2026-04-16T13:55:02-05:00 2024-12-31 390859910 BAKER TILLY ADVISORY GROUP LP 601 W RIVERSIDE AVENUE STE 1800 SPOKANE WA 99201 990 2024-01-01 871704800 DECENTRALIZED WIRELESS FOUNDATION INC DECE 7183162254 680 S CACHE STREET STE 100-10219 JACKSON WY 83001 SCOTT SIGEL COO 7183162254 2026-04-15 1 0 EMINA O CRESSWELL P01217304 5097472600 2026-04-15 2024 2025-03-06 01:10:19Z X HELIUM FOUNDATION ABHAY KUMAR 680 S CACHE STREET STE 100-10219 JACKSON WY 83001 35192479 0 X HTTPS://WWW.HELIUM.FOUNDATION/ X 2021 DE TO PROMOTE THE COMMON BUSINESS INTERESTS OF ITS MEMBERS REGARDING THE USE, IMPLEMENTATION, AND DEVELOPMENT OF PEER-TO-PEER WIRELESS NETWORKS. 3 3 0 0 0 0 0 0 13786123 63582 623605 35128897 0 0 14409728 35192479 0 0 0 0 0 5978447 0 0 0 9403267 6994569 9403267 12973016 5006461 22219463 19370927 37650061 2110169 364377 17260758 37285684 TO PROMOTE THE COMMON BUSINESS INTERESTS OF ITS MEMBERS REGARDING THE USE, IMPLEMENTATION, AND DEVELOPMENT OF PEER-TO-PEER WIRELESS NETWORKS. 0 0 THE FOUNDATION PROMOTES THE DEVELOPMENT OF PEER-TO-PEER WIRELESS NETWORKS; EDUCATES THE PUBLIC REGARDING THE VALUE OF DECENTRALIZED WIRELESS NETWORKS; PROVIDES GRANTS TO PROJECTS THAT CREATE OPEN SOURCE DEVELOPER TOOLS, NETWORK ANALYTICS, AND EDUCATION REGARDING PEER-TO-PEER WIRELESS NETWORKS; AND CREATES A FRAMEWORK FOR BUSINESSES USING PEER-TO-PEER WIRELESS NETWORKS TO COLLABORATE. 0 0 0 1 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 11 0 1 0 0 0 0 0 0 0 0 0 1 0 X 3 3 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X SONYA BAUMSTEIN 7183162254 595 PACIFIC AVE FL 4 SAN FRANCISCO CA 94133 ABHAY KUMAR CEO & BOARD CHAIR 40.00 X X 3357672 0 0 JOSH KERSHNER GENERAL COUNSEL & SECRETARY 41.00 X X 967784 0 25358 JAIME WILKINSON DIRECTOR 2.00 X 99482 0 0 ARMAN DEXFUKI-ARJOMANDI DIRECTOR 2.00 X 76999 0 0 AMIRA VALLIANI DIRECTOR 2.00 X 45862 0 0 SCOTT SIGEL CHIEF OPERATING OFFICER 40.00 X 1405292 0 0 NOAH PRINCE SENIOR DIRECTOR OF ENGINEERING (THRU 08/2024) 60.00 X 1395586 0 17546 BRYAN ZETTLER SOFTWARE ENGINEER 40.00 X 623419 0 12925 MATTHEW THIERY SOFTWARE ENGINEER 40.00 X 281642 0 26145 JOSEPH HILLER SENIOR TECHNICAL DIRECTOR, LORAWAN 40.00 X 270909 0 5258 SONYA BAUMSTEIN DIRECTOR OF FINANCE 40.00 X 258952 0 24369 8783599 0 111601 12 0 1 0 RIPPLING PEO 1 INC 141 EAST HOUSTON STREET 7TH FLOOR NEW YORK NY 10002 PROFESSIONAL EMPLOYEE SERVICES 10655604 MORRISON COHEN LLP 909 3RD AVENUE NEW YORK NY 10022 LEGAL 533429 ALLISON