GROOVY COMPANY, INC. (: GROO)

Groovy Company, Inc. is a technology-driven enterprise specializing in blockchain-based financial solutions, with a focus on bridging traditional securities markets and decentralized finance. The company operates at the intersection of regulated financial services and emerging digital asset technologies, primarily developing platforms that enable the tokenization of over-the-counter microcap securities. Its core business revolves around the OTCM Protocol, a blockchain infrastructure designed to enhance liquidity for dormant securities through compliant, issuer-sponsored tokenization.

The company generates revenue through the development and deployment of its OTCM Protocol, which facilitates the creation and trading of ST22 Security Tokens. These tokens represent issuer-sponsored, tokenized securities backed one-to-one by Series “M” Preferred Shares held in custody by an SEC-registered transfer agent. The protocol operates as a Layer-2 solution on the Solana blockchain, offering a proprietary automated market-making engine and compliance frameworks for issuers. Revenue streams are derived from platform fees, tokenization services, and potential future monetization of liquidity provision and governance features.

The company operates through the following segments.

• Blockchain and Software Development: This segment focuses on the design, engineering, and maintenance of the OTCM Protocol, including its Transfer Hook Security Foundation, custom AMM engine, DAO governance system, and mobile wallet infrastructure. It also oversees the development of regulatory compliance integrations, such as KYC/AML and SEC Rule 506(c) frameworks, ensuring the platform adheres to U. S. securities laws.

• Tokenization and Financial Services: This segment manages the issuance and custody of ST22 Security Tokens, providing microcap companies with a compliant pathway to tokenize their securities. It includes the operational framework for perpetual custody of underlying shares, issuer staking nodes, and bonding curve mechanisms that support liquidity for previously illiquid assets.

• Administrative and Cross-Border Operations: Through its subsidiary BlackFlamingo Ventures, LLC, this segment provides logistical and administrative support, facilitating cross-border operations between Latin America, Asia, and the United States. It serves as a backbone for corporate functions, including compliance, investor relations, and strategic partnerships.

Groovy Company, Inc. occupies a niche position within the digital asset and financial technology sectors, distinguishing itself through a regulatory-compliant approach to security tokenization. Unlike many blockchain projects that operate in regulatory gray areas, the company has structured its tokenization model under the SEC’s Category 1 issuer-authorized framework, positioning itself as a bridge between traditional finance and decentralized markets. Key competitors include other security token platforms, blockchain-based custody solutions, and fintech firms specializing in microcap liquidity. The company’s competitive advantages lie in its proprietary compliance infrastructure, integration with an SEC-registered transfer agent, and its focus on solving the $50 billion liquidity crisis affecting dormant OTC securities. Its Layer-2 solution on Solana further enhances scalability and cost efficiency compared to Ethereum-based alternatives.

The company’s customer base primarily consists of over-the-counter microcap issuers seeking to unlock liquidity for their securities. As of December 31, 2025, three companies had completed beta testing of the OTCM Protocol, with over $7 million in liquidity processed across these implementations. The platform also serves institutional and retail investors participating in compliant security token offerings, as well as blockchain developers and fintech partners integrating with its API and governance systems. Through its subsidiary operations, the company additionally supports clients in cross-border financial and logistical services.