NASDAQ: FABC

Name Change

On August 21, 2025, the Company filed a Certificate
of Amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”)
to change the name of the Company from “AYRO, Inc.” to “StableX Technologies, Inc.,” effective as of August 22,
2025. In addition, effective before the open of market trading on August 25, 2025, the Company’s common stock ceased trading under
the ticker symbol “AYRO” and began trading on Nasdaq under the ticker symbol “SBLX”.

Business
Strategy

Our
strategy is to generate revenue through capital appreciation driven by ecosystem growth. This mechanism is intended to provide diversified,
compounding returns aligned with the projected exponential expansion of stablecoins. By focusing on infrastructure providers, we capture
value accrual from increased transaction fees, network usage and adoption without direct exposure to stablecoin redemption risks.

In
implementing our business strategy, we hold our digital assets solely on a passive basis for treasury purposes and we do not have any
current plans to stake any portion of our crypto assets held in treasury for the foreseeable future.

We
have begun the purchase of certain tokens related to our strategy, including FLUID (a stablecoin swap exchange), LINK (an oracle for
blockchains) and INJ (a layer one token that has tools for issuing stablecoins and creating DeFi exchanges). We are dollar-cost averaging
to manage risk and intend to continue to spread out our purchases across several tokens. However, if we feel the tokens are no longer
correlated to the growth in stablecoins we will evaluate selling those tokens.

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Core
Components of Our Strategy

●

Target
Assets: We focus on tokens representing blockchain networks, layer-1/layer-2 solutions, oracle services, interoperability bridges,
exchanges, lending protocols, and compliance tools that underpin stablecoin operations. Examples include decentralized layer one
tokens for issuance, decentralized tokens that create stablecoin exchanges, decentralized lending protocols, among others. These
are selected based on their proven utility in supporting stablecoin flows, such as USD Coin (USDC), Tether (USDT), and emerging real-world
asset (“RWA”) backed variants.

●

Market
Opportunity: Stablecoins have demonstrated robust growth, with total market capitalization surpassing $280 billion as of mid-2025
and daily transaction volumes exceeding $10 trillion annually.1 This surge is driven by increasing adoption in payments,
remittances, DeFi lending and tokenized real-world assets (“RWAs”). Infrastructure tokens benefit asymmetrically from
this growth: as stablecoin usage scales, demand for underlying blockspace, security, and interoperability intensifies, leading to
higher network fees, token burns, staking rewards, and governance value accrual. Historical data shows these tokens exhibiting 0.7–0.9
correlation coefficients with stablecoin market cap, often outperforming during expansion phases (such as during the 2023–2025
bull cycles).2

●

Portfolio
Construction and Risk Management: Our positions are expected to be across six to ten diversified tokens, with an emphasis on
those with established partnerships (such as integrations with Circle or Tether) and strong fundamentals like low inflation rates
and audited smart contracts. Our strategy assumes a three-to five-year horizon, projecting five to ten times returns tied to stablecoin
total value locked (“TVL”) reaching $1 trillion by 2030. We believe this approach leverages the stablecoin industry’s
maturation as a foundational pillar of global digital finance, offering a balanced, growth-oriented exposure without the direct regulatory
and redemption risks of holding stablecoins. It aligns with broader trends in tokenized economies, where infrastructure providers
historically capture disproportionate value from ecosystem expansion.

Tokens

We
seek tokens that are generating revenues, are growing in step with the stablecoin industry, have good partnerships and development teams,
and have tokenomics linking token success with protocol success. The identification of suitable tokens for investment is conducted on
an ongoing basis by our investment team, which continuously monitors the digital asset ecosystem for emerging opportunities. This monitoring
includes: (i) reviewing market data and analytics from reputable third-party providers (e.g., on-chain metrics, trading volumes, and
protocol performance indicators); (ii) attending industry events, webinars, and conferences to assess project developments; (iii) engaging
directly with protocol teams through outreach and due diligence calls; and (iv) analyzing regulatory updates and macroeconomic trends
affecting the stablecoin sector. We do not have fixed timelines for purchases, as selections are opportunistic and depend on market conditions.

As of March 24, 2026, we have purchased $1,150,000 of FLUID, $1,450,000
of INJ, $1,250,000 of LINK, and $250,000 of AAVE. Tokens we have purchased, or are considering purchasing, include FLUID (Fluid Protocol),
INJ (Injective Protocol), LINK (Chainlink), AAVE (Aave Protocol), and USD (USD-Denominated Stablecoins).