PARTNERS 40 GOLD STREET SAN FRANCISCO CA 94133 PUBLIC RELATIONS 315354 PAPAYA GLOBAL 200 WEST 41ST STREET NEW YORK NY 10036 INTERNATIONAL PAYROLL 293100 MATCHA DESIGN LABS 111 CONGRESS AVENUE SUITE 2900 AUSTIN TX 78701 COMPUTER DESIGN 109960 4 ISSUANCE INCOME 517000 46167 46167 MEMBERSHIP DUES 517000 17415 17415 63582 3805119 3805119 31323778 0 31323778 31323778 31323778 35192479 63582 0 35128897 X 5978447 608516 12633 5087449 364756 64511 299355 130127 4648 246723 150 MEMBER ISSUANCE EXPENSE 161381 MEMBERSHIP & DUES 10002 TAXES, LICENSES, & FEES 4318 12973016 6015241 9182341 11311699 5823 1174412 22735643 135 0 55378 216792 0 2427978 754680 0 59382 3081484 19370927 37650061 208169 364377 1902000 0 2110169 364377 X 17260758 37285684 17260758 37285684 19370927 37650061 22219463 -2194537 0 X 0 0 0 0 1 0 0 CRYPTOCURRENCY 2427978 C 2427978 LEGAL TRUST DEPOSITS 17829 COLLATERAL FOR GENESIS LOAN 3063655 3081484 X X 1 0 0 ABHAY KUMAR CEO & BOARD CHAIR 3357672 0 0 0 0 0 0 0 0 0 3357672 0 0 0 NOAH PRINCE SENIOR DIRECTOR OF ENGINEERING (THRU 814103 0 512500 0 68983 0 0 0 17546 0 1413132 0 0 0 SCOTT SIGEL CHIEF OPERATING OFFICER 891488 0 513804 0 0 0 0 0 0 0 1405292 0 0 0 JOSH KERSHNER GENERAL COUNSEL & SECRETARY 125070 0 451881 0 390833 0 0 0 25358 0 993142 0 0 0 BRYAN ZETTLER SOFTWARE ENGINEER 198283 0 175000 0 250136 0 0 0 12925 0 636344 0 0 0 MATTHEW THIERY SOFTWARE ENGINEER 139561 0 68672 0 73409 0 0 0 26145 0 307787 0 0 0 SONYA BAUMSTEIN DIRECTOR OF FINANCE 163530 0 76744 0 18678 0 0 0 24369 0 283321 0 0 0 JOSEPH HILLER SENIOR TECHNICAL DIRECTOR, LORAWAN 156643 0 62534 0 51732 0 0 0 5258 0 276167 0 0 0 PART I, LINE 4A MATTHEW THIERRY RECEIVED SEVERANCE OF $71,194 NOAH PRINCE RECEIVED SEVERANCE OF $41,676 JOSEPH HILLER RECEIVED SEVERANCE OF $45,154 JOSHUA KERSHNER RECEIVED SEVERANCE OF $376,788 BRYAN ZETTLER RECEIVED SEVERANCE OF $160,833 FORM 990, PART VI, SECTION B, LINE 11B FORM 990 IS REVIEWED BY THE DIRECTOR OF FINANCE AND BOARD OF DIRECTORS PRIOR TO BEING FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C OUR GENERAL COUNSEL (WHO ALSO SERVED AS CORPORATE SECRETARY) WAS RESPONSIBLE FOR THE COI POLICY. DURING BOARD MEETINGS, ANY VOTES OR MATTERS THAT MIGHT RAISE A CONFLICT THOSE WERE PROACTIVELY ACKNOWLEDGED BY BOARD MEMBERS, ALTERNATIVELY OUR GC WOULD INQUIRE IF ANYONE HAD A CONFLICT ON A RELEVANT VOTE OR OTHER MATTER THAT WOULD UNFAIRLY ADVANTAGE A BOARD MEMBER. FORM 990, PART VI, SECTION B, LINE 