tax and book accounting, following IRS guidelines by treating airdropped tokens as income at the time they become the DUNA’s property.
One of the key functions of SNC is to support the ongoing development of the protocol and the broader Syndicate ecosystem. In alignment with its decentralized governance model, SNC governance proposals may authorize the disbursement of SYND tokens from the DUNA’s Treasury to fund protocol development initiatives or broader ecosystem growth.
When such disbursements are approved, the required amount or number of tokens is transferred to an external party or vendor based on either the nominal amount or a specified token value as determined by SNC governance.
For U.S. federal income tax and financial reporting purposes, token disbursements from the DUNA’s Treasury are treated as comprising two distinct tax accounting transactions:
This two-step view is required because under U.S. tax law, cryptocurrencies are property, pursuant to IRS Notice 2014-21. Spending tokens is thus not just an expense; it triggers a disposition of an appreciated asset. Below we detail each component:
According to IRS Notice 2014-21, 2014-16 I.R.B. 938, cryptocurrencies are classified as property for U.S. federal income tax purposes. Accordingly, when SNC transfers out tokens from its treasury (e.g. sending SYND to a grant recipient), in exchange for property (including money) or services, it is treated as a taxable sale or exchange of those tokens at the market price at time and date of the transfer. Under IRC § 1001, the DUNA must calculate and recognize a capital gain or loss on that sale or exchange. The gain or loss is computed as follows:
Capital Gain = Gross Proceeds from Sale of Disbursed Tokens – Cost Basis of Tokens Sold
All such token dispositions are reported to the IRS (e.g. on Form 8949 and Schedule D of the corporate tax return) detailing the asset, date acquired, date disposed, proceeds, basis, and resulting gain or loss. From a financial reporting perspective, the act of disbursing tokens is similarly treated as realizing any built-in gain/loss on those tokens. This ensures the financial statements reflect the economic impact of using appreciated assets to fund expenses.
The second part of the transaction is recording the expense for which the tokens were used. The accounting and tax treatment depends on what the expense relates to, which must be evaluated by the nature of each disbursement to determine the proper classification:
Each expense is considered on a case-by-case basis, but they fall into common categories. Below we outline the major expense categories that SNC is expected to incur, with their typical tax treatment:
Growth Awards
SNC’s Growth Award program provides SYND or other resources to developers, researchers, community initiatives, or other recipients that contribute to either Syndicate Network’s or SNC’s growth and development.
Tax Treatment: Tokens disbursed as awards are treated as ordinary and necessary business expenses if they further the DUNA’s operations. These are deductible under IRC §162(a) as they are aimed at maintaining or expanding the Syndicate Network ecosystem, which is the core purpose of the DUNA.
Financial Reporting: Recorded as “Grant expenses” on the income statement in the period they are approved and distributed.
General & Administrative (G&A)
G&A covers the day-to-day expense overhead of operating the DUNA. This includes routine expenses such as software subscriptions, governance administration, treasury custody management, accounting/bookkeeping services, coordinator stipends, governance tooling, compliance and treasury management services, etc. These are the routine costs of keeping SNC functional and are not tied to specific product development.
Tax Treatment: G&A expenses are deductible business expenses under IRC §162(a) as ordinary and necessary costs of operating the DUNA. Even as a nonprofit, the DUNA can deduct these operational costs since they directly support its activities.
Financial Reporting: Recorded as “General & Administrative Expenses” in the period incurred.
Legal
Legal expenses encompass costs for attorneys, legal filings, regulatory compliance, and any counsel retained to advise the DUNA. This includes fees for setting up the DUNA’s legal structure, drafting contracts (e.g. grant agreements), obtaining regulatory advice, and any litigation or legal defense if it arises. Essentially, this is the budget for navigating laws and regulations, ensuring the DUNA’s activities are lawful.
Tax Treatment: Legal and professional fees that are directly related to the DUNA’s operations are deductible under IRC §162(a) as ordinary and necessary expenses. (An exception would be if any portion is for something non-deductible, but generally legal fees for business purposes are deductible.)
Financial Reporting: Recorded as “Legal Expenses” on the income statement.
Political Contributions & Lobbying
This category captures any spending aimed at influencing legislation, regulation, or public policy. It could include hiring lobbyists or advocacy firms, making donations to industry advocacy organizations, or funding grassroots campaigns to educate policymakers. Transparency is critical here because these expenses can be controversial and have special tax rules. These expenses are expected to be occasional and purpose-specific (not routine operations).
Tax Treatment: Not deductible. U.S. tax law expressly disallows deductions for lobbying and political expenditures (IRC §162(e)). If SNC spends treasury funds on lobbying efforts or political contributions, those costs cannot reduce its taxable income.