1
Source: McKinsey & Company, “The stable door opens: How tokenized cash enables next-gen payments,” July 2025; AInvest,
“Digital Asset Tokens as the New Corporate Standard: Institutional Adoption and Stablecoin-Driven Payment Ecosystems in 2025,”
September 2025; Visual Capitalist, “Visualized: Stablecoin Market Size Forecast into 2030,” October 2025.

2
Source: Pintu News, “Spike in stablecoin reserves on exchanges reaches $70 billion, a bullish signal?”, September 2025.

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●

INJ
(Injective Protocol) - INJ is the native token of the Injective Protocol, a blockchain network designed to support decentralized
finance applications, including trading and derivatives. Within the Injective ecosystem, INJ is used to pay transaction fees and
for governance-related functions, and its supply and economic parameters are determined by protocol rules and governance decisions.
The Injective network operates through open-source software and smart contracts rather than a centralized operator, and activity
on the network is driven by developers and users building and interacting with decentralized applications. The market value of INJ
is generally influenced by activity, liquidity and adoption within the Injective ecosystem, as well as broader conditions affecting
digital asset markets. Changes to the protocol, competitive dynamics among blockchain networks or shifts in developer or user engagement
may affect the role and perceived utility of INJ over time.

●

LINK
(Chainlink) - LINK is the native token of the Chainlink network, a decentralized oracle network that provides external data to
smart contracts operating across multiple blockchain platforms. LINK is used to compensate node operators that supply and validate
data for the network, and the Chainlink network is integrated with a broad range of blockchain protocols and decentralized applications.
The network is designed to enable smart contracts to reference off-chain data, such as price information and event outcomes, in a
decentralized manner. Demand for LINK is generally tied to usage of the Chainlink network, the scope and reliability of its data
services, and adoption across blockchain ecosystems. The economic characteristics of LINK may also be influenced by developments
in competing data solutions and changes in how decentralized applications source external information.

●

AAVE
- AAVE is the governance and utility token of the Aave protocol, a decentralized lending and borrowing platform that operates through
smart contracts and is deployed across multiple blockchain networks. Holders of AAVE may participate in governance decisions relating
to protocol parameters and upgrades, although AAVE does not represent an ownership interest in the protocol or any affiliated entity.
The Aave protocol enables users to supply and borrow digital assets in a non-custodial manner, with terms governed by smart contracts.
The economic characteristics of AAVE are generally linked to activity, liquidity, and adoption of the Aave protocol. Changes in protocol
design, user participation, or broader conditions affecting decentralized finance may influence the perceived utility and value of
AAVE.

●

USD-Denominated
Stablecoins - We are also considering holding U.S. dollar-denominated stablecoins, which are digital tokens designed to maintain
a value intended to track the U.S. dollar and are typically issued by centralized entities supported by reserves intended to facilitate
redemption. Within digital asset markets, stablecoins are commonly used as a medium of exchange, settlement asset, and liquidity
management tool, and they do not provide equity, governance, or profit participation rights. If acquired, our stablecoin holdings
would be used primarily for liquidity management, settlement and operational purposes within digital asset markets.

Custodial
Account

The
Company currently uses a third-party custodian, BitGo Trust Company, Inc. (“BitGo”) to store the Company’s crypto assets,
pursuant to a custodian services agreement, dated as of August 12, 2025, by and between the Company and BitGo (the “Custodian Agreement”).
Pursuant to the Custodial Agreement, BitGo, through its custodial services enables the Company to create one or more custody accounts,
controlled and secured by BitGo to store certain supported digital currencies and digital tokens or certain fiat currencies such as U.S.
dollars. BitGo also provides the Company with the option to create non-custodial wallets that support certain digital assets via an API
and web interface. The Company may also elect to store fiat currency with BitGo. The Custodial Agreement has an initial term of one year.
After the initial term, it automatically renews for successive one-year periods, unless either party notifies the other of its intention
not to renew at least 60 days prior to the expiration of the then-current term. The Company and BitGo may terminate the Custodian Agreement
if the other party breaches a material term of the Custodian Agreement and fails to cure such breach within 30 calendar days following
written notice thereof.

