WHAT 'GOING CONCERN' MEANS
Going concern is an accounting doctrine: auditors must assume a company will operate for the next twelve months. When they cannot, they issue a 'substantial doubt' warning in the financial statements — a formal signal that without new capital or asset sales, the firm may not survive the year.
THE LOCKED-TOKEN PROBLEM
Locked tokens are crypto holdings subject to a vesting schedule — they exist on the balance sheet but cannot be sold until contractually released. An accountant marks them at market price; a treasurer cannot actually access that value. The gap between book equity and usable liquidity is where treasury companies die.
THE TREASURY-COMPANY MODEL
A 'crypto treasury' is a public company whose primary asset is a token, financed by issuing equity above net asset value. MicroStrategy pioneered the template with Bitcoin in 2020. The model only works while the share price trades at a premium to the underlying tokens — once it flips to a discount, the company cannot raise new capital and the flywheel reverses.
WHY CUSTODIANS MATTER
A qualified custodian holds client assets in segregated accounts, audited and bonded — the SEC requires one for most regulated funds. Without a custodian, tokens sit in wallets controlled by company insiders, exposing holders to theft, key loss, or self-dealing. The absence of a custodian is itself a red flag in any disclosure filing.
THE RELATED-PARTY PROBLEM
When an insider holds 46% equity and is also the issuer of the underlying token, every transaction between the two entities is a related-party transaction — disclosed separately in filings and scrutinized by auditors. US securities law does not forbid the arrangement, but it requires that the controlled company's board prove each deal was on arm's-length terms.
THE HOWEY SHADOW
The SEC's 1946 Howey test asks whether a token is sold as an investment contract — money invested in a common enterprise with profits expected from others' efforts. Tokens controlled by a single founder with promotional ties to a public figure sit closer to the 'security' end of the spectrum than decentralized protocols, making every disclosure choice legally consequential.