Financial Reporting: Recorded as “Lobbying Expense” or “Political Contribution” in the financial statements as an expense, which will reduce book income, but with a note that it is non-deductible for U.S. tax purposes.
DUNA Operations
These are expenses related to running and compensating the committees of the DUNA. Although SNC is a decentralized community, certain limited authorizations of authority are formalized. For example, the DUNA may appoint a committee with authorizations defined by governance proposal. Operational costs could include salaries or stipends for committee members, auditors, or other agents that the DUNA engages to perform work.
Tax Treatment: These operational costs are deductible business expenses (IRC §162(a)), since they are ordinary and necessary for the DUNA to function. Paying people to execute the DUNA’s decisions is a fundamental expense of running the organization.
Financial Reporting: Recorded as “DUNA Operations” or similar expense category in the financials.
Research & Development (R&D)
R&D expenses are investments in innovation, future growth, and major improvements to the Syndicate Network and ecosystem. This covers spending on developing new features or products, experimenting with upgrades, auditing new protocol versions, scalability research, and academic collaborations. Unlike routine maintenance, R&D is about building the future of the Syndicate Network, work that may not have guaranteed success but could significantly advance the protocol if successful. SNC may fund internal committees or external developers/researchers to undertake such projects (often via grants).
Tax Treatment: Generally, R&D costs can be deductible as ordinary and necessary business expenses (or subject to special R&D capitalization rules under IRC §174).
Financial Reporting: Recorded as “Research & Development” or similar expense category in the financials.
Sales and Marketing
This category includes spending to promote the Syndicate Network and grow its user base and community. Even a decentralized project benefits from outreach and marketing to drive adoption. These expenses can cover advertising campaigns, branding and design work, sponsorships of events or hackathons, community meetups, educational content creation, and programs to incentivize usage.
Tax Treatment: Marketing and promotional expenses are deductible under IRC §162(a) as ordinary and necessary business expenses. They are akin to advertising costs, which are routinely deductible.
Financial Reporting: Recorded as “Sales and Marketing Expenses” in the financial statements.
Security (Audits & Bug Bounties)
Security is paramount for a blockchain protocol. This category covers expenditures to ensure the security of the Syndicate Network’s smart contracts and infrastructure. It includes the cost of external security audits, code review engagements, ongoing monitoring services, and bug bounty programs to reward responsible disclosure of vulnerabilities. Essentially, any funds spent to identify, prevent, or mitigate security risks fall in this bucket.
Tax Treatment: Security expenses are deductible business expenses under IRC §162(a). They are ordinary and necessary costs of maintaining a secure protocol operation. Investing in audits and bounties is akin to an insurance or quality assurance expense.
Financial Reporting: Recorded as “Security Expenses” or included under a broader engineering expense category in the financial statements.
For financial reporting purposes, Administrator Services records income tax provisions as follows:
The net effect is that the financial statements’ income tax expense reflects both current taxes and deferred taxes. This gives a clearer picture of the DUNA’s total tax position.
U.S. tax law expressly disallows tax deductions for amounts paid for current federal income tax.
On the balance sheet, SNC’s crypto assets are classified as marketable property. This classification is due to their high liquidity – SYND can be readily converted to cash at observable market prices. The treasury’s tokens are reported at FMV as of the balance sheet date. Unrealized gains or losses from revaluing these tokens to fair value are recognized in the income statement each period. This is in line with accrual accounting and reflects economic reality, but it does create the deferred tax impacts mentioned above.
All Designated Tokens (currently SYND and ETH) that the DUNA holds will appear as assets on the balance sheet. The SYND tokens held within the treasury are a significant asset – the SNC treasury holds roughly $2.0 million in SYND tokens as of September 30, 2026, which are subject to market fluctuations. Using fair value accounting means the balance sheet always shows the latest market value of the treasury.
At each reporting date, Administrator Services determines the fair value of each Designated Token held in the DUNA’s treasury. The carrying value of these tokens on the balance sheet is updated to the spot price as of the last second (23:59:59 Mountain Time) of the period multiplied by the quantity of tokens held.
Using observable spot prices ensures the valuation is objective and current. Any change in value from the previous period’s valuation is recognized as an unrealized gain or loss in the income statement. If SYND’s price rose during the quarter, the gain increases net income. If the price fell, an unrealized loss would reduce net income.
In summary, the balance sheet presentation provides a clear picture of the fair market value of SNC’s token holdings by listing its treasury at fair value. The consistent fair value policy, combined with the accounting and tax policies above, provides transparency and accuracy in how SNC reports its financial position and performance. Each practice, from accrual accounting, to recognizing only designated tokens, to detailed expense categorization, is intended to support clear, conservative financial reporting and compliance with U.S. tax laws.