Pursuant
to the Custodian Agreement, BitGo agreed to obtain or maintain insurance coverage in such types and amounts as are commercially reasonable
for the services provided pursuant to the Custodian Agreement, provided that, any such insurance related to theft of the Company’s
digital assets shall only apply to custodial services (where all keys are held by BitGo) and not to any wallet services for non-custodial
accounts (where one or more keys are held by the Company). BitGo has private key procedures as well as the security and procedures in
place for securing assets and in withdrawing and transferring assets. Additionally, all the private keys in custodial wallets are generated
offline and held offline, and therefore, all of the Company’s digital assets (100%) are held in cold wallets. All assets held by
BitGo are segregated from all other customers’ assets. However, BitGo does not use any external third-parties to verify the digital
assets it holds. Rather, BitGo verifies the digital assets the Company holds on a periodic basis.

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Plan
of Operation

Over
the next twelve months, our plan to fund operations is focused on the accumulation and management of tokens. Specifically, we plan to
diversify our holdings with six to ten types of tokens, representing different segments in the stablecoin infrastructure industry, including
issuance, exchanges, lending, payments and oracles, among others. We intend to allocate the cash proceeds received from the issuance
of our securities, whether through public offerings or private placements, to support ongoing operational expenses and the execution
of such purchases.

Initial
Stage (Up to ~6 Months): Until early to mid 2026, we plan to implement certain strategic initiatives to fund the purchases of additional
tokens, which may include conducting private placement offerings. We expect to leverage our existing relationships within the digital
asset and cryptocurrency sectors in connection with such offerings. However, such private placement transactions may be subject to certain
limitations, including applicable restrictions imposed by U. S. securities laws, including with respect to the types of investors that
may participate in such offerings, and standard negative and affirmative covenants imposed on the Company in these types of offerings.
In addition, we may issue registered securities pursuant to registration statements on Form S-3 and/or Form S-1. Our focus in such offerings
will be on institutional investors, supported by investor outreach efforts, which may include roadshows.

Follow-On
Stage (6-12 Months): In the months following such offerings, we plan to expand our treasury operations and consider additional capital
raising activities, which may include the issuance of equity and equity-linked instruments, such as convertible debt. In mid to late
2026, we plan to continuously monitor the market for strategic capital raise opportunities. We expect that any net proceeds from our
capital-raising activities will be applied primarily toward additional token accumulation. Proceeds from any such offerings, whether
conducted publicly or privately, are expected to be reinvested to further expand our token holdings and compound treasury growth. However,
we may encounter challenges associated with this strategy, including market volatility, the timing of capital deployment, and potential
dilution of earnings per share resulting from future issuances of securities.

Throughout
the next twelve months, we also intend to form alliances with stablecoin issuers or co-investment funds, where partners contribute capital
in exchange for governance rights or revenue shares.

The
Company plans to continuously scan the landscape for opportunistic acquisition opportunities that are expected to either increase the
scale of its treasury operations or help in the generation of income. Anticipated potential challenges in the next twelve months primarily
include market volatility, regulatory delays in SEC approvals for potential future capital raises, and the emergence of competing digital
asset treasury companies. We will monitor market, regulatory, and counterparty risks on a continuous basis to optimize execution across
all phases of our plan of operations.

Purchase
of FLUID Tokens

We
recently purchased FLUID tokens as a core holding in our infrastructure-focused portfolio targeting the stablecoin ecosystem, viewing
it as a high-conviction “picks and shovels” play that we believe enables seamless cross-chain liquidity and lending. Fluid
Protocol (Fluid), developed by Instadapp, is a modular DeFi infrastructure layer launched in October 2023 that unifies liquidity across
blockchains and protocols. Rebranded from Instadapp’s original INST token to FLUID in December 2024, Fluid offers decentralized
lending, borrowing, and a Decentralized Exchange (“DEX”) for efficient asset swaps. We believe this positions FLUID tokens
to directly benefit from the increase in stablecoin usage, where protocols like Fluid facilitate borrowing against stablecoins and cross-chain
transfers, capturing value from trillions in annual transaction volumes. As of December 31, 2025, Fluid has achieved nearly $2 billion
in total market size (deposited collateral), with over $46 billion in DEX volume and deployments across Ethereum, Arbitrum, Base, Polygon,
and Solana. It positions itself as a foundational “Liquidity Layer” for building scalable DeFi applications,
enabling protocols to share liquidity without silos and supporting high Loan-to-Value (LTV) ratios up to 95% with liquidation penalties
as low as 0.1%.3