15 AS PART OF THE CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER'S COMPENSATION DETERMINATION, THE BOARD OF DIRECTORS REVIEWS COMPENSATION AND BENEFITS STUDIES PROVIDED BY THE AMERICAN SOCIETY OF ASSOCIATION EXECUTIVES (ASAE) TO ACCESS COMPARABLE COMPENSATION PACKAGES, MARKET DATA, AND OTHER VARIABLES AS PART OF THE DELIBERATION AND APPROVAL PROCESS. FORM 990, PART VI, SECTION C, LINE 19 THE FOUNDATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART IX, LINE 11G PROFESSIONAL EMPLOYEE ORGANIZATION FEES 4,677,157. OTHER PROFESSIONAL FEES 410,292. SCHEDULE J, PART I, LINE 3: THE ORGANIZATION CONTRACTED WITH AN OUTSIDE LAW FIRM TO CREATE A REPORT DETERMINING EXECUTIVE COMPENSATION, WHICH WAS THEN APPROVED BY THE BOARD. DECENTRALIZED WIRELESS LTD FLOOR 4 WILLOW HOUSE CRICKET SQUARE GRAND CAYMAN CJ KY1-9010 ENGINEERING CJ DECENTRALIZED WIRELESS FOUNDATION INC C 77833 26461814 1.00000 1 0 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 DECENTRALIZED WIRELESS LTD D 25060599 FMV DECENTRALIZED WIRELESS LTD M 10917686 ESTIMATE THE DECENTRALIZED WIRELESS FOUNDATION (THE "FILER"), TO RESPECTFULLY REQUEST ABATEMENT OF ANY PENALTIES ASSESSED IN CONNECTION WITH THE LATE FILING OF ITS 2024 INFORMATIONAL TAX RETURN. THE DELAYS RESULTED DUE TO EXTRAORDINARY AND COMPOUNDING PERSONAL HARDSHIPS OF THE PERSON TASKED WITH MANAGING THE FILER'S FINANCES AND FILING THE INFORMATIONAL RETURN, EVENTS WELL BEYOND THE FILER'S CONTROL, AND THAT REASONABLE CAUSE EXISTS TO SUPPORT THE RELIEF REQUESTED. THE FILER RECOGNIZES THE IMPORTANCE OF TIMELY FILINGS, ACCEPTS RESPONSIBILITY FOR THE OVERSIGHT, AND RESPECTFULLY PRESENTS BACKGROUND INFORMATION ALONG WITH AN ACCOUNT OF CORRECTIVE ACTIONS TAKEN.THE DECENTRALIZED WIRELESS FOUNDATION HAS OPERATED WITH A SINGLE IN-HOUSE ACCOUNTANT WHO BEARS SOLE RESPONSIBILITY FOR MANAGING ITS FINANCIAL RECORDS. THIS IS NOT A SIMPLE UNDERTAKING EASILY PASSED OFF TO ANOTHER PROFESSIONAL: THE FILER'S BOOKS SPAN BOTH A U.S. ENTITY AND AN OVERSEAS ENTITY, INVOLVING A LEVEL OF COMPLEXITY THAT REQUIRES SIGNIFICANT INSTITUTIONAL KNOWLEDGE TO NAVIGATE ACCURATELY. THE DETAILED KNOWLEDGE REQUIRED OF AN INFORMATIONAL RETURN FOR TAX YEAR 2024 RESIDED, AND CONTINUES TO RESIDE, ALMOST ENTIRELY WITH ONE INDIVIDUAL. OVER THE COURSE OF 2025 AND INTO 2026, THAT INDIVIDUAL EXPERIENCED A SEQUENCE OF SERIOUS PERSONAL HARDSHIPS THAT SUBSTANTIALLY IMPAIRED HER ABILITY TO FULFILL HER PROFESSIONAL