(Summations may not foot precisely due to rounding)
Assets
Cash and Cash Equivalents
Cash and cash equivalents include cash held in checking and money market accounts. As of September 30, 2026, SNC held $71.1 thousand across the two accounts. Cash on hand is designated to fund SNC's tax compliance costs, vendor obligations, and the costs of the windup described below.
The cash and cash equivalents balance decreased from $75.5 thousand on June 30, 2026 to $71.1 thousand on September 30, 2026. During the quarter, SNC received a $10 thousand related-party cash contribution from Syndicate Inc. in September 2026 to help settle final vendor obligations in connection with the windup (see ITEM 5. Statement of Income) and $0.6 thousand of money market dividends, offset by custody fee payments of $15 thousand covering the June through August 2026 service periods.
Digital Assets
As of September 30, 2026, SNC's treasury held 267 million SYND tokens valued at $2.0 million, together with a de minimis balance of ETH. The SYND treasury position of $2.0 million remains SNC's principal asset and is subject to market fluctuation; carrying value reflects the spot price at 11:59:59 PM Mountain Time on September 30, 2026.
SNC's digital asset holdings on September 30, 2026 represent a decrease of $2.1 million compared to $4.1 million on June 30, 2026. The decrease is attributable entirely to the decline in the SYND token market price during the quarter, from $0.0154 to $0.0075 per token (approximately 51%); no designated tokens were acquired or disposed of during the quarter.
Prepaid Expenses
The prepaid expense balance relates to upfront payments for the Agora governance platform under a two-year contract term and to Administrator Services for income tax compliance services under a two-year contract term, each recognized ratably over the respective contract period.
The balance decreased from $54.4 thousand on June 30, 2026 to $42.2 thousand on September 30, 2026, comprising $12.0 thousand of Agora amortization and $217 of Administrator Services fees recognized for the quarter. Because no SNC activity is expected after December 31, 2026 (apart from filing the final tax return), the benefit period of the Agora Pro License Agreement has been shortened to December 31, 2026 as a change in estimate applied prospectively: the remaining Agora prepaid balance of $42.0 thousand at September 30, 2026 will be expensed over October through December 2026 at approximately $14.0 thousand per month, while Agora continues to host the SNC website until the final tax return of the Association is filed.
Liabilities
As of September 30, 2026, total current liabilities were $70.8 thousand, all due within one year, and non-current liabilities, consisting entirely of the deferred tax liability, were $0.4 million.
Accounts Payable
Accounts payable of $70.8 thousand at September 30, 2026 comprise a $65 thousand accrual for Anchorage Digital Bank contract termination fees in connection with the approved windup of the Association, the September 2026 custody fees of $5 thousand, and accrued 2026 tax return filing and review fees of $0.75 thousand.
The balance increased from $5.5 thousand on June 30, 2026 primarily due to the $65 thousand termination fee accrual. On August 27, 2026, Anchorage Digital Bank proposed a $70 thousand final payment to close the account and confirmed the arrangement on September 1, 2026, and the obligation became binding upon the September 28, 2026 passage of the windup proposal. The $70 thousand settles all of SNC's obligations to Anchorage, comprising the $5 thousand September 2026 custody fee and $65 thousand of contract termination costs, and was subsequently paid during October 2026 (see Windup and Dissolution Section below under ITEM 5. Statement of Income).
Income Tax Payable
No income tax payable or receivable is recorded at September 30, 2026: because the year-to-date taxable result is a net operating loss carried forward, no federal income tax is payable or refundable for the year (see Income Taxes under ITEM 5. Statement of Income). The prior-year federal income tax liability of $77.8 thousand was paid in April 2026.
Deferred Tax Liabilities
Deferred tax assets and liabilities represent the estimated future income tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A deferred tax liability reflects income taxes expected to become payable in future periods as those differences reverse, and a deferred tax asset reflects income tax benefits expected to be realized in future periods.
As of September 30, 2026, SNC carried a net deferred tax liability of $0.4 million. The balance is attributable principally to the cumulative net unrealized gain on SNC's designated-token holdings, which are carried at fair value for financial reporting purposes while the related gains are not recognized for tax purposes until the tokens are disposed of; the 21% federal corporate income tax rate applied to this cumulative unrealized position produces the deferred tax liability, partially offset by a deferred tax asset recognized on the year-to-date net operating loss carryforward.
The net deferred tax liability decreased from $829.1 thousand at June 30, 2026 to $370.4 thousand at September 30, 2026, reflecting a net deferred income tax benefit of $458.7 thousand recognized during the quarter - $441.5 thousand driven by the decline in the SYND token price and $17.2 thousand from the increase in the net operating loss carryforward arising from the quarter's taxable loss.
Net Assets
Accumulated Surplus
Accumulated Surplus represents the cumulative net profits of SNC. Each period, it rolls forward pursuant to the following formula: Beginning Accumulated Surplus + Net Income (or – Net Loss) = Ending Accumulated Surplus.
For the current period, Beginning Accumulated Surplus is $3.4 million. Net Loss for the quarter is $1.7 million per ITEM 5. Statement of Income, resulting in Ending Accumulated Surplus of $1.7 million.
SNC was organized on July 10, 2025.
Revenue
SNC recognized no operating revenue for the three months ended September 30, 2026, consistent with the three months ended June 30, 2026. No designated tokens were received or disposed of during the quarter.
Operating Expenses
SNC's operating expenses for the three months ended September 30, 2026 totaled $92 thousand, compared to $28 thousand for the three months ended June 30, 2026, and $148 thousand for the nine months ended September 30, 2026. Notable items comprise:
Other Income (Expenses)
SNC's other expenses for the three months ended September 30, 2026 totaled $2.1 million, compared to $5.5 million for the three months ended June 30, 2026. The decline in the SYND token price during the quarter produced unrealized losses of $2.1 million; because the tokens have not been disposed of, these losses are excluded from current-period taxable income. Other income for the quarter includes a $10 thousand related-party cash contribution received from Syndicate Inc. in September 2026 to help settle final vendor obligations in connection with the windup, together with dividend income on the money market account of $0.6 thousand.
Income Taxes
Income taxes comprise current and deferred amounts.
Current income tax applies the 21% federal rate to current taxable income (realized income less tax-deductible expenses, excluding unrealized gains and losses). The taxable loss of $82 thousand for the three months ended September 30, 2026 brings the year-to-date taxable loss to $134 thousand, which is carried forward as a federal net operating loss. Because no federal income tax is payable or refundable for the year, no current income tax is recognized; the tax effect of the quarter's taxable loss is instead recognized as a deferred income tax benefit through the increase in the net operating loss carryforward.
Deferred income tax reflects the expected tax effect of current-period unrealized gains and losses and of movements in the net operating loss carryforward. SNC recognized a deferred income tax benefit of $0.5 million for the quarter, comprising $0.4 million on the $2.1 million unrealized loss at the 21% rate and $17.2 thousand from the increase in the net operating loss carryforward arising from the quarter's taxable loss.
Windup and Dissolution
As discussed in Part I, ITEM 2, on September 28, 2026, SNC governance approved the proposal "Windup and Dissolution of the Association." Notwithstanding the approved dissolution, these financial statements are prepared on the going-concern basis, a disclosed departure from the liquidation basis of accounting, consistent with their special-purpose, tax-focused framework (i.e., liquidation basis would remove the income statement, which would reduce the usefulness of these financial statements to the reader). The remaining transactions required to effect the windup had not occurred as of September 30, 2026, and are expected to occur during the fourth quarter of 2026: the transfer of all SYND tokens held by the Treasury to the burn address, permanently removing them from circulation; the termination of the custody agreement with Anchorage Digital Bank and the developer company master services agreement; and the closure of the Association’s bank account. The $70 thousand Anchorage Digital Bank settlement described under ITEM 4 was accrued in full at September 30, 2026 and paid on October 8, 2026. The Agora governance platform will be in use until filing of the final tax return.
The burn of the treasury tokens will result in SNC giving up control and economic rights to the asset and, accordingly, will not produce a book loss or a loss for income tax purposes. The removal of the tokens from the balance sheet will be presented in the fourth-quarter financial statements. SNC's remaining cash after the Anchorage settlement is expected to fund the $1 thousand Cowrie - Administrator Services tax return filing fee in the fourth quarter. No distributions of any kind will be made to members or administrators in connection with the windup and dissolution, and the windup period will run for six months from dissolution, extended automatically until the final tax returns of the Association have been filed and accepted by the relevant taxing authorities.
There were no digital asset movements during the three months ended September 30, 2026; the treasury's 267,080,517 SYND tokens and de minimis ETH balance were unchanged during the quarter. Subsequent to quarter end, all treasury SYND tokens are expected to be transferred to the burn address in connection with the windup of the Association (see ITEM 5. Statement of Income).
Note:
The Statement of Digital Assets is a standardized, supplemental report that summarizes SNC’s digital asset positions and activity. It rolls forward wallet token balances from the beginning of the period to the end of the period, and it also provides fair market value and cost basis figures by wallet. This information allows the reader to understand the potential tax consequences of future dispositions from the DUNA Treasury.