3
Source: Messari, “Understanding Fluid: A Comprehensive Overview,” June 2025.

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Fluid’s
core purpose is to create a unified liquidity ecosystem that transforms idle assets into productive ones, reducing fragmentation and
enabling seamless interactions between lending, borrowing, and trading. It draws from established protocols like Aave, Compound, Uniswap
V3, MakerDAO, and Curve to innovate on capital efficiency, with features that make Fluid suitable for retail users seeking sustainable
yields (3–5% borrow rates) and institutions optimizing large positions, with projections for $10 billion in liquidity and $30 million
in annualized revenue by mid-2026.4 Fluid’s use cases include pooling liquidity from multiple sources for low-slippage
trades and facilitating cross-chain lending for global remittances or arbitrage. Automated vaults layer strategies on top of lending
positions, enabling users to earn compounded yields while maintaining liquidity, integrated with platforms for syrup USDC deployments.
The FLUID token serves as the governance and utility token by holding and proposing votes, aligning incentives, earning rewards from
protocol fees, enabling participation in buybacks that enhance token scarcity, capturing upside through burns and distributions, and
using fees and revenue sharing to pay transaction fees (with a portion allocated to Decentralized Autonomous Organization (DAO) treasury
for growth initiatives like exchange listings, market making, and team expansion).

FLUID
Tokenomics

FLUID’s
total and maximum supply is capped at 100 million tokens, a fixed cap established at launch to promote scarcity and predictability. At
inception in 2021, the initial circulating supply was limited due to extensive vesting schedules, with only a portion allocated for immediate
liquidity and early ecosystem incentives. By March 2025, the circulating supply had reached approximately 39.4 million tokens, reflecting
gradual unlocks from pre-launch allocations. This growth accelerated through mid-2025, driven by vesting completions.5

As
of December 31, 2025, the circulating supply stands at approximately 78.5 million tokens, representing about 78.5% of the fully diluted
valuation (FDV). Overall allocations include roughly 37.1 million tokens to team members, investors, and advisors, of which all have
vested by the end of June 2025. This vesting-heavy structure has historically kept circulating supply below 80% of total, fostering controlled
distribution.

Creation
of FLUID Tokens

No
new FLUID tokens are minted post-launch; the supply is entirely pre-allocated within the 100 million token cap. “New” tokens
enter circulation solely through vesting unlocks from locked allocations, such as those for the team, investors, advisors, and ecosystem
funds. There is no ongoing emission schedule like staking rewards or inflationary minting and no additional tokens will enter circulation.

Burn
Mechanisms

Fluid
does not currently feature an active, automated token burn mechanism, such as transaction-based burns common in some DeFi tokens. However,
the protocol has outlined plans for deflationary buybacks to enhance scarcity: once annualized revenue reaches $10 million (from lending
fees, swaps, and DEX activity), up to 100% of earnings could be dynamically allocated to repurchase FLUID tokens from the open market.
These buybacks would potentially feed into the DAO treasury or be burned, though specifics on execution (e.g., via governance votes)
remain proposal-dependent. As of December 31, 2025, with Fluid’s TVL exceeding $1.75 billion and monthly fees around $3.01 million, this
threshold is approaching, positioning buybacks as a future value-accrual tool rather than a historical feature.7

Inflationary
or Deflationary Mechanisms

Fluid’s
tokenomics are fundamentally non-inflationary due to the cap of 100 million tokens and absence of perpetual minting or reward emissions.
Post-vesting (completed on June 2025), the supply stabilized at 100 million, eliminating dilution risks from new issuance. This fixed-supply
model contrasts with inflationary designs (e.g., those with ongoing staking rewards) and aligns with deflationary principles by design.
At the current date, FLUID is fully unlocked with no scheduled future unlocks.

4
Source: DailyCoin, “FLUID Jumps 10% as DeFi Star Kicks Off Token Buyback,” October 2025.

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Deflationary
pressures are emerging through planned revenue-driven buybacks, which could reduce effective circulating supply if repurchased tokens
are locked or burned. Historical transfers, like the 2024 DAO sales, have not involved burns but have recycled tokens into ecosystem
growth, indirectly supporting demand. Overall, as Fluid scales (e.g., via multi-chain expansions on Ethereum, Arbitrum, and Solana),
protocol fees could amplify deflation via buybacks, potentially increasing token value per unit amid stablecoin and DeFi growth. Governance
flexibility allows the DAO to introduce further deflationary levers, such as fee-based burns, if proposed and approved.