RESPONSIBILITIES. IN THE THIRD QUARTER OF 2025, SHE SUFFERED A MISCARRIAGE, FOLLOWED BY RELATED HEALTH COMPLICATIONS REQUIRING ONGOING PERSONAL CARE AND RECOVERY. IN THE FOURTH QUARTER OF 2025, HER FATHER FELL GRAVELY ILL, AND A SEPARATE FAMILY MEMBER PASSED AWAY AROUND THE SAME TIME. AS A SINGLE MOTHER, SHE FOUND HERSELF SERVING SIMULTANEOUSLY AS SOLE CAREGIVER FOR HER FATHER AND AS EXECUTOR OF HER FAMILY MEMBER'S ESTATE, ROLES THAT CONSUMED AN EXTRAORDINARY AMOUNT OF HER TIME AND EMOTIONAL BANDWIDTH DURING WHAT SHOULD HAVE BEEN A CRITICAL PERIOD OF YEAR-END CLOSE. AS A RESULT, SHE WAS ON AN EXTENDED LEAVE OF ABSENCE FROM HER JOB WITH FILER WHILE SHE SOUGHT MEANINGFUL PHYSICAL AND MENTAL RECOVERY. IN THE FIRST QUARTER OF 2026, SHE BECAME PREGNANT AND SUBSEQUENTLY UNDERWENT EMERGENCY SURGERY, WHICH RESULTED IN FURTHER DELAYS AND INTERRUPTIONS TO ONGOING WORK. THROUGHOUT THIS PERIOD, FILER WAS UNABLE TO MEANINGFULLY BACKFILL THIS ROLE. THE COMPLEXITY OF THE ACCOUNTING WORK, AND THE INSTITUTIONAL KNOWLEDGE REQUIRED TO PERFORM IT, MADE TEMPORARY REPLACEMENT IMPRACTICAL. AS A DIRECT CONSEQUENCE, FILER'S OUTSIDE CPA FIRM WAS NOT ABLE TO RECEIVE THE INFORMATION NECESSARY TO PREPARE AND FILE THE RETURNS UNTIL AFTER THE NOVEMBER 2025 DEADLINE, NOR WAS IT ABLE TO ENGAGE IN THE MEANINGFUL DIALOGUE REQUIRED TO PREPARE ACCURATE NARRATIVES REGARDING FILER'S ACTIVITY DURING THE REPORTING YEAR.THE DELAYS IN FILING WERE NOT THE PRODUCT OF NEGLECT OR WILLFUL DISREGARD. THEY WERE THE RESULT OF A SERIES OF CASCADING, UNFORESEEABLE HUMAN TRAGEDIES AFFECTING THE ONE PERSON UPON WHOM FILER'S FINANCIAL FUNCTION DEPENDED. THE FILER TOOK NO SHORTCUTS AND MADE NO DELIBERATE CHOICE TO DEFER ITS OBLIGATIONS. IT SIMPLY FOUND ITSELF, THROUGH NO FAULT OF ITS OWN, WITHOUT THE OPERATIONAL CAPACITY TO MEET THEM ON TIME. IT HAS HISTORICALLY FILED ITS INFORMATIONAL RETURNS TIMELY BASED ON A VALID EXTENSION. FILER RESPECTFULLY SUBMITS THAT THESE CIRCUMSTANCES CONSTITUTE REASONABLE CAUSE FOR PURPOSES OF PENALTY ABATEMENT UNDER I.R.C. 6652(C) AND 26 CFR 301.6724-1.FILER WOULD ALSO NOTE THAT IT IS CURRENTLY IN A WIND-DOWN PROCESS. FILER IS NOT SEEKING TO EVADE ITS OBLIGATIONS, IT IS WORKING DILIGENTLY TO FULFILL THEM RESPONSIBLY AND TO CLOSE ITS AFFAIRS IN GOOD ORDER. WHILE DRAMATIC REMEDIAL ACTIONS HAVE LIMITED VALUE ON AN ORGANIZATION IN WIND-DOWN MODE, FILER HAS NEVERTHELESS UNDERTAKEN STEPS TO ENSURE ITS FINAL FILING DEADLINES ARE TIMELY MET.