Lifecycle

The
lifecycle of FLUID tokens is summarized as follows:

●

Pre-Launch/Minting
(2021): 100 million FLUID tokens were created before launch. Only a small portion entered circulation initially due to four-year
vesting cliffs on for stakeholders on most tokens.

●

Distribution
and Vesting (2021–2025): Tokens are gradually unlocked over time, either linearly or after specific cliffs. For example,
team and investor tokens vest over four years from the Token Generation Event (TGE). Community and ecosystem funds are released based
on governance decisions.

●

Circulation
and Usage (Ongoing): As tokens become available, they can be used for staking and governance. Submitting a proposal requires
at least 1 million FLUID (around 1% of the supply), and a quorum of 4 million (4%) is needed for a vote. Voting lasts three days,
followed by a two-day timelock. Token holders can also earn indirect yields from the protocol’s revenue.

●

Maturity
and Deflation (Post-2025): After vesting ends, the circulating supply may decrease through token buybacks and burns. These actions
help tie the token’s value to ecosystem activity.

●

End-of-Life/Redemption:
FLUID does not have a redemption feature. Its value depends on governance decisions made by the DAO, and token burns may further
increase scarcity over time.

Regulatory
Environment

Our
digital asset activities are subject to evolving federal and state laws and regulations. Regulatory authorities, including the U.S. Securities
and Exchange Commission and the Commodity Futures Trading Commission, have asserted jurisdiction over certain digital asset activities.
Changes in regulatory interpretations or the adoption of new regulations could materially impact our ability to acquire, hold, stake,
or otherwise manage digital assets and could adversely affect our business, financial condition, and results of operations.

Our
legacy electric vehicle activities are also subject to applicable automotive, safety, environmental, and manufacturing regulations should
production resume.

Intellectual
Property

The Company may rely on a combination
of trademarks, trade secrets, know-how and contractual protections to protect its proprietary information.

Patents

As
of December 31, 2025, we held 11 granted United States patents, nine of which were granted in 2023. Of the 11 patents, four are design
patents, and seven are utility patents. In addition to these granted patents, as of December 31, 2025, we had two pending patent applications
on file with the United States Patent and Trademark Office (“USPTO”).

All
patent applications have been filed under accelerated consideration criteria due to the age (65) of the named inventor.

9

Trademarks

Our
products are marketed under a variety of valuable trademarks.

As
of December 31, 2025, we own more than 30 trademark registrations and pending applications. Depending on the jurisdiction, trademarks
generally remain valid and can be renewed indefinitely as long as they are in use or their registrations are properly maintained.

Segment
Information

The
Company operates as a single operating and reportable segment. During the year ended December 31, 2025, the Company’s principal
activities consisted of digital asset treasury management and the management of marketable securities and cash resources, and limited
EV re-engineering activities. The Company did not generate revenue during the year ended December 31, 2025.

The
Company’s Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”), reviews consolidated
financial information, including total assets and overall financial performance, for purposes of assessing performance, allocating resources,
and making operating decisions. The Company’s activities are managed centrally and are not organized or evaluated as separate business
units.

Accordingly,
the Company has determined that it has one operating and reportable segment in accordance with ASC 280, Segment Reporting.

Employees

As
of December 31, 2025, the Company did not have any direct, full-time employees. Instead, the Company engaged a network of independent
contractors, consultants, and other third-party service providers who perform various functions for our business, including sales, product
development, and administrative support.

Geographic
Areas

We
operate in the United States, and all our revenue was generated in the United States during the fiscal years ended December 31, 2025
and 2024.

Corporate
Information

Our
corporate headquarters is located at 1185 Avenue of the Americas, New York, NY 10036. Our phone number is 512-994-4917. Our website address
is www.stablextechnologies.com. The information on, or that can be accessed through, our website is not incorporated by reference into this
Annual Report on Form 10-K.

10

Available
Information

We
are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the Securities and Exchange Commission (“SEC”)
on a regular basis, and are required to disclose certain material events in Current Reports on Form 8-K. The SEC maintains an Internet
website that contains reports, proxy and information statements and other information regarding issuers that file electronically with
the SEC. The SEC’s Internet website is located at http://www.sec.gov. We also make available, free of charge, our Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports on our website at www.stablextechnologies.com
as soon as reasonably practicable after those reports and other information is electronically filed with, or furnished to, the